SEC Comment Letter for CENTURY ALUMINUM CO (CENX) (CIK 0000949157) (CENX) — Oct 20, 2014
CENTURY ALUMINUM CO (CENX) (CIK 0000949157)
Date: Oct. 20, 2014 · CIK: 0000949157 · Accession: 0000000000-14-051975
AI Filing Summary & Sentiment
Letter
October 17 , 2014 Via E -Mail Mr. Rick T. Dillon Chief Financial Officer Century Aluminum Company One South Wacker Drive Suite 1000 Chicago, IL 60606
Re: Century Aluminum Company Form 10 -K for the Year Ended December 31, 2013 Filed March 14 , 2014 Amendmen t No. 1 to Form 10 -K for the Year Ended December 31, 2013 Filed April 30, 2014
Dear Mr. Dillon :
We have reviewed your filing and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising u s when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing an d the information you provide in response to these comments, we may have additional comments.
Amend ment No. 1 to Form 10 -K for the Year Ended December 31, 2013
Exhibits - Certifications
1. Please further amend your Form 10 -K for the year ended December 31, 2013 to inclu de a Section 302 certification signed by the Chief Accounting Officer and Section 906 certifications of both the Chief Executive and Chief Accounting Officers.
Rick T. Dillon Century Aluminum Company October 17 , 2014 Page 2
Form 10 -Q for the Six Months Ended June 30, 2014
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page Results of Operations, page 39
2. Please explain to us the basis for your practice of reversing the lower of cost or market inventory reserve and reference the supporting accounting literature.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclos ures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to t he filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Myra Moosariparambil at (202) 551 -3796 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3871 with any other questions.
Sincerely,
/s/Tia L. Jenkins
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October 17 , 2014 Via E -Mail Mr. Rick T. Dillon Chief Financial Officer Century Aluminum Company One South Wacker Drive Suite 1000 Chicago, IL 60606 Re: Century Aluminum Company Form 10 -K for the Year Ended December 31, 2013 Filed March 14 , 2014 Amendmen t No. 1 to Form 10 -K for the Year Ended December 31, 2013 Filed April 30, 2014 Dear Mr. Dillon : We have reviewed your filing and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising u s when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing an d the information you provide in response to these comments, we may have additional comments. Amend ment No. 1 to Form 10 -K for the Year Ended December 31, 2013 Exhibits - Certifications 1. Please further amend your Form 10 -K for the year ended December 31, 2013 to inclu de a Section 302 certification signed by the Chief Accounting Officer and Section 906 certifications of both the Chief Executive and Chief Accounting Officers. Rick T. Dillon Century Aluminum Company October 17 , 2014 Page 2 Form 10 -Q for the Six Months Ended June 30, 2014 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 38 Results of Operations, page 39 2. Please explain to us the basis for your practice of reversing the lower of cost or market inventory reserve and reference the supporting accounting literature. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclos ures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to t he filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Myra Moosariparambil at (202) 551 -3796 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3871 with any other questions. Sincerely, /s/Tia L. Jenkins Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining