SecProbe.io

May 19, 2025
Peter Trpkovski
Chief Financial Officer
Century Aluminum Company
One South Wacker Drive, Suite 1000
Chicago, IL 60606
Re:Century Aluminum Company
Form 10-K for the Fiscal Year Ended December 31, 2024
Form 10-Q for the Quarterly Period Ended March 31, 2025
Response dated April 25, 2025
File No. 001-34474
Dear Peter Trpkovski:
            We have reviewed your April 25, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our March
14, 2025 letter.
Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to the Consolidated Financial Statements
Note 2. Acquisition of Jamalco, page 64
We note from your response to prior comment 1 your consideration of the January 19-
20, 2000 EITF meeting which indicates an “investor should display on a proportionate
gross basis those assets and liabilities in its balance sheet and the related results of
operations in its income statement.” Although one of the specified conditions to apply
proportionate consolidation is that “no separate legal entity exists,” you have
concluded the “Jamalco JV” represents a legal entity consolidated under ASC 810.
We further note that the guidance in ASC 810-10-45-14 indicates proportionate
consolidation does not apply to entities in an extractive industry “if its activities
involve related activities such as refining, marketing, or transporting extracted mineral 1.

May 19, 2025
Page 2
resources.” Please explain to us why you believe proportionate consolidation of the
“Production Assets” is appropriate given they appear to be held through a legal entity
and involve refining activities.

2.We note your disclosure on page F-101 of the carrying amounts and classification of
the consolidated Jamalco VIE assets and liabilities included in the consolidated
balance sheets. Please explain to us your consideration of ASC 810-10-50-
2AA(d) regarding providing financial statement users with an understanding of how
your involvement with the VIE additionally affects your financial performance and
cash flows.

Note 19. Business Segments, page 97
We note your statement in response to prior comment 2 that, beginning with the
quarter ended March 31, 2025, you believe that none of your four prior operating
segments meet the definition of an operating segment and, as a result, you have
determined that you currently have only one operating segment. Please address the
following comments related to the identification of your operating segments:

•Provide us with details about your management structure and how your company
is organized. In doing so, provide us with a detailed organizational chart that
extends to all managers that oversee the components previously identified as
operating segments, including a description of the roles and responsibilities of
each individual. Tell us each of the individuals who report to the Chief Operating
Decision Maker (“CODM”).

•Tell us in sufficient detail how you determined your chief executive officer
represents the sole member of the CODM function.

•Describe the key operating decisions required to be made in your business, who
makes these decisions, how performance is assessed and how resources are
allocated within your business.

•Tell us how often the CODM meets with his direct reports, the financial
information the CODM reviews and that is discussed in such meetings, and the
other meeting attendees.

•Describe the information provided to the CODM, how frequently it is prepared,
and how it is used by the CODM. Explain whether the CODM is provided with
disaggregated financial information and how such information is communicated,
such as through written reports, verbally in meetings, and/or other means.

•Describe the information provided to the Board of Directors and how frequently it
is prepared and reviewed.
 3.

May 19, 2025
Page 3
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the
CODM makes changes to the budget. Tell us whether budgets are prepared for the
components previously identified as operating segments, who approves them, and
if they are provided to the CODM.

•Describe the level of detail communicated to the CODM when actual results
differ from budgets and who is involved in meetings with the CODM to discuss
budget-to-actual variances.

•Describe the basis for determining the compensation for your CODM, his direct
reports, and the managers that oversee the components previously identified as
operating segments. In doing so, specify whether compensation is based on
disaggregated operating results and the nature of such compensation.

4.Please describe in detail the factors that caused the change in identified operating
segments, including when such changes occurred and why the changes were made. In
doing so, explain why discrete financial information is prepared for the previously
identified operating segments and how such information is/was used both before and
after the change in operating segments by your CODM and other individuals, such as
the CODM’s direct reports. In this regard, you indicated in your prior response that
the economic performance of Jamalco and each of your smelters has historically been
evaluated by the CODM utilizing Adjusted EBITDA. Your response should also
include discussion of any changes in:

•Organizational structure;

•How the business was managed including, but not limited to, the individuals with
which the CODM meets;

•The budgeting process and assessing performance against budget;

•Compensation; and

•Financial information provided to each of the CODM and the Board and changes
in the information the CODM uses to allocate resources and assess performance.

Form 10-Q for the Quarterly Period Ended March 31, 2025
Note 15. Variable Interest Entity, page 24
We note the consolidated Jamalco VIE assets and liabilities have substantially
decreased from December 31, 2024 to March 31, 2025, particularly the property, plant
and equipment and due from affiliates balances. Please tell us in sufficient detail the 5.

May 19, 2025
Page 4
reasons for these movements.

            Please contact Beverly Singleton at 202-551-3328 or Andrew Blume at 202-551-3254
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing