SEC Company Response from CENTURY ALUMINUM (CENX) — Feb 17, 2026
CENTURY ALUMINUM CO
Date: Feb. 17, 2026 · CIK: 0000949157 · Accession: 0001104659-26-015524
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File numbers found in text: 001-34474
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CORRESP
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FOIA Confidential Treatment Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
(with respect to certain portions of this response)
Peter A. Trpkovski, Chief Financial Officer
One South Wacker Drive
Suite 1000
Chicago, IL 60606
Tel: (312) 696-3101
February 17, 2026
BY ELECTRONIC SUBMISSION
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attention: Beverly Singleton
Andrew Blume
Re:
Century Aluminum Company
Form 10-K for the Fiscal Year Ended December 31, 2024
Form 10-Q for the Quarterly Period Ended September 30,
2025
Response Dated August 6, 2025
File No. 001-34474
Dear Ms. Singleton and Mr. Blume:
Century Aluminum Company, a Delaware corporation (the "Company"),
hereby submits the following responses to the comments in the letter from the Office of Manufacturing in the Division of Corporation
Finance (the "Comment Letter") dated January 14, 2026, with respect to the above referenced filings. Set forth below
in bold is the Staff's comment followed by the Company's response.
Because of the commercially sensitive nature of information contained
herein, and pursuant to 17 C.F.R. § 200.83 ("Rule 83"), the Company requests confidential treatment from disclosure
under the Freedom of Information Act ("FOIA"), or otherwise, for portions of its responses to the Staff's comment 1.
Specifically, the Company requests that the portions of its response to the Staff's comment 1 that have been redacted from the
version of this letter filed via the Securities and Exchange Commission's (the "Commission") EDGAR system and identified
by the mark "[***]"(on the page marked [CENX – 5] of the filed version of this letter) be maintained in confidence,
not made part of any public record and not be disclosed to any person, including in response to any requests under FOIA, or otherwise,
as such responses contain confidential information. These responses are being provided to the Commission in their entirety under separate
cover along with the request for confidential treatment. The Company is also filing a redacted copy of this response letter with the
Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83.
If any request is made for disclosure of these items, we would appreciate being notified promptly, so that we may provide further support
for our request for confidentiality.
Confidential Treatment of Certain Portions
of the Response to Comment 1 Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
[CENX – 1]
February 17, 2026
1. We note your responses to prior comments 1-3. We believe the Production
Assets should be accounted for as part of the Jamalco JV. Considering your total assets would
increase by approximately 9% and total equity would increase by approximately 20% as a result
of accounting for the Production Assets as part of the Jamalco JV, we believe that the error
is material. Please restate your financial statements accordingly.
We acknowledge the Staff's comment and agree with the alternative
approach of full consolidation of certain of the assets of the Company's Jamalco joint venture (the "Production Assets").
The Company intends to apply that approach with respect to its audited financial statements at and for the year ended December 31,
2025 to be included in its Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").
The Company also respectfully submits that the change in the Company's
historical financial statements with respect to the accounting for the Production Assets on a proportionate consolidation basis is not
material to the relevant periods. We have determined the impact of this change on previously issued financial statements is immaterial
on the basis of the materiality assessment below. For comparability purposes, we propose to restate the years ended December 31,
2024 and 2023, and provide the required disclosures within the 2025 Form 10-K to explain the nature of the immaterial restatement.
Specifically, in our 2025 Form 10-K we will include a footnote disclosure that reflects the impact of the consolidation of the Production
Assets to the Company's previously reported December 31, 2024 and 20203 Consolidated Financial Statements. Additionally, all
prior period comparative footnote disclosure amounts will be updated for the following footnotes:: "Accumulated Other Comprehensive
Loss"; "Business Segments"; "Pension and Other Postretirement Benefits"; "Property, Plant
and Equipment"; "Asset Retirement Obligations", and "Variable Interest Entity."
The Company's management performed its materiality assessment
in connection with its preparation of the financial statements to be included in the 2025 Form 10-K using the guidance in Staff
Accounting Bulletin (SAB) 99: Materiality . The Company's management has identified certain other errors, in ordinary course
of preparation, related to the years ended December 31, 2024 and 2023 which were evaluated as part of our preparation of the December 31,
2024 and 2023 financial statements and were also evaluated in connection with the preparation of the 2025 Form 10-K for purposes
of this materiality assessment. Considering these errors in combination with the impact of consolidation of the Production Assets does
not impact our assessment as the percentages outlined in the Quantitative Analysis below for the Consolidated Balance Sheet as December 31,
2024 and 2023 either remain consistent or change less than 2%. When considering the impact of consolidation of the Production Assets
and the previously passed adjustments, the total impacts, if corrected, for the Consolidated Income Statement in the Quantitative Analysis
below are as follows:
Financial
statement line item
December 31,
2024
December 31,
2023
Gross
profit
-4.7%
-2.1%
Net
loss to noncontrolling interest
47%
32%
Net
Income (loss) attributable to Century stockholders
1.5%
-4.4%
The Company also considered the same qualitative factors below for
these errors in combination with the impact of consolidation of the Production Assets and there is no change to our assessment.
Confidential Treatment of Certain Portions
of the Response to Comment 1 Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
[CENX – 2]
February 17, 2026
Also identified were disclosure only misstatements within our inventories
and variable interest entity footnotes in our 2024 Form 10-K. The Company has concluded that these errors, individually and when
aggregated with the impact from consolidation of the Production Assets are not material to the periods presented, and do not cause the
financial statements taken as a whole to be materially misstated. Therefore, the discussion to follow is limited to assessing the materiality
of the impacts of consolidating the Production Assets. In this assessment, management considered both quantitative and qualitative considerations
as outlined below.
Quantitative Analysis
A summary of the quantitative impact on significant Consolidated Balance
Sheets and Consolidated Statements of Operations financial statement line items for each of the periods presented is as follows in millions:
As of
December 31, 2025
Unaudited
$ Impact
Adjusted
% Impact
Total current assets
991.3
38.1
1,029.4
4 %
Total assets
2,065.8
205.6
2,271.4
9 %
Total Century shareholders' equity
782.0
-
782.0
0 %
Noncontrolling interests
(48.9 )
182.0
133.1
137 %
Total equity
733.2
182.0
915.1
20 %
As of
December 31, 2024
As reported
$ Impact
Restated
% Impact
Total current assets
802.8
8.1
810.9
1 %
Total assets
1,939.4
188.1
2,127.5
9 %
Total Century shareholders' equity
694.4
-
694.4
0 %
Noncontrolling interests
(31.7 )
150.3
118.6
127 %
Total equity
662.7
150.3
813.0
18 %
As of
December 31, 2023
As reported
$ Impact
Restated
% Impact
Total current assets
767.1
-
767.1
0 %
Total assets
1,846.5
182.3
2,028.8
9 %
Total Century shareholders' equity
355.6
-
355.6
0 %
Noncontrolling interests
(11.5 )
168.2
156.7
107 %
Total equity
344.1
168.2
512.3
33 %
Confidential Treatment of Certain Portions
of the Response to Comment 1 Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
[CENX – 3]
February 17, 2026
Year Ended
December 31, 2025
Unaudited
$ Impact
Adjusted
% Impact
Gross profit
266.2
(8.4 )
257.9
-3 %
Net loss attributable to noncontrolling interests
(17.1 )
(8.4 )
(25.5 )
33 %
Net income (loss) attributable to Century stockholders
40.5
-
40.5
0 %
Year Ended
December 31, 2024
As reported
$ Impact
Restated
% Impact
Gross profit
185.0
(13.0 )
172.0
-8 %
Net loss attributable to noncontrolling interests
(16.1 )
(14.0 )
(30.1 )
47 %
Net income (loss) attributable to Century stockholders
336.8
-
336.8
0 %
Year Ended
December 31, 2023
As reported
$ Impact
Restated
% Impact
Gross profit
91.9
(4.3 )
87.6
-5 %
Net loss attributable to noncontrolling interests
(9.2 )
(4.3 )
(13.5 )
32 %
Net income (loss) attributable to Century stockholders
(43.1 )
-
(43.1 )
0 %
As shown above, the impact to the Company's Consolidated Balance
Sheets to reflect the change in consolidation of the Production Assets will be an increase in Total Assets of 9% for all periods presented.
The impact to Current Assets will be 4%, 1%, and no impact of the corrected amounts as of December 31, 2025, 2024 and 2023, respectively.
Total equity attributable to Century is not impacted by the change in any of the years presented. The impact to Total Equity is 20%,
18%, and 33% of the corrected amounts as of December 31, 2025, 2024 and 2023, respectively. and is entirely attributable to noncontrolling
interests. Further, as shown above, the impact to the Company's Consolidated Statements of Operations with respect to the change
will reduce consolidated gross profit by 3%, 8% and 5% for the years ended December 31, 2025, 2024, and 2023, respectively. However,
there is no impact to net operating results attributable to the Company in any of the comparative periods to be included in the upcoming
filing as the amounts impacting gross profit are attributable to the Net Income (loss) attributable to noncontrolling interests. Please
refer to the Appendix for full financial statement line item impacts on the Consolidated Balance Sheets and Consolidated Statements of
Operations for the referenced annual periods.
The Company's management also considered the impact to the periods
presented in its most recently filed Quarterly Report on Form 10-Q for the three- and nine-months ended September 30, 2025.
The impact to the Company's Consolidated Balance Sheet as of September 30, 2025 would be similar to impact described above,
with an increase in total assets of 9% and no change in total equity attributable to Century. Further, the impact to the Company's
Consolidated Statements of Operations would reduce consolidated gross margin by 3% and 5% for the three- and nine-month periods ended
September 30, 2025, respectively. There is no impact to net operating results attributable to the Company in these previously filed
results. Additionally, the impacts to interim periods during 2025 and 2024 would be similar. Please refer to Appendix for full financial
statement line item impacts on the Consolidated Balance Sheets and Consolidated Statements of Operations for the interim periods ending
September 30, June 30, and March 31, 2025.
Confidential Treatment of Certain Portions
of the Response to Comment 1 Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
[CENX – 4]
February 17, 2026
The Company's management specifically considered the additional
following quantitative factors regarding the impacts of fully consolidating the Production Assets:
· The
impact to total equity is exacerbated by the Company's Accumulated Deficit of $1.7
and $2.0 billion as of December 31, 2024 and December 31, 2023, respectively, due
to cumulative historical losses incurred in periods prior to the acquisition of its interest
in the Joint Venture.
· There
is no impact to net operating results attributable to the Company's stockholders or
the Company's stockholders per share metrics.
· Previously
reported investing cash flows for capital expenditures related to the Production Assets have
included 100% cash flows incurred by the Joint Venture, and therefore our partner's
share, and this would not be a change in applying full consolidation to the Production Assets.
Additionally, the consolidation of Productive Assets are not cash generating to the Joint
Venture or the Company as the same proportion of alumina produced by the Joint Venture is
distributed to the Joint Venture partner at cost. In other words, while the Company generates
cash flows from the Joint Venture, those cash flows are in proportion to their ownership
interest and that does not change based on full consolidation of the Production Assets. However,
since we will now consolidate our partner's share of the Production Assets, we will
reclassify and report these cash flows as financing activities as these cash flows represent
contributions from our partner for their share of the Production Assets recorded in our consolidated
financial statements.
Qualitative Analysis
As indicated by the SEC in SAB Topic 1.M, "quantifying, in percentage
terms, the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute
for a full analysis of all relevant considerations." As further indicated by the SEC in SAB Topic 1.M, the Company's management
performed "a full analysis of all relevant considerations" in assessing whether the changes "would have been viewed
by a reasonable investor as having significantly altered the ‘total mix' of information made available".
Based on analyst reports, investor conferences and our earnings releases,
the Company's investors invest in the Company's securities for its exposure to the LME and regional premiums, as well as
its operating results as represented by net operating results attributable to the Company's stockholders and non-GAAP metrics such
as adjusted EBITDA attributable to the Company's stockholders and adjusted earnings per share attributable to the Company's
stockholders as reflected in our earnings reports and reports issued by analysts who provide investment coverage on the Company. As shown
in our latest earnings release and subsequent analyst reports related to the three and nine months ended September 30, 2025 and
2024 as well as the fiscal year ended December 31, 2024, the focus is on adjusted EBITDA and adjusted EPS, which are determined
based on adjusted net income. Neither of these measures include depreciation or depletion expense or Income/(loss) attributable to noncontrolling
interest. Neither Total Assets or Total Equity of the Company is used by analysts to determine their respective price targets.
[***]
Confidential Treatment of Certain Portions
of the Response to Comment 1 Requested by
Century Aluminum Company Pursuant to 17 C.F.R.
200.83
[CENX – 5]
February 17, 2026
Additional qualitative factors considered by the Company's management
regarding the impacts of fully consolidating the Production Assets are as follows:
· As
there is no impact on revenue, net operating results attributable to Century stockholders,
or non-GAAP metrics such as adjusted EBITDA attributable to the Company's stockholders
and adjusted net income or earnings per share attributable to the Company's stockholders,
there is no impact as compared to analysts' expectations.
· There
is no impact on the Company'