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<DOCUMENT>
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<TEXT>
 March 12, 2026

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, 2025
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 10-K for the Fiscal Year Ended December 31, 2023
 File No. 001-34474
Dear Peter Trpkovski:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 2, 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 February 17, 2026
 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 March 2, 2026, with respect to the above referenced
filings. Set forth below in bold is the Staff's comment, followed by the Company's response.

 1. We
have considered your response to prior comment 1. Given the quantitative significance and pervasiveness of the errors in the financial
statements and that full consolidation of the Production Assets you control represents a significant change from how you previously consolidated
only your proportional interest in the Production Assets, among other factors, we disagree with your conclusion that the error was immaterial.
Accordingly, we continue to believe that your previously issued consolidated financial statements are materially misstated and, therefore,
should be restated.

 We acknowledge the Staff's comment and
agree with the alternative approach of full consolidation of certain assets and related liabilities 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").

 Consistent with the Staff's position
regarding the materiality of the change in accounting for the Production Assets, the Company will restate its audited consolidated
financial statements and related disclosures for the fiscal years ended December 31, 2023 and 2024, as well as its unaudited
consolidated financial statements for the three month periods ended March 31, 2024, June 30, 2024, September 30,
2024, March 31, 2025, June 30, 2025 and September 30, 2025 to correct for the consolidation of the Production Assets
(collectively, the "Restatement"). The Restatement will be reflected in the Company's 2025 10-K, to be filed
substantially concurrently with this response letter. In the 2025 10-K, the Company will include several notes to its
consolidated financial statements disclosing details of the Restatement in accordance with ASC 250. In addition, the Company will
label all financial statement columns containing restated amounts for the applicable periods as "Restated".

 March 2, 2026
Page 2

 The Company's management has also concluded that the Company's disclosure controls and procedures and internal control over
financial reporting were not effective as of December 31, 2025. The material weakness and related matters will also be disclosed
in the 2025 10-K.

 The Company would like to sincerely thank the
Staff for the time and effort involved in completing this process. Should you have any questions or comments relating to this letter,
kindly contact the undersigned at 312 696-3122.

 Sincerely,

 /s/ Peter A. Trpkovski

 Peter A. Trpkovski

 Chief Financial Officer

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<TEXT>
 March 2, 2026

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 September 30, 2025
 Response dated February 17, 2026
 File No. 001-34474
Dear Peter Trpkovski:

 We have reviewed your February 17, 2026 response to our comment letter
and have the
following comment.

 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
January 14,
2026 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

1. We have considered your response to prior comment 1. Given the
quantitative
 significance and pervasiveness of the errors in the financial statements
and that full
 consolidation of the Production Assets you control represents a
significant change from
 how you previously consolidated only your proportional interest in the
Production
 Assets, among other factors, we disagree with your conclusion that the
error was
 immaterial. Accordingly, we continue to believe that your previously
issued consolidated
 financial statements are materially misstated and, therefore, should be
restated.
 March 2, 2026
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm
 
 
 
 
 
 

 

 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's earnings trend or trends in other key financial metrics.
 Additionally, the impact of fully consolidating the Production Assets would not change the
 Company's reported net income in 2024 to a net loss. Similarly, it would not change
 the Company's reported net loss in 2023 to net income. 

 

 
 · There
 is no impact on the Company's loan covenants or other contractual or regulatory requirements. 

 

 
 · There
 is no impact on the analysts' consensus expectations. Analysts' expectations
 are centered around adjusted EBITDA and adjusted EPS as well as revenue. The impacts of fully
 consolidating the Production Assets have no impact on these metrics. 

 

 
 · There
 would be no impact on management compensation as the impact of the change in presentation
 does not impact metrics evaluated by the Compensation Committee to determine award amounts. 

 

 
 · The
 impacts are not result of any concealment of an unlawful transaction or fraud. 

 

 
 · Given
 the Company has a single operating and reportable segment, the misstatement does not impact
 segment reporting and there is no other portion of the business that has been identified
 as playing a significant role in our operations or profitability. 

 

 
 · The
 Company did not finalize its purchase accounting for the Production Assets until March 2024,
 within the one-year measurement period from date of acquisition, May 2, 2023. As such,
 changes to periods prior to March 31, 2024 would not reflect the final purchase price
 allocation and thus would not be meaningful to users of the financial statements. 

 

 
 · The
 impacts would not significantly alter the information made available to investors and there
 is not substantial likelihood that a reasonable investor would consider the impacts in making
 an investment decision as the impact is related to the Company's Joint Venture partner's
 share of the Production Assets, which provides no profit, income or cash flows to the Company.
 Additionally, as outlined above and represented by our investor presentation and analyst
 reports provided as exhibits, the impact of fully consolidating the Production Assets has
 no impact on the primary financial metrics used by our investors. 

 

 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 – 6] 

 

 

 
 
 
 

 

 February 17, 2026 

 

 Materiality Determination and Management's Method for Correction
of Financial Reporting 

 

 In summary, the Company's management considered both quantitative
and qualitative factors in assessing the materiality of fully consolidating the Production Assets in its financial statements for the
years ended December 31, 2025, 2024 and 2023, and in consultation with the Company's Audit Committee of the Board in their
role in overseeing the Company's financial reporting process, the Company concluded that the change in presentation would not be
material to the impacted interim financial statements filed between June 30, 2023 and September 30, 2025, or to the impacted
annual financial statements filed for the years ended December 31, 2024 and 2023. Our external auditors have evaluated our analysis
and do not object to our conclusion. Based on this conclusion, the Company's management is proposing to report the full consolidation
of the Production Assets within its 2025 Form 10-K. Further, to enhance comparability, the Company will apply the full consolidation
to all periods presented within the 2025 Form 10-K and disclose the nature of the revisions and effects of the revisions to prior
periods within a separate footnote disclosure. Thus there would be no need to make any disclosures under Item 4.02 of Form 8-K. 

 

 Should you have any questions or comments relating to this letter,
kindly contact the undersigned at 312 696-3122. 

 

 Sincerely, 

 

 
 
 /s/
 Peter A. Trpkovski 
 
 
 
 
 
 Peter A. Trpkovski 
 
 
 Chief Financial Officer 
 
 

 

 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
– 7] 

 

 

 
 
 
 

 

 
 

 February 17, 2026 

 

 Appendix 

 

 Form 10-K Impacts 

 

 2025 Consolidated Balance Sheet Adjusted (unaudited) 

 

 
 
 
 As of December 31,
 2025 
 
 
 
 Unaudited 
 Impact 
 Adjusted 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 134.2 
 
 $ 134.2 
 
 
 Restricted cash 
 1.4 
 
 1.4 
 
 
 Accounts receivable - net 
 109.9 
 
 109.9 
 
 
 Non-trade receivables 
 
 38.1 
 38.1 
 
 
 Due from affiliates 
 29.6 
 
 29.6 
 
 
 Manufacturing credit receivable 
 172.6 
 
 172.6 
 
 
 Inventories 
 519.6 
 
 519.6 
 
 
 Derivative assets 
 1.5 
 
 1.5 
 
 
 Prepaid and other current assets 
 22.5 
 
 22.5 
 
 
 Total current assets 
 991.3 
 38.1 
 1,029.4 
 4 % 
 
 Property, plant and equipment - net 
 1,006.6 
 172.7 
 1,179.3 
 
 
 Manufacturing credit receivable - less current portion 
 85.3 
 
 85.3 
 
 
 Other assets 
 (17.4 ) 
 0.9 
 (16.5 ) 
 
 
 TOTAL 
 $ 2,065.8 
 $ 211.7 
 $ 2,277.5 
 9 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: 
 
 
 - 
 
 
 Accounts payable, trade 
 $ 187.2 
 
 $ 187.2 
 
 
 Accrued compensation and benefits 
 73.4 
 1.0 
 74.4 
 
 
 Due to affiliates 
 70.8 
 
 70.8 
 
 
 Non-trade payables 
 4.7 
 (4.7 ) 
 - 
 
 
 Accrued and other current liabilities 
 84.0 
 2.9 
 86.8 
 
 
 Derivative liabilities 
 58.2 
 
 58.2 
 
 
 Current debt due to affiliates 
 - 
 
 - 
 
 
 Current maturities of long-term debt 
 68.8 
 
 68.8 
 
 
 Total current liabilities 
 547.1 
 (0.8 ) 
 546.3 
 
 
 Long-term debt 
 479.5 
 
 479.5 
 
 
 Long-term debt due to affiliates 
 
 
 - 
 
 
 Accrued benefits costs - less current portion 
 86.8 
 13.7 
 100.5 
 
 
 Other liabilities 
 101.5 
 
 101.5 
 
 
 Deferred taxes 
 58.5 
 
 58.5 
 
 
 Asset retirement obligations - less current portion 
 59.2 
 16.9 
 76.1 
 
 
 Total noncurrent liabilities 
 785.5 
 30.6 
 816.1 
 
 
 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: 
 
 
 - 
 
 
 Preferred stock 
 - 
 
 - 
 
 
 Common stock 
 1.1 
 
 1.1 
 
 
 Additional paid-in capital 
 2,571.5 
 
 2,571.5 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (55.2 ) 
 
 (55.2 ) 
 
 
 Accumulated deficit 
 (1,649.0 ) 
 
 (1,649.0 ) 
 
 
 Total Century shareholders' equity 
 782.0 
 - 
 782.0 
 0 % 
 
 Noncontrolling interests 
 (48.9 ) 
 182.0 
 133.1 
 
 
 Total equity 
 733.2 
 182.0 
 915.1 
 20 % 
 
 TOTAL 
 $ 2,065.8 
 $ 211.7 
 $ 2,277.5 
 9 % 
 

 

 2025 Consolidated Statement of Operations Adjusted (unaudited) 

 

 
 
 
 Unaudited 
 
 
 
 Year Ended December
 31, 2025 
 
 
 
 Unaudited 
 Impact 
 Adjusted 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 1,365.5 
 
 $ 1,365.5 
 
 
 Other customers 
 1,162.5 
 
 1,162.5 
 
 
 Total net sales 
 2,527.9 
 - 
 2,527.9 
 
 
 Cost of goods sold 
 2,261.7 
 8.4 
 2,270.1 
 
 
 Gross profit 
 266.2 
 (8.4 ) 
 257.9 
 -3 % 
 
 Selling, general and administrative expenses 
 79.9 
 
 79.9 
 
 
 Other operating expense - net 
 18.4 
 - 
 18.4 
 
 
 Operating income (loss) 
 167.9 
 (8.4 ) 
 159.5 
 
 
 Interest expense - affiliates 
 (5.8 ) 
 - 
 (5.8 ) 
 
 
 Interest expenses - nonaffiliates 
 (41.9 ) 
 - 
 (41.9 ) 
 
 
 Interest income 
 9.2 
 
 9.2 
 
 
 Net gain (loss) on forward and derivative contracts - nonaffiliates 
 (94.7 ) 
 
 (94.7 ) 
 
 
 Net gain (loss) on forward and derivative contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 (7.7 ) 
 
 (7.7 ) 
 
 
 Other income (loss) - net 
 (14.4 ) 
 
 (14.4 ) 
 
 
 Income (loss) before income taxes 
 12.5 
 (8.4 ) 
 4.1 
 
 
 Income tax benefit (expense) 
 10.8 
 - 
 10.8 
 
 
 Income (loss) before equity in earnings of joint ventures 
 23.4 
 (8.4 ) 
 15.0 
 
 
 Equity in losses of joint ventures 
 0.0 
 - 
 0.0 
 
 
 Net income (loss) 
 23.4 
 (8.4 ) 
 15.0 
 
 
 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 % 
 
 Less: net income allocated to participating
 securities 
 
 
 - 
 
 
 Net income (loss) allocated to common stockholders 
 $ 40.5 
 $ - 
 $ 40.5 
 0 % 
 

 

 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 – 8] 

 

 

 
 
 
 

 

 
 February 17, 2026 

 

 2024 Consolidated Balance Sheet Restated 

 

 
 
 
 As of December 31,
 2024 
 
 
 
 As reported 
 Impact 
 Restated 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 32.9 
 
 $ 32.9 
 
 
 Restricted cash 
 2.8 
 
 2.8 
 
 
 Accounts receivable - net 
 75.8 
 
 75.8 
 
 
 Non-trade receivables 
 13.2 
 8.1 
 21.3 
 
 
 Due from affiliates 
 25.1 
 
 25.1 
 
 
 Manufacturing credit receivable 
 81.5 
 
 81.5 
 
 
 Inventories 
 539.0 
 
 539.0 
 
 
 Derivative assets 
 4.2 
 
 4.2 
 
 
 Prepaid and other current assets 
 28.3 
 
 28.3 
 
 
 Total current assets 
 802.8 
 8.1 
 810.9 
 
 
 Property, plant and equipment - net 
 978.3 
 179.1 
 1,157.4 
 
 
 Manufacturing credit receivable - less current portion 
 70.4 
 
 70.4 
 
 
 Other assets 
 87.9 
 1.0 
 88.9 
 
 
 TOTAL 
 $ 1,939.4 
 $ 188.1 
 $ 2,127.5 
 9 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: 
 
 
 
 
 
 Accounts payable, trade 
 $ 187.3 
 
 $ 187.3 
 
 
 Accrued compensation and benefits 
 49.8 
 1.0 
 50.8 
 
 
 Due to affiliates 
 109.3 
 
 109.3 
 
 
 Accrued and other current liabilities 
 42.0 
 2.5 
 44.5 
 
 
 Derivative liabilities 
 4.4 
 
 4.4 
 
 
 Current debt due to affiliates 
 - 
 
 - 
 
 
 Current maturities of long-term debt 
 70.9 
 
 70.9 
 
 
 Total current liabilities 
 463.7 
 3.5 
 467.2 
 
 
 Long-term debt 
 447.3 
 
 447.3 
 
 
 Long-term debt due to affiliates 
 10.0 
 
 10.0 
 
 
 Accrued benefits costs - less current portion 
 130.4 
 14.5 
 144.9 
 
 
 Other liabilities 
 92.6 
 
 92.6 
 
 
 Deferred taxes 
 71.2 
 
 71.2 
 
 
 Asset retirement obligations - less current portion 
 61.5 
 19.8 
 81.3 
 
 
 Total noncurrent liabilities 
 813.0 
 34.3 
 847.3 
 
 
 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: 
 
 
 
 
 
 Preferred stock 
 - 
 
 - 
 
 
 Common stock 
 1.0 
 
 1.0 
 
 
 Additional paid-in capital 
 2,550.2 
 
 2,550.2 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (103.3 ) 
 - 
 (103.3 ) 
 
 
 Accumulated deficit 
 (1,667.2 ) 
 
 (1,667.2 ) 
 
 
 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 % 
 
 TOTAL 
 $ 1,939.4 
 $ 188.1 
 $ 2,127.5 
 
 

 

 2024 Consolidated Statement of Operations Restated 

 

 
 
 
 As of December 31,
 2024 
 
 
 
 As reported 
 Impact 
 Restated 
 % Impact 

 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 1,312.1 
 $ - 
 $ 1,312.1 
 
 
 Other customers 
 908.2 
 - 
 908.2 
 
 
 Total net sales 
 2,220.3 
 - 
 2,220.3 
 
 
 Cost of goods sold 
 2,035.3 
 13.0 
 2,048.3 
 
 
 Gross profit 
 185.0 
 (13.0 ) 
 172.0 
 -8 % 
 
 Selling, general and administrative expenses 
 56.8 
 - 
 56.8 
 
 
 Other operating expense - net 
 6.8 
 - 
 6.8 
 
 
 Operating income (loss) 
 121.4 
 (13.0 ) 
 108.4 
 
 
 Interest expense - affiliates 
 (6.7 ) 
 - 
 (6.7 ) 
 
 
 Interest expenses - nonaffiliates 
 (36.4 ) 
 - 
 (36.4 ) 
 
 
 Interest income 
 2.1 
 - 
 2.1 
 
 
 Net gain (loss) on forward and derivative contracts - nonaffiliates 
 2.5 
 - 
 2.5 
 
 
 Net gain (loss) on forward and derivative contracts - affiliates 
 (0.5 ) 
 - 
 (0.5 ) 
 
 
 Bargain purchase gain 
 245.9 
 - 
 245.9 
 
 
 Other income (loss) - net 
 (4.5 ) 
 (1.0 ) 
 (5.5 ) 
 
 
 Income (loss) before income taxes 
 323.8 
 (14.0 ) 
 309.8 
 
 
 Income tax benefit (expense) 
 (3.2 ) 
 
 (3.2 ) 
 
 
 Income (loss) before equity in earnings of joint ventures 
 320.6 
 (14.0 ) 
 306.6 
 
 
 Equity in losses of joint ventures 
 0.1 
 - 
 0.1 
 
 
 Net income (loss) 
 320.7 
 (14.0 ) 
 306.7 
 
 
 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 % 
 
 Less: net income allocated to participating
 securities 
 17.9 
 - 
 17.9 
 
 
 Net income (loss) allocated to common stockholders 
 $ 318.9 
 $ - 
 $ 318.9 
 
 

 

 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 – 9] 

 

 

 
 
 
 

 

 February 17, 2026 

 

 2023 Consolidated Balance Sheet Restated 

 

 
 
 
 As of December 31,
 2023 
 
 
 
 As reported 
 Impact 
 Restated 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 88.8 
 
 $ 88.8 
 
 
 Restricted cash 
 1.5 
 
 1.5 
 
 
 Accounts receivable - net 
 53.7 
 
 53.7 
 
 
 Non-trade receivables 
 36.2 
 
 36.2 
 
 
 Due from affiliates 
 20.2 
 
 20.2 
 
 
 Manufacturing credit receivable 
 59.3 
 
 59.3 
 
 
 Inventories 
 477.0 
 
 477.0 
 
 
 Derivative assets 
 2.9 
 
 2.9 
 
 
 Prepaid and other current assets 
 27.5 
 
 27.5 
 
 
 Total current assets 
 767.1 
 - 
 767.1 
 
 
 Property, plant and equipment - net 
 1,004.2 
 180.0 
 1,184.2 
 
 
 Manufacturing credit receivable - less current portion 
 - 
 
 - 
 
 
 Other assets 
 75.2 
 2.3 
 77.5 
 
 
 TOTAL 
 $ 1,846.5 
 $ 182.3 
 $ 2,028.8 
 9 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: 
 
 
 
 
 
 Accounts payable, trade 
 $ 249.5 
 
 $ 249.5 
 
 
 Accrued compensation and benefits 
 38.1 
 0.6 
 38.7 
 
 
 Due to affiliates 
 101.4 
 
 101.4 
 
 
 Accrued and other current liabilities 
 50.9 
 
 50.9 
 
 
 Derivative liabilities 
 1.4 
 
 1.4 
 
 
 Deferred credit - preliminary bargain purchase gain 
 273.4 
 
 273.4 
 
 
 Current debt due to affiliates 
 10.0 
 
 10.0 
 
 
 Current maturities of long-term debt 
 38.3 
 
 38.3 
 
 
 Total current liabilities 
 763.0 
 0.6 
 763.6 
 
 
 Long-term debt 
 430.9 
 
 430.9 
 
 
 Long-term debt due to affiliates 
 
 
 - 
 
 
 Accrued benefits costs - less current portion 
 120.3 
 
 120.3 
 
 
 Other liabilities 
 66.3 
 
 66.3 
 
 
 Deferred taxes 
 72.4 
 
 72.4 
 
 
 Asset retirement obligations - less current portion 
 49.5 
 13.5 
 63.0 
 
 
 Total noncurrent liabilities 
 739.4 
 13.5 
 752.9 
 
 
 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: 
 
 
 
 
 
 Preferred stock 
 - 
 
 - 
 
 
 Common stock 
 1.0 
 
 1.0 
 
 
 Additional paid-in capital 
 2,542.9 
 
 2,542.9 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (97.9 ) 
 
 (97.9 ) 
 
 
 Accumulated deficit 
 (2,004.1 ) 
 
 (2,004.1 ) 
 
 
 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 % 
 
 TOTAL 
 $ 1,846.5 
 $ 182.3 
 $ 2,028.8 
 
 

 

 2023 Consolidated Statement of Operations Restated 

 

 
 
 
 Year Ended December
 31, 2023 
 
 
 
 As reported 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 1,612.1 
 $ - 
 $ 1,612.1 
 
 
 Other customers 
 573.3 
 - 
 573.3 
 
 
 Total net sales 
 2,185.4 
 - 
 2,185.4 
 
 
 Cost of goods sold 
 2,093.5 
 4.3 
 2,097.8 
 
 
 Gross profit 
 91.9 
 (4.3 ) 
 87.6 
 -5 % 
 
 Selling, general and administrative expenses 
 44.3 
 - 
 44.3 
 
 
 Other operating expense - net 
 15.8 
 - 
 15.8 
 
 
 Operating income (loss) 
 31.8 
 (4.3 ) 
 27.5 
 
 
 Interest expense - affiliates 
 (1.8 ) 
 - 
 (1.8 ) 
 
 
 Interest expenses - nonaffiliates 
 (33.7 ) 
 - 
 (33.7 ) 
 
 
 Interest income 
 2.0 
 - 
 2.0 
 
 
 Net gain (loss) on forward and derivative contracts - nonaffiliates 
 (62.4 ) 
 - 
 (62.4 ) 
 
 
 Net gain (loss) on forward and derivative contracts - affiliates 
 0.6 
 - 
 0.6 
 
 
 Bargain purchase gain 
 
 
 - 
 
 
 Other income (loss) - net 
 (3.3 ) 
 - 
 (3.3 ) 
 
 
 Income (loss) before income taxes 
 (66.8 ) 
 (4.3 ) 
 (71.1 ) 
 
 
 Income tax benefit (expense) 
 14.6 
 
 14.6 
 
 
 Income (loss) before equity in earnings of joint ventures 
 (52.2 ) 
 (4.3 ) 
 (56.5 ) 
 
 
 Equity in losses of joint ventures 
 (0.1 ) 
 - 
 (0.1 ) 
 
 
 Net income (loss) 
 (52.3 ) 
 (4.3 ) 
 (56.6 ) 
 
 
 Net loss attributable to noncontrolling interests 
 (9.2 ) 
 (4.3 ) 
 (13.5 ) 
 32 % 
 
 Net income (loss) attributable to Century stockholders 
 (43.1 ) 
 0.0 
 (43.1 ) 
 0 % 
 
 Less: net income allocated to participating
 securities 
 - 
 - 
 - 
 
 
 Net income (loss) allocated to common stockholders 
 $ (43.1 ) 
 $ 0.0 
 $ (43.1 ) 
 
 

 

 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 – 10] 

 

 

 
 
 
 

 

 
 

 February 17, 2026 

 

 Form 10-Q Impacts 

 

 September 30, 2025 Consolidated
Balance Sheet Restated (unaudited) 

 

 
 
 
 Unaudited 
 
 
 
 As of September 30, 2025 
 
 
 
 As Reported 
 Impact 
 Restated 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 151.4 
 
 $ 151.4 
 
 
 Restricted cash 
 1.4 
 
 1.4 
 
 
 Accounts receivable - net 
 116.9 
 
 116.9 
 
 
 Non-trade receivables 
 - 
 19.8 
 19.8 
 
 
 Due from affiliates 
 15.7 
 
 15.7 
 
 
 Manufacturing credit receivable 
 156.6 
 
 156.6 
 
 
 Inventories 
 556.7 
 
 556.7 
 
 
 Derivative assets 
 3.3 
 
 3.3 
 
 
 Prepaid and other current assets 
 25.0 
 
 25.0 
 
 
 Total current assets 
 1,027.2 
 19.8 
 1,047.0 
 2 % 
 
 Property, plant and equipment - net 
 972.2 
 175.2 
 1,147.4 
 
 
 Manufacturing credit receivable - less current portion 
 63.8 
 
 63.8 
 
 
 Other assets 
 71.1 
 0.9 
 72.0 
 
 
 TOTAL 
 $ 2,134.2 
 $ 195.9 
 $ 2,330.1 
 8 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY 
 
 
 - 
 
 
 LIABILITIES: 
 
 
 - 
 
 
 Accounts payable, trade 
 $ 207.4 
 
 $ 207.4 
 
 
 Accrued compensation and benefits 
 52.4 
 1.0 
 53.4 
 
 
 Due to affiliates 
 77.1 
 
 77.1 
 
 
 Non-trade payables 
 11.8 
 (11.8 ) 
 0.0 
 
 
 Accrued and other current liabilities 
 73.6 
 3.2 
 76.8 
 
 
 Derivative liabilities 
 37.5 
 
 37.5 
 
 
 Current debt due to affiliates 
 - 
 
 - 
 
 
 Current maturities of long-term debt 
 139.3 
 
 139.3 
 
 
 Total current liabilities 
 599.2 
 (7.6 ) 
 591.6 
 
 
 Long-term debt 
 479.2 
 
 479.2 
 
 
 Long-term debt due to affiliates 
 - 
 
 - 
 
 
 Accrued benefits costs - less current portion 
 131.1 
 14.5 
 145.6 
 
 
 Other liabilities 
 93.3 
 
 93.3 
 
 
 Deferred taxes 
 70.1 
 
 70.1 
 
 
 Asset retirement obligations - less current portion 
 63.9 
 19.4 
 83.4 
 
 
 Total noncurrent liabilities 
 837.7 
 33.9 
 871.6 
 
 
 COMMITMENTS AND CONTINGENCIES 
 
 
 - 
 
 
 SHAREHOLDERS' EQUITY: 
 
 
 - 
 
 
 Preferred stock 
 0.0 
 
 0.0 
 
 
 Common stock 
 1.0 
 
 1.0 
 
 
 Additional paid-in capital 
 2,553.0 
 
 2,553.0 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (98.7 ) 
 
 (98.7 ) 
 
 
 Accumulated deficit 
 (1,627.2 ) 
 
 (1,627.2 ) 
 
 
 Total Century shareholders' equity 
 741.9 
 - 
 741.9 
 
 
 Noncontrolling interests 
 (44.6 ) 
 169.6 
 125.1 
 
 
 Total equity 
 697.3 
 169.6 
 866.9 
 20 % 
 
 TOTAL 
 $ 2,134.2 
 $ 195.9 
 $ 2,330.1 
 8 % 
 

 

 September 30, 2025 Quarter
to Date Consolidated Statement of Operations Restated (unaudited) 

 

 
 
 
 (Unaudited) 
 
 
 
 Three
 Months Ended September 30, 2025 
 
 
 
 As Reported 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 319.6 
 
 $ 319.6 
 
 
 Other customers 
 312.5 
 
 312.5 
 
 
 Total net sales 
 632.1 
 
 632.1 
 
 
 Cost of goods sold 
 554.8 
 2.4 
 557.2 
 
 
 Gross profit 
 77.4 
 (2.4 ) 
 74.9 
 -3 % 
 
 Selling, general and administrative
 expenses 
 17.9 
 
 17.9 
 
 
 Other operating
 expense - net 
 1.0 
 
 1.0 
 
 
 Operating income (loss) 
 58.4 
 (2.4 ) 
 56.0 
 
 
 Interest expense - affiliates 
 (1.5 ) 
 
 (1.5 ) 
 
 
 Interest expenses - nonaffiliates 
 (11.5 ) 
 
 (11.5 ) 
 
 
 Interest income 
 2.8 
 
 2.8 
 
 
 Net gain (loss) on forward and derivative
 contracts - nonaffiliates 
 (30.2 ) 
 
 (30.2 ) 
 
 
 Net gain (loss) on forward and derivative
 contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 (6.2 ) 
 
 (6.2 ) 
 
 
 Other income (loss)
 - net 
 (2.2 ) 
 
 (2.2 ) 
 
 
 Income (loss) before income taxes 
 9.6 
 (2.4 ) 
 7.2 
 
 
 Income tax benefit
 (expense) 
 1.1 
 
 1.1 
 
 
 Income (loss) before equity in earnings of joint ventures 
 10.7 
 (2.4 ) 
 8.2 
 
 
 Equity in losses
 of joint ventures 
 - 
 
 - 
 
 
 Net income (loss) 
 10.7 
 (2.4 ) 
 8.2 
 
 
 Net loss attributable
 to noncontrolling interests 
 (4.3 ) 
 (2.4 ) 
 (6.7 ) 
 36 % 
 
 Net income (loss) attributable to Century stockholders 
 14.9 
 - 
 14.9 
 0 % 
 
 Less: net income
 allocated to participating securities 
 0.8 
 
 0.8 
 
 
 Net income (loss) allocated to common stockholders 
 $ 14.1 
 $ - 
 $ 14.1 
 0 % 
 

 

 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 – 11] 

 

 

 
 
 
 

 

 February 17, 2026 

 

 September 30, 2025 Year to Date Consolidated Statement of Operations
Restated (unaudited) 

 

 
 
 
 (Unaudited) 
 
 
 
 Nine Months
 Ended September 30, 2025 
 
 
 
 As Reported 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 1,065.9 
 
 $ 1,065.9 
 
 
 Other customers 
 828.2 
 
 828.2 
 
 
 Total net sales 
 1,894.2 
 - 
 1,894.2 
 
 
 Cost of goods sold 
 1,720.0 
 7.8 
 1,727.8 
 
 
 Gross profit 
 174.2 
 (7.8 ) 
 166.4 
 -5 % 
 
 Selling, general and administrative
 expenses 
 44.4 
 
 44.4 
 
 
 Other operating
 expense - net 
 4.6 
 - 
 4.6 
 
 
 Operating income (loss) 
 125.2 
 (7.8 ) 
 117.4 
 
 
 Interest expense - affiliates 
 (5.2 ) 
 - 
 (5.2 ) 
 
 
 Interest expenses - nonaffiliates 
 (31.3 ) 
 - 
 (31.3 ) 
 
 
 Interest income 
 6.5 
 
 6.5 
 
 
 Net gain (loss) on forward and derivative
 contracts - nonaffiliates 
 (51.2 ) 
 
 (51.2 ) 
 
 
 Net gain (loss) on forward and derivative
 contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 (6.2 ) 
 
 (6.2 ) 
 
 
 Other income (loss)
 - net 
 (11.3 ) 
 
 (11.3 ) 
 
 
 Income (loss) before income taxes 
 26.4 
 (7.8 ) 
 18.6 
 
 
 Income tax benefit
 (expense) 
 0.8 
 - 
 0.8 
 
 
 Income (loss) before equity in earnings of joint ventures 
 27.2 
 (7.8 ) 
 19.4 
 
 
 Equity in losses
 of joint ventures 
 (0.0 ) 
 - 
 (0.0 ) 
 
 
 Net income (loss) 
 27.2 
 (7.8 ) 
 19.4 
 
 
 Net loss attributable
 to noncontrolling interests 
 (12.8 ) 
 (7.8 ) 
 (20.6 ) 
 
 
 Net income (loss) attributable to Century stockholders 
 40.0 
 - 
 40.0 
 0 % 
 
 Less: net income
 allocated to participating securities 
 2.0 
 
 2.0 
 
 
 Net income (loss) allocated to common stockholders 
 $ 38.0 
 $ - 
 $ 38.0 
 0 % 
 

 

 June 30, 2025 Consolidated
Balance Sheet Restated (unaudited) 

 

 
 
 
 Unaudited 
 
 
 
 As of
 June 30, 2025 
 
 
 
 As Reported 
 Impacted 
 Revised 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 40.7 
 
 $ 40.7 
 
 
 Restricted cash 
 2.8 
 
 2.8 
 
 
 Accounts receivable - net 
 108.2 
 
 108.2 
 
 
 Non-trade receivables 
 - 
 17.1 
 17.1 
 
 
 Due from affiliates 
 13.8 
 
 13.8 
 
 
 Manufacturing credit receivable 
 81.5 
 
 81.5 
 
 
 Inventories 
 513.4 
 
 513.4 
 
 
 Derivative assets 
 4.4 
 
 4.4 
 
 
 Prepaid and other current assets 
 25.5 
 
 25.5 
 
 
 Total current assets 
 790.3 
 17.1 
 807.4 
 2 % 
 
 Property, plant and equipment - net 
 975.6 
 175.2 
 1,150.7 
 
 
 Manufacturing credit receivable - less current portion 
 113.5 
 
 113.5 
 
 
 Other assets 
 69.6 
 0.9 
 70.5 
 
 
 TOTAL 
 $ 1,949.0 
 $ 193.2 
 $ 2,142.2 
 9 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: 
 
 
 - 
 
 
 Accounts payable, trade 
 $ 197.7 
 
 $ 197.7 
 
 
 Accrued compensation and benefits 
 44.2 
 1.0 
 45.2 
 
 
 Due to affiliates 
 100.7 
 
 100.7 
 
 
 Non-trade payables 
 7.7 
 (7.7 ) 
 - 
 
 
 Accrued and other current liabilities 
 44.9 
 3.2 
 48.1 
 
 
 Derivative liabilities 
 19.4 
 
 19.4 
 
 
 Current maturities of long-term debt 
 36.5 
 
 36.5 
 
 
 Total current liabilities 
 451.1 
 (3.6 ) 
 447.5 
 
 
 Long-term debt 
 442.3 
 
 442.3 
 
 
 Long-term debt due to affiliates 
 10.3 
 
 10.3 
 
 
 Accrued benefits costs - less current portion 
 127.8 
 14.5 
 142.3 
 
 
 Other liabilities 
 96.8 
 
 96.8 
 
 
 Deferred taxes 
 73.5 
 
 73.5 
 
 
 Asset retirement obligations - less current
 portion 
 63.2 
 19.3 
 82.5 
 
 
 Total noncurrent liabilities 
 813.6 
 33.8 
 847.4 
 
 
 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: 
 
 
 - 
 
 
 Preferred stock 
 0.0 
 
 0.0 
 
 
 Common stock 
 1.0 
 
 1.0 
 c 
 
 Additional paid-in capital 
 2,552.0 
 
 2,552.0 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (100.0 ) 
 
 (100.0 ) 
 
 
 Accumulated deficit 
 (1,642.1 ) 
 
 (1,642.1 ) 
 
 
 Total Century shareholders' equity 
 724.6 
 - 
 724.6 
 0 % 
 
 Noncontrolling interests 
 (40.3 ) 
 163.1 
 122.8 
 
 
 Total equity 
 684.3 
 163.1 
 847.4 
 19 % 
 
 TOTAL 
 $ 1,949.0 
 $ 193.2 
 $ 2,142.2 
 9 % 
 

 

 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 – 12] 

 

 

 
 
 
 

 

 
 

 February 17, 2026 

 

 June 30, 2025 Quarter to Date Consolidated Statement of Operations
Restated (unaudited) 

 

 
 
 
 Unaudited 
 
 
 
 Three
 Months Ended June 30, 2025 
 
 
 
 As Reported 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 367.5 
 
 $ 367.5 
 
 
 Other customers 
 260.5 
 
 260.5 
 
 
 Total net sales 
 628.1 
 
 628.1 
 
 
 Cost of goods sold 
 591.9 
 2.6 
 594.4 
 
 
 Gross profit 
 36.2 
 (2.6 ) 
 33.6 
 -8 % 
 
 Selling, general and administrative
 expenses 
 14.0 
 
 14.0 
 
 
 Other operating
 expense - net 
 1.6 
 
 1.6 
 
 
 Operating income (loss) 
 20.6 
 (2.6 ) 
 18.0 
 
 
 Interest expense - affiliates 
 (1.9 ) 
 
 (1.9 ) 
 
 
 Interest expenses - nonaffiliates 
 (9.8 ) 
 
 (9.8 ) 
 
 
 Interest income 
 2.0 
 
 2.0 
 
 
 Net gain (loss) on forward and derivative
 contracts - nonaffiliates 
 (15.6 ) 
 
 (15.6 ) 
 
 
 Net gain (loss) on forward and derivative
 contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 - 
 
 - 
 
 
 Other income (loss)
 - net 
 (5.8 ) 
 
 (5.8 ) 
 
 
 Income (loss) before income taxes 
 (10.4 ) 
 (2.6 ) 
 (13.0 ) 
 
 
 Income tax benefit
 (expense) 
 1.3 
 
 1.3 
 
 
 Income (loss) before equity in earnings
 of joint ventures 
 (9.1 ) 
 (2.6 ) 
 (11.7 ) 
 
 
 Equity in losses
 of joint ventures 
 (0.0 ) 
 
 (0.0 ) 
 
 
 Net income (loss) 
 (9.1 ) 
 (2.6 ) 
 (11.7 ) 
 
 
 Net loss attributable
 to noncontrolling interests 
 (4.5 ) 
 (2.6 ) 
 (7.1 ) 
 36 % 
 
 Net income (loss) attributable to Century
 stockholders 
 (4.6 ) 
 - 
 (4.6 ) 
 0 % 
 
 Less: net income
 allocated to participating securities 
 0.8 
 
 0.8 
 
 
 Net income (loss) allocated to common stockholders 
 $ (5.4 ) 
 $ - 
 $ (5.4 ) 
 0 % 
 

 

 June 30, 2025 Year to Date Consolidated Statement of Operations
Restated (unaudited) 

 

 
 
 
 Six Months
 Ended June 30, 2025 
 
 
 
 Unaudited 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 746.3 
 
 $ 746.3 
 
 
 Other customers 
 515.7 
 
 515.7 
 
 
 Total net sales 
 1,262.0 
 - 
 1,262.0 
 
 
 Cost of goods sold 
 1,165.2 
 5.4 
 1,170.6 
 
 
 Gross profit 
 96.8 
 (5.4 ) 
 91.4 
 -6 % 
 
 Selling, general and administrative
 expenses 
 26.5 
 
 26.5 
 
 
 Other operating
 expense - net 
 3.6 
 - 
 3.6 
 
 
 Operating income (loss) 
 66.8 
 (5.4 ) 
 61.4 
 
 
 Interest expense - affiliates 
 (3.7 ) 
 - 
 (3.7 ) 
 
 
 Interest expenses - nonaffiliates 
 (19.8 ) 
 - 
 (19.8 ) 
 
 
 Interest income 
 3.7 
 
 3.7 
 
 
 Net gain (loss) on forward and derivative
 contracts - nonaffiliates 
 (21.0 ) 
 
 (21.0 ) 
 
 
 Net gain (loss) on forward and derivative
 contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 - 
 
 - 
 
 
 Other income (loss)
 - net 
 (9.2 ) 
 
 (9.2 ) 
 
 
 Income (loss) before income taxes 
 16.9 
 (5.4 ) 
 11.5 
 
 
 Income tax benefit
 (expense) 
 (0.3 ) 
 - 
 (0.3 ) 
 
 
 Income (loss) before equity in earnings
 of joint ventures 
 16.6 
 (5.4 ) 
 11.2 
 
 
 Equity in losses
 of joint ventures 
 (0.0 ) 
 - 
 (0.0 ) 
 
 
 Net income (loss) 
 16.6 
 (5.4 ) 
 11.2 
 
 
 Net loss attributable
 to noncontrolling interests 
 (8.5 ) 
 (5.4 ) 
 (13.9 ) 
 39 % 
 
 Net income (loss) attributable to Century
 stockholders 
 25.1 
 - 
 25.1 
 0 % 
 
 Less: net income
 allocated to participating securities 
 2.0 
 
 2.0 
 
 
 Net income (loss) allocated to common stockholders 
 $ 23.1 
 $ - 
 $ 23.1 
 0 % 
 

 

 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 – 13] 

 

 

 
 
 
 

 

 February 17, 2026 

 

 March 31, 2025 Consolidated Balance Sheet Restated (unaudited) 

 

 
 
 
 As of
 March 31, 2025 
 
 
 
 Unaudited 
 Impact 
 Restated 
 % Impact 
 
 ASSETS 
 
 
 
 
 
 Cash and cash equivalents 
 $ 44.9 
 
 $ 44.9 
 
 
 Restricted cash 
 2.8 
 
 2.8 
 
 
 Accounts receivable - net 
 108.9 
 
 108.9 
 
 
 Non-trade receivables 
 - 
 7.7 
 7.7 
 
 
 Due from affiliates 
 8.4 
 
 8.4 
 
 
 Manufacturing credit receivable 
 81.5 
 
 81.5 
 
 
 Inventories 
 542.2 
 
 542.2 
 
 
 Derivative assets 
 7.6 
 
 7.6 
 
 
 Prepaid and other current assets 
 25.6 
 
 25.6 
 
 
 Total current assets 
 821.9 
 7.7 
 829.6 
 1 % 
 
 Property, plant and equipment - net 
 972.2 
 177.4 
 1,149.7 
 
 
 Manufacturing credit receivable - less current portion 
 63.8 
 
 63.8 
 
 
 Other assets 
 96.7 
 0.9 
 97.6 
 
 
 TOTAL 
 $ 1,954.6 
 $ 186.1 
 $ 2,140.7 
 9 % 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: 
 
 
 - 
 
 
 Accounts payable, trade 
 $ 201.7 
 
 $ 201.7 
 
 
 Accrued compensation and benefits 
 40.6 
 1.0 
 41.6 
 
 
 Due to affiliates 
 122.6 
 
 122.6 
 
 
 Non-trade payables 
 7.4 
 (7.4 ) 
 - 
 
 
 Accrued and other current liabilities 
 36.8 
 2.6 
 39.4 
 
 
 Derivative liabilities 
 10.2 
 
 10.2 
 
 
 Current debt due to affiliates 
 - 
 
 - 
 
 
 Current maturities of long-term debt 
 28.3 
 
 28.3 
 
 
 Total current liabilities 
 447.6 
 (3.8 ) 
 443.8 
 
 
 Long-term debt 
 444.3 
 
 444.3 
 
 
 Long-term debt due to affiliates 
 10.0 
 
 10.0 
 
 
 Accrued benefits costs - less current portion 
 129.3 
 14.5 
 143.8 
 
 
 Other liabilities 
 95.7 
 
 95.7 
 
 
 Deferred taxes 
 72.7 
 
 72.7 
 
 
 Asset retirement obligations - less current
 portion 
 64.4 
 20.7 
 85.1 
 
 
 Total noncurrent liabilities 
 816.4 
 35.2 
 851.6 
 
 
 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: 
 
 
 - 
 
 
 Preferred stock 
 0.0 
 
 0.0 
 
 
 Common stock 
 1.0 
 
 1.0 
 
 
 Additional paid-in capital 
 2,550.8 
 
 2,550.8 
 
 
 Treasury stock, at cost 
 (86.3 ) 
 
 (86.3 ) 
 
 
 Accumulated other comprehensive loss 
 (101.6 ) 
 
 (101.6 ) 
 
 
 Accumulated deficit 
 (1,637.5 ) 
 
 (1,637.5 ) 
 
 
 Total Century shareholders' equity 
 726.4 
 - 
 726.4 
 0 % 
 
 Noncontrolling interests 
 (35.7 ) 
 154.7 
 119.0 
 130 % 
 
 Total equity 
 690.7 
 154.7 
 845.4 
 18 % 
 
 TOTAL 
 $ 1,954.6 
 $ 186.1 
 $ 2,140.7 
 9 % 
 

 

 March 31, 2025 Year to Date Consolidated Statement of Operations
Restated (unaudited) 

 

 
 
 
 Unaudited 
 
 
 
 Three
 Months Ended March 31, 2025 
 
 
 
 As Reported 
 Impact 
 Restated 
 % Impact 
 
 Net sales 
 
 
 
 
 
 Related parties 
 $ 378.8 
 
 $ 378.8 
 
 
 Other customers 
 255.2 
 
 255.2 
 
 
 Total net sales 
 633.9 
 
 633.9 
 
 
 Cost of goods sold 
 573.3 
 3.3 
 576.6 
 
 
 Gross profit 
 60.6 
 (3.3 ) 
 57.3 
 -6 % 
 
 Selling, general and administrative
 expenses 
 12.5 
 
 12.5 
 
 
 Other operating
 expense - net 
 1.9 
 
 1.9 
 
 
 Operating income (loss) 
 46.1 
 (3.3 ) 
 42.9 
 
 
 Interest expense - affiliates 
 (1.8 ) 
 
 (1.8 ) 
 
 
 Interest expenses - nonaffiliates 
 (10.0 ) 
 
 (10.0 ) 
 
 
 Interest income 
 1.8 
 
 1.8 
 
 
 Net gain (loss) on forward and derivative
 contracts - nonaffiliates 
 (5.4 ) 
 
 (5.4 ) 
 
 
 Net gain (loss) on forward and derivative
 contracts - affiliates 
 - 
 
 - 
 
 
 Loss on early extinguishment of debt 
 - 
 
 - 
 
 
 Other income (loss)
 - net 
 (3.4 ) 
 
 (3.4 ) 
 
 
 Income (loss) before income taxes 
 27.3 
 (3.3 ) 
 24.0 
 
 
 Income tax benefit
 (expense) 
 (1.6 ) 
 
 (1.6 ) 
 
 
 Income (loss) before equity in earnings
 of joint ventures 
 25.7 
 (3.3 ) 
 22.4 
 
 
 Equity in losses
 of joint ventures 
 - 
 
 - 
 
 
 Net income (loss) 
 25.7 
 (3.3 ) 
 22.4 
 
 
 Net loss attributable
 to noncontrolling interests 
 (4.0 ) 
 (3.3 ) 
 (7.2 ) 
 45 % 
 
 Net income (loss) attributable to Century
 stockholders 
 29.7 
 - 
 29.7 
 0 % 
 
 Less: net income
 allocated to participating securities 
 0.8 
 
 0.8 
 
 
 Net income (loss) allocated to common stockholders 
 $ 28.9 
 $ - 
 $ 28.9 
 0 % 
 

 

 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 – 14]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 14, 2026

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 September 30, 2025
 Response dated August 6, 2025
 File No. 001-34474
Dear Peter Trpkovski:

 We have reviewed your August 6, 2025 response to our comment letter and
have the
following comment.

 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 July 23,
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

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.
 January 14, 2026
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

August 6, 2025

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 March 31, 2025

    Response dated July 23, 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 July 23, 2025, with respect to the above-referenced filings. Set forth below are the Staff’s
comments followed by the Company’s responses to the comments. The numbering of the responses and the headings set forth below correspond
to the numbered comments and headings in the Comment Letter. The Staff’s comments are bolded.

Form 10-K for the Fiscal Year Ended December 31, 2024

Notes to the Consolidated Financial Statements

Note 2. Acquisition of Jamalco, page 64

 1. We have reviewed your response to prior comment 1 and have the following comments. We note that you did not record any lease right-of-use
assets or intangible assets related to Jamalco’s right to use the Co-Tenancy Assets owned by the venture partner at no cost. Please
tell us your consideration of ASC 842 and ASC 360 in determining that no such assets were required to be recognized. In addition, confirm
to us the types of assets that are Co-Tenancy Assets, such as refining facilities, mining leases, and equipment.

We acknowledge the Staff’s comment and respectfully provide the
following explanation regarding our accounting considerations under Topic 842 – Leases. With respect to recognition of an
intangible asset, we evaluated accounting considerations under Topic 350 – Intangibles – Goodwill and Other.

The Co-Tenancy Assets include bauxite mining and alumina refining facilities,
the real property or interests therein on which such facilities are located, refinery equipment, rail equipment, material handling equipment,
transportation equipment, residue storage area equipment, and mineral reserves, which are used in connection with our joint activities.
The Jamalco operations utilize the Co-Tenancy Assets jointly owned by our subsidiary, General Alumina Jamaica Limited (GAJL), and the
Government of Jamaica (the JV Partner) at no cost pursuant to the joint venture agreement.

August 6, 2025

Page 2

The Company notes that it does not believe that it has a controlling
interest in a legal entity that owns the Co-Tenancy Assets, and that as a result, consolidation of something other than a legal entity
is precluded under US Generally Accepted Accounting Principles (“US GAAP”). The Company observes that for certain real estate
entities, proportionate interests in real estate may be treated as an equity method investment when certain conditions are met. Such guidance
does not apply to other entities nor does it apply to assets other than real estate and does not extend to full consolidation, and thus
does not apply to our direct interests in the Co-Tenancy Assets.

With respect to accounting for the Co-Tenancy Assets, we considered
EY’s Financial Reporting Developments on Consolidation, section 14.2, which states that proportionate consolidation is permitted
for ownership of an undivided interest in an asset when each owner is entitled only to its pro rata share of income and expenses and is
proportionately liable for its share of each liability. This was the case with respect to the Co-Tenancy Assets, and thus we proportionately
consolidated our undivided interest in the Co-Tenancy Assets.

In proportionately consolidating, the counterparty bears its own operating
costs through depreciation of its own basis in the Co-Tenancy Assets (which may be different from the Company’s), and through the
other costs and expenses the counterparty incurs in maintaining its portion of those assets, including their respective costs incurred
in financing and insuring the Co-Tenancy Assets.

With respect to undivided interests, it is inherent that the parties
must agree on a way to deploy the assets in which undivided interests are jointly held. However, the guidance does not require that the
party operating the assets on behalf of the two parties that jointly decided how to deploy them would have a lease or other intangible
asset for the undivided interests in the assets that it does not control.

Nonetheless, we considered whether other guidance might apply to the
arrangement related to Jamalco’s right to use the Co-Tenancy Assets owned by the JV Partner that would suggest accounting for a
lease or other intangible asset for the other undivided interest in the Co-Tenancy Assets.

Consideration of Topic 842:

In our contemplation of Topic 842, we consider the total of the Co-Tenancy
Assets as the unit of account for the assessment of a lease rather than the undivided interest of each individual owner. Under ASC 842-10-15-3,
a contract is or contains a lease if it “conveys the right to control the use of identified property, plant, or equipment (an identified
asset) for a period of time in exchange for consideration.” (emphasis added) This includes three criteria the arrangement
must possess to be a lease: 1) an identified asset, 2) the customer has the right to substantially all of the economic benefits from use
of the asset, and 3) the customer has the right to direct the use of the asset.

We considered this guidance and determined the following:

 · On a consolidated basis, the Company (through Jamalco) would be the potential
 ‘customer’ in this case of the JV Partner’s 45% undivided interests in the Co-Tenancy Assets. The Company (through its
other consolidated subsidiaries) already owns a 55% undivided interest in those same assets, which are recognized as owned.

 · ASC 842-10-15-16 states that a capacity portion of an asset is an identified
asset if it is physically distinct, or a capacity portion of an asset that represents substantially all of the capacity of the asset.

 o The Company notes that the JV Partner’s undivided interest in the Co-Tenancy Assets does not represent a physically distinct
portion of the assets.

August 6, 2025

Page 3

 o Additionally, the JV Partner’s interest is not substantially all of the capacity of the Co-Tenancy Assets. Substantially all
is generally interpreted to mean 90% or more. The JV Partner’s undivided interest is only 45% of the Co-Tenancy Assets, which thus
is not substantially all of the capacity portion of the Co-Tenancy Assets.

 o Because the JV Partner’s undivided interest in the Co-Tenancy Assets is neither physically distinct, nor substantially all of
the capacity of the Co-Tenancy Assets, management concluded that it would not meet the criteria to be an identified asset and thus could
not be leased under ASC 842.

 · Further, in respect to criteria 2 above, we noted that the Company would
also not have the right to substantially all of the economic benefits from use of the Co-Tenancy Assets, as it is required to distribute
JV Partner’s respective share of its undivided interest in the assets based on its ownership. That is, the Company only has the
right to retain benefits pertaining to its own 55% interest in the Co-Tenancy Assets, but has no right to the JV Partner’s benefits
pertaining to its 45% share. This is different from a sales-based royalty, in which a lessor is provided with a percentage based on third
party sales, which is viewed that the entity obtains 100% of the benefits and redirects a portion as a lease payment; in our case, by
contrast, this is an attribution of proportionate costs in a cost sharing arrangement. Cost sharing arrangements are common in extractive
industries. Additionally, the JV Partner’s 45% share of the alumina produced is transferred at cost providing limited economic benefit
to the Company. Thus, we would not obtain substantially all of the economic benefits from the use of the assets and thus Jamalco’s
right to use the JV partners’ Co-Tenancy Assets would not be a lease, even if there were an identified asset.

Finally, the joint venture partners do not receive cash or fixed non-cash
consideration for Jamalco’s use of the Co-Tenancy Assets. The joint venture partners receive their respective 55% or 45% share of
the direct output of the operations, which is variable and not determinable in advance of any given reporting period. Even if the allocation
to the joint venture partners of Jamalco’s output were to be treated as consideration for use of the Co-Tenancy Assets, such consideration
would not be deemed to be lease payments due to its variable nature. Under ASC 842-10-30-6, variable lease payments that do not depend
on an index or rate are excluded from the measurement of lease liabilities and right-of-use assets, and thus there would be no balance
sheet amounts recorded in respect of any potential lease.

 o ASC 842 is focused on the contractually enforceable terms and conditions of arrangements. This is even the case in arrangements between
related parties, as is provided for in ASC 842-10-55-12: “Leases between related parties should be classified in accordance with
the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease.
In the separate financial statements of the related parties, the classification and accounting for the leases should be the same as for
leases between unrelated parties.” That is, the Company would not consider what “arm’s length” terms would be,
but rather account for the arrangements solely based on their contractual terms and conditions, to the extent ASC 842 were applicable.

Consideration of Topic 350:

The Company considered whether the right to use the remaining non-distinct
capacity portion of the Co-Tenancy assets should be reflected as an intangible asset. For context, because Jamalco is consolidated by
the Company, the Company already recognizes its proportionate ownership in 55% of the assets. Any rights between Jamalco and the Company
eliminate upon consolidation, so management considered whether the Company (including through Jamalco as a consolidated subsidiary) has
an intangible asset with regard to the JV Partner’s undivided interest that is used by Jamalco, even if such right does not meet
the definition of a lease.

August 6, 2025

Page 4

Generally, when a contract does not contain a lease but includes an
ongoing right to use or access an asset, US GAAP are not entirely clear as to how to account for such rights. This issue was raised in
the adoption of ASC 842 around land easements. In paragraph BC5 of the Background Information and Basis for Conclusions to Accounting
Standards Update 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, (“ASU 2018-01”),
the FASB acknowledged that diverse practice existed for land easements, and, among other observations, noted that “some entities
account for land easements paid over time as either executory contracts or finite life intangible assets, while others account for such
easements as leases.” Similarly, the Company believes diversity also exists in evaluating the right to use a non-distinct portion
of an asset.

Because the asset must continue to be made available, and the JV Partner
is equally responsible for ongoing repair and maintenance activities that are necessary for the assets to continue to function, and shares
jointly in their operating costs, the Company determined that there is an ongoing obligation for the JV Partner to continue to participate
in making their portion of the asset available in a usable condition. Therefore, the arrangements are then accounted for as executory
contracts.

Intangible assets are not typically recognized for executory contracts
unless there are off-market terms or there is an in-place contract value. We do not believe either of those to be present with respect
to Jamalco’s use of the Co-Tenancy Assets, as the JV Partner is still entitled to its proportionate share of the outputs created
with the Co-Tenancy Assets, and the Company has recognized its own cost in obtaining the undivided interest in the portion of the assets
it acquired. The fact that no cost is charged to either party is consistent with the fact that each party is contributing the economic
benefit of a portion of the jointly held asset toward a common goal in proportion to their undivided interest, and that neither party
is contributing the asset itself.

In addition to Topic 350, the Company considered the FASB’s Concepts
Statement No. 8—Conceptual Framework for Financial Reporting—Chapter 4, Elements of Financial Statements, which states
that an asset is a present right to an economic benefit. Although the Co-Tenancy assets are available for Jamalco's use within the bauxite
mining and alumina refining operations, we, through our consolidated JV or otherwise, do not receive any economic benefit from the JV
Partner’s 45% undivided interest in the Co-Tenancy Assets, as the respective 45% of alumina produced is distributed to our JV partner
at cost. Without an ability to derive economic benefit from the use of these assets, the fundamental criterion for asset recognition is
not met.

Accordingly, the Company does not believe there is a basis to recognize
an additional intangible asset to be recorded by the Company for the right to use the JV’s Partner’s proportionate share of
the Co-Tenancy Assets.

 2. We note that Jamalco has the right to use the Co-Tenancy assets at no cost. Please address the following:

 · Explain to us whether and how the joint venturers can monetize their respective rights in the Co-Tenancy Assets apart from their
interests in the joint venture or through the operations of the joint venture.

August 6, 2025

Page 5

We acknowledge the Staff’s comment and respectfully advise the
Staff that the Company asserts it has the ability to and will in the future monetize its interests in the Co-Tenancy Assets separate and
apart from the joint venture in a variety of circumstances. For example, with respect to equipment that may still have useful life but
is no longer suited for the joint venture’s operations for any reason, it is anticipated that the owners of the Co-Tenancy Assets
may sell such equipment, which may also include either the Company or the JV Partner agreeing to sell their undivided interest to the
other party. Such terms would have to be agreed to by both parties. If the subject equipment no longer has a useful life, it is expected
that the owners of the Co-Tenancy Assets may sell such equipment for scrap.

Importantly, consistent with undivided interest concepts, and different
from consolidation of a legal entity, the Company cannot unilaterally sell the Co-Tenancy Assets, even if it would immediately remit 45%
of the proceeds to the JV Partner. Instead, because the JV Partner has a joint, undivided interest in the asset, the JV Partner must also
participate in any decision to sell or dispose of the assets, in the same way that they had to agree to purchase those assets upon initial
acquisition. The fact that this aligns with the Jamalco ownership structure is operationally and economically advantageous and avoids
more complex cost-sharing that could otherwise result. But it is this direct ownership and joint participation that also demonstrates
a distinction from a consolidated legal entity over which the Company has a controlling financial interest.

We also note that either of the Company or the JV Partner, acting in
its individual capacity and not on behalf of Jamalco, would be permitted to transfer its undivided interest in the Co-Tenancy Assets to
a third party,

July 23, 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 June 3, 2025
File No. 001-34474
Dear Peter Trpkovski:
            We have reviewed your June 3, 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 May 19,
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
1.We have reviewed your response to prior comment 1 and have the following
comments. We note that you did not record any lease right-of-use assets or intangible
assets related to Jamalco’s right to use the Co-Tenancy Assets owned by the venture
partner at no cost. Please tell us your consideration of ASC 842 and ASC 360 in
determining that no such assets were required to be recognized. In addition, confirm
to us the types of assets that are Co-Tenancy Assets, such as refining facilities, mining
leases, and equipment.

We note that Jamalco has the right to use the Co-Tenancy assets at no cost. Please 2.

July 23, 2025
Page 2
address the following:

•Explain to us whether and how the joint venturers can monetize their respective
rights in the Co-Tenancy Assets apart from their interests in the joint venture or
through the operations of the joint venture.

•Explain to us how Jamalco’s lack of title of the Co-Tenancy Assets substantively
impedes its ability to control the assets differently than if Jamalco outright owned
them.

3.Please tell us whether accounting for the Co-Tenancy Assets under alternative views
where the Co-Tenancy Assets are consolidated as part of the consolidation of Jamalco
or where lease or intangible assets are recognized by Jamalco would have a material
impact on your financial statements. Provide us with the basis for your judgment.

            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

CORRESP
1
filename1.htm

June 3, 2025

BY ELECTRONIC SUBMISSION

United States Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

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 March 31,
2025

  Response dated May 19, 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 May 19, 2025, with respect to the above-referenced filings. Set forth below are the Staff’s
comments followed by the Company’s responses to the comments. The numbering of the responses and the headings set forth below correspond
to the numbered comments and headings in the Comment Letter. The Staff’s comments are bolded.

Form 10-K for the Fiscal Year Ended December 31, 2024

Notes to the Consolidated Financial Statements

Note 2. Acquisition of Jamalco, page 64

 1. 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 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.

We acknowledge the Staff’s comment and respectfully note that,
as it relates to its operations in Jamaica, the Company has two distinct types of interests which it separately accounts for:

 · A controlling financial interest in the Jamalco JV, a legal entity. As a result of its controlling financial interest, the Company
fully consolidates the results of operations and the financial position of the Jamalco JV in accordance with the provisions of ASC 810
and recognizes a noncontrolling interest in respect of the interest held by the other equity interest holder in the Jamalco JV; and

June 3, 2025

Page 2

 · A direct, undivided interest in property, equipment, and refinery and mining operations assets (the “Production Assets”).
These Production Assets are not held or owned by the Jamalco JV, or by any intermediate legal entity for that matter, and therefore the
direct, undivided interest that the Company owns in each of the Production Assets is accounted for by the Company separately from the
Company’s accounting for its controlling financial interest in the Jamalco JV.

We acknowledge and agree with the Staff’s comment 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 resources.” We respectfully note, however,
that the guidance in ASC 810-10-45-14 relates specifically to scenarios in which proportionate consolidation may be an acceptable alternative
to the equity method of accounting in instances in which the equity method of accounting would otherwise apply. The context and intent
of this guidance is indicated within EITF 00-1 (the “EITF”), which is the original pre-codification guidance of paragraph
ASC 810-10-45-14. Specifically, paragraph 3 therein states the following: “The issue is whether there are circumstances in which
proportionate gross presentation is appropriate under the equity method of accounting for an investment in a legal entity (emphasis
added).”

The specific facts and circumstances that exist with respect to the
Company’s interests in the Production Assets are therefore not those that are contemplated by ASC 810-10-45-14, given that such
interests represent direct, undivided ownership interests in the Production Assets themselves (instead of, for example, ownership interests
in a legal entity that would otherwise be subject to the equity method of accounting, as contemplated by paragraph 3 of the EITF). More
specifically, these Production Assets are not held or owned by the Jamalco JV. Rather, the Company’s interests in each of these
Production Assets are held directly by the Company.

In further support of the Company’s accounting for the undivided
interests in the Production Assets, the Company respectfully advises the Staff that Section 14.2 of EY’s Financial Reporting
Developments on Consolidation (EY Consolidation FRD) notes the following [emphasis added]:

Proportionate consolidation is permitted only
for the following:

 1) Investments in unincorporated legal entities (e.g., partnerships) in the extractive or construction industries that would otherwise
be accounted for under the equity method of accounting (i.e., a controlling financial interest does not exist). To determine whether a
legal entity (e.g., an LLC) represents an unincorporated legal entity for purposes of determining whether proportionate consolidation
is permitted, the investor should consider whether the governance provisions are more akin to a partnership or corporation (see section
7.3.1.6). Based on discussions with the SEC staff, we understand that the SEC staff shares this view.

 2) Ownership of an undivided interest in an asset when each owner is entitled only to its pro rata share of income and expenses and
is proportionately liable for its share of each liability. However, real estate entities subject to ASC 970-323 that own an undivided
interest in real property that is under joint control (as defined in US GAAP) must use the equity method of accounting.

June 3, 2025

Page 3

Under proportionate consolidation, the investor presents
its proportionate share of the investee’s revenues and expenses in each major revenue and expense caption of the investor’s
income statement. Also, the investor may present its proportionate share of the investee’s assets and liabilities separately in
each major asset and liability caption of the investor’s balance sheet. […]

We note that the facts and circumstances surrounding the Company’s
ownership of undivided interests in the Production Assets align with (2) above. Therefore, the Company accounts for its undivided
interest in each of the Production Assets based upon the proportion of the undivided interests that it holds in each Production Asset,
in a manner similar to proportionate consolidation.

For the avoidance of doubt, we wish to clarify that, separately from
the Company’s ownership of direct, undivided interests in the Production Assets, the Company also holds a 55% interest in the Jamalco
JV, through which it fully consolidates all assets held by the Jamalco JV (which, as explained above, do not include the Production Assets).
As the Staff noted, we have concluded the Jamalco JV is a legal entity, subjected it to the consolidation model in ASC 810, and determined
that the Company has a variable interest in the legal entity that is a variable interest entity. The Company concluded it is the primary
beneficiary of the Jamalco JV and fully consolidates the Jamalco JV on that basis.

Accordingly, the Company respectfully submits that it is properly accounting
for its respective interests in the Jamalco JV (full consolidation) and in the direct, undivided interests in the Production Assets (proportionate
consolidation).

 2. We note your disclosure on page F-101 of the carrying amounts and flows 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.

We acknowledge the Staff’s comment and respectfully advise the
Staff that we will provide additional disclosures in future filings with respect to how the Company’s interest in Jamalco affects
the Company’s financial position, financial performance, and cash flows. With respect to financial performance, we note the Company
disclosed the following in its 2024 form 10-K: “For the twelve months ended December 31, 2023, Jamalco contributed $150.3 million
to our total revenues and a loss of $41.1 million to our total earnings. In connection with the acquisition, the Company incurred approximately
$1.4 million of transaction costs for the twelve months ended December 31, 2023, which are included in selling, general and administrative
expenses on the Consolidated Statements of Operations.”

In future filings, we will expand our disclosures to include the following
information to better inform users of our financial statements of the effects of the Jamalco VIE’s involvement on performance and
cash flow:

Jamalco mines and refines bauxite and constructs capital
assets that are paid for and owned by the joint venture partners. While the Company consolidates the full results of Jamalco, the Company
owns a 55% ownership interest in Jamalco and is responsible for funding 55% of its operating costs and capital requirements and does not
provide additional financial support beyond its equity interest. The Company obtains direct ownership of our 55% share of Jamalco’s
outputs and purchases the remaining 45% of the output from the Government of Jamaica. Through direct ownership and purchase, 100% of Jamalco’s
output is either retained and utilized in the Company’s business operations or sold by the Company. The Company’s consolidated
statement of cash flows reflects 100% of cash flows related to the Jamalco operations. The Company receives cash proceeds from the Government
of Jamaica for its 45% interest of the Jamalco operating costs and capital requirements.

June 3, 2025

Page 4

Note 19. Business Segments, page 97

 3. 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”).

We acknowledge the SEC’s comment and respectfully advise the
Staff that the Company applies the guidance prescribed in ASC Topic 280, Segment Reporting, in its determination that it has a single
operating segment and single reportable segment. This conclusion is supported by the way in which the Company conducts its business activities
and the way in which the Chief Operating Decision Maker (“CODM”) views and manages the business. The Company is organized
as a holding company, with each of the previously identified operating segments (as well as the Jamalco JV and our Vlissingen business,
the “business units”) owned by a separate subsidiary. The CODM makes resource allocation decisions on a consolidated basis.
That is, the Company’s business is not divided into multiple components for purposes of reviewing operating results for assessing
performance or allocating resources.

ASC 280-10-50-1 defines an operating segment as a component of a public
entity that has all of the following characteristics:

 · It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to
transactions with other components of the same public entity).

 · Its operating results are regularly reviewed by the public entity’s CODM to make decisions about resources to be allocated to
the segment and assess its performance.

 · Its discrete financial information is available.

We’ve included the following organizational chart that extends
to all managers that oversee the Company’s business units (“Managers”) to visually represent the structure of our organization.

June 3, 2025

Page 5

Jesse E. Gary is our President and Chief Executive Officer (“CEO”)
and is the Company’s CODM. Mr. Gary has six direct reports who oversee specific functional areas. Collectively, the CODM’s
direct reports are known as the “Executive Management Team”. These direct reports include the following:

 (1) Executive Vice President, Chief Financial Officer and Treasurer

 (2) Executive Vice President, Global Operations

 (3) Executive Vice President, General Counsel and Secretary

 (4) Senior Vice President, Strategy and Business Development

 (5) Senior Vice President, Chief Commercial Officer

 (6) Senior Vice President, Human Resources

Set forth below is a list of the Managers, including a description
of the roles and responsibilities of each Manager that oversees components that were previously identified as operating segments. None
of the Managers currently reports or previously reported directly to our CODM.

    Title
    Responsibilities

    Vice President of Operations, Americas
    Oversees all operations in the U.S. and Jamaica. Reviews budget/forecast for U.S. and Jamaica facilities

    Manager of Grundartangi
    Manages day-to-day operations of the Grundartangi facility. Prepares budget/forecast for facility and explains variances in actuals with support from local operations and finance teams.

June 3, 2025

Page 6

    Manager of Sebree
    Manages day-to-day operations of the Sebree facility. Prepares budget/forecast for facility and explains variances in actuals with support from local operations and finance teams.

    Manager of Mt. Holly
    Manages day-to-day operations of the Mt. Holly facility. Prepares budget/forecast for facility and explains variances in actuals with support from local operations and finance teams.

    Manager of GAJL/Jamalco
    Manages day-to-day operations of the Jamalco facility. Prepares budget/forecast for facility and explains variances in actuals with support from local operations and finance teams.

    Manager of Vlissingen
    Manages day-to-day operations of the Vlissingen facility. Prepares budget/forecast for facility and explains variances in actuals with support from local operations and finance teams.

Our CODM has responsibility for executing the Company’s strategic
plan and for evaluating the performance of the Company’s business as a whole.

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

In consideration of ASC 280-10-50-5 through 50-9, management assessed
the CODM determination to be the person or persons who are making the key operating decisions for the Company. We also considered whether
other executive officers, including our Executive Vice President, Global Operations and Mr. Gary’s other direct reports, together
with Mr. Gary were a CODM function as described in ASC 280-10-50-5. While these executive officers are an integral part of the Company’s
management team and are the persons directly accountable for executing and carrying out 

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

CORRESP
1
filename1.htm

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

April 25, 2025

BY ELECTRONIC SUBMISSION

United States Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

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,
                                        2024

  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 March 14, 2025, with respect to the above-referenced filings. Set forth below are the Staff’s
comments followed by the Company’s responses to the comments. The numbering of the responses and the headings set forth below correspond
to the numbered comments and headings in the Comment Letter. The Staff’s comments are bolded.

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 comments 2
and 3. Specifically, the Company requests that the portions of its response to the Staff’s comments 2 and 3 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 pages marked [CENX – 8], [CENX – 9], [CENX – 11] and [CENX –
12] 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 of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 1]

April 25, 2025

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.

Form 10-K for the Fiscal Year Ended December 31,
2024

Notes to the Consolidated Financial Statements

Note 2. Acquisition of Jamalco, page 64

 1. We have reviewed your response to prior comment 1. In your response to the fifth bullet point, you indicate
that you consolidate “the mineral properties and related raw and unfinished inventories through control of Jamalco, net of liabilities”
and proportionately consolidate “the undivided interests in individual fixed assets that are jointly held by the Company and the
Government of Jamaica.”

 • Provide us with your basis under U.S. GAAP for your hybrid method of consolidation for the same entity,
which appears to use both full and proportionate accounting methods. In doing so, expand on the nature of the legal entity or entities
involved and the specific assets with undivided interests.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and respectively
advises the Staff that the Company is not applying a hybrid method of consolidation for the same entity. The Company is applying ASC 810
to determine that the Jamalco JV should be consolidated. Separate from the considerations under ASC 810, the Company is also applying
other accounting guidance to its ownership of an undivided direct interest in certain operating assets used in the business of the Jamalco
JV but held outside of the Jamalco JV. As such, the remainder of this response is intended to further clarify (i) the Company’s
conclusion that ASC 810 should be applied to the Jamalco JV and (ii) the accounting considerations and conclusions related to the
Company’s accounting for its undivided direct interest in the above-referenced operating assets held by General Alumina Jamaica
Limited (GAJL).

The Company’s wholly owned subsidiary, Century Aluminum Jamaica
Holdings, Inc. (CAJH), wholly owns General Alumina Holdings Limited (GAHL), which in turn, wholly owns GAJL, which is the direct
holder of a 55% interest in the Jamalco JV. CAJH, GAHL, GAJL and the Jamalco JV are viewed as separate legal entities within our consolidation.

We considered Deloitte’s Roadmap: Consolidation – Identifying
a Controlling Financial Interest (the “Roadmap”) in our evaluation noting the following:

Section 2.5 – Legal Entity - Throughout this Roadmap,
we refer to the entity that is analyzed for potential consolidation as the “legal entity.” Both the VIE model and the voting
interest entity model require a reporting entity to evaluate its involvement with any legal entity to establish

    Confidential Treatment of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 2]

April 25, 2025

whether
consolidation of the legal entity is required. The assessment of whether a structure is a legal entity is a critical first step in the
overall consolidation analysis.

Section 2.5 of the Roadmap also
clarifies that a “legal entity” need not be incorporated or registered with a governmental agency or regulatory body as the
definition of a “legal entity” is intentionally broad and depends on specific facts and circumstances. We also evaluated
Section 3.2 – Legal Entities of the Roadmap which notes the following:

The
scope of the consolidation guidance in ASC 810-10 is limited to a reporting entity’s involvement with another legal entity. The
Codification defines “legal entity” relatively broadly; therefore, almost any legal structure that is used to own assets,
issue debt, or otherwise conduct activities would meet the definition of a legal entity. The
particular legal form of the entity (e.g., a corporation, a partnership, a limited liability company, a grantor trust, or other trust)
is not relevant to the determination of whether the entity is a legal entity. (emphasis added)

In
conducting its analysis of the above accounting guidance in its entirety, the Company concluded that, although the Jamalco JV is not
an incorporated legal entity, the Jamalco JV is considered to be a legal entity in the manner it conducts business (e.g.,
third parties contractual arrangements, financing ability, etc.) and thus would be evaluated for consolidation under U.S. GAAP pursuant
ASC 810.

Separate
from the Company’s 55% interest in the Jamalco JV, each of GAJL and the Jamaican Government also have an undivided, direct, proportionate
ownership interest (the “Undivided Interests”) in each of certain operating assets used in the business of the Jamalco but
owned directly by the Jamalco JV’s partners rather than by the Jamalco JV itself, including the land, buildings, equipment and
refinery and mining operation assets. In our comment response letter dated January 17, 2025, we previously referred to this group
of assets as “the Principle JV” Assets, but they are more accurately referred to as “Production Assets” since
the assets are not legally held by the Jamalco JV. The Company evaluated how to account for the
Undivided Interests separate from the Jamalco JV as the Production Assets are not held by the Jamalco JV and are not held by a legal
entity; in fact, the Production Assets and the Undivided Interests in the Production Assets are subject to a longstanding agreement (the
 “Asset Agreement”) between the holders of the Undivided Interests which, subsequent to the acquisition, are GAJL and the
Jamaican Government. The Asset Agreement outlines the terms of ownership and cooperation between GAJL and the Jamaican Government to
utilize the Production Assets to perform excavation and related activities in support of Jamalco’s operations. As such, the Company
concluded ASC 810 did not apply to the Production Assets as ASC 810-10-15-4 indicates that legal entities are subject to the consolidation
guidance and the Production Assets do not meet the definition of a “legal entity.”

The Company also considered whether
the Undivided Interests should be accounted for using the equity method of accounting pursuant to ASC 323 Investments – Equity
Method and Joint Ventures. The ASC Glossary defines an “undivided interest” as “an ownership arrangement in which
two or more parties jointly own property, and title is held individually to the extent of each party’s interest.”

    Confidential Treatment of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 3]

April 25, 2025

Section 2.4.4 of Deloitte's Roadmap, Equity Method Investments
and Joint Ventures, indicates that “[b]ecause the guidance in ASC 323-10 applies only to ownership in the form of common
stock (or in-substance common stock), an investor that owns an undivided interest in each asset and is proportionately liable for its
share of each liability of an investee should not apply the equity method of accounting to such an investment.” That is, an undivided
interest in assets is not the same as an equity interest in a legal entity and would preclude application of the equity method.

Further, as neither consolidation under ASC 810 nor the equity method
under ASC 323 is the appropriate accounting treatment for the Company’s Undivided Interests, the Company further considered question
2.3.160 of KPMG LLP’s Handbook: Equity Method of Accounting (December 2024) (the “KPMG Guide”):

Background:
An undivided interest in an asset is an ownership arrangement in which two or more parties jointly own
the asset, and title is held individually to the extent of each party’s interest.

Interpretive
response: US GAAP does not specifically address how to account for an undivided interest
in non-real estate assets. However, in our experience, such an investor generally accounts for and presents an undivided interest in
a specified non-real asset as its proportionate share of the underlying asset. The investor classifies its share of the asset on its
balance sheet based on the nature of the asset (e.g. property) and recognizes in the income statement the individual components of its
results of operations (e.g. depreciation). An undivided interest in a specified asset generally is outside the scope of Topic 323 because
it represents a direct ownership of that individual asset – it is not an interest in an entity that holds the asset. A holder of
an undivided interest in a specified asset has proportional ownership of that asset.

The KPMG guide also states that “an investor applies the equity
method to an undivided interest in real property if that property is subject to joint control. Joint control exists when the approval
of two or more of the venturers is required for decisions about the financing, development, sale and operations of the real property.”

The Company additionally considered the following from the January 19-20,
2000, EITF meeting related to EITF00-1:

At
the January 19–20, 2000 EITF meeting, there was general agreement that if (a) an investor holds an undivided interest
in each asset, (b) an investor is proportionately liable for each liability, and (c) no separate legal entity exists, then
that 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. (emphasis added)

As the Production Assets do not represent real estate assets, the Company
concluded it should account for its Undivided Interest in the Production Assets based upon the proportion of the Undivided Interests that
it holds in each Production Asset, in a manner similar to proportionate consolidation consistent with the EITF guidance cited above.

 • Tell us how Jamalco specifically impacts your financial statements, including the line items and consolidation
methods applied to related items on your statements of

    Confidential Treatment of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 4]

April 25, 2025

operations and
balance sheet. Clarify which statement of operations line items include proportionate amounts and describe the nature of each item included.
Specify how and where you record depreciation expense related to the undivided interests in individual fixed assets.

COMPANY RESPONSE:

As
previously stated, the Company fully consolidates the Jamalco JV’s results of operations in accordance with ASC 810. In addition,
the Company records its Undivided Interests in the Production Assets, which includes the land, buildings, equipment, refinery and
mining operation assets, as a component of Property, plant and equipment – net. The depreciation expense related to the Company’s
Undivided Interests in the Production Assets is a component of Cost of goods sold. This is consistent with the guidance in question 2.3.160
in the KPMG Guide cited above.

The following tables indicate with an “X” the financial
statement line items that include impacts from the Jamalco JV within the statement of operations and balance sheet:

    Confidential Treatment of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 5]

April 25, 2025

    Confidential Treatment of Certain Portions

of the Response to Comments 2 and 3 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 6]

April 25, 2025

In accordance with ASC 810-10-50-1A, the Company discloses separately
on the face of the consolidated financial statements (1) consolidated net income and consolidated comprehensive income and (2) the
related amount attributable to the Government of Jamaica as a noncontrolling interest and the related amount attributable to the Company.
The Net income attributable to noncontrolling interest represents the Government of Jamaica’s proportionate share of the Jamalco
JV’s net income, in accordance with the JV agreement.

 • In regards to the Jamalco purchase price acquisition on page 64 of your fiscal year 2024 Form 10-K,
tell us and quantify the specific assets or liabilities, if any, that are recorded on a proportionate basis.

COMPANY RESPONSE:

All of the assets and liabilities enumerated in the purchase price
allocation of Jamalco were fully consolidated upon acquisition. The Company acquired $217.2 million of property, plant and equipment,
$190.5 million of which represent the Company’s Undivided Interest in the Production Assets.

Note 19. Business Segments, page 97

 2. Regarding the analysis of similar economic characteristics provided in your response to prior comment
2, please provide us with a revised analysis that includes the following information:

 • The underlying historical and projected financial and other data you considered in concluding that the
aggregated operating segments have similar economic characteristics under ASC 280-10-50-11. Include quantitative data for revenues and
any measures of segment profitability you considered, by year, for each operating segment. Explain how any projections that you considered
were developed as well as 

CORRESP
1
filename1.htm

    Chicago

    New York

    Washington, DC

    London

    San Francisco

    Los Angeles

    Singapore

    Dallas

    Miami

    vedderprice.com

April 17, 2025

VIA EDGAR

United States Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

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, 2024

File No. 001-34474

Dear Ms. Singleton and Mr. Blume:

On behalf of Century Aluminum Company (the “Company”),
we acknowledge receipt of the comment letter, dated March 14, 2025, from the staff of the Securities and Exchange Commission relating
to the above-referenced filings.

The Company respectfully requests an extension
to respond until April 25, 2025. This additional time will enable the necessary internal review related to the Company’s response
to the comment letter. If you have any questions, please do not hesitate to contact me at (202) 312-3031 or at sbranch@vedderprice.com.

    Sincerely,

    /s/ Sarah Branch

    Sarah Branch

    Associate, Vedder Price P.C.

  cc:
  John Blatchford

  Shareholder, Vedder Price P.C.

1401 New York Avenue NW,
Suite 500 | Washington, DC 20005 | T +1 202 312 3320 | F +1 202 312 3322

    Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.

March 14, 2025
Gerald C. Bialek
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 September 30, 2024
Response dated February 24, 2025
File No. 001-34474
File No. 001-34474
Dear Gerald C. Bialek:
            We have reviewed your February 24, 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 February
9, 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 have reviewed your response to prior comment 1. In your response to the fifth
bullet point, you indicate that you consolidate "the mineral properties and related raw
and unfinished inventories through control of Jamalco, net of liabilities" and
proportionately consolidate "the undivided interests in individual fixed assets that are
jointly held by the Company and the Government of Jamaica."

Provide us with your basis under U.S. GAAP for your hybrid method of
consolidation for the same entity, which appears to use both full and proportionate •1.

March 14, 2025
Page 2
accounting methods. In doing so, expand on the nature of the legal entity or
entities involved and the specific assets with undivided interests.

•Tell us how Jamalco specifically impacts your financial statements, including the
line items and consolidation methods applied to related items on your statements
of operations and balance sheet. Clarify which statement of operations line items
include proportionate amounts and describe the nature of each
item included. Specify how and where you record depreciation expense related to
the undivided interests in individual fixed assets.

•In regards to the Jamalco purchase price acquisition on page 64 of your fiscal year
2024 Form 10-K, tell us and quantify the specific assets or liabilities, if any,
that are recorded on a proportionate basis.

Note 19. Business Segments, page 97
2.Regarding the analysis of similar economic characteristics provided in your response
to prior comment 2, please provide us with a revised analysis that includes the
following information:

•The underlying historical and projected financial and other data you considered in
concluding that the aggregated operating segments have similar economic
characteristics under ASC 280-10-50-11. Include quantitative data for revenues
and any measures of segment profitability you considered, by year, for each
operating segment. Explain how any projections that you considered were
developed as well as the key assumptions.

•An analysis of the economic characteristics for each individual operating segment,
including a quantified discussion of revenue and the measures of segment
profitability considered for the historical and forecasted periods and related
trends. As part of your analysis, discuss the impact of regional premiums on
pricing, value-added aluminum products, the key production costs you describe
on page 4 of your fiscal year 2024 Form 10-K, and other significant factors
impacting historical and projected periods. Specifically discuss differences in the
types of costs for the production of alumina and aluminum.

In addition to the information requested above in response to prior comment 2, please
provide the financial or other data you considered in evaluating the similarity of the
characteristics in ASC 280-10-50-11(a)-(e). As part of your response, provide the
following separately for each operating segment:

•Revenue from each type of product sold, including, but not limited to, alumina,
standard grade aluminum, and each type of value-added aluminum product.
Separately quantify amounts sold to external customers and to other operating
segments.3.

March 14, 2025
Page 3

•Revenue from external customers and sales to other operating segments, by type
or class of customer.

•Financial or other data illustrating the method of product distribution for sales to
external customers and to other operating segments and, for each method, a
description of differences in the cost to distribute, impacts on product pricing, and
risks associated with each.

To the extent there are differences in the financial or other data between each of your
operating segments, tell us the reasons for the differences and explain why you
believe the aggregated operating segments are similar for each characteristic in ASC
280-10-50-11(a)-(e). For example, if there are differences in the types or mix of
products sold by each of your operating segments, tell us the reasons for the
differences and explain why you believe the nature of the products sold are similar.

4.For each of your operating segments, provide us with a more detailed description of
the production process for each type of product sold either to external customers or to
other operating segments, including, but not limited to, the equipment, labor,
materials, and facilities. To the extent there are differences in the production processes
between each of your operating segments, tell us the reasons for the differences and
explain why you believe the production processes are similar. Refer to ASC 280-10-
50-11(b). Please address the following items in your response:

•Specifically describe each of the bauxite mining and the alumina refining
production processes at Jamalco, tell us whether bauxite mining and alumina
refining take place at your other operating segments, and, if not, the reasons for
the difference.

•Describe the production processes for each of the different value-added aluminum
products sold at each applicable operating segment and explain whether there are
differences and whether each operating segment has the ability to manufacture the
same value-added aluminum products.

•As described on page 3 of your fiscal year 2024 Form 10-K, tell us why the
Grundartangi facility in Iceland is supplied with carbon anodes by the Vlissingen
facility in the Netherlands while other facilities in the United States produce
anodes at on-site facilities. Also tell us how carbon anodes are delivered by
Vlissingen to Grundartangi.

5.Describe the regulatory environment related to Jamalco’s bauxite mining operations,
including the complex permitting and approval rules described in your fiscal year
2023 Form 10-K. Tell us whether such regulatory considerations are applicable to
your other operating segments. Refer to ASC 280-10-50-11(e).

March 14, 2025
Page 4
6.You indicate on page 14 of your fiscal year 2024 Form 10-K that your international
operations expose you to political, economic, regulatory, currency and other related
risks which may materially adversely impact your business and reference your
significant operations in Iceland, the Netherlands, and Jamaica.

•Tell us your consideration of whether the Vlissingen carbon anode production
facility meets the definition of an operating segment under ASC 280-10-50-1.

•Explain how you considered the factors you described on page 14, including, but
not limited to, foreign laws and regulations, increased costs to adapt systems and
practices to those used in foreign countries, taxes, export duties, tariffs and other
trade barriers, and exposure to inflation and currency exchange rates, when you
evaluated the similarity of your operating segments for aggregation pursuant to
ASC 280-10-50-11.

7.We note your disclosure on page 16 of the fiscal year 2024 Form 10-K that “[j]oint
ventures inherently involve unique and special risks” related to business goals that
joint venture partners may have and actions they may take and that “the
unincorporated nature of Jamalco’s joint venture structure is highly complex and
atypical when compared to commonly observed legal entity structures across many
jurisdictions.” Tell us how you considered Jamalco’s structure as well as the presence
of a noncontrolling interest and partner in your evaluation of the similarity of
operating segments for aggregation purposes.

            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

CORRESP
1
filename1.htm

FOIA Confidential Treatment Requested by

Century
Aluminum Company Pursuant to 17 C.F.R. 200.83

(with respect to certain portions of this response)

Gerald C. Bialek, Chief Financial Officer

One South Wacker Drive

Suite 1000

Chicago, IL 60606

Tel: (312) 696-3101

February 24, 2025

    BY ELECTRONIC TRANSMISSION

    United States Securities and Exchange Commission

    Office of Manufacturing

    Division of Corporation Finance

    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,
    2023

    Form 10-Q for the Quarterly Period Ended September 30,
    2024

    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 February 9, 2025, with respect to the above-referenced filings. Set forth below
are the Staff’s comments followed by the Company’s responses to the comments. The numbering of the responses and the headings
set forth below correspond to the numbered comments and headings in the Comment Letter. The Staff’s comments are bolded.

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 comments
1 and 2. Specifically, the Company requests that the portions of its response to the Staff’s comments 1 and 2 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 pages marked [CENX-4], [CENX-9] and [CENX-10] 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 Comments 1 and 2 Requested by

Century Aluminum Company Pursuant to 17 C.F.R.
200.83

[CENX – 1]

February 24, 2025

 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2023

Notes to the Consolidated Financial Statements

2. Acquisition of Jamalco, page 60

 1. We
                                            note your response to prior comment 4 and have the following comments:

 · Please
                                            provide us with a more detailed analysis of your primary beneficiary determination, including
                                            identification of the activities that most significantly impact Jamalco's economic performance
                                            and a description of how decisions are made regarding each activity. Provide us with a copy
                                            of the agreement that sets forth the rights and obligations of each investor.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company carefully considered the guidance in ASC 810-10-25-38 to 25-38J in connection with its
primary beneficiary analysis with respect to Jamalco. The Company also acknowledges the Staff’s request to be provided with a copy
of the Jamalco JVA and the Company respectfully advises the Staff that it will provide such document as a supplement to this letter.

ASC 810-10-25-38 states that a reporting entity with a
variable interest in a VIE should consolidate that VIE if it has a controlling financial interest as the primary beneficiary. ASC 810-10-25-38A
clarifies that in order to have a controlling financial interest in a VIE, a variable interest holder must have both of the following
attributes:

 o The
                                            power to direct the activities of a VIE that most significantly affect its economic performance
                                            (“power”); and

 o The
                                            obligation to absorb losses of the VIE or right to receive benefits from the VIE that could
                                            potentially be significant to the VIE (“benefits”).

The Company has the obligation to absorb the majority of
losses of Jamalco and receive the majority of benefits from Jamalco that are significant through its 55% interest in Jamalco. Thus, the
Company receives benefits from Jamalco.

When assessing whether the Company has power over Jamalco,
the Company considered the following four step analysis:

 1. Consider the purpose and design.

 2. Identify the activities that most significantly impact economic performance.

 3. Determine how decisions about the significant activities are made
                                            and the party or parties that make them.

 4. Identify the party or parties that make the decisions about the significant
                                            activities, including consideration of kick-out rights, participating rights, and/or protective
                                            rights.

Confidential Treatment of Certain Portions

of the Response to Comments 1 and 2 Requested by

Century Aluminum Company Pursuant to 17 C.F.R.
200.83

[CENX – 2]

February 24, 2025

Page 3

Step 1: Consider purpose and design

ASC 810-10-25-25 includes considerations for determining
the purpose for which a legal entity was created. This can include the activities of the legal entity, the terms of the contracts the
legal entity has entered into, the nature of the legal entity’s interests issued, how the legal entity’s interests were negotiated
with or marketed to potential investors, and which parties participated significantly in the design or redesign of the legal entity.

Once the purpose has been determined, the Company should
identify the nature of risks that Jamalco was designed to distribute. ASC 810-10-25-24 provides details of the nature of the risks that
cause variability, such as credit risk, interest rate risk, foreign currency exchange risk, commodity price risk, equity price risk,
and operations risk.

Jamalco was formed for the purpose of bauxite mining and
alumina production in Jamaica. Therefore, Jamalco was designed in order to distribute operations risk related to the mining and alumina
production operations (“Jamalco operations”), as well as commodity price risk.

Step 2: Identify the activities that most significantly
impact the VIE’s economic performance

While considering the purpose and design of Jamalco, the
Company identified the following activities as those that most significantly impact the economic performance of Jamalco:

 o Day-to-day
                                            management of Jamalco operations, such as prioritizing activities for executing operating
                                            plans and maintenance activities

 o Negotiating
                                            raw material and operating supply contracts and managing supply chain functions with suppliers
                                            and vendors

 o Determining
                                            operating and capital budgets

 o Hiring/firing/compensating
                                            all operations personnel

 o Making
                                            financing decisions for the deployment of capital from operations as well as assessing the
                                            need and timing of proposed capital calls

While Jamalco engages in various activities that impact
the business, this subset of activities is considered to be the most significant, as they directly and meaningfully affect the economic
performance of the entity (that is, the revenues, expenses, margins, cash flows, financial position) and the activities that have the
most significant impact on the entity which are operations and commodity price risk.

Confidential Treatment of Certain Portions

of the Response to Comments 1 and 2 Requested by

Century Aluminum Company Pursuant to 17 C.F.R.
200.83

[CENX – 3]

February 24, 2025

Page 4

Steps 3 and 4: Identify how decisions about significant
activities are made and the party that makes them

Pursuant to ASC 810-25-38 to 38B, after the activities
that most significantly impact Jamalco’s economic performance have been identified, the Company must determine how decisions about
the significant activities are made and evaluate whether it has power to direct those activities. Management considered that power may
be exercised through voting rights of the equity holders, the board of directors (on behalf of the equity holders), a management contract,
or a combination of these factors.

[***].

 · In
                                            future filings, disclose within the liquidity section of MD&A any material known demands
                                            or commitments related to the funding of Jamalco.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will make the requested additional disclosures within the liquidity section of the MD&A
in future filings, as applicable.

 · Provide
                                            in future filings all material applicable disclosures set forth in ASC 810-10-50-2AA through
                                            -22.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will enhance its disclosures, specifically reconsidering ASC 810-10-50-2AA through -22
in future filings, as applicable.

Confidential Treatment of Certain Portions

of the Response to Comments 1 and 2 Requested by

Century Aluminum Company Pursuant to 17 C.F.R.
200.83

[CENX – 4]

February 24, 2025

Page 5

 · Considering
                                            the acquisition date recognition guidance of ASC 805-30-25-2 and since the nominal purchase
                                            price appears to suggest that a bargain purchase gain existed as of such date, tell us in
                                            further detail how you determined that the guidance in ASC 805-30-25-4 and ASC 805-30-30-5
                                            allows for deferral of bargain purchase gains until the end of the measurement period.

COMPANY RESPONSE:

The
Company acknowledges the Staff’s comment. As discussed in the Company’s letter dated January 17, 2025, the Company
considered the guidance within ASC 805-30-25-2 as well as the guidance within ASC 805-30-25-4. That guidance specifically states:

“Before recognizing a gain on a bargain purchase,
the acquirer shall reassess whether it has correctly identified all of the assets acquired and all of the liabilities assumed and shall
recognize any additional assets or liabilities that are identified in that review.” (emphasis added).

Accordingly, in light of the complexity of this acquisition
and notwithstanding the fact that the transaction had the potential to result in a bargain purchase gain, the Company deferred the amount
of the preliminary bargain purchase gain in order to continue to assess whether the Company had identified all of the assets and liabilities
acquired pursuant to ASC 805-30-25-4, rather than immediately recognizing the gain upon the acquisition pursuant to ASC 805-30-25-2.

In
reaching this conclusion, the Company was particularly sensitive to the complex and detailed nature of the valuation work in the context
of a distressed acquisition as well as the potential risks associated with publicly recognizing a gain only then to materially reduce
or alter that amount in subsequent periods if additional information became available during the measurement period that existed at the
time of the acquisition. As the Company’s process for completing its accounting for its business combination was ongoing,
the Company also considered ASC 805-30-30-5, which indicates that before a bargain purchase is recognized, an acquirer should reassess
whether it has appropriately identified and measured all of the assets acquired and liabilities assumed. In accordance with ASC 805-30-30-4
and 30-5, then, the Company determined it would be inappropriate to recognize a bargain purchase gain during the measurement period until
that process was complete. As of December 31, 2023, the Company continued to evaluate the assets and liabilities identified, including
ensuring environmental liabilities, long-lived assets, asset retirement obligations, and other contingencies had been fully assessed,
and the valuation techniques were appropriate. Additionally, while the Company acknowledges that the nominal purchase price may have
indicated a bargain purchase was possible, the Company did not believe a “piecemeal” approach to gain recognition was consistent
with the guidance in ASC 805-30-25-4, or the guidance in ASC 805-30-30-5 and so deferred the entire gain until the full reassessment
of assets acquired and liabilities assumed had been completed.

The Company also notes that its treatment was also consistent
with the treatment afforded other gain contingencies in ASC 450-30-25-1, which requires gains to be deferred until they are realized
or realizable. That is, the Company deferred the bargain purchase gain until after a reassessment of the purchase allocation had been
performed to ensure the gain was realizable.

The
Company also considered guidance in Deloitte’s Roadmap: Business Combinations (December 2024) - Section 5.2, which discusses
two approaches to a provisional bargain purchase gain – (1) recognition on a preliminary basis or (2) deferral until
the accounting for the acquisition is complete – noting that either approach is acceptable. Consistent with this guidance, the
Company made a policy election to defer the credit until the process was complete. The Company transparently disclosed the policy
choice, the gain deferred as of December 31, 2023, as well as the preliminary nature of the purchase price allocation.

Confidential Treatment of Certain Portions

of the Response to Comments 1 and 2 Requested by

Century Aluminum Company Pursuant to 17 C.F.R.
200.83

[CENX – 5]

February 24, 2025

Page 6

In April 2024, the Company completed its purchase
price allocation, including obtaining final valuation reports to reassess the assets acquired and liabilities assumed in connection with
finalization of its March 31, 2024, reporting and close cycle. The Company also notes that, as a result of finalizing these procedures,
the bargain purchase was, in fact, reduced by approximately $28 million compared to the amount deferred at December 31, 2023, highlighting
the uncertainty inherent in the preliminary amounts. At this point the Company was able to close the measurement period and conclude
that it had appropriately measured the bargain purchase gain, including to reflect consideration of all available information for all
identified assets acquired and liabilities assumed as of the acquisition date. As such, the Company recognized the bargain purchase gain
in i

February 9, 2025
Gerald C. Bialek
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, 2023
Form 10-Q for the Quarterly Period Ended September 30, 2024
Response dated January 17, 2025
File No. 001-34474
Dear Gerald C. Bialek:
            We have reviewed your January 17, 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
December 18, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
2. Acquisition of Jamalco, page 60
We note your response to prior comment 4 and have the following comments:

•Please provide us with a more detailed analysis of your primary beneficiary
determination, including identification of the activities that most significantly
impact Jamalco's economic performance and a description of how decisions are
made regarding each activity. Provide us with a copy of the agreement that sets
forth the rights and obligations of each investor.

In future filings, disclose within the liquidity section of MD&A any material •1.

February 9, 2025
Page 2
known demands or commitments related to the funding of Jamalco.

•Provide in future filings all material applicable disclosures set forth in ASC 810-
10-50-2AA through -22.

•Considering the acquisition date recognition guidance of ASC 805-30-25-2 and
since the nominal purchase price appears to suggest that a bargain purchase gain
existed as of such date, tell us in further detail how you determined that the
guidance in ASC 805-30-25-4 and ASC 805-30-30-5 allows for deferral of
bargain purchase gains until the end of the measurement period.

•Clarify for us if you consider the $2.3 million allocated to the noncontrolling
interest to represent its fair value as of the acquisition date. Also clarify for us the
meaning and accounting impact of your statement that "Each of the Jamalco
partners have a direct, proportionate ownership interest in the principal assets
used by the joint venture." In regards to the Explanatory Note included on page i,
also explain to us how you calculated the noncontrolling interest for purposes of
your Q4 2023 Earnings Release and why the amount materially differed from the
amount recorded within the financial statements.

•Tell us and disclose the methodology for attributing net income or loss and other
comprehensive income to the non-controlling interest.

Note 19. Business Segments, page 94
2.We note your response to prior comment 8. Please tell us in greater detail how you
determined your Jamalco operating segment meets all of the aggregation criteria
described in ASC 280-10-50-11 to be combined with your primary aluminum smelter
operating segments. In particular, explain how the production processes, products and
services, and nature of the regulatory environment are all similar. Provide specific
examples for each criterion and address your risk factor disclosures on pages 16-17
that reference Jamalco's "additional and/or different regulatory requirements" and
"extensive permitting and approval requirements." Also explain how you determined
the mining and smelting operating segments have similar economic characteristics,
including the specific data used in your analysis.

            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

CORRESP
1
filename1.htm

FOIA Confidential Treatment Requested by

Century
Aluminum Company Pursuant to 17 C.F.R. 200.83

(with respect to certain portions of this response)

Gerald C. Bialek, Chief Financial Officer

One South Wacker Drive

Suite 1000

Chicago, IL 60606

Tel: (312) 696-3101

January 17, 2025

BY ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

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,
    2023

    Form 10-Q for the Quarterly Period Ended September 30,
    2024

    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 December 18, 2024, with respect to the above-referenced filings. Set forth below
are the Staff’s comments followed by the Company’s responses to the comments. The numbering of the responses and the headings
set forth below correspond to the numbered comments and headings in the Comment Letter. The Staff’s comments are bolded.

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 comments 4 (on the
pages marked [CENX-5], [CENX-6] and [CENX-7]) and 8 (on the page marked [CENX-13]). Specifically, the Company requests that the portions
of its response to the Staff’s comments 4 and 8 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 “[***]” 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 Comments 4 and 8 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 1]

January 17, 2025

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 2. Properties, page 26

 1. We note that you do not include S-K 1300 mineral property disclosure
                                            for your 55% interest in Jamalco, including bauxite mining and alumina production in Jamaica.
                                            Please refer to Item 1301 of Regulation S-K regarding required mineral property disclosures
                                            and provide your materiality analysis associated with this property. Please note that the
                                            analysis should include all related activities from exploration through extraction to the
                                            first point of material external sale, including processing, transportation, and warehousing.

COMPANY RESPONSE:

We acknowledge the Staff’s comment and
respectfully advise the Staff that the Company has conducted a materiality analysis of its acquisition of General Alumina Holdings
Limited (“GAHL”), which includes its 55% interest in Jamalco, including all related activities from exploration through
extraction to the first point of material external sale (including processing, transportation, and warehousing), and determined that
Jamalco’s mineral operations may be material to the Company at and for the year ended December 31, 2024. Accordingly, the
Company intends to include the applicable S-K 1300 mineral property disclosures, including a Technical Report Summary, in its Annual
Report on Form 10-K for the year ended December 31, 2024.

We also respectfully advise the Staff that, with respect
to the year ended December 31, 2023, the Company had conducted a materiality analysis of its acquisition of GAHL, which includes
its 55% interest in Jamalco, including all related activities from exploration through extraction to the first point of material external
sale (including processing, transportation, and warehousing) at and for the fiscal year ended December 31, 2023. As a result of
this analysis, the Company determined that the Jamalco mineral extraction operations were not material to the Company for the fiscal
year ended December 31, 2023. This analysis was based on both quantitative and qualitative factors assessed in the context of our
overall business and financial condition in accordance with S-X 1301(C), including the following principal considerations:

 · the
                                            Company owned GAHL for only a portion of 2023;

 · the
                                            purchase price paid for the Company's interest in Jamalco was $1.00. In addition, the deemed
                                            purchase price paid for the Company’s interest in Jamalco included (i) approximately
                                            $8.3 million in respect of restricted cash acquired as of the completion date, and (ii) the
                                            assumption of approximately $7.9 million in liabilities (the “Deemed Purchase Price”).
                                            As the Company had not yet completed its purchase price accounting analysis as of December 31,
                                            2023, the Company viewed the Deemed Purchase Price to be the presumed fair value of the net
                                            assets acquired, and as such, determined that such Deemed Purchase Price represented approximately
                                            4.7% of the Company’s net assets as of December 31, 2023; and

    Confidential Treatment of Certain Portions

of the Response to Comments 4 and 8 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 2]

January 17, 2025

Page 3

 · the
                                            Jamaica-based long-lived assets reflected on the December 31, 2023, balance sheet (including
                                            Jamaica-based refining and processing assets) totaled approximately $272.2 million which
                                            is approximately 14.7% of the Company’s total assets as at December 31, 2023.
                                            The specific mineral reserve assets reflected on the December 31, 2023, balance sheet
                                            totaled approximately $57.6 million which is approximately 3.1% of the Company’s total
                                            assets as at December 31, 2023.

Management's Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources

Year Ended December 31, 2023, Compared to Year Ended December 31,
2022, page 37

 2. Please provide a more informative analysis and discussion of changes
                                            in operating, investing and financing cash flows. In doing so, explain the underlying reasons
                                            and implications of material changes between periods to provide investors with an understanding
                                            of trends and variability in cash flows. Also provide an analysis of any known trends and
                                            uncertainties that will result in or that are reasonably likely to result in a material increase
                                            or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation
                                            of changes evident from the financial statements. Refer to Item 303(a) of Regulation
                                            S-K and Section IV.B of SEC Release No. 33-8350.

COMPANY RESPONSE:

The Company respectfully acknowledges the Staff’s comment. Beginning
with our Annual Report on Form 10-K for the year ended December 31, 2024, the Company will, in future filings, provide the
additional requested analysis and discussion of changes in operating, investing and financing cash flows including referencing Item 303(a) of
Regulation S-K and Section IV.B of SEC Release No. 33-8350.

With respect to our Annual Report for the Year
Ended December 31, 2023, the additional analysis and discussion would include the following for operating, investing and financing
cash flows:

The increase in cash provided by operations in 2023 compared
to 2022 was primarily due to decreased input prices such as coke and pitch, improved days sales outstanding, and higher due to affiliates
for cash received for future alumina shipments. The increase in operating cash flow was partially offset by an increase in the IRA Section 45X
receivable.

The decrease in net cash used in investing activities during
2023 was primarily attributable to $25.7 million in proceeds from the Mt. Holly Commerce Park Land sale and $11.5 million related to
the acquisition of Jamalco, net of cash acquired, partially offset by higher spending on capital projects during the twelve months ended
December 31, 2023. The change in capital project spend was driven by a $22.2 million increase at Grundartangi, mainly from the ongoing
casthouse project. This was partially offset by $12.7 million decrease at Mt. Holly, mainly due to the restart project being completed
in the second

    Confidential Treatment of Certain Portions

of the Response to Comments 4 and 8 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 3]

January 17, 2025

Page 4

quarter of 2022. We expect to complete capital spending on the Grundartangi casthouse project in 2024.

Net cash used in financing activities increased by $87.4
million to $(13.0) in 2023 from $74.4 in net cash provided by financing activities in 2022 primarily due to net repayments on our revolving
credit facilities in 2023 as compared to net borrowings in 2022. Additionally, the Company repaid outstanding borrowings from its Iceland
Term facility. This was partially offset by the sale of carbon credits and borrowings from the Vlissingen Facility Agreement.

Supplemental Guarantor Financial Information, page 38

 3. As required by Item 601(b)(22) of Regulation S-K, please revise future
                                            filings to include an Exhibit 22 listing each subsidiary guarantor, issuer or co-issuer.

COMPANY RESPONSE:

The Company respectfully acknowledges the Staff’s comment. Neither
the Company nor any of its subsidiaries has any registered debt securities that are issued and outstanding. However, the Company has
filed a shelf registration statement on Form S-3 (File No. 333-270681) (the “Form S-3”) registering, among
other securities, up to $350 million in aggregate principal amount of debt securities of the Company, which may be fully and unconditionally guaranteed by certain
of the Company’s subsidiaries previously identified in the Form S-3. In response to the Staff’s comment, the Registrant
confirms that it will include an Exhibit 22 as applicable (if and when we issue debt securities on the Form S-3), in future
filings identifying each subsidiary guarantor, issuer or co-issuer.

Notes to the Consolidated Financial Statements

2. Acquisition of Jamalco, page 60

 4. Citing authoritative GAAP guidance, where applicable, please address
                                            the following comments related to your May 2023 acquisition of Jamalco JV, an unincorporated
                                            joint venture:

 · Tell
                                            us how you determined you have a controlling financial interest in Jamalco and how your acquisition
                                            transaction is not subject to the scope exclusion of ASC 805-10-15-4(a). In doing so, explain
                                            if you consolidate Jamalco under a variable interest or voting interest model and clarify
                                            how you determined the Government of Jamaica, as the 45% interest holder, does not possess
                                            any powers or rights, such as substantive participating rights, that would preclude consolidation.

    Confidential Treatment of Certain Portions

of the Response to Comments 4 and 8 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 4]

January 17, 2025

Page 5

COMPANY RESPONSE:

The Company respectfully acknowledges and understands that the guidance
the Staff references in ASC 805-10-15-4(a) indicates that the formation of a joint venture is scoped out of the guidance in ASC
805 on Business Combinations and provides the following information regarding the Company’s assessment of the interest it obtained
in Jamalco.

The transaction on May 2, 2023, involved the Company’s acquisition
of 100% of the shares of General Alumina Holdings Limited (“GAHL”), which holds a 100% interest in General Alumina Jamaica
Limited (“GAJL”), which in turn, holds a 55% interest in, and is managing partner of, Jamalco. [***].

The Company further acknowledges the Staff’s request about the
Company’s conclusion that it should consolidate Jamalco, and whether such conclusion was reached through the variable interest
or voting interest model. The Company notes that we consolidate Jamalco under the variable interest entity model because Jamalco lacks
sufficient equity investment at risk in accordance with ASC 810-10-15-14. That is, based on its purpose and design, Jamalco is expected
to require additional subordinated financial support, such as those in the form of equity contributions or other forms of subordinated
financing, which the Company expects would require parent guarantees. To that end, the Company made an immediate equity contribution
to Jamalco upon acquisition, and has provided subsequent financing of costs for Jamalco to perform its activities in the ordinary course
of business. Thus, Management determined that Jamalco is considered to be a variable interest entity (“VIE”).

Within the variable interest model, the Company respectfully advises
the staff that we determined that the Company is the primary beneficiary of Jamalco, considering the guidance in ASC 810-10-25-38 to 25-38J.
[***].

ASC 810-10-25-38C, 25-38D and 25-38E provide context to kickout and
participating rights, shared power, and decisions made by multiple parties.

    Confidential Treatment of Certain Portions

of the Response to Comments 4 and 8 Requested by

Century Aluminum Company Pursuant to 17 C.F.R. 200.83

[CENX – 5]

January 17, 2025

Page 6

ASC 810-10-25-38C provides context for participating rights:

A reporting entity’s determination of whether it has
the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance shall not be affected
by the existence of kick-out rights or participating rights unless a single reporting entity (including its related parties and de facto
agents) has the unilateral ability to exercise those kick-out rights or participating rights….

[***]. ASC 810-10-25-38D explains

CORRESP
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December 23, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549-7010

    Attention:
    Beverly Singleton

    Andrew Blume

Re: Form 10-K for the Fiscal Year Ended December 31, 2023

Form 10-Q for the Quarterly Period Ended September 30, 2024

File No. 001-34474

Dear Ms. Singleton and Mr. Blume:

On behalf of Century Aluminum Company (the “Company”),
we acknowledge receipt of the comment letter, dated December 18, 2024, from the staff of the Securities and Exchange Commission relating
to the above-referenced filings.

As discussed with Ms. Singleton on December 18,
2024, the Company respectfully requests an extension to respond until January 17, 2025.

If you have any questions, please do not hesitate
to contact me at 312-696-3107 or at paul.sharobeem@centuryaluminum.com.

    Sincerely,

    /s/
    Paul V. Sharobeem

    Paul V. Sharobeem

    Associate General Counsel and Assistant Secretary

cc: Gerald C. Bialek, Chief Financial
Officer, Century Aluminum Company

December 18, 2024
Gerald C. Bialek
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, 2023
Form 10-Q for the Quarterly Period Ended September 30, 2024
File No. 001-34474
Dear Gerald C. Bialek:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 2. Properties, page 26
1.We note that you do not include S-K 1300 mineral property disclosure for your 55%
interest in Jamalco, including bauxite mining and alumina production in Jamaica.
Please refer to Item 1301 of Regulation S-K regarding required mineral property
disclosures, and provide your materiality analysis associated with this property.
Please note that the analysis should include all related activities from exploration
through extraction to the first point of material external sale, including processing,
transportation, and warehousing.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 37
Please provide a more informative analysis and discussion of changes in operating, 2.

December 18, 2024
Page 2
investing and financing cash flows. In doing so, explain the underlying reasons and
implications of material changes between periods to provide investors with an
understanding of trends and variability in cash flows. Also provide an analysis of any
known trends and uncertainties that will result in or that are reasonably likely to result
in a material increase or decrease in your liquidity. Ensure your discussion and
analysis is not merely a recitation of changes evident from the financial statements.
Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-
8350.

Supplemental Guarantor Financial Information, page 38
3.As required by Item 601(b)(22) of Regulation S-K, please revise future filings to
include an Exhibit 22 listing each subsidiary guarantor, issuer or co-issuer.

Notes to the Consolidated Financial Statements
2. Acquisition of Jamalco, page 60
4.Citing authoritative GAAP guidance, where applicable, please address the following
comments related to your May 2023 acquisition of Jamalco JV, an unincorporated
joint venture:

•Tell us how you determined you have a controlling financial interest in Jamalco
and how your acquisition transaction is not subject to the scope exclusion of ASC
805-10-15-4(a). In doing so, explain if you consolidate Jamalco under a variable
interest or voting interest model and clarify how you determined the Government
of Jamaica, as the 45% interest holder, does not possess any powers or rights,
such as substantive participating rights, that would preclude consolidation.

•Tell us why you deferred the bargain purchase gain until the first quarter of fiscal
2024, rather than immediately recognizing it upon the acquisition date pursuant to
ASC 805-30-25-2.

•Although we note your disclosure that the seller was "experiencing financial
distress," tell us in sufficient detail why the sales price was only $1 for net assets
with a fair value of approximately $270 million.

•Tell us how you determined the amount allocated to the noncontrolling interest
pursuant to ASC 805-20-30-1 and why it was only $2.3 million.

4. Related Party Transactions, page 62
Please identify and state the amounts of your related party transactions on the face of
the financial statements pursuant to Rule 4-08(k) of Regulation S-X. In particular, we
note your disclosures on pages 62 and 96 that you purchase raw materials from and
recognize gains (losses) on forward and derivative contracts with Glencore plc.5.

December 18, 2024
Page 3

8. Debt, page 68
6.We note that your debt agreements include provisions that may limit your ability and
the ability of certain subsidiaries to pay dividends or make distributions. You also
disclose on page 19 that the "ability of our subsidiaries to pay dividends or make other
payments or advances to us will depend on their operating results and will be subject
to applicable laws and any restrictions or prohibitions on intercompany transfers by
those subsidiaries contained in agreements governing the debt or other obligations of
such subsidiaries." Please address the following related comments to the extent
applicable:

•Provide all disclosures required by Rule 4-08(e) of Regulation S-X.

•Quantify for us the amount of restricted net assets of consolidated subsidiaries as
of the end of fiscal 2023. If the restricted net assets, as calculated under Rule 1-
02(dd) of Regulation S-X, exceed 25% of your consolidated net assets, provide
Schedule I parent company financial statements prescribed by Rules 5-04 and 12-
04 of  Regulation S-X.

17. Commitments and Contingencies
Contingent Obligation, page 92
7.We note that you have recorded a contingent obligation in connection with the
“unwind” of a contractual arrangement and the execution of a long-term cost-based
power contract in July 2009. You further disclose that the obligation to make principal
and interest repayments is contingent upon certain operating criteria for your
Hawesville facility and aluminum prices. Citing authoritative accounting guidance, as
applicable, tell us why you have recorded a contingent obligation if you believe that
you "will not be required to make payments on the contingent obligation during the
term of the agreement, which expires in 2028." Also explain to us the specific nature
and terms of the related offsetting derivative asset, including the counterparty
involved.

Note 19. Business Segments, page 94
We note that your bauxite and alumina refinery, acquired in the Jamalco business
combination, and each of your four operating primary aluminum smelters represent
operating segments that have been aggregated into a single reportable segment. We
further note your risk factor disclosure on page 16 that "Operating bauxite mining and
alumina refining assets may require different operating strategies and managerial
expertise than our other operations, and these operations are subject to additional
and/or different regulatory requirements." Given the distinct nature of your bauxite
mining and alumina refinery operations, tell us in sufficient detail how such
operations meet the aggregation criteria set forth in ASC 280-10-50-11, including
similar economic characteristics. Also address how your four smelter facilities 8.

December 18, 2024
Page 4
continue to have similar economic characteristics with each other, given that certain
facilities have curtailed operations in recent years due to unfavorable market
conditions, such as energy and aluminum prices.

Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 97
9.We note you have concluded that your internal control over financial reporting
("ICFR") was effective as of December 31, 2023 despite the identification of a
material weakness. Since management is not permitted to conclude that ICFR is
effective if there are one or more material weaknesses, please revise your filing to
conclude that ICFR was not effective as of December 31, 2023. Refer to Section
II.B.3(c) of SEC Release No. 33-8238.

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Beverly Singleton at 202-551-3328 or Andrew Blume at 202-551-3254
with any questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa at 202-
551-3650 with any questions regarding comments on the mineral property disclosures.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Century Aluminum Company

One South Wacker Drive

Suite 1000

Chicago, IL 60606

VIA EDGAR

June 8, 2023

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Attn:	Eranga Dias

    Re:
    Century Aluminum Company (and Co-registrant Subsidiaries)

    Registration Statement on Form S-3, as amended

    Filed March 17, 2023

    File No. 333-270681

Dear Mr. Dias:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Century Aluminum Company, a Delaware corporation (the “Company”), on behalf of itself
and each of its co-registrant subsidiaries, hereby requests that the effective date of the above-referenced Registration Statement be
accelerated so that the Registration Statement will become effective by 4:00 p.m. (Eastern Time) on Friday, June 9, 2023, or as soon thereafter
as practicable.

The cooperation of the staff in
meeting our request is very much appreciated. Please contact the undersigned at (312) 696-3107 or John T. Blatchford of Vedder Price P.C.
at (312) 609-7605 as promptly as practicable upon declaration of effectiveness.

Very truly yours,

    /s/ Paul V. Sharobeem

    Associate General Counsel – Corporate, Securities
    & Governance

    Century Aluminum Company

cc:	John T. Blatchford

CORRESP
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Century Aluminum Company

One South Wacker Drive

Suite 1000

Chicago, IL 60606

VIA EDGAR

May 15, 2023

Division
of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Attn:      Eranga Dias

      Re: Century
Aluminum Company (and Co-registrant Subsidiaries)

Registration Statement on Form S-3, as amended

Filed March 17, 2023

File No. 333-270681

Dear Mr. Dias:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Century Aluminum Company, a Delaware corporation (the “Company”), on behalf of itself and each of its co-registrant subsidiaries,
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement
will become effective by 4:00 p.m. (Eastern Time) on Wednesday, May 17, 2023, or as soon thereafter as practicable.

The cooperation of the staff in meeting our request is very much appreciated.
Please contact the undersigned at (312) 696-3107 or John T. Blatchford of Vedder Price P.C. at (312) 609-7605 as promptly as practicable
upon declaration of effectiveness.

Very truly yours,

/s/ Paul V. Sharobeem

Associate General Counsel – Corporate, Securities & Governance

Century Aluminum Company

cc:       John
T. Blatchford

United States securities and exchange commission logo
March 23, 2023
Paul Sharobeem
Associate General Counsel
CENTURY ALUMINUM CO
One South Wacker Drive, Suite 1000
Chicago, Illinois 60606
Re:CENTURY ALUMINUM CO
Registration Statement on Form S-3
Filed March 17, 2023
File No. 333-270681
Dear Paul Sharobeem:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing