United States securities and exchange commission logo
February 18, 2024
Jack Guo
Chief Financial Officer
Constellium SE
Washington Plaza
40-44 rue Washington
75008 Paris
France
Re: Constellium SE
Form 20-F for the
fiscal year ended December 31, 2022
Filed March 14,
2023
Form 6-K furnished
July 26, 2023
File No. 001-35931
Dear Jack Guo:
We have reviewed your December 20, 2023 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 November 21,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Operating and Financial Review and Prospects
Segment Adjusted EBITDA, page 46
1. We note your response
to prior comment 1. We continue to believe that the adjustment for
metal price lag to
arrive at Adjusted EBITDA, or any other non-GAAP measure, is
inconsistent with the
guidance in Question 100.04 of the Staff's Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures. Please remove this
adjustment from all
non-GAAP measures in future filings.
Jack Guo
FirstName
ConstelliumLastNameJack Guo
SE
Comapany18,
February NameConstellium
2024 SE
February
Page 2 18, 2024 Page 2
FirstName LastName
Form 6-K furnished July 26, 2023
Exhibit 99.1, page 14
2. Your response to prior comment 2 states that you consider the non-GAAP
measure Value-
Added Revenue ( VAR ) as a measure of profitability, which is
calculated by deducting
certain costs from revenues. We also note from your response that the
hedged cost of
alloyed metal adjustment does not include all cost of sales items
related to the revenue
presented in the measure. As a profitability measure, excluding cost
of sales items related
to the recognized revenue could be misleading considering the measure
would exclude
normal, recurring, cash operating expenses necessary and directly
related to the revenue
recognized. Please provide the following information related to the
adjustments included
in this non-GAAP measure:
Provide revenue disaggregated for the amount related to
contracts that allow you to
pass-through aluminum and alloyed metal prices to customers and
those that are
based on fixed pricing.
For contracts that allow you to pass-through aluminum and
alloyed metal prices,
explain whether it is within the contract terms that such costs
are pass-throughs to the
customers, whether the arrangements are considered cost-plus
fixed fee or cost
reimbursable plus fee types of contracts, and how the cost of the
aluminum and
alloyed metals are included on invoices or billings to the
customer.
Explain how the cost of aluminum and cost of alloying metals
amounts are
determined for the Hedged cost of alloyed metal adjustment.
For example, tell us
whether it represents the actual cost within your cost of sales
line item that is based
on the weighted average cost of metal under IFRS or another
calculation, such as the
average all-in aluminum price based on the location where metal
was purchased,
multiplied by the metal sold in the period.
Please contact Eiko Yaoita Pyles at 202-551-3587 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