SEC Comment Letter 0000000000-23-012773 to CONSTELLIUM SE (CSTM) (CIK 0001563411) (CSTM)
CONSTELLIUM SE (CSTM) (CIK 0001563411)
Date: Nov. 21, 2023 · CIK: 0001563411 · Accession: 0000000000-23-012773
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35931
Letter
United States securities and exchange commission logo November 21, 2023 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 October 30, 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 September 29, 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 comment 3 and the example provided in Exhibit 1. Our comment is in response to your presentation of Adjusted EBITDA in total. You state that the metal price lag adjustment is intended to eliminate the non-cash timing difference between metal purchase costs intended to be passed through to customers and metal purchase costs accounted in cost of sales. This adjustment appears to have the effect of changing the basis of accounting for inventory, which is inconsistent with Question 100.04 of the non-GAAP C&DI's. Please revise accordingly or explain in more detail why
FirstName LastNameJack Guo Comapany NameConstellium SE November 21, 2023 Page 2 FirstName LastName Jack Guo Constellium SE November 21, 2023 Page 2 you believe this adjustment is appropriate. Form 6-K furnished July 26, 2023 Exhibit 99.1 2.We note your response to comment 10. Please address the following comments related to your presentation of the non-IFRS measure Value-Added Revenue (“VAR”):
•You indicate that you will revise your presentation in future filings to reconcile your VAR measure to gross profit, rather than revenue. Your basis for determining that gross profit is the most directly comparable financial measure presented in accordance with IFRS is unclear. Please explain, providing insight into whether you consider VAR to be a measure of revenue or profitability.
•To help us better understand the adjustment “hedged cost of alloyed metal,” please provide us with a schedule quantifying the individual components of this adjustment and tell us in more detail why you believe it is appropriate to include a metal lag adjustment.
•You state that VAR eliminates the impact of metal price fluctuations which are not under your control and generally passed through to your customers. Please clarify what you mean by “generally” and tell us if there have been instances when you have not been able to pass through aluminum costs to your customers. If so, tell us what that impact has been on VAR.
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
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United States securities and exchange commission logo
November 21, 2023
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 October 30, 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 September 29, 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 comment 3 and the example provided in Exhibit 1. Our
comment is in response to your presentation of Adjusted EBITDA in total. You state that
the metal price lag adjustment is intended to eliminate the non-cash timing difference
between metal purchase costs intended to be passed through to customers and metal
purchase costs accounted in cost of sales. This adjustment appears to have the effect of
changing the basis of accounting for inventory, which is inconsistent with Question
100.04 of the non-GAAP C&DI's. Please revise accordingly or explain in more detail why
FirstName LastNameJack Guo
Comapany NameConstellium SE
November 21, 2023 Page 2
FirstName LastName
Jack Guo
Constellium SE
November 21, 2023
Page 2
you believe this adjustment is appropriate.
Form 6-K furnished July 26, 2023
Exhibit 99.1
2.We note your response to comment 10. Please address the following comments related to
your presentation of the non-IFRS measure Value-Added Revenue (“VAR”):
•You indicate that you will revise your presentation in future filings to reconcile your
VAR measure to gross profit, rather than revenue. Your basis for determining that
gross profit is the most directly comparable financial measure presented in
accordance with IFRS is unclear. Please explain, providing insight into whether you
consider VAR to be a measure of revenue or profitability.
•To help us better understand the adjustment “hedged cost of alloyed metal,” please
provide us with a schedule quantifying the individual components of this adjustment
and tell us in more detail why you believe it is appropriate to include a metal lag
adjustment.
•You state that VAR eliminates the impact of metal price fluctuations which are not
under your control and generally passed through to your customers. Please clarify
what you mean by “generally” and tell us if there have been instances when you have
not been able to pass through aluminum costs to your customers. If so, tell us what
that impact has been on VAR.
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