United States securities and exchange commission logo





                            September 29, 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
February 22, 2023
                                                            Form 6-K furnished
July 26, 2023
                                                            File No. 001-35931

       Dear Jack Guo:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the fiscal year ended December 31, 2022

       Operating and Financial Review and Prospects
       Results of Operations, page 40

   1.                                                   When you discuss
revenue fluctuations between periods, specifically describe the extent
                                                        to which changes are
attributable to changes in prices, changes in the volume or amount of
                                                        goods or services being
sold, and the introduction of new products or services. Although
                                                        you quantify on pages
40, 43, and 45-46 the percentage change in tons shipped and
                                                        revenue per ton for the
applicable fiscal years, you do not quantify the impact of volumes
                                                        or prices in terms of
revenue dollars. See Item 303(b)(2) of Regulation S-K and SEC
                                                        Release No. 33-8350.
 Jack Guo
FirstName
ConstelliumLastNameJack  Guo
            SE
Comapany 29,
September  NameConstellium
               2023         SE
September
Page 2     29, 2023 Page 2
FirstName LastName
Cost of Sales, page 41

2.       When you discuss changes in cost of sales between fiscal years, please
ensure you also
         discuss changes in gross profit margin.
Segment Adjusted EBITDA, page 46

3.       We note that your Adjusted EBITDA calculation adjusts for    metal
price lag,    which "is
         primarily calculated as the average value of product recorded in
inventory, which
         approximates the spot price in the market, less the average value
transferred out of
         inventory, which is the weighted average of the metal element of cost
of sales, based on
         the quantity sold in the year." As it appears this adjustment may have
the effect of
         changing recognition and measurement principles required to be applied
under IFRS,
         please explain in greater the nature of and reasons for this
adjustment and why it does not
         result in the presentation of an individually tailored measure
pursuant to Question 100.04
         of the Staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial
         Measures ("Non-GAAP C&DI's"). Considering providing illustrative
examples of
         adjustment mechanics to assist our understanding.
Liquidity and capital resources
Cash Flows, page 50

4.       Please provide a more informative discussion and analysis of cash
flows from operating
         activities, including changes in working capital components, for the
periods presented. 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 ensure that your disclosures are not merely a recitation of
changes evident from the
         financial statements. Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-
         8350.
Notes to the Consolidated Financial Statements
2.6 Principles governing the preparation of the Consolidated Financial
Statements
Trade account receivables, page F-13

5.       We note that you recognize trade receivable at fair value through
other comprehensive
         income ("OCI") since they are managed under an objective that results
in both collecting
         the contractual cash flows and selling the receivables to factors. We
further note your
         disclosures on pages F-13 and F-30 that you factor trade receivables
under various
         factoring agreements and that, depending on the circumstances, the
transfers appear to be
         accounted for as sales or financings. Please tell us how you
determined all trade
         receivables should be accounted for at fair value through OCI. In
doing so, tell us what
         consideration you gave to the accounting treatment applied,
particularly those receivables
         that do not qualify as sales, and tell us if you originate any trade
receivables that are not
         included in factoring programs or that do not meet eligibility
requirements to be included
         in the program.
 Jack Guo
FirstName
ConstelliumLastNameJack  Guo
            SE
Comapany 29,
September  NameConstellium
               2023         SE
September
Page 3     29, 2023 Page 3
FirstName LastName
Hedge accounting, page F-15

6.       You disclose that you "did not adopt the disposition of IFRS 9" on
hedge accounting and
         "therefore continue to apply the provisions of IAS 39." Please specify
for us how IFRS 9
         impacted your hedge accounting both for hedges existing at the time of
adoption as well
         as those arrangements entered into prospectively after adoption.
Share-based payment arrangements, page F-20

7.       We note your disclosure that share-based payment awards are expensed
on a straight-line
         basis over the vesting period based on your estimate of equity
instruments that will
         eventually vest. Considering you appear to issue awards with market
conditions
         pertaining to the Total Shareholder Return performance of your shares,
clarify your
         accounting policy disclosures to confirm, if true, that you recognize
compensation
         expense for such awards irrespective of the outcome of the market
condition.
2.7 Judgments in applying accounting policies and key sources of estimation
uncertainty
Income Taxes, page F-20

8.       We note your disclosure that "there are many transactions and
calculations for which the
         ultimate tax determination is uncertain" and that you recognize
liabilities "based on
         estimates of whether additional taxes will be due." Please tell us and
disclose in
         further detail your accounting policy for uncertain tax treatments. In
doing so, clarify how
         you apply the guidance in paragraphs 9-12 of IFRIC 23.
Form 6-K furnished February 22, 2023

Exhibit 99.1

9.       Considering Net Operating Profit after Tax ("NOPAT") is calculated
differently from
         what appears to be the standard calculation, please consider revising
the titles of
         your NOPAT and Return on Investment Capital ("ROIC") measures to
identify them as
         "adjusted" measures or a similar term.
Form 6-K furnished July 26, 2023

Exhibit 99.1

10.      Please address the following comments related to your presentation of
the non-IFRS
         measure Value-Added Revenue ("VAR"):

                We note your disclosure on page 16 that VAR eliminates the
impact of metal price
              fluctuations, which includes the "cost of aluminium adjusted for
metal lag, cost of
              other alloying metals, freight out costs, and realized gains and
losses from hedging."
              As this measure appears to commingle revenue and costs, tell us
why it does not
              represent an adjusted contribution margin measure rather than an
adjusted revenue
 Jack Guo
Constellium SE
September 29, 2023
Page 4
              measure. Accordingly, tell us your basis for identifying revenue,
rather than gross
              profit, as the most directly comparable IFRS measure to VAR.

                Explain to us in sufficient detail and revise future filings to
specify the nature and
              calculation of the adjustment for    hedged cost of alloyed
metal.

                Tell us how you determined your VAR calculation does not result
in the presentation
              of an individually tailored measure pursuant to Question 100.04
of the Non-GAAP
              C&DI's.

       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.

       You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254
with any questions.



FirstName LastNameJack Guo                                       Sincerely,
Comapany NameConstellium SE
                                                                 Division of
Corporation Finance
September 29, 2023 Page 4                                        Office of
Manufacturing
FirstName LastName