cstm-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-35931

Constellium SE

(Exact name of registrant as specified in its charter)


France				Not Applicable
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

		300 East Lombard Street, Suite 1710
		Baltimore,	MD
		21202
		(Zip Code)
(Address of principal executive office (US))
		(443)	420-7861
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act
Title of each class	Trading Symbol(s)			Name of each exchange on which registered
Ordinary Shares	CSTM			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days. x Yes ☐ No

Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule

405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required

to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and

"emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Explanatory Note

Constellium SE, a company organized under the laws of France ("Constellium SE" or "the Company", and when referred

to together with its subsidiaries, "the Group" or "Constellium"), qualifies as a foreign private issuer, as determined by Rule

3b-4(c) under the Securities Exchange Act of 1934 (the "Exchange Act"). Although, as a foreign private issuer, Constellium SE

is not required to do so, beginning in 2025, Constellium SE has voluntarily elected to file annual reports on Form 10-K,

quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission ("SEC")

instead of filing the reporting forms available to foreign private issuers.

As a foreign private issuer, Constellium SE is exempt from the proxy solicitation rules under Section 14 of the Exchange

Act and Regulation FD, and its executive officers, directors, and principal shareholders are not subject to the reporting and

short-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, Constellium SE intends to

voluntarily file a proxy statement for its annual general meeting with its shareholders ("Annual General Meeting") prepared in

accordance with applicable French requirements and voluntarily include certain disclosures required pursuant to Schedule 14A

of the Exchange Act. As Constellium SE’s proxy statement is not required to be filed pursuant to Regulation 14A, Constellium

SE may not incorporate by reference information required by Item 11 of this Form 10-K from its proxy statement. Accordingly,

in reliance upon and as permitted by Instruction G(3) to Form 10-K, Constellium SE will be filing an amendment to this Form

10-K containing the information required under Item 11 no later than 120 days after the end of the fiscal year covered by this

Form 10-K.

In addition, beginning with this annual report on Form 10-K ("Annual Report"), Constellium SE has voluntarily elected to

prepare its consolidated financial statements in accordance with United States Generally Accepted Accounting Principles ("U.S.

GAAP").

iii

Special Note About Forward-Looking Statements

This Annual Report on Form 10-K contains "forward-looking statements" with respect to our business, results of

operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify

certain forward-looking statements because they contain words such as, but not limited to, "believes," "expects," "may,"

"should," "approximately," "anticipates," "estimates," "intends," "plans," "targets," "likely," "will," "would," "could" and

similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and

uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business

and operations. The occurrence of the events described and the achievement of the expected results depend on many events,

some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking

statements contained in this Annual Report.

Important factors that could cause actual results to differ materially from those expressed or implied by the forward-

looking statements are disclosed under "Item 1A. Risk Factors" and elsewhere in this Annual Report, including, without

limitation, in conjunction with the forward-looking statements included in this Annual Report. All forward-looking statements

in this Annual Report and subsequent written and oral forward-looking statements attributable to us, or persons acting on our

behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could

materially affect our results include:

•We may not be able to compete successfully in the highly competitive markets in which we operate, and new

competitors could emerge, which could negatively impact our share of industry sales, sales volumes and selling

prices.

•Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or

lower our selling prices.

•A significant portion of our revenue is derived from international operations, which exposes us to certain risks

inherent in doing business globally.

•Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could

adversely affect our business, results of operations, financial position and cash flows.

•The price volatility of energy costs may adversely affect our profitability.

•If we are unable to substantially pass through to our customers the cost of price increases of our raw materials,

which may be subject to volatility, our profitability could be adversely affected.

•Widespread public health pandemics, such as COVID-19, or any major disruption, including those resulting from

geopolitical and weather-related catastrophic events, could have a material and adverse effect on our business,

financial condition and results of operations.

•The cyclical and seasonal nature of the metals industry, our end-use markets and our customers’ industries could

adversely affect our financial condition and results of operations.

•We may be unable to execute and timely complete our expected capital investments or may be unable to achieve

the anticipated benefits of such investments.

•We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts

to meet environmental, social, and governance ("ESG") targets or standards or to enhance the sustainability of our

businesses may not meet the expectations of our stakeholders or regulators.

•Disruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information

security breaches, could have a material adverse effect on our business and financial results.

•Our failure to meet customer manufacturing and quality requirements, standards and demand, or changing market

conditions could have a material adverse impact on our business, reputation and financial results.

•We are dependent on a limited number of customers for a substantial portion of our sales and a failure to

successfully renew or renegotiate our agreements with such customers may adversely affect our results of

operations, financial condition and cash flows.

•We are dependent on a limited number of suppliers for a substantial portion of our prime aluminum supply and a

failure to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, may

adversely affect our results of operations, financial condition and cash flows.

•The loss of certain members of our senior management team or other key employees may have a material adverse

effect on our operating results.

•Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could

adversely affect our net income, our ability to service our debt or obtain additional financing, and our business

relationships.

PART I

Item 1. Business

Overview

We are a global leader in the design and manufacture of a broad range of innovative rolled and extruded aluminum

products, serving a wide range of blue-chip customers primarily in the aerospace, packaging, automotive, commercial

transportation, general industrial and defense end-markets. Our business model is to add value by converting aluminum into

semi-fabricated and in some instances fully-fabricated alloyed aluminum products which meet stringent and performance

critical requirements from our customers. Our product portfolio generally commands higher margins as compared to less

differentiated, more commoditized aluminum products. Our business model aims to pass through aluminum price exposure by

pricing our products to include the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price

neutrality.

As of December 31, 2024, we operated 25 manufacturing facilities, 3 R&D centers, and 3 administrative centers. Our

portfolio of flexible, integrated and strategically located facilities is well invested, among the most technologically advanced in

the industry and highly valuable. We believe that we are a critical supplier to many of our customers given our world-class

technological and R&D capabilities, our intellectual property and more than 50 years of manufacturing experience. Many of our

products are technically advanced, requiring long and complex qualification processes as well as the need for close customer

collaborations including joint product development. We believe that our strategic footprint, differentiated capabilities,

technically advanced product portfolio, integrated approach and long-standing customer relationship are difficult to replicate

and support our competitive position.

Our Strategy

Our mission is to meet customers’ and society’s need for lightweight, strong and sustainable aluminum products while

generating attractive returns for our shareholders. We aim to achieve our mission by expanding our leading position as an

innovative, go-to-supplier of technologically advanced fabricated aluminum solutions. We are committed to building a safe and

sustainable company and becoming the most exciting company in our industry. To achieve these objectives, we have built a

business strategy centered around six core principles:

(i) Focus on High Value-added and Responsible Products

We are primarily focused on our strategic end-markets including aerospace, packaging and automotive, in which we have

leading positions and long-standing relationships with many of the main manufacturers. These are also markets where we

believe that we can differentiate ourselves through our high value-added and specialty products which make up the majority of

our product portfolio. Given the inherent characteristics of aluminum of being lightweight, strong, durable and infinitely

recyclable, we have made substantial investments to enhance our manufacturing and recycling capabilities as well as product

offerings which benefit our customers in many areas such as weight reduction, higher strength and better formability, and

contribute to their objective of reducing carbon emissions.

(ii) Increase Customer Connectivity

We regard our relationships with our customers as partnerships in which we work closely together to develop customized

solutions which are technically advanced. We aim to deepen our ties with our customers by consistently providing best-in-class

products and services and joint product development projects. In addition, supply chain integration allows us to better anticipate

customer demands and more efficiently manage our working capital needs. We also seek to strengthen customer connectivity

through customer technical support and closed-loop scrap recycling programs.

(iii) Optimize Margins and Asset Utilization Through Rigorous Product Portfolio Management

We are highly focused on maximizing the throughput of our facilities and optimizing our product mix to increase the

profitability per machine hour. We believe there are significant opportunities to do so through rigorous focus on the products

we choose to make, investments in asset integrity, and continuous improvements in our operations such as debottlenecking and

optimizing equipment uptime, speed and recovery. Finally, we complement these efforts by increasing recycling to strengthen

our margins, reduce our dependence on external slab and billet suppliers and expand our sustainable product offering.

(iv) Strictly Control Cost, Continuously Improve and Manage Resources Responsibly

We are committed to reducing our operating costs and improving our operations by implementing manufacturing

excellence, metal management and other cost improvement initiatives. These include standardizing manufacturing processes,

improving recovery thereby reducing internal scrap generation, minimizing energy and water usage, maximizing external scrap

input and efficiently managing other resources used by the Company, including capital.

(v) Manage Capital Through a Disciplined Approach and Increase Financial Flexibility

We have invested capital in a number of attractive growth opportunities to advance our production capabilities, product

offerings and sustainability profile. We are highly focused on being selective on growth projects and realizing attractive returns

on the capital we invest. In addition, we are highly focused on increasing our financial flexibility through earnings growth and

free cash flow conversion, which is critical to achieving our objectives of investing in our operations and our people,

maintaining a conservative capital structure and returning capital to our shareholders.

(vi) Commit to Our People and Communities

We believe our people are among the best in the industry, which is a competitive strength that allows us to be a leader in

our industry. We will continue to provide trainings to our employees, invest in their skills and competencies, and promote a safe

and inclusive environment where everyone is valued, contributes, and thrives. We also strive to be socially responsible

operators in our communities.

Our Operating Segments

Our business is organized into three operating segments:

(i) Aerospace & Transportation Operating Segment

Our Aerospace & Transportation ("A&T") operating segment offers a wide range of technically advanced aluminum

products including plate, sheet and extrusions to blue-chip customers in the global aerospace, space, commercial transportation,

general industrial and defense sectors. Many of the products are mission critical, which benefit from our world-class R&D and

manufacturing capabilities and unique solutions.

We are a global leader in the supply of advanced aluminum alloy plates, sheets and extrusions to the aerospace and space

industries. The aerospace and space industries require high levels of R&D investment and advanced technological capabilities,

and therefore tend to command higher margins compared to more commoditized products. We work in close collaboration with

our customers to develop highly engineered solutions to fulfill their specific requirements. For example, we have developed

Airware®, a lightweight specialty aluminum-lithium alloy, for our aerospace and space customers to address increasing demand

for lighter and more fuel-efficient aircraft and spacecraft. Additionally, aerospace and space products are generally subject to

long qualification periods. Our facilities have been qualified by external certification organizations including the National

Aerospace and Defense Contractors Accreditation Program ("NADCAP") and our products have been qualified by our

customers. We are also a leading supplier to the commercial transportation, general industrial and defense end-markets in North

America and Europe. Our product portfolio in these segments include both specialty aluminum plates and sheets as well as

standard products. Our A&T customers are diverse and range from Airbus, Boeing and Lockheed Martin in commercial and

military aerospace, to Ryerson, ThyssenKrupp, General Dynamics and KNDS in commercial transportation, general industrial

and defense, to multiple players in space. The majority of our contracts with our largest aerospace customers are multi-year

contracts, which provides visibility on volumes and profitability. Our contracts in commercial transportation and defense are

typically between one to three years. The contract length in general industrial tends to be one year or less.

(ii) Packaging & Automotive Rolled Products Operating Segment

Our Packaging & Automotive Rolled Products ("P&ARP") segment includes the production and development of

customized rolled aluminum sheet products. We supply the packaging market with canstock and closure stock for the beverage

and food industry, as well as foilstock for the flexible packaging market. In addition, we supply the automotive market with

technically advanced products such as Auto Body Sheet ("ABS"), heat exchanger materials and battery foil products.

We are a leading supplier of canstock in North America and Europe and a leading supplier of closure stock globally. We

are also a major supplier of ABS in both North America and Europe, and heat exchangers and battery foil in Europe. These

products are subject to the exacting requirements and qualification processes of our customers which we believe provide us

with a competitive advantage. We have a diverse customer base, consisting of many of the world’s largest beverage companies,

can makers, food and specialty packaging producers, automotive original equipment manufacturers ("OEMs") and general

industrial companies. Our packaging customers include AB InBev, Amcor Ltd., Ardagh Metal Packaging S.A., Ball

Corporation, Can-Pack S.A., Crown Holdings, Inc., and Molson Coors Beverage Company USA LL and our automotive

customers include BMW AG, Ford Motor Company, Mercedes-Benz Group AG, Stellantis, Toyota Motor Corporation and

Volkswagen Group. Our contracts in packaging and automotive are typically multi-year.

(iii) Automotive Structures & Industry Operating Segment

Our Automotive Structures & Industry ("AS&I") operating segment produces (i) technologically advanced structural

solutions for the automotive industry including crash management systems, body structures, side impact beams and battery

enclosure components, (ii) soft and hard alloy extrusions for automotive, transportation, general industrial applications, and (iii)

large profiles for rail and general industrial applications. We complement our products with a comprehensive offering of

downstream technology and services, which include pre-machining, surface treatment, R&D and technical support services.

We are a leading supplier of aluminum extruded products to automotive customers in North America and Europe. Due to

the unique combination of strength and weight, aluminum extruded structural solutions are increasingly favored by our

automotive customers given priorities on safety, lightweighting and sustainability. By leveraging our unique R&D partnership

with the Brunel University in the United Kingdom, we have developed proprietary alloys and manufacturing technology which

have enabled us to deliver high-quality and cost-effective products to our automotive customers. We believe that we are one of

the largest providers of aluminum automotive crash management systems globally, and our customers include some of the

largest North American and European car manufacturers, such as BMW AG, Ford Motor Company, Mercedes-Benz Group AG,

Stellantis, Toyota Motor Corporation and Volkswagen Group. Our automotive structures contracts are typically multi-year,

which usually represents the lifetime of a model. We also serve a broad range of customers across a number of industries

outside of automotive including rail, other transportation and general industrial markets in Europe. The non-automotive

businesses typically have contracts which are shorter-term in nature.

Our Industry

Aluminum Sector Value Chain

Aluminum has a number of unique physical characteristics. Aluminum is infinitely recyclable and recycling aluminum

requires only approximately 5% of the energy required to produce primary aluminum. Aluminum’s corrosion resistance and its

malleability also allow it to be easily cast, shaped, machined and used across a variety of applications. In addition, aluminum is

lightweight, with one-third the density of steel but offering the same stiffness, which result in products offering strength and

stability particularly when alloyed with other metals. All of these capabilities make aluminum a viable and adaptable solution

for a growing number of manufacturing and consumption needs.

The global aluminum industry consists of (i) mining companies that produce bauxite, the ore from which aluminum is

ultimately derived, (ii) primary aluminum producers that refine bauxite into alumina and smelt alumina into aluminum, (iii)

aluminum semi-fabricated products manufacturers, including aluminum casters, extruders and rollers, (iv) aluminum recyclers

and remelters, and (v) integrated companies that are present across multiple stages of the aluminum production chain.

Constellium’s Position in the Aluminum Sector Value Chain

Aluminum value chain

Our business is primarily focused on adding value through rolling and extruding aluminum into semi-fabricated and in

some instances fully-fabricated alloyed aluminum products, for a variety of end-markets. We recycle aluminum, both for our

own use and as a service to our customers. We do not participate in upstream activities such as mining, refining bauxite or

smelting alumina into aluminum. The aluminum rolled products industry is characterized by economies of scale as significant

capital investments are required to achieve and maintain technological capabilities and demanding customer qualification

standards. The aluminum extruded products industry also requires significant capital investments in order to achieve and

maintain technological capabilities and meet demanding customer qualification standards, but is comparatively more

fragmented and generally more regional. The supply of aluminum rolled and extruded products has historically been affected by

production capacity, alternative technology substitution and trade flows between regions. The demand for these products has

historically been affected by economic growth, substitution trends, cyclicality and seasonality, etc.

There are two main sources of metal input for our rolled or extruded products:

•Slabs or billets we cast from a combination of primary and recycled aluminum. The primary aluminum is typically in

the form of standard ingots. The recycled aluminum comes either from scrap from fabrication processes, or from

recycled end products in their end-of-life phase, such as used beverage cans.

•Slabs or billets purchased from smelters or metal trading companies.

The cost of primary aluminum is based on the London Metal Exchange ("LME") quoted price plus a regional premium.

Recycled aluminum is also tied to LME pricing (typically sold at a discount to LME price and regional premium). The rolled

and extruded aluminum product prices for our products are based generally on the cost of aluminum purchased plus a

conversion margin (i.e., the margin to convert the aluminum into a semi-finished product). As a result, the price of aluminum is

not a significant driver of our financial performance because we typically pass through the cost of aluminum either to our

customers and / or the financial market. Instead, the financial performance of producers of rolled and extruded aluminum

products, such as Constellium, is driven by the dynamics in the end-markets that they serve, their relative positioning in those

markets and the efficiency of their industrial operations.

Overview of Aluminum Rolled Products, Extrusions and Automotive Structures

Our aluminum rolling process consists of passing alloyed aluminum slabs through a hot-rolling mill and then transferring it

to a cold-rolling mill, which gradually reduces the thickness of the metal down to approximately 6 mm for plates and to

approximately 0.2-6 mm for sheet. Aluminum rolled products, including sheet, plate and foil, are semi-fabricated products

which are used by our customers for their manufacturing of finished goods ranging from packaging such as beverage cans to

transportation applications such as automotive body panels to fuselage sheet to aircraft wing parts. According to CRU

International Limited ("CRU"), the compound annual growth rate ("CAGR") for aluminum rolled products between 2024 and

2029 is expected to be 4.0%.

Aluminum extrusion is a technique used to transform alloyed aluminum billets into semi-fabricated products with a defined

cross-sectional profile for a wide range of uses. In the extrusion process, a heated aluminum billet is forced through a die and

the extruded products can be manufactured in many sizes and in almost any shape. Today, aluminum extrusions are used for a

wide range of purposes, including building, general industrial and transportation where virtually every type of vehicle contains

aluminum extrusions, including planes, boats, bicycles, trains and cars. In our automotive structures business, automotive

extruded profiles are further machined and processed into a system of fully-fabricated automotive structural components. Due

to the unique combination of strength and weight, aluminum extruded products are increasingly favored by our automotive

customers.

Our Key End-markets

Aerospace

Demand for aerospace plate and sheet is primarily driven by the build rate of commercial aircraft, which we believe will be

supported for the foreseeable future by (i) the increasing demand for air travel in an environment of economic growth, (ii) the

increased affordability and accessibility of air travel to people from diverse socio-economic backgrounds, (iii) the expansion of

airline networks and the opening of new routes to previously underserved destinations and (iv) the necessary replacement of

aging fleets by airline operators, particularly in the United States and Western Europe by more fuel-efficient aircraft. Over the

longer term the fundamentals driving aerospace demand growth remain intact. Between 2024 and 2043, Airbus predicts over

42,000 new aircraft across all categories of large commercial aircraft with 36% of sales of new airplanes to Europe and North

America, 46% of sales of new airplanes to Asia Pacific and the remaining 18% to the Middle East, Latin America and Africa.

According to CRU, demand for the aerospace aluminum rolled products markets in North America and Europe is expected to

grow by 8.2% per annum from 2024 to 2029.

Packaging

The packaging industry has historically been relatively resilient during periods of economic downturn and has had

relatively limited exposure to economic cycles and periods of financial instability. Aluminum is a preferred material for

beverage packaging as it allows drinks to chill faster, can be stacked for transportation and stored more densely than competing

formats (such as glass bottles), is highly formable for unique or differentiated branding, and offers significant environmental

advantage of convenient, cost- and energy-efficient recycling. As a result of these benefits, aluminum is increasingly the

beverage packaging container of choice and is displacing tinplate, glass and plastics as the preferred packaging material

including in the growing specialty product categories. According to CRU, demand for the aluminum canstock market in North

America and Europe is expected to grow by 3.1% and 4.8% per annum between 2024 and 2029, respectively.

Automotive

We believe that the main drivers of automotive sales include overall economic growth, credit availability, level of

financing rates, vehicle prices and consumer confidence. Within the automotive sector, the demand for aluminum rolled and

extruded products tends to increase faster than the underlying demand for light vehicles due to aluminum’s high strength-to-

weight ratio in comparison to steel and a need for increased energy efficiency. Regulations in the U.S. and EU relating to

reductions in carbon emissions are expected continue to result in the increased use of aluminum to "lightweight" traditional

vehicles to facilitate better fuel economy, improve emissions performance and enhance vehicle safety. In addition, increased

electric vehicle penetration should drive increased demand for aluminum rolled and extruded products due to the greater

importance of lightweighting to maximize range, better thermal conductivity for battery boxes and superior energy absorption,

as compared to steel. As a result, automotive OEMs are seeking additional applications where aluminum can be used in place of

steel and an increased number of cars are being manufactured with aluminum panels and crash management systems. Our

automotive rolled, extruded and structural products are predominantly used in premium models, light trucks and sport utility

vehicles manufactured by North American and European OEMs. According to industry research, light vehicle production is

expected to grow in North America and Europe by approximately 1.3% and 2.3% per annum from 2024 to 2029, respectively.

Comparatively, CRU estimates that the consumption of ABS in North America and Europe is expected to grow by 6.1% and

7.8% per annum between 2024 and 2029, respectively.

Our Business Operations

Our business model is to add value by converting aluminum into semi-fabricated and in some instances fully-fabricated

products. It is our policy not to speculate on metal price movements.

Managing Our Metal Price Exposure

For all contracts, we seek to minimize the impact of aluminum price fluctuations in order to protect our cash flows against

variations in the LME price, regional and other premiums for aluminum that we buy and sell, with the following methods:

•In cases where we are able to align the price and quantity of physical aluminum purchases with that of physical

aluminum sales to our customers, we enter into back-to-back arrangements with our customers.

•When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum

sales to our customers, we enter into derivative financial instruments to pass through the exposure to financial

institutions.

•For a small portion of our volumes, the aluminum we process is owned by our customers and we bear no aluminum

price risk.

Sales and Marketing

Our sales force is based in the U.S., Europe (France, Germany, Czech Republic, United Kingdom and Switzerland) and

Asia (South Korea and China). We primarily serve our customers directly and in some cases through distributors.

Raw Materials and Supplies

A majority of our rolling slab and extrusion billet needs is produced internally at our cast-houses. The remaining external

rolling slab and extrusion billet needs are secured through long-term contracts with several upstream suppliers. All of our top 10

overall metal suppliers (covering rolling slabs, extrusion billets, primary, high purity, scrap and hardeners) have been long-

standing suppliers to our plants, and in many cases, for more than 10 years. In aggregate, the top 10 suppliers accounted for

approximately 50% of our total metal purchases (in terms of volumes) for the year ended December 31, 2024. We typically

enter into annual or multi-year contracts with these metal suppliers pursuant to which we purchase various types of metal,

including:

•Primary metal from smelters or metal traders in the form of ingots, rolling slabs or extrusion billets.

•Remelted metal in the form of rolling slabs or extrusion billets from external cast-houses, to supplement the

capacity of our own internal cast-houses.

•Production scrap from customers and scrap traders.

•End-of-life scrap (e.g., used beverage cans) from customers, collectors and scrap traders.

•Specific alloying elements and primary ingots from producers and metal traders.

Our operations use energy in the forms of natural gas and electricity, which represents the third largest component of our

cost of sales, after metal costs and labor costs. We purchase energy from the natural gas and electricity markets and typically

secure a large part of our needs pursuant to fixed-price commitments. To reduce the risks associated with our natural gas and

electricity requirements, we primarily use forward contracts with our energy suppliers, and to a lesser extent, forward contracts

or financial futures with the financial markets, to fix the commodity component of the energy costs. Furthermore, in our longer-

term sales contracts, we aim to include indexation clauses on energy prices. From time to time, we may experience fluctuations

in energy costs in the periods of higher volatility.

Our Customers

Our customer base includes some of the leading manufacturers in the aerospace, packaging and automotive end-markets.

We have a relatively diverse customer base with our 10 largest customers representing approximately 55% of our revenue for

the year ended December 31, 2024. We generally have long-term relationships with our large customers, many of which span

decades.

We see our relationships with our customers as partnerships. In each of our end markets, we closely collaborate with our

customers to complete a rigorous product qualification process, which requires substantial time and investment and creates high

switching costs. In addition, our product portfolio is predominantly focused on high value-added products, which tend to

require close collaborations with our customers to develop technically advanced and tailored solutions to meet their evolving

requirements. The significant effort and investment to adhere to rigorous qualification procedures, the close collaborations on

technical development and customized offerings, and the focus on product quality and service reliability enable us to foster

long-term and mutually beneficial relationships with our customers.

Competition

The worldwide aluminum rolled and extruded industry is highly competitive. We believe the most important competitive

factors in our industry are product quality, price, timeliness of delivery and customer service, geographic coverage and product

innovation. Aluminum competes with other materials such as steel, glass, plastics and composite materials for various

applications. The key competitors in our Aerospace & Transportation operating segment are Arconic Corporation, AMAG

Austria Metall AG, Commonwealth Rolled Products, Inc., Kaiser Aluminum Corporation, Novelis Inc. and Universal Alloy

Corporation. The key competitors in our Packaging & Automotive Rolled Products operating segment are Arconic Corporation,

Commonwealth Rolled Products, Inc., Kaiser Aluminum Corporation, Novelis Inc., Speira GmbH and Tri-Arrows Aluminum

Inc. The key competitors in our Automotive Structures & Industry operating segment are Benteler International AG, Gestamp

Automoción, S.A., Magna International Inc., Metra Aluminum Inc., Norsk Hydro ASA, Otto Fuchs KG, Sankyo Tateyama, Inc.

and UACJ Automotive Whitehall Industries, Inc.

Seasonality

Customer demand in the aluminum industry is seasonal due to a variety of factors, including holiday seasons, weather

conditions, economic and other factors beyond our control. Our volumes are impacted by the timing of the holiday seasons in

particular, with the lowest volumes typically delivered in August and December and highest volumes delivered in January to

June. Our business is also impacted by seasonal slowdowns and upturns in certain of our customers’ industries. Historically, the

can industry is strongest in the spring and summer seasons and the automotive and aerospace sectors encounter slowdowns in

both the third and fourth quarters of the calendar year.

Research and Development ("R&D")

We have three R&D centers located in Voreppe, France, Plymouth, Michigan and Brunel University, London, United

Kingdom. We engage in R&D to develop new products, improve our processes, and support the objectives of our customers.

We invested $49 million, $52 million and $46 million in R&D in the years ended December 31, 2024, 2023 and 2022,

respectively.

C-TEC, our world-class R&D center located in Voreppe, primarily serves our A&T and P&ARP operating segments and

specializes in product and process development, product testing and technical assistance to our plants and customers. Our

industry-leading R&D centers in Plymouth and in Brunel provide support to our North American and European automotive

customers in the AS&I and P&ARP operating segments by addressing specific market requirements related to our aluminum-

based automotive lightweighting solutions.

Intellectual Property

We actively review intellectual property arising from our operations and our research and development activities and,

when appropriate, apply for patents in the appropriate jurisdictions. We currently hold more than 250 active patent families and

regularly apply for new ones. While these patents and patent applications are important to the business on an aggregate basis,

we do not believe any single patent family or patent application is critical to the business. In connection with our collaborations

with universities and other third parties, we occasionally obtain royalty-bearing licenses for the use of third-party technologies

in the ordinary course of business.

Insurance

We have implemented a corporate-wide insurance program consisting of both master policies with worldwide coverage and

local policies where required by applicable regulations. Our insurance coverage includes: (i) property damage and business

interruption; (ii) general liability including operation, professional, product and environment liability; (iii) aviation product

liability; (iv) marine cargo (transport); (v) business travel and personal accident; (vi) construction all risk; (vii) automobile

liability; (viii) trade credit; (ix) cyber risk; (x) workers’ compensation in the U.S.; and (xi) other specific coverages for

executive and special risks. We believe that our insurance coverage terms and conditions are customary for a business such as

Constellium and are sufficient to protect us against catastrophic losses. We also purchase and maintain insurance on behalf of

our directors and officers.

Governmental Regulations and Environmental, Health and Safety Matters

Our operations are subject to a number of international, national, state and local regulations relating to the protection of the

environment and to workplace health and safety. Our operations involve the use, handling, storage, transportation and disposal

of hazardous substances, and accordingly we are subject to extensive laws and regulations governing emissions to air,

discharges to water emissions, the generation, storage, transportation, treatment or disposal of hazardous materials or wastes

and employee health and safety matters. In addition, prior operations at certain of our properties have resulted in contamination

of soil and groundwater which we are required to investigate and remediate pursuant to applicable environmental, health and

safety ("EHS") laws and regulations. Environmental compliance at our key facilities is supervised by the relevant local agencies

in the jurisdictions where we operate. Violations of EHS laws and regulations, and remediation obligations arising under such

laws and regulations, may result in restrictions being imposed on our operating activities as well as fines, penalties, damages or

other costs. Accordingly, we have implemented EHS policies and procedures to protect the environment and ensure compliance

with these laws and regulations, and we incorporate EHS considerations into our planning for new projects. We perform regular

risk assessments and EHS reviews. We closely and systematically monitor and manage situations of noncompliance with EHS

laws and regulations and cooperate with authorities to address any noncompliance issues. We believe that we have made

adequate reserves with respect to our remediation and compliance obligations. Nevertheless, new regulations or other

unforeseen increases in the number of our non-compliant situations may impose costs on us that may have a material adverse

effect on our financial condition, results of operations or liquidity.

We accrue for costs associated with environmental investigations and remedial efforts when it becomes probable that we

are liable and the associated costs can be reasonably estimated. The aggregate close down and environmental remediation costs

provisions at December 31, 2024 were $92 million. All accrued amounts have been recorded without giving effect to any

possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, we

expense the costs when incurred.

We have incurred, and in the future will continue to incur, operating expenses related to environmental compliance. As part

of our general capital expenditure plan, we expect to incur capital expenditures for other capital projects that, in addition to

improving operations, also reduce certain environmental impacts such as energy consumption, air emissions, water releases,

and waste streams optimization. Capital expenditures for existing facilities for environmental control were approximately $16

million in 2024.

Human Capital

As of December 31, 2024, we employed approximately 12,000 employees. In addition, we contracted with approximately

500 temporary workers. Approximately 90% of our employees were engaged in production and maintenance activities and

approximately 10% were employed in support functions. Approximately 25% of our employees were employed in the United

States, 35% in France, 20% in Germany, 6% in Switzerland, and 14% in Eastern Europe and other regions. Approximately 50%

of U.S. employees and a majority of non-U.S. employees are covered by collective bargaining agreements. These agreements

are negotiated on site, regionally or on a national level, and are of different durations. In the U.S., for the year ended December

31, 2024, there was no extension to any of our collective bargaining agreements and no new collective bargaining agreements

were negotiated or ratified.

We are committed to creating a great place to work where all employees can thrive and have equal access and opportunity

to develop. In living our company values, our people strategy reflects the importance of safety being our first and foremost

concern followed by trust, transparency, respect, empowerment, and collaboration. We actively recruit high-potential

candidates, engage our employees through ongoing communication, provide access to learning and leadership programs, and

value the broad-reaching abilities and skills our employees possess. As a global organization, we empower our teams to make

decisions and implement practices culturally and legally aligned with local practices and law. While we have a global

philosophy that influences many aspects of human rights and employment, it is not intended to replace or interfere with local

dialogue, regulations and negotiation practices. We continually evaluate and assess our human rights practices and potential risk

through a Human Rights Impact Assessment at least every five years.

Labor Practices and Policies

Safety. Safety is our utmost priority. Our industry requires material, equipment, and processes that may pose risks to the

health and safety of our employees, contractors, and visitors, so we have defined and implemented strict policies and processes

to protect everyone in our facilities. The goal is to achieve zero injuries and illnesses by integrating safety into all aspects of our

business. Constellium’s environmental, health and safety ("EHS") management system is described in our EHS FIRST policy

and manual, and our EHS directives and guidelines.

Health. Over the last several years we have implemented various wellness programs and policies across the organization to

bring awareness to health and wellness. We routinely assess the Company’s paid leave, vacation, and other policies and

practices to help provide employees with greater access to resources to help support a healthy lifestyle.

Labor Union Affiliations. Employees have the right to organize and bargain collectively with Constellium and engage in

other protected activities. We work in connection with the works councils and unions to negotiate outcomes that benefit

employees and the business in alignment with local legal frameworks. We encourage open dialogue and enter into these

discussions with trust, respect and collaboration in mind.

Recruiting, Training, Development & Retention

Recruiting. Constellium is committed to attracting, developing, and retaining top talent. We actively recruit individuals

with diverse backgrounds and experiences who share our passion for shaping a sustainable future through advanced aluminum

solutions. Our recruitment strategy emphasizes promoting a culture of inclusion, continuous learning, and career advancement

opportunities. In 2024, we expanded our recruiting initiatives, increasing our number of university partnerships while

optimizing and enhancing our digital recruitment tools and recruitment marketing efforts.

Training, Development and Retention. We have developed a global learning and development program, Constellium

University, which is designed to foster a unified learning culture across all levels of the organization from shop floor employees

to executive leadership. Initiatives included in Constellium University include: Constellium University learning platform, global

engineering development program, leadership development program, the executive leadership program and global mentorship

program. In 2024, our Constellium University approach has received the Gold Award from the Brandon Hall Group, an external

selection jury, recognizing the quality and the impact for employees and the business of our different global programs.

Available Information

Beginning in 2025, we have voluntarily elected to file with the SEC annual reports on Form 10-K, quarterly reports on

Form 10-Q, and current reports on Form 8-K, and all amendments to those reports, instead of filing the reporting forms

available to foreign private issuers. Prior to 2025, we filed or furnished periodic and current reports with the SEC on the

reporting forms available to foreign private issuers, namely Form 20-F and Form 6-K. Beginning in 2025, we also intend to

voluntarily file with the SEC a proxy statement for our Annual General Meeting prepared in accordance with applicable French

requirements and voluntarily include certain disclosures required pursuant to Schedule 14A of the Exchange Act. The SEC

maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the

SEC. The address of that site is www.sec.gov. We will also make available on our website, free of charge, our SEC filings as

soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is

www.constellium.com. The information contained on our website is not incorporated by reference in this document.

Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this Annual Report. Our

business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and

as a result, the market price of our outstanding securities could decline. This Annual Report also contains forward-looking

statements that involve risks and uncertainties. See "Special Note About Forward-Looking Statements." Our actual results

could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.

BUSINESS AND OPERATIONAL RISKS

We may not be able to compete successfully in the highly competitive markets in which we operate, and new

competitors could emerge, which could negatively impact our market share, sales volumes and selling prices.

We are engaged in a highly competitive industry and compete in the production and sale of aluminum rolled and extruded

products with a number of other producers, some of which are larger and have greater financial and technical resources than we

do. As a result, these competitors may have an advantage over us in their abilities to research and develop technology, pursue

acquisitions, investments and other business opportunities, market and sell their products and services, capitalize on market

opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse industry or economic

conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a competitive advantage. Further,

an existing or new competitor may add or build new capacity, which could increase competitive pressure in our markets. New

competitors could emerge within aluminum, steel, or other materials, that may seek to compete in our industry. Emerging or

transitioning markets in regions with abundant natural resources, low-cost labor and energy, and lower environmental and other

standards may pose a significant competitive threat to our business. Moreover, technological innovation is important to our

customers who require us to lead or keep pace with new innovations to address their needs. If we do not compete successfully,

our market share, sales volumes and financial position, results of operations and cash flows may be negatively impacted.

Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or lower

our selling prices.

Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials, for

various applications. Higher aluminum prices relative to alternative materials may make aluminum products less competitive.

Environmental and other regulations may also make our products less competitive as compared to materials that are subject to

fewer regulations. Customers in our end-markets use and continue to evaluate the further use of alternative materials to

aluminum in order to reduce the weight and increase the efficiency of their products. The willingness of customers to accept

substitutions for aluminum, could materially adversely affect our financial position, results of operations and cash flows.

A significant portion of our revenue is derived from international operations, which exposes us to certain risks

inherent in doing business globally.

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,

Slovakia, China, Spain, Canada, and Mexico, and we sell our products primarily across North America, Europe, and Asia.

Economic downturns in regional and global economies, or a prolonged recession in our principal industry segments, have had a

negative impact on our operations in the past by reducing overall demand for our products, and could have a negative impact on

our future financial condition or results of operations. Similarly, geopolitical tensions, instability, conflicts, and wars, such as

the conflict between Russia and Ukraine, terrorist acts and tensions between nation states can affect the normal and peaceful

course of international relations and can have an adverse impact on the economy and our financial condition.

We generally are subject to financial, political, economic, regulatory and business risks in connection with our global

operations, including:

•changes in international governmental regulations, and other foreign trade restrictions and laws, including those

relating to taxes, employment and repatriation of earnings;

•compliance with sanction regimes and export control laws of multiple jurisdictions;

•currency restrictions, currency exchange rate and interest rate fluctuations;

•the potential for nationalization of enterprises or government policies favoring local production;

•renegotiation or nullification of existing agreements;

•high rates of, excessive, sustained or prolonged inflation;

•differing protections for intellectual property and their enforcement;

•divergent environmental laws and regulations;

•significant supply/demand imbalances impacting our industry;

•public health crises, epidemics and pandemics, such as COVID-19;

•uncertain social, political, regulatory, or trade conditions and instability (e.g., U.S. and other duties, taxes, tariffs,

sanctions, embargoes and trade negotiations);

•geopolitical tensions, international conflict, terrorist attacks, armed conflict and wars; and

•sustained economic downturns, volatility, and instability, regionally and globally.

The occurrence of any of these events could cause our costs to rise, limit growth opportunities, have a negative effect on

our operations and financial results, as well as on our ability to plan for future periods. Similarly, if any of our customers or

suppliers are similarly impacted, we could be indirectly impacted, and our operations and financial results could be adversely

affected. In addition, any of the above events may be heightened due to the ongoing conflict between Russia and Ukraine and

other armed and international conflicts and geopolitical tensions. The duration, intensity and consequences of such conflicts and

tensions are uncertain and unpredictable, and we may not be able to adequately foresee events that could disrupt and have a

negative impact on our operations. Moreover, their continuation is likely to contribute to further instability in the global

economy, financial markets, and supply chains.

Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could

adversely affect our business, results of operations, financial position and cash flows.

New tariffs and other restrictive trade measures could adversely affect our business, results of operations, financial

position and cash flows. On February 10, 2025, the President of the United States issued an executive order raising the U.S.

tariff rate on aluminum and steel imports to 25% from 10% and eliminating numerous tariff exclusions. This order followed

similar orders issued on February 1, 2025 imposing a 25% tariff on imports from Mexico and Canada, though implementation of

those tariffs was then paused and the effective date delayed for 30 days. Rapid changes in trade policy can create uncertainty in

our operations and business prospects. Such tariffs and any further legislation or actions taken by the U.S. government, such as

the imposition of additional tariffs and trade barriers, as well as retaliatory protectionist measures taken by other governments,

could increase the cost of our products, product component and raw materials, and adversely impact our business prospects as a

result.

The new and substantial tariff increases on aluminum imports into the United States announced on February 10, 2025,

should they be implemented and sustained for an extended period of time, could have a significant adverse effect, including

financial, on our Company, our supply chain and the aluminum industry as a whole. The ultimate impact of these and other new

tariffs are uncertain and will depend on various factors, including whether such tariffs are ultimately implemented, the timing

and duration of implementation, and the amount, scope, and nature of the tariffs, and a number of secondary and tertiary effects.

We are continuing to assess the full implications of these and other tariffs for the global aluminum market and the impact

they are likely to have on our business, and are considering ways in which we may mitigate potentially unfavorable impacts.

There is no assurance, however, that we will be successful in mitigating the effects on us of increased trade regulation in the

current environment. Such tariffs might require us to reconsider or seek to renegotiate our commercial agreements with

suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our

products. Any or all of these actions could adversely affect our business, financial condition, results of operations and cash

flows.

The price volatility of energy costs may adversely affect our profitability.

Our operations use natural gas and electricity, which represent a large component of our cost of sales, after metal, labor

costs, and depreciation. We typically purchase the majority of our natural gas and electricity requirements on a forward basis

under fixed price commitments or long-term contracts with suppliers which provides increased visibility on costs. However, the

volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects operating

costs. Fuel and utility prices are affected by factors outside our control, such as supply and demand in both local and regional

markets as well as governmental regulation, imposition of taxes on energy and costs associated with CO2 emissions, which

costs could be significantly impacted during times of economic and political instability, and excessive inflation.We are a

significant purchaser of energy and existing and future regulations relating to the emissions by our energy suppliers could result

in materially increased energy costs for our operations, particularly during periods of excessive or prolonged inflation, which

we may be unable to pass through to our customers. Although we have secured a large part of our near-term natural gas and

electricity supply under fixed price commitments or annual or multi-year contracts with suppliers, future increases in fuel and

utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have

an adverse effect on our financial condition, results of operations and cash flows.

If we are unable to substantially pass through to our customers the cost of price increases of our raw materials,

which may be subject to volatility, our profitability could be adversely affected.

Prices for the raw materials we require are subject to continuous volatility and may increase from time to time. The overall

price of primary aluminum consists of several components: (1) the underlying base metal component, which is typically based

on quoted prices from the LME; (2) the regional premium, which represents an incremental price over the base LME

component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal

sold in the United States or the Rotterdam premium for metal sold in Europe); and (3) the product premium, which represents a

separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity. Each of

these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors,

including the global supply and demand of aluminum. Regional premiums tend to vary based on the supply and demand for

metal in a particular region, changes in tariffs and associated warehousing and transportation costs. Product premiums generally

are a function of supply and demand as well as production and raw material costs for a given primary aluminum shape and alloy

combination in a particular region. Raw materials used in our products include alloying elements, such as magnesium,

manganese, silicon, zinc, or copper. Prices for these alloying elements are subject to constant volatility and, may increase

significantly from time to time.

Sustained high raw material prices, increases in raw material prices, the inability to meaningfully hedge our exposure to

such prices, or the inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs

to our customers, could have a material adverse effect on our business, financial condition, and results of operations and cash

flow. In addition, although our sales are generally made on a "margin over metal (aluminum) price" basis, if aluminum prices or

those of the alloying elements we purchase increase, we may not be able to pass on the entire increase to our customers. There

could also be a time lag between when changes in metal prices under our purchase contracts are effective and the point when

we can implement corresponding changes under our sales contracts with our customers. As a result, we may be exposed to the

effects of fluctuations in raw material prices, including aluminum, due to this time lag. Further, although most of our contracts

allow us to substantially pass through aluminum prices to our customers, we have certain contracts that are based on fixed

pricing, where pass-through is not available. Similarly, in certain contracts we may have ineffective pass-through mechanisms

related to regional premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or

other costs. We attempt to mitigate these risks through hedging and by improving the pass-through mechanisms, but we may

not be able to successfully reduce or eliminate all of the resulting impact, including higher operating costs, which could have a

material adverse effect on our financial results and cash flows.

The cyclical and seasonal nature of the metals industry, our end-use markets and our customers’ industries could

adversely affect our financial condition and results of operations.

Our end-markets are cyclical and tend to directly correlate with changes in general and local economic conditions. These

conditions include the level of economic growth, affordable energy sources, employment levels, the availability of financing,

interest rates and consumer confidence. We are particularly sensitive to cyclicality in the aerospace, automotive, defense,

industrial and transportation end-markets. During recessions or periods of low growth, these industries typically experience

major cutbacks in production, resulting in decreased demand for aluminum products. This leads to significant fluctuations in

demand and pricing for our products and services. Because our operations are capital intensive and we generally have high

fixed costs and may not be able to reduce costs and production capacity on a sufficiently rapid basis, our near-term profitability

may be significantly affected by decreased processing volumes. Customer demand is also affected by holiday seasons, seasonal

slowdowns, weather conditions, economic downturns, and other factors beyond our control. In addition, customer demand can

be negatively affected during periods of destocking when inventory levels in the supply chain are higher than normal and our

customers and other participants in the supply chain consume their inventory in order to reduce inventory levels. Accordingly,

cyclical fluctuations and seasonality, reduced demand and pricing pressures may significantly reduce our profitability and

materially adversely affect our financial condition, results of operations and cash flows.

We may be unable to execute and timely complete our expected capital investments or may be unable to achieve the

anticipated benefits of such investments.

Our operations are capital intensive. We may not generate sufficient operating cash flows and our external financing

sources may not be available in sufficient amounts to enable us to make anticipated capital expenditures, or to complete them

on a timely basis. If we are unable to, or determine not to, complete our expected investments, or such investments are delayed,

we will not realize the anticipated benefits of such investments. In addition, if we are unable to make investments for upgrades

and repairs or purchase new plants and equipment, our financial condition and results of operations could be materially

adversely affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, operational

disruptions, reduced production capacity, and other competitive factors. Customer demand for our products produced on new

investments may be slow to materialize, and new equipment may not perform to our expectations. These factors could

adversely affect our results of operations.

We may fail to implement or execute our business strategy, successfully develop, and implement new technology

initiatives and other strategic investments.

Our future financial performance and success depend in large part on our ability to successfully execute our business

strategy, including investing in high-return opportunities in our core markets, focusing on higher-margin, technologically

advanced products, differentiating our products, expanding our strategic relationships with customers, containing our costs, and

executing on our manufacturing productivity improvement programs. Any inability to execute our strategy or delay in its

execution could reduce our expected earnings and could adversely affect our operations overall.

In addition, being at the forefront of technological development is important to remain competitive. We have invested in,

and are involved with several technology and process initiatives. Several technical aspects of certain of these initiatives are still

unproven and the eventual commercial outcomes and feasibility cannot be assessed with any certainty. Even if we are

successful with these initiatives, we may not be able to bring them to market as planned before our competitors or at all, and the

initiatives may end up costing more than expected. As a result, the costs, and benefits from our investments in new technologies

and their impact on our financial results may vary from present expectations. Further, we have undertaken and may continue to

undertake strategic growth, streamlining and productivity initiatives and investments to improve performance. We cannot be

certain that these initiatives will be completed or that they will have their intended benefits. Capital investments in

debottlenecking or other organic growth initiatives may not produce the returns we expect at the time of committing to the

investment.

We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts

to meet ESG targets or standards or to enhance the sustainability of our businesses may not meet the expectations of our

stakeholders or regulators.

From time to time, our business has been and may continue to be impacted by severe weather conditions, which can cause

floods and other natural disasters and result in outages, supply or logistics delays, disruptions and shortages, as well as damage

to our plants, machinery and equipment and the risk of physical harm to our personnel and others. The severity and frequency

of such events, which can adversely impact our operations and financial condition, may be exacerbated by climate change. In

addition, climate change is a focus and has led to new laws and regulations and further proposed legislative and regulatory

initiatives in many of the countries in which we, our suppliers and customers operate. There are also ongoing changes in the

legal and regulatory environment with respect to ESG and climate change matters which are subject to changes in governmental

policies relating to such issues.As changes are implemented, existing and new or revised laws and regulations in this area could

directly and indirectly affect us, our customers, and suppliers, including by increasing the costs of production or impacting

demand for and the price of certain products. These may also have the effect of changing the expected timing of projects or

initiatives resulting from changes in law or governmental policy.

Compliance with any new laws or regulations or differing interpretations of existing laws, could require additional capital

and other expenditures by us or our customers or suppliers. We rely on natural gas, electricity, fuel oil and transport fuel to

operate our facilities. We are also subject to environmental reviews, investigations, and remediation by relevant governmental

authorities from time to time. Any increase in the direct or indirect costs of these energy sources in response to new laws and

regulatory requirements could be passed through to us, our customers, and suppliers, which could also have a negative impact

on our financial condition and profitability.

In addition, some of our shareholders, investors, customers, or those considering such a relationship with us, may evaluate

our business or other practices according to a variety of ESG targets, standards and expectations. Further, we define our own

corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders. As a result, our efforts

to conduct our business in accordance with some or all these targets, standards and expectations (and applicable laws and

regulations) may involve trade-offs and may not satisfy all stakeholders. Our policies and processes to evaluate and manage

ESG targets and standards in coordination with other business priorities may not prove completely effective. As a result, we

may face regulatory, investor, media, or public scrutiny that may adversely affect our business, our results of operations, or our

financial condition.

Our failure to meet customer manufacturing and quality requirements, standards, and demand, or changing

market conditions could have a material adverse impact on our business, reputation, and financial results.

Product manufacturing in our business is a highly complex process. Our customers specify quality, performance, and

reliability standards that we must meet. If our products do not meet these standards or are defective, we may be required to

replace or rework the products. We have experienced product quality, performance or reliability problems and defects from

time to time and similar defects or failures may occur in the future.

Some additional factors that could adversely impact our ability to meet our customer requirements and demand, or

changing market conditions include:

•making substantial capital investments to repair, maintain, upgrade, and expand our facilities and equipment.

Notwithstanding our ongoing plans and investments to increase our capacity, we may not be able to maintain our

production capacity or expand it quickly enough to meet our customer requirements;

•unplanned business interruptions caused by events such as explosions, fires, inclement weather, floods and other

natural disasters, pandemics, economic and political instability and unrest, wars, accidents, equipment failure and

breakdown, IT systems and process failures, electrical blackouts or outages, transportation and, global and

regional supply interruptions. Any such event or incident at or in proximity to one or more of our manufacturing

facilities or which otherwise affects our business and operations could cause substantial losses or delays in our

production capacity, increase our operating costs, and have a negative financial impact on the Company and our

customers. Business and operational interruptions may also harm our reputation among actual and potential

customers, and the reputation of our customers;

•qualification of our products by our customers can be lengthy and unpredictable as many of these customers have

extensive sourcing and qualification processes, which require substantial time and financial resources, with no

certainty of success or recovery of our related expenses and investments. Failure to qualify or re-qualify our sites

and products may result in us losing such customers or customer contracts; and

•implementing manufacturing processes in new locations, or for new equipment or newly introduced products, may

present difficulties, including operational and manufacturing disruptions, delays, or other complications, which

could adversely affect our ability to timely launch or ramp-up productions and serve our customers.

If these or any other similar manufacturing or quality failures occur, they could result in losses or product recalls, customer

penalties, contract cancellation and product liability exposure. Further, they could adversely affect product demand, result in

negative publicity, damage our reputation, and could lead to loss of customer confidence in our products, which could have a

material adverse impact on our business, financial position, and results of operations.

We are dependent on a limited number of customers for a substantial portion of our sales and a failure to

successfully renew or renegotiate our agreements with such customers may adversely affect our results of operations,

financial condition, and cash flows.

Our business is exposed to customer concentration risk. A significant downturn in the business, credit or financial

condition of our largest customers could expose us to the risk of default on contractual agreements, or reductions or deferrals of

those customers' requirements for our products.

Our customer contracts and related arrangements are subject to renewal, renegotiation, or re-pricing at periodic intervals or,

in some cases, upon changes in competitive and regulatory supply conditions. Some of our customer contracts also provide

termination rights to our customers, or may have provisions that may become less favorable to us over time. If we fail to

successfully renew or renegotiate customer contracts or arrangements, negotiate improved terms, or if we are not successful in

replacing business lost from such customers, then our results of operations, financial condition and cash flows could be

materially adversely affected. Similarly, any material deterioration in, or termination of, these customer relationships could

result in a reduction or loss in sales volume or revenue which could materially adversely affect our results of operations,

financial condition, and cash flows.

Relatedly, we have dedicated facilities serving certain of our customers which subjects us to the inherent risk of increased

dependence on such customers with respect to these facilities. In such cases, the loss of a customer, or the reduction of that

customer’s business at these facilities, or the deterioration of such customer’s credit or financial condition, could materially

adversely affect our financial condition and results of operations, and we may be unable to timely replace, or replace at all, lost

order volumes and revenue.

The ability of large customers to exert leverage in the market to reduce the pricing for our aluminum products, could

materially adversely affect our financial position, results of operations and cash flows. In addition, customers in our end-

markets, including the packaging, automotive, and aerospace sectors, may consolidate and grow in a manner that could affect

their relationships with us. For example, if our customers become larger and more concentrated, they could exert financial

pressure on all suppliers, including us. Accordingly, our ability to maintain or raise prices in the future may be limited,

including during periods of raw material and other cost increases. If we are forced to reduce or maintain prices or reduce

volumes of production during periods of increased costs, or if we lose customers because of consolidation, pricing or other

methods of competition, our financial position, results of operations and cash flows may be adversely affected. If as a result of

consolidation in our industry, our competitors are able to exert financial pressure on suppliers, obtain more favorable terms or

otherwise take actions that could increase their competitive strengths, our competitive position may be materially adversely

affected.

We are dependent on a limited number of suppliers for a substantial portion of our aluminum supply and a failure

to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, may adversely affect

our results of operations, financial condition, and cash flows.

Our ability to produce competitively priced aluminum products depends on our ability to procure competitively priced

aluminum in a timely manner and in sufficient quantities to meet our production needs. We have supply arrangements with a

limited number of suppliers for aluminum. Increasing aluminum demand levels and reduced availability have caused regional

supply constraints in the industry, and further increases in demand and capacity limitations could exacerbate these issues,

particularly during periods of economic and political instability and conflict. We maintain annual and multi-year contracts for a

majority of our supply requirements and depend on spot purchases for the remainder of such requirements. There can be no

assurance that we will be able to renew or obtain replacements for such contracts when they expire on favorable terms, or at all.

Additionally, if any of our key suppliers is unable to deliver sufficient quantities on a timely basis, our production may be

disrupted, and we could be forced to purchase primary metal or other raw materials from alternative sources, which may not be

available in sufficient quantities or may only be available on terms that are less favorable to us and could also impact our

overall sustainability targets. An interruption in key supplies required for our operations could have a material adverse effect on

our ability to produce and deliver products on a timely or cost-efficient basis and therefore on our financial condition, results of

operations and cash flows. Moreover, a significant downturn in the business or financial condition of our significant suppliers

exposes us to the risk of delays in supply or default by the supplier on our contractual agreements.

We use a large amount of aluminum scrap for our operations and acquire our scrap inventory from numerous sources. Our

suppliers are generally not bound by long-term contracts and have no obligation to sell aluminum scrap to us. As an example, a

decrease in the supply of used beverage cans ("UBCs") could negatively impact our supply of aluminum. In addition, when

using recycled material, we benefit from the difference between the price of primary aluminum and aluminum scrap.

Consequently, if this difference narrows for a considerable period of time or if an adequate supply of aluminum scrap is not

available to us, we would be unable to recycle metals at desired volumes and our results of operations, financial condition and

cash flows could be materially adversely affected.

In addition, we use certain alloying elements for our operations and the production of such alloying elements is highly

concentrated in certain countries. The suppliers of alloying elements are not bound by long-term contracts and have no

obligation to sell products to us. The availability and price exposure of alloying elements has been negatively impacted since

late 2020 and this could continue in the future. This is also driven by government policy changes in countries like China, for

example, where these alloying elements are produced. Consequently, if prices increase for a considerable period of time or if an

adequate supply of alloying elements is not available to us, we would be unable to produce aluminum at desired volumes and

our results of operations, financial condition and cash flows could be materially adversely affected.

The loss of certain members of our senior management team or other key employees may have a material adverse

effect on our operating results.

Our success depends, in part, on the efforts of our senior management and other key employees. These individuals,

including our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, possess sales, marketing,

engineering, technical, manufacturing, financial and administrative skills that are critical to the operation of our business. If we

lose or suffer an extended interruption in the services of one or more of our senior officers or other key employees, or the cost

of labor significantly increases, our ability to operate and expand our business, improve our operations, develop new products,

and, as a result, our financial condition, and results of operations, may be adversely affected. Moreover, the hiring of qualified

individuals is highly competitive in our industry, which may be impacted by labor shortages, and we may not be able to attract

and retain qualified personnel to replace or succeed members of our senior management or other key employees. Further, the

failure to retain or provide adequate succession plans for key personnel could adversely affect our operations and

competitiveness.

We could experience labor disputes and work stoppages, or be unable to renegotiate collective bargaining

agreements, which could disrupt our business and have a negative impact on our financial condition and results of

operations.

A significant number of our employees are represented by unions or equivalent bodies or are covered by collective

bargaining or similar agreements that are subject to periodic renegotiation. Although we believe that we will be able to

successfully negotiate new collective bargaining agreements when the current agreements expire, these negotiations may not

prove successful, and may result in a significant increase in the cost of labor or may break down and result in the disruption or

cessation of our operations. In addition, from time to time, we may experience labor disputes and work stoppages at our

facilities, which may or may not be in connection with collective bargaining agreement negotiations. Reasons for stoppages

include disapproval of governmental measures, solidarity with a dismissed employee, wage claims, protests against working

conditions and/or strikes. These disruptions can have a duration ranging from hours to weeks. Existing collective bargaining

agreements may not prevent a strike or work stoppage at our facilities. Any such stoppages or disturbances may adversely affect

our financial condition and results of operations by preventing or limiting plant production and adversely affecting sales

volumes, profitability, and operating costs.

We could be required to make unexpected contributions to our defined benefit pension plans as a result of adverse

changes in interest rates and the capital markets.

We have substantial pension and other post-employment benefit obligations. Most of our pension obligations relate to

defined benefit pension plans for our employees in the United States, Switzerland, France and Germany, and lump sum

indemnities payable to our employees in France and Germany upon retirement or termination. Our estimates of liabilities and

expenses for pensions and other post-retirement benefits incorporate a number of assumptions, including interest rates used to

discount future benefits. Our liquidity or shareholders’ equity in a particular period could be materially adversely affected by

capital market returns that are less than their assumed long-term rate of return or a decline in the rate used to discount future

benefits. Our pension plan assets consist primarily of funds invested in diversified portfolios. If the assets of our pension plans

do not achieve assumed investment returns for any period, such deficiency could result in one or more charges against

shareholders’ equity for that period. In addition, changing economic conditions, poor pension investment returns or other

factors may require us to make unexpected cash contributions to the pension plans in the future, preventing the use of such cash

for other purposes.

In addition, one of our facilities in the United States participates in various "multi-employer" pension plans administered by

labor unions representing some of our employees. In the ordinary course of our renegotiation of collective bargaining

agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and potentially

be faced with significant withdrawal liability. Further, if any of the other plan sponsors were to fail to meet their obligations, we

could be exposed to increased liability. Any of these potential increased liabilities could have an adverse effect on our results of

operations or financial condition.

FINANCIAL RISKS

Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could

adversely affect our net income, our ability to service our debt or obtain additional financing, and our business

relationships.

We have a significant amount of indebtedness. To service such debt, we require a significant amount of cash. We believe

that the cash provided by our operations or future borrowings will be sufficient to provide for our cash requirements for the

foreseeable future. However, our ability to satisfy our obligations depends on our future operating performance and financial

results, which are subject, in part, to factors beyond our control, including interest rates and general economic, financial, and

business conditions. We cannot be certain that our business will generate sufficient cash flow from operations or that future

borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity

needs.

In addition, our level of indebtedness could adversely affect our operations by:

•reducing the availability of our cash flow to fund working capital, capital expenditures, research and development

efforts and other general corporate purposes;

•adversely affecting the terms under which suppliers provide goods and services to us;

•limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we

compete, including limiting our ability to make strategic acquisitions; and

•placing us at a competitive disadvantage compared to our competitors that have less debt.

If we are unable to meet our debt service obligations and pay our expenses, we may be forced to reduce or delay business

activities and capital expenditures, sell assets, obtain additional debt or equity capital, restructure, or refinance all or a portion of

our debt before maturity or take other measures. Such measures may materially adversely affect our business. If these

alternative measures are unsuccessful, we could default on our obligations, which could result in the acceleration of our

outstanding debt obligations and could have a material adverse effect on our business, results of operations and financial

condition.

A failure to comply with our debt covenants could result in an event of default. If we default under our indebtedness, we

may not be able to borrow additional amounts, and our lenders could elect to declare all outstanding borrowings, plus accrued

and unpaid interest, and fees, to be due and payable, or take other remedial actions. Some of our indebtedness is also subject to

cross-default provisions, which means that if an event of default occurs under certain material indebtedness, such event of

default could trigger an event of default under other indebtedness. If our debt payments were to be accelerated, we cannot be

certain that our assets would be sufficient to repay such debt in full and our lenders could consequently foreclose on our

pledged assets.

In addition, a deterioration in our financial position or a downgrade of our credit ratings could adversely affect our

financing levels, limit access to the capital or credit markets or our liquidity facilities, or otherwise adversely affect the

availability of other new financing on favorable terms or at all, result in more restrictive covenants in agreements governing the

terms of any future indebtedness that we incur, increase our borrowing costs, or otherwise impair our business, financial

condition and results of operations. Such deterioration or downgrade of our credit ratings could also have an adverse effect on

our business relationships with customers, suppliers and hedging counterparties.

Our results of operations, cash flows and liquidity could be adversely affected if we are unable to execute on our

hedging policy, if counterparties to our derivative instruments fail to honor their agreements or if we are unable to enter

into certain derivative instruments.

We purchase and sell forwards, futures and, from time to time, options contracts as part of our efforts to reduce our

exposure to changes in currency exchange rates, aluminum prices and other raw materials and energy prices. If we are unable to

enter into such derivative instruments to manage those risks due to the cost or availability of such instruments or other factors,

or if we are not successful in passing through the costs of our risk management activities, our results of operations, cash flows

and liquidity could be adversely affected. Our ability to realize the benefit of our hedging program is dependent upon many

factors, including factors that are beyond our control. For example, our foreign exchange hedges are scheduled to mature on the

expected payment date by the customer; therefore, if the customer fails to pay an invoice on time and does not warn us in

advance, we may be unable to reschedule the maturity date of the foreign exchange hedge, which could result in an outflow of

foreign currency that will not be offset until the customer makes the payment. We may realize a gain or a loss in unwinding

such hedges. In addition, our metal-price hedging program depends on our ability to match our monthly exposure to sold and

purchased metal, which can be made difficult by seasonal variations in metal demand, unplanned changes in metal delivery

dates by us, our suppliers, or our customers and other disruptions to our inventories. We may also be exposed to losses if the

counterparties to our derivative instruments fail to honor their agreements.

With the exception of hedges on certain long-term aerospace contracts, we do not apply hedge accounting to our forwards,

futures, or option contracts. Unrealized gains and losses on our derivative financial instruments that do not qualify for hedge

accounting are reported in our consolidated results of operations, or in the case of hedges relating to our indebtedness, in

Finance cost - net. The inclusion of such unrealized gains and losses in earnings may produce significant period-over-period

earnings volatility that is not necessarily reflective of our underlying operating performance. In addition, in certain scenarios

when market price movements result in a decline in value of our current derivatives position, our mark-to-market expense may

exceed our credit line and counterparties may request the posting of cash collateral which, in turn, can be a significant demand

on our liquidity.

At certain times, hedging instruments may simply be unavailable or not available on terms acceptable to us. In addition,

current legislation increases the regulatory oversight of over-the-counter derivatives markets and derivative transactions. The

companies and transactions that are subject to these regulations may change. If future regulations subject us to additional capital

or margin requirements or other restrictions on our trading and commodity positions, this could have an adverse effect on our

financial condition and results of operations.

Changes in income tax rates or income tax laws, additional income tax liabilities due to unfavorable resolution of

tax audits, and challenges to our tax position could have a material adverse impact on our financial results.

We operate in multiple tax jurisdictions and believe that we file our tax returns in compliance with the tax laws and

regulations of these jurisdictions. Various factors determine our effective tax rate and/or the amount we are required to pay,

including changes in or interpretations of tax laws and regulations in any given jurisdiction or global (for example Organization

for Economic Co-operation and Development Pillar 2 tax reform) and EU-based initiatives (some such tax laws and regulations

aim, among other things, to address tax avoidance by multinational companies), changes in geographical allocation of income

and expense, the ability to use net operating loss and other tax attributes, and the evaluation of deferred tax assets that requires

significant judgment. Any resulting changes to our effective tax rate could materially adversely affect our financial position,

liquidity, results of operations and cash flows.

In addition, due to the size and nature of our business, we are subject to ongoing reviews by tax authorities on various tax

matters, including challenges to positions we assert on our income tax and withholding tax returns. We accrue income tax

liabilities and tax contingencies based upon our best estimate of the taxes ultimately expected to be paid after considering our

knowledge of all relevant facts and circumstances, existing tax laws and regulations and how the tax authorities and courts view

certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and updated

over time. Any material adverse review could impact our financial position and results of operations.

LEGAL, GOVERNANCE AND COMPLIANCE RISKS

Significant legal proceedings and investigations, proprietary claims, regulatory and compliance costs, including with

regard to environmental matters, could increase our operating costs and adversely affect our financial condition and

results of operations.

We may from time to time be involved in, or be the subject of, disputes, proceedings and investigations with respect to a

variety of matters, including matters related to personal injury, product liability and warranty claims, intellectual property rights

or defending claims of infringement, employees, taxes, contracts, anti-competitive or anti-corruption practices as well as other

disputes and proceedings that arise in the ordinary course of our business. It could be costly to address these claims or any

related investigations, whether meritorious or not, and if found liable, we could be required to pay substantial monetary

damages. Legal proceedings and investigations could also divert management’s attention as well as operational resources,

adversely affecting our financial position, results of operations, cash flows, and reputation.

We believe that our intellectual property has significant value and is important to the marketing of our products and

maintaining our competitive advantage. Although we attempt to protect our intellectual property rights through a combination

of patent, trademark, trade secret and copyright laws, as well as through confidentiality and nondisclosure agreements and other

measures, these measures may not be adequate to fully protect our rights. For example, we have a presence in China, which

historically has afforded less protection to intellectual property rights than the United States or Europe. Our failure to obtain or

maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our

business, results of operations and financial condition, we therefore may incur significant costs protecting such rights.

Our operations are subject to international, national, state, and local laws and regulations in the jurisdictions where we do

business, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of

hazardous substances and wastes, the remediation of contaminated sites, and employee health and safety. As of December 31,

2024, we had environmental remediation costs provisions of $92 million. Future environmental regulations, requirements or

more aggressive enforcement of existing regulations could impose stricter compliance requirements on us and on the industries

in which we operate, such as legislative efforts to limit greenhouse gas emissions, including carbon dioxide. If we are unable to

comply with these laws and regulations, we could incur substantial costs, including fines and civil or criminal sanctions, or

costs associated with upgrades to our facilities or changes in our manufacturing processes in order to achieve and maintain

compliance. In addition, changes to these laws and regulations could result in us being required to incur additional costs.

We are a foreign private issuer under the U.S. securities laws and within the meaning of the NYSE rules. As a

result, we qualify for and rely on exemptions from certain corporate governance requirements and may rely on other

exemptions available to us in the future.

As a "foreign private issuer," as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"),

we are permitted to follow our home country practice in lieu of certain corporate governance requirements of the NYSE.

Foreign private issuers are also exempt from certain U.S. securities law requirements applicable to U.S. domestic issuers,

including the requirement to file quarterly reports on Form 10-Q, requirements relating to the solicitation of proxies for

shareholder meetings under Section 14 of the Exchange Act, and Section 16 filings. We have voluntarily elected to file this

Annual Report using Form 10-K and intend to subsequently file annual reports on Form 10-K and quarterly reports on Form 10-

Q, as well as voluntarily file a proxy statement for our Annual General Meeting prepared in accordance with Section 14A of the

Exchange Act and applicable French requirements. We may choose not to make such voluntary filings in the future, and so

long as we qualify as a foreign private issuer, you may not have the same protections applicable to companies that are subject to

all of the NYSE corporate governance requirements and other requirements to which domestic issuers are subject.

Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid or

be subject to claims for damages.

According to the Company’s articles of association ("Articles of Association"), any person, acting alone or in concert

within the meaning of Article L. 233-10 of the French Commercial Code, who comes into possession, other than following a

voluntary takeover offer, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a

takeover offer on all the shares and securities granting access to the Company's shares or voting rights, and on terms that

comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations. The same requirement applies to

persons, acting alone or in concert, who directly or indirectly own a number between 30% and half of the total number of equity

securities or voting rights of the Company and who, in less than twelve consecutive months, increase the holding, in capital or

voting rights, by at least 1% of the total number of equity securities or voting rights of the Company.

The rights of our shareholders may be different from the rights of shareholders of U.S. companies and provisions of

our organizational documents and applicable law may impede or discourage a takeover, which could deprive our

investors of the opportunity to receive a premium for their ordinary shares or to make changes in our Board.

Our corporate affairs are governed by the Company’s Articles of Association and by the laws governing companies

incorporated in France. The rights of shareholders and the responsibilities of members of our Board may be different from the

rights of shareholders and duties of directors in companies governed by the laws of U.S. jurisdictions. In the performance of its

duties, our Board is required by French law to consider the interests of the Company, its shareholders, its employees, and other

stakeholders, in all cases with due consideration to the principles of reasonableness and fairness. It is possible that some of

these stakeholders could have interests that are different from, or in addition to, our shareholders’ interests.

Under French law shareholders generally do not have the right to bring a derivative action on behalf of a company or to

bring an action against a third party on their own behalf to recover indirect losses sustained by them as a result of the third

party’s breach of contractual or other obligations to the Company. Only in the event that the acts or omissions of the third party

also constitute a tort towards the shareholder, causing it direct, personal, and definite loss or damage, may the shareholder itself

have an individual right of action against such third party.

The French Consumer Code provides for the possibility to initiate class actions (actions en représentation conjointe);

however, such class actions are not available with respect to acts which affect the rights of shareholders. Approved associations

of shareholders or investors are allowed to bring claims in respect of wrongful acts harming the "collective interest" of the

investors or of certain categories of investors. Such associations may request that the court orders responsible persons to

comply with relevant legal requirements to end irregularities or eliminate their effects. They may also seek indemnification in

the name of individual investors who have suffered individual damages if mandated by at least two such investors.

The provisions of French corporate law and the Articles of Association have the effect of concentrating control over certain

corporate decisions and transactions in the hands of our Board. As a result, holders of our shares may have more difficulty in

protecting their interests in the face of actions by members of the Board than if we were incorporated in the United States.

In addition, several provisions of the Articles of Association and the laws of France may discourage, delay or prevent a

merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to disclose the crossing of

ownership thresholds. Under French law, our shareholders’ meeting may empower our Board to issue shares, or warrants to

subscribe new shares, and restrict or exclude preemptive rights on the issue of those shares or warrants, including in the context

of takeover offers. These provisions could impede the ability of our shareholders to benefit from a change in control and, as a

result, may materially adversely affect the market price of our ordinary shares and our shareholders’ ability to realize any

potential change of control premium. French law does not grant appraisal rights to a company’s shareholders who wish to

challenge the consideration to be paid upon a domestic legal merger or demerger of a company.

United States civil liabilities may not be enforceable against the Company.

We are incorporated as a Societas Europaea (an "SE") under the laws of France and a substantial portion of our assets are

located, and a majority of our directors and officers reside, outside the United States. It may be difficult for investors to effect

service of process within the United States upon the Company or other persons residing outside the United States. It may also

be difficult to enforce outside of the United States judgments delivered by U.S. courts in any action, including under the civil

liability provisions of U.S. federal securities laws or to enforce rights under U.S. federal securities laws in foreign courts.

There is no treaty between the United States and France for the mutual recognition and enforcement of judgments (other

than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any

U.S. court based on civil liability would not be enforceable in France unless recognized by French courts in accordance with

French law. Moreover, an SEC decision ordering the payment of a fine would not be enforceable in France.

If a U.S. judgment is not recognized in France, the parties would have to re-litigate their dispute before a French court,

provided such court has jurisdiction over the dispute. Accordingly, there can be no assurance that U.S. investors will be able to

enforce any civil judgments obtained in U.S. courts, including under U.S. federal securities laws, against the Company or our

directors, our officers or certain experts who are residents of France or other foreign countries. In addition, there is doubt as to

whether a French court would impose civil liability on the Company, our directors, our officers or certain of our experts in an

action based on U.S. federal securities laws even if brought in a French court of competent jurisdiction.

Any inability of the Company to continue to benefit from French provisions applicable to registered intermediaries

("intermédiaires inscrits") could adversely affect the rights of shareholders.

Article 198 of the Pacte Act, that came into full force and effect on June 10, 2019, amended the French Commercial Code

in a way that allows us to maintain our current shareholder ownership structure in the United States. The French Commercial

Code (as amended by the Pacte Act) allows an intermediary to be registered for the account of holders of shares of French

companies which are admitted to trading solely on a market in a non-EU country that is considered equivalent to a regulated

market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU (which, pursuant to the European Commission

decision dated December 13, 2017, includes the NYSE).

We use a French registered intermediary for the account of our beneficial owners (the "French Intermediary"). If the

French Intermediary fails to comply with the French provisions applicable to registered intermediaries (intermédiaires inscrits),

and if we are unable to find an appropriate substitute, or if the European Commission no longer considered the NYSE as

equivalent to an EU regulated market as described above, we might not be able to comply with existing French laws regarding

the holding of shares in the "au porteur" (bearer) form, and shares would have to be held in "au nominatif" (registered) form. In

such case, the Company would need to maintain at all times a register with the name of (and number of shares held by) each

shareholder, which could adversely affect the rights of our shareholders, including potentially the right to exercise their voting

rights as Company shareholders as only shareholders registered on such register would be entitled to vote.

If dividends were paid by our Company, it is uncertain whether our non-resident French shareholders would

actually obtain the elimination or reduction of the French domestic dividend withholding tax to which they would be

entitled.

In accordance with domestic or double tax treaty provisions, shareholders may be entitled to an elimination or reduction of

the default French withholding tax, on dividends distributed by the Company (i.e., 12.8%, 25%, or 75% in the case where the

dividends are paid in non-cooperative States or territories within the meaning of article 238-0 A 1, 2 and 2 bis-1° of the French

tax code), subject to the French paying agent of the dividends being provided with the required information and documentation

relating to the tax status of the shareholders. Numerous intermediaries would be involved in the process of transmitting the

relevant information and documentation from our shareholders to the French paying agent in case of the distribution of

dividends by the Company. As a result, this process may potentially jeopardize the ability for our non-resident French

shareholders to obtain the elimination or reduction of the French withholding tax to which they are entitled.

If dividends were paid by our Company, it is uncertain whether our shareholders would actually obtain the

elimination or reduction of the Dutch domestic dividend withholding tax to which they would be entitled.

Since the Company was initially incorporated under Dutch law it is deemed to be resident of the Netherlands for Dutch

dividend withholding tax purposes. Dividends paid on our ordinary shares since the transfer of domicile of our parent company

from the Netherlands to France are therefore, based on Dutch domestic law, still subject to Dutch dividend withholding tax at a

rate of 15%. Since our corporate seat has been transferred to France as of December 12, 2019, our dividends paid, on our

ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on

the basis of the double tax treaty between the Netherlands and France. However, both French and Dutch dividend withholding

tax may be required to be withheld from any such dividends paid, if and when paid to Dutch resident holders of our ordinary

shares and to non-Dutch resident holders of our ordinary shares that have a permanent establishment in the Netherlands to

which the ordinary shares are attributable. According to the Dutch tax authorities, Dutch dividend withholding tax must also be

withheld, in addition to the French withholding tax on dividends paid insofar as the identity of our shareholders cannot be

determined by the Company and therefore such shareholders would not be able to obtain elimination or reduction of the Dutch

domestic dividend withholding tax.

The French Ruling could be revoked if the description and legal analysis of the holding structure of the shares of the

Company after the completion of its transfer from the Netherlands to France was inaccurate.

In connection with our transfer of domicile in 2019 from the Netherlands to France, the French tax authorities notably

confirmed by a ruling dated October 11, 2019 (the "French Ruling") that the purchases of ordinary shares of the Company were

not subject to registration duties in France, subject to the absence of any deed concluded in France, and were not subject to the

French financial transaction tax. Such confirmation is based on the description and legal analysis of the holding structure of the

shares of the Company made by the Company to the French tax authorities in our request for its ruling. If the French tax

authorities were to consider that the description or legal analysis in the ruling request with regards to the holding structure of

the shares of the Company is inaccurate, notably to the extent that such description and analysis are based on U.S. securities law

notions that are foreign to French law, the French tax authorities could decide to revoke the French Ruling and such decision

could have adverse tax consequences for our shareholders.

Purchases of our ordinary shares could be subject to the French financial transaction tax if the NYSE were to be

formally recognized as a foreign regulated market by the French Financial Market Authority or the applicable

provisions of the French tax code were amended.

Pursuant to Article 235 ter ZD of the French tax code, purchases of equity instruments or similar securities of a French

company listed on a regulated market of the EU or on a foreign regulated market formally recognized as such by the French

Financial Market Authority (the "AMF") are subject to a French tax on financial transactions at a rate of 0.4% following the

adoption of the Finance bill for 2025 provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1

of the year preceding the taxation year. On the date hereof, the NYSE is not formally recognized as a foreign regulated market

by the AMF.

If the NYSE were to be formally recognized as a foreign regulated market by the AMF in the future, or if Article 235 ter

ZD of the French tax code were amended to include the NYSE as a foreign regulated market, the French financial transaction

tax could be due on purchases of ordinary shares of the Company.

GENERAL RISKS

Widespread public health pandemics, such as COVID-19, or any major disruption, including those resulting from

geopolitical and weather-related catastrophic events, could have a material and adverse effect on our business, financial

condition, and results of operations.

Any public health pandemic, such as COVID-19, and any other disease outbreak in countries where we, our customers or

our suppliers operate could have a material and adverse effect on our business, financial condition, and operations locally and

globally. As a result of COVID-19, we experienced disruptions in production and operations at both our facilities and those of

our customers and suppliers, our sales and operating margins were negatively affected, which adversely impacted our revenues

and operating margins. Related disruptions such as cancellations, delays and increased transport times for delivery of materials

to our facilities, negatively impacted our ability to timely manufacture and ship our products to customers. Any similar

pandemic, other health crisis or related continuous disruption, may adversely impact our supply chain and operations in the

affected areas and could have a material impact on our business, financial condition and results of operations.

Disruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information

security breaches, could have a material adverse effect on our business and financial results.

We rely on our IT systems to effectively manage and operate our business, including such processes as data collection,

accounting, financial reporting, communications, supply chain, order entry and fulfillment, other business processes, and in

operating our equipment. The failure of our IT systems to perform efficiently could disrupt our business and could result in

transaction errors, processing inefficiencies, limited equipment utilization, the loss of sales, customers, or intellectual property,

causing our business and financial results to suffer. A failure in, or breach of, our IT systems as a result of cyber-attacks or

information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary

information, damage our reputation, increase our costs or cause losses. As cyber threats continue to evolve, we periodically

adjust our security measures and procedures to allow us to investigate and promptly remediate any information security issues.

Information security risks continue to grow with the ongoing proliferation of new technologies and the sophistication and high

level of activity of perpetrators of cyber-attacks, particularly during periods of domestic and international conflict, and

geopolitical tension. Moreover, with remote working remaining an option for our personnel, we continue to have a dependency

on remote equipment and connectivity infrastructure to access critical business systems that may be subject to failure,

disruption, or unavailability, and which increases our exposure to security breaches. Any of these events could negatively

impact our operations. We did not have any significant security incidents or intrusions in 2024 that adversely impacted our

systems or business.

We continuously evaluate our IT systems and security processes, including conducting third party security assessments.

We continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery

capabilities, and to mitigate potential risks to our technology, products, services, and operations from potential cyber-attacks.

However, given the unpredictability, nature, and scope of cyber-attacks, it is possible that potential vulnerabilities could go

undetected for an extended period. We, and our suppliers, could potentially be subject to operational disruption to our

respective information systems, which could cause production downtime, operational delays or outages, other adverse impacts

on our operations or ability to provide products and services to our customers, the compromise of confidential or otherwise

protected information, misappropriation, destruction or corruption of data (including customer and order data), security

breaches, other manipulation or improper use of our or third-party systems, networks or products. Any of the aforementioned

events could lead to financial losses from remedial actions, loss of business or potential liability, and/or damage our reputation,

which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

For further information regarding our cybersecurity risk management processes see Item 1C Cybersecurity.

We may be exposed to fraud, misconduct, corruption, or other illegal activity which could harm our reputation and

our financial results.

We may be exposed to fraud, misconduct, corruption or other illegal activity by our employees, independent contractors,

consultants, commercial partners, and vendors. Despite the internal controls and the policies and procedures we have developed

and implemented to ensure strict compliance with anti-bribery, anti-money laundering, anti-corruption and other laws,

violations or misconduct by these parties could include intentional, reckless, and negligent conduct, which can be difficult to

detect, and such policies and procedures may not be effective in all instances to prevent these actions.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Process

We have established a cybersecurity risk management process that aims to identify, assess, mitigate, monitor, and report on

the IT risks and cybersecurity threats that may affect our business objectives, performance, reputation, and compliance. We

conduct an overall annual cybersecurity risk assessment to identify and prioritize the IT risks that may impact our business

strategy, results of operations, and financial condition. We have processes and controls that help prevent, detect, and recover

from security incidents and we also perform regular security assessments to test the resilience of our IT systems and networks

against potential attacks and vulnerabilities. Our employees are provided awareness training on a regular basis to help them

identify, avoid, mitigate, and report cybersecurity threats.

We use security assessments, penetration testing, and table-top or red teaming exercises with third parties to assess our

security posture and to continuously improve our processes. We also use our Internal Audit function to conduct additional

reviews and assessments. Our third-party service providers are subject to security risk assessments at the time of onboarding, on

a continuous basis and upon detection of an increase in risk profile. In addition, we require our providers to meet appropriate

security requirements, controls and responsibilities and to investigate security incidents that have impacted such providers, as

appropriate.

Management

Our Chief Information Officer/Chief Digital Officer ("CIO/CDO"), together with the Company’s security team, is

responsible for assessing, monitoring, and managing our cybersecurity risks. Our CIO/CDO has significant experience in IT

security, information security, and cybersecurity having served in a variety of senior roles at the Company prior to serving as

CIO/CDO. Our CIO/CDO also has experience with implementing various security and infrastructure transformation and

improvement programs.

The Company has an Enterprise Risk Management ("ERM") Committee and process in place that reviews and evaluates

the overall risks to the Company, including its cybersecurity risks. The ERM process has the input of senior management and

other internal stakeholders, and the cybersecurity risk management process is incorporated into our ERM review. Cybersecurity

risks to the Company are reviewed, evaluated, and discussed on a quarterly basis and, when necessary, on an ad-hoc basis with

our Executive Committee and other members of the management team.

We maintain controls and procedures that are designed to ensure prompt review and escalation of certain cybersecurity

incidents so that decisions regarding reporting and public disclosure of such incidents can be made in a timely manner to

comply with cybersecurity incident reporting requirements.

Board

Our Board, in coordination with the Audit Committee, oversees the management of the Company’s cybersecurity program

and risks from cybersecurity threats. Our Audit Committee receives annual reports on cybersecurity risks resulting from risk

assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal

and industry cybersecurity incidents. The CIO/CDO also informs the Audit Committee on the prevention, detection, mitigation,

and remediation of cybersecurity incidents, including significant security risks and information security vulnerabilities. The

Audit committee reports any significant matters to the Board.

Risks

We rely on our IT systems to effectively manage and operate our business, including such processes as data collection,

accounting, financial reporting, communications, supply chain, order entry and fulfillment, other business processes, and in

operating our equipment. A cybersecurity incident could disrupt our business and could result in transaction errors, processing

inefficiencies, limited equipment utilization, the loss of sales, customers, or intellectual property, causing our business and

financial results to suffer. Although such risks have not materially affected our business, financial conditions, results of

operations or reputation to date, we have, from time-to-time experienced cybersecurity incidents in the normal course of

business. For more information regarding the risks we face from cybersecurity threats, please see "Item 1A. Risk Factors".

Item 2. Properties.

At December 31, 2024, we are incorporated in France, with the principal U.S. executive office in Baltimore, Maryland and

operate 25 manufacturing facilities and three R&D centers serving both global and regional customers. Among our production

sites, we have eight major facilities listed below catering to the needs of our A&T, P&ARP, and AS&I operating segments:

•The Muscle Shoals, Alabama facility is an integrated recycling, casting, rolling and finishing plant. Muscle Shoals is a

major supplier of can body stock, tab stock and end stock for the beverage can industry in North America, as well as

aluminum cold coils for ABS which are finished at our facility in Bowling Green, Kentucky. Muscle Shoals also

operates one of the largest and most efficient scrap recycling facilities in the world.

•The Bowling Green, Kentucky facility uses its fully integrated automotive finishing line to produce advanced products

for a variety of automotive applications, including inner closures, outer panels and structural components.

•The Neuf-Brisach, France facility is an integrated recycling, casting, rolling and finishing plant. Neuf-Brisach is a

major supplier of can body stock, tab stock and end stock for the beverage can and food can industries in Europe, as

well as ABS and heat exchanger materials for the automotive market. Neuf-Brisach also operates one of the largest and

most efficient scrap recycling facilities in Europe, benefitting from the start-up of a new recycling and casting center in

2024 which added 130 kt of recycling capacity.

•The Singen, Germany facility is an integrated casting, rolling, extrusions and finishing plant. The rolling operations

supply aluminum rolled products for packaging, specialty and automotive end-markets in Europe. The extrusion

operations have one of the largest extrusion presses in Europe and support the demand for automotive, rail and general

industrial applications.

•The Issoire, France facility is an integrated recycling, casting, rolling and finishing plant and is one of the world’s two

leading integrated aerospace plate mills based on volume. The plant operates two Airware® industrial casthouses and

leverages its recycling capabilities to take back scrap along the entire aerospace fabrication chain. Issoire also produces

highly technical and mission critical products for the space market. Issoire operates as an integrated platform with our

facilities in Ravenswood, West Virginia and in Sierre, Switzerland, which together, make Constellium a leader in the

supply of advanced materials to the global aerospace and space industries. Issoire also supplies aluminum sheet and

plate products for the commercial transportation, general industrial and defense markets in Europe.

•The Ravenswood, West Virginia facility is an integrated casting, rolling and finishing plant and supplies aluminum

plate and sheet products for the aerospace, space, commercial transportation, general industrial and defense markets in

North America. Ravenswood has world-class production capabilities needed for mission critical applications, and is

one of the few in the world capable of producing aluminum plates with the size and specs needed for the largest

commercial aircrafts and spacecrafts.

•The Sierre, Switzerland facility is an integrated casting, rolling, extrusions and finishing plant. Sierre is a major

supplier of precision plates for general engineering and defense industries, aerospace plates, and extruded products for

high-speed rail manufacturers. The Sierre facility also has casting operations that produce slabs for the aerospace,

automotive and general engineering markets and extrusion billets for the rail market.

•The Děčín, Czech Republic facility is an integrated recycling, casting and extrusion plant. Děčín is a leading supplier

of hard alloy extrusions for automotive and general industrial applications in Europe. Děčín is located near the German

border, strategically positioning it to supply the German, Czech and French automotive OEMs and Tier 1 suppliers.

Děčín’s large recycling and casting operations also allow it to offer a portfolio of high value-add customized hard

alloys to our customers.

Our manufacturing facilities as of December 31, 2024, are listed below by operating segment:


Location	Country	Owned/Leased
Packaging & Automotive Rolled Products
Biesheim, Neuf-Brisach	France	Owned
Singen	Germany	Owned
Muscle Shoals, AL	United States	Owned
Bowling Green, KY	United States	Owned

Aerospace & Transportation
Issoire	France	Owned
Montreuil-Juigné	France	Owned
Ravenswood, WV	United States	Owned
Steg	Switzerland	Owned
Sierre	Switzerland	Owned

Automotive Structures & Industry
Lakeshore, Ontario (JV) (1)	Canada	Leased
Changchun, Jilin Province (JV) (2)	China	Leased
Nanjing	China	Leased
Děčín	Czech Republic	Owned(3)
Nuits-Saint-Georges	France	Owned
Neckarsulm	Germany	Owned
Gottmadingen	Germany	Leased
Singen	Germany	Owned(3)
San Luis Potosi	Mexico	Leased
Levice	Slovakia	Owned/Leased
Zilina	Slovakia	Leased
Vigo	Spain	Leased
Chippis	Switzerland	Owned
Sierre	Switzerland	Owned
Van Buren, MI	United States	Leased
White, GA	United States	Leased

(1) Astrex Inc. is a Constellium joint venture with Can Art Aluminum Extrusions Inc.

(2) Constellium Engley (Changchun) Automotive Structures Co Ltd is a Constellium joint venture with Changchun Engley

Auto Parts Co. Ltd.

(3) Certain of the facilities representing a small portion of the square footage is leased.

Item 3. Legal Proceedings.

The Company is involved, and may become involved, in various lawsuits, claims and proceedings relating to customer

claims, product liability, employee and retiree benefit matters, and other commercial matters. The Company records provisions

for pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the

obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex

and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and

an estimation of damages are and can be difficult to ascertain. From time to time, asbestos-related claims are also filed against

us, relating to historic asbestos exposure in our production process. We have made reserves for potential occupational disease

claims for a total of $9 million as of December 31, 2024. It is not anticipated that any of our currently pending litigation and

proceedings will have a material effect on the future results of the Company.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities.

Overview

The Company's ordinary shares are listed on the NYSE under the symbol CSTM. We began trading on the NYSE on May

23, 2013, and on the professional segment of Euronext Paris on May 27, 2013, through a public offering in the United States. In

February 2018, we voluntarily delisted our ordinary shares from Euronext Paris to reduce costs and complexity associated with

listing in multiple jurisdictions. Our ordinary shares continue to be listed on the NYSE. For more information on our shares see

our Articles of Association contained in Exhibit 3.1 to this Annual Report and "Description of Securities Registered under

Section 12 of the Exchange Act" filed as Exhibit 4.1 to this Annual Report.

Holders of Record

The registrar and transfer agent for the Company reported that, as of December 31, 2024, 135,111,258 of our outstanding

ordinary shares were held by one holder of record in the United States and 8,412,050 of our outstanding ordinary shares were

held by three holders of record outside the United States. As many of our shares are held by brokers and other institutions on

behalf of shareholders, we are unable to estimate the total number of beneficial holders of our ordinary shares represented by

these record holders.

Dividend Policy

Our Board of Directors periodically explores the potential adoption of a dividend program. Any proposal of our Board of

Directors to declare and pay future dividends to holders of our ordinary shares will be at the discretion of our Board of

Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of

indebtedness, statutory obligations, future prospects and contractual restrictions applying to the payment of dividends and other

considerations that our Board of Directors considers to be relevant. The Board of Directors has no current intention to adopt a

dividend program, and no assurances can be made that any future dividends will be paid on the ordinary shares.

Under French law, dividends are approved by the shareholders at a shareholders’ meeting. All calculations to determine the

amounts available for dividends or other distributions will be based on our statutory financial statements which are, as a holding

company, different from our consolidated financial statements and which are prepared in accordance with French GAAP

because we are a French company. Dividends may only be paid by a French Societas Europaea (an SE) such as the Company

out of "distributable profits," plus any distributable reserves and "distributable premium" that the shareholders decide to make

available for distribution, other than those reserves that are specifically required by law to be maintained.

"Distributable profits" consist of the unconsolidated net profits of the relevant company for each fiscal year, as increased or

reduced by any profit or loss carried forward from prior years.

"Distributable premium" refers to the contribution paid by the shareholders in addition to the par value of their shares for

their subscription that the shareholders decide to make available for distribution.

The Board of Directors may approve the distribution of interim dividends before the approval by the shareholders of the

financial statements for the relevant fiscal year when the interim balance sheet, established during or at the close of such year

and certified by the auditors, reflects that the company has earned distributable profits since the close of the previous fiscal

year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be

allocated to reserves, as required by French law and the Company’s Articles of Association, and including any retained

earnings. The amount of such interim dividends may not exceed the amount of the profit so defined. In addition, restrictions

contained in agreements governing the Company's indebtedness may limit our ability to pay dividends on the Company's

ordinary shares and the ability of our subsidiaries to pay dividends to the Company. Future indebtedness that we may incur may

contain similar restrictions.

According to the Company's Articles of Association, distributions payable in cash are to be approved in euros and paid (i)

in euros for the holders of shares under the French Register and (ii) in USD for the holders of shares under the U.S. Register.

For the purposes of the payment of the dividend in dollars, the general shareholders’ meeting or, as the case may be, our Board

of Directors, set the reference date to be considered for the EUR/USD exchange rate.

Dividends (if any) shall be paid within nine months after the end of the fiscal year. Cash dividends and other distributions

that have not been collected within five years after the date on which they became due and payable will revert to the French

State.

French exchange control regulations currently do not limit the amount of payments that we may remit to non-residents of

France. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds

made by a French resident to a non-resident be handled by an accredited intermediary.

Securities Authorized for Issuance Under Equity Compensation Plans

For information on securities authorized for issuance under our equity compensation plans, see Item 12 Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

Performance Graph

The following graph compares the cumulative 5-year total shareholder return on our ordinary shares with: (i) the Russell

2000 Index and (ii) the S&P SmallCap 600 Materials Index. The graph assumes in each case: (i) an initial investment of $100

as of December 31, 2019 and (ii) reinvestment of all dividends. The performance graph is not necessarily indicative of the

future performance of our stock price.

CSTM Stock Performance Graph V2 02.05.25.jpg

Recent Sales of Unregistered Equity Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On February 21, 2024, the Company announced that the Board of Directors authorized a three-year share repurchase

program of up to $300 million of the Company’s outstanding shares of ordinary shares, expiring on December 31, 2026. Under

this program, the Company may purchase shares from time to time for cash in open market transactions or in privately

negotiated transactions, in accordance with applicable state and federal securities laws and in compliance with applicable

provisions of French corporate law, and it may make all or part of the purchases pursuant to Rule 10b5-1 plans. The timing and

the amount of repurchases, if any, will be determined based on the Company’s evaluation of market conditions, capital

allocation alternatives and other factors. The share repurchase program does not require the Company to acquire any dollar

amount or number of shares of CSTM ordinary shares and may be modified, suspended, extended or terminated by the

Company’s Board of Directors at any time without prior notice. To execute the full share repurchase program, the Company

seeks shareholder approval annually at its Annual General Meeting.

As of December 31, 2024, the Company had approximately $221 million remaining under the Company’s share repurchase

program. Since the inception of the share repurchase program up to December 31, 2024, approximately 4.6 million shares have

been repurchased under the program for approximately $79 million. In the fourth quarter of 2024, approximately 1.6 million

shares were repurchased under the program for approximately $18 million.

The following table provides information about purchases of its ordinary shares by the Company during the quarter ended

December 31, 2024.


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced programs	Maximum approximate dollar value that may yet be purchased under the program
October 1 - October 31, 2024	—	0	—	239,642,036
November 1 - November 30, 2024	1,557,520	11.86	1,557,520	221,217,362
December 1 - December 31, 2024	—	0	—	221,217,362
Total	1,557,520		1,557,520	221,217,362

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is based principally on our audited Consolidated Financial Statements prepared

under U.S. GAAP as of December 31, 2024 and 2023, and for the three years in the period ended December 31, 2024 included

elsewhere in this Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related

notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and

liquidity. The following discussion is to be read in conjunction with our audited Consolidated Financial Statements prepared

under U.S. GAAP and the notes thereto, which are included elsewhere in this Annual Report.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are

subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or

implied by our forward-looking statements. Factors that could cause or contribute to these differences include, but are not

limited to, those discussed below and elsewhere in this Annual Report. See in particular "Special Note about Forward-Looking

Statements" and "Item 1A. Risk Factors."

Amounts presented in the Consolidated Financial Statements are expressed in millions of U.S. dollars, except as

otherwise stated. Shipments are expressed in thousands of metric tons. Amounts may not sum due to rounding.

Overview

Constellium faced significant challenges in 2024, including demand weakness across most of our end markets, tightening

scrap spreads in North America and the impacts from the extreme cold weather and snow at Muscle Shoals in January and the

severe flooding event that occurred in late June at our facilities in the Valais region in Switzerland. Shipments were down 4% at

1.4 million metric tons. We reported revenue of $7.3 billion and net income of $60 million. We achieved $623 million of

Adjusted EBITDA, which includes a positive non-cash metal price lag impact of $55 million.

For the year ended December 31, 2024, our segments represented the following percentages of total Revenue and total

Adjusted EBITDA:


	Year ended December 31, 2024
(as a % of total)	Revenue		Segment Adjusted EBITDA
A&T		25%		50%
P&ARP		57%		43%
AS&I		20%		13%
Holdings and Corporate		—%		(6)%
Total		100%		100%

Key Factors Influencing Constellium’s Financial Condition and Results from Operations

Economic Conditions and Markets

We are directly impacted by the economic conditions that affect our customers and the markets in which they operate.

General economic conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate

of unemployment, interest rates, exchange rates and currency devaluation or revaluation influence consumer confidence and

consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes and prices

that can be charged. We attempt to respond to the variability of economic conditions through the terms of our contracts with our

customers and cost control.

In addition, although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and

the secular growth trends we are experiencing in many of our end-markets will help the Company weather these economic

cycles. In our three principal end-markets of aerospace, packaging and automotive:

•Aerospace demand which experienced a sharp recovery post-COVID, is currently softening, notably because of

supply chain challenges. We continue to believe that the long-term trends of increased passenger air traffic and

fleet replacements with newer and more fuel efficient aircraft, along with new military and space programs, will

help support favorable long-term demand conditions.

•Historically, aluminum can packaging has not been highly correlated to the general economic cycle. We believe

canstock has an attractive long-term growth outlook due to increased consumer preference for aluminum cans as a

packaging material of choice.

•Automotive vehicle sales tend to fluctuate with the general economic cycle and in recent years have also been

impacted by global supply chain disruptions, customer offerings and consumer preference. However, aluminum

demand has increased in recent years, driven by the vehicle lightweighting trend to improve energy efficiency,

reduce emissions and enhance vehicle safety, which has resulted in more aluminum usage for new car models. We

expect the lightweighting trend to continue in the future.

Geopolitical and economic instability

Geopolitical and economic instability, including tariffs, trade wars, armed conflicts and sanctions, continue to generate

volatility and disruption in global and regional economies. While it is difficult to predict the impact of these events, we

continuously monitor them and will develop contingency plans and counter measures as necessary to address adverse effects or

disruptions to our operations as they arise.

Product Price and Margin

Our products are typically priced based on three components: (i) the LME price, (ii) a regional premium and

(iii) a conversion margin.

Aluminum Prices

The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium

for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional

premiums can be volatile. Our business model aims to pass through aluminum price exposure by pricing our products to include

the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price neutrality.

The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum in the years

ended December 31, 2024, 2023 and 2022 are presented below.


	Year ended December 31,			Percent changes

(U.S. dollars per ton)	2024	2023	2022	2024 vs 2023	2023 vs 2022

Average LME transaction price	2,419	2,250	2,708	8%	(17)%
Average Midwest premium	432	510	658	(15)%	(22)%
Average all-in aluminum price U.S.	2,851	2,760	3,366	3%	(18)%

Average LME transaction price	2,419	2,250	2,708	8%	(17)%
Average Rotterdam premium (ECDP)	314	276	469	14%	(41)%
Average all-in aluminum price Europe	2,733	2,526	3,177	8%	(20)%

Volumes

The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production

volumes will generally result in lower per unit costs. Higher volumes sold will generally result in additional revenue and

associated profitability.

Personnel Costs

Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as

costs related to temporary labor. During our seasonal peaks and the summer months, we have historically increased our

temporary workforce to compensate for increased volume of activity and for vacation schedules. Personnel costs generally

increase and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods

of higher inflation.

Energy

Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The magnitude of

energy costs depends on the energy supply and demand relationships in the regions we operate in.

Currency

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,

Slovakia, Spain, Mexico, Canada and China. As such, we are exposed to transaction and translation impacts. Transaction

impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed

to foreign exchange risk on payments and receipts in multiple currencies. Where we have multiple-year sales agreements in

U.S. dollars by euro-functional currency entities, we have entered into derivative contracts to forward sell U.S. dollars to match

these future sales. With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated

with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge

accounting is not applied to such ongoing commercial transactions and therefore the mark-to-market impact is recorded in

Other Gains and Losses - net. Translation impacts result from the translation at each period of the results of functional currency

entities other than U.S. dollar into our reporting currency, the U.S. dollar.

Results of Operations


	For the years ended December 31,
(in millions of U.S. dollars and as a % of revenue)	2024		2023		2022

Revenue	7,335	100%	7,826	100%	8,532	100%
Cost of sales (excluding depreciation and amortization)	(6,397)	87%	(6,771)	87%	(7,569)	89%
Depreciation and amortization	(304)	4%	(300)	4%	(290)	3%
Selling and administrative expenses	(313)	4%	(317)	4%	(284)	3%
Research and development expenses	(49)	1%	(52)	1%	(46)	1%
Other gains and losses - net	(26)	—%	(43)	1%	(90)	1%
Finance costs - net	(111)	2%	(111)	1%	(103)	1%
Income before tax	135	2%	232	3%	150	2%
Income tax (expense) / benefit	(75)	1%	(75)	1%	165	2%
Net income	60	1%	157	2%	315	4%
Shipment volumes (in kt)	1,438	n/a	1,492	n/a	1,580	n/a

Results of Operations for the years ended December 31, 2024 and 2023

Revenue

For the year ended December 31, 2024, revenue decreased 6% to $7,335 million from $7,826 million for the year ended

December 31, 2023. This decrease reflected a decrease in shipments and lower revenue per ton.

For the year ended December 31, 2024, sales volumes decreased 4% to 1,438 kt from 1,492 kt for the year ended

December 31, 2023. This decrease reflected a 4% decrease in volumes for A&T, stable volumes for P&ARP and a 17%

decrease in volumes for AS&I.

The following table presents the primary drivers for changes in Revenue:


(in millions of U.S. dollar)		Total
Revenue for the year ended December 31, 2023		7,826
Volume		(382)
Price and product mix		(152)
Metal price		132
Foreign exchange and other		(89)
Revenue for the year ended December 31, 2024		7,335

Our revenue is discussed in more detail in the "Segment Results" section.

Cost of Sales

For the year ended December 31, 2024, cost of sales decreased 6% to $6,397 million from $6,771 million for the year

ended December 31, 2023. This decrease in cost of sales was primarily driven by a 7% decrease in raw materials and

consumables used due to lower volumes, partially offset by higher metal prices.

Selling and Administrative Expenses

For the year ended December 31, 2024, selling and administrative expenses decreased 1% to $313 million from $317

million for the year ended December 31, 2023. The decrease reflected primarily a decrease in in labor costs, offset by an

increase in corporate transformation projects.

Research and Development Expenses

For the year ended December 31, 2024, research and development expenses decreased 6% to $49 million from $52

million for the year ended December 31, 2023. This decrease reflected primarily a decrease in non-labor costs.

Other Gains and Losses - net


	Year ended December 31,
(in millions of U.S. dollar)	2024	2023
Operating income and expenses
Realized gains / (losses) on derivatives	12	(50)
Unrealized losses on derivatives at fair value through profit and loss - net	(1)	(3)
Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net	1	(2)
Impairment of assets	(24)	(22)
Restructuring costs	(11)	—
(Losses) / gains on disposal	(4)	41
Result from the flood in Valais	2	—

Non-operating income and expenses
Expenses on factoring arrangements	(22)	(24)
Pension and other post-employment benefits	11	14
Other	10	3
Total other gains and losses - net	(26)	(43)

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:


	For years ended December 31,
(in millions of U.S. dollar)	2024	2023

Realized (losses) / gains on foreign currency derivatives - net	(10)	18
Realized gains / (losses) on commodities derivatives - net	22	(68)
Realized gains / (losses) on derivatives	12	(50)

Unrealized (losses) / gains on foreign currency derivatives - net	(20)	(14)
Unrealized gains on commodities derivatives - net	19	11
Unrealized losses on derivatives at fair value through profit and loss - net	(1)	(3)

Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity

transactions. Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the

commercial and commodity transactions accounted for in revenue and cost of sales.

Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted commercial and

commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these derivatives are

recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted transactions which

are not yet accounted for.

Changes in realized gains or losses on derivatives for the year ended December 31, 2024 as compared to the year ended

December 31, 2023 primarily reflected the fluctuation in metal prices. Changes in unrealized gains and losses on derivatives for

the year ended December 31, 2024 as compared to the year ended December 31, 2023 reflected the fluctuation in foreign

exchange rates and metal prices.

For the years ended December 31, 2024 and 2023, impairment is primarily related to assets in Valais.

For the year ended December 31, 2024, restructuring costs were related to cost improvement programs in the U.S. and in

Europe and amounted to $11 million.

For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss

related to the sale of Constellium Ussel S.A.S. which was completed on February 2, 2023 and a $47 million gain related to the

sale of Constellium Extrusions Deutschland GmbH which was completed on September 29, 2023.

For the year ended December 31, 2024, the $2 million gain resulting from the flood in Valais include $43 million of

clean-up costs and inventory impairment which were offset by $45 million of insurance proceeds.

Finance Costs, net

For the year ended December 31, 2024, finance costs, net remained stable at $111 million compare to the year ended

December 31, 2023, primarily reflecting lower borrowings on the Pan-U.S. ABL facility during 2024 compared to 2023 and

the partial redemption of €50 million on the 5.875% Senior Notes due 2026 in July 2023, offset by the write-off of unamortized

issuance costs related to the redemption of our Senior Notes due 2026 in August 2024.

Income Tax

For the years ended December 31, 2024 and 2023, income tax expense was $75 million and $75 million, respectively. Our

effective tax rate was 56% and 32% of our Income before tax for the years ended December 31, 2024 and 2023, respectively.

The difference in our effective tax rate and the statutory tax rate of 25.8% in the year ended December 31, 2024 was primarily

due to the effect of the valuation allowance on deferred tax assets from losses in Germany where management determined that

it was more likely than not that these deferred tax assets would not be used in the foreseeable future. The difference in our

effective tax rate and the statutory tax rate of 25.8% in the year ended December 31, 2023 was primarily due to the

geographical mix of our pre-tax results and the impact of non-recurring transactions.

Net Income

As a result of the foregoing factors, we recognized net income of $60 million and net income of $157 million in the years

ended December 31, 2024 and 2023, respectively.

Results of Operations for the years ended December 31, 2023 and 2022

Revenue

For the year ended December 31, 2023, revenue decreased 8% to $7,826 million from $8,532 million for the year ended

December 31, 2022. This decrease reflected a decrease in shipments and lower revenue per ton.

For the year ended December 31, 2023, sales volumes decreased 6% to 1,492 kt from 1,580 kt for the year ended

December 31, 2022. This decrease reflected a 2% decrease in volumes for A&T, a 5% decrease in volumes for P&ARP and a

9% decrease in volumes for AS&I.

The following table presents the primary drivers for changes in Revenue:


(in millions of U.S. dollar)		Total
Revenue for the year ended December 31, 2022		8,532
Volume		(398)
Price and product mix		647
Metal price		(1,188)
Foreign exchange and other		232
Revenue for the year ended December 31, 2023		7,826

Our revenue is discussed in more detail in the "Segment Results" section.

Cost of Sales

For the year ended December 31, 2023, cost of sales decreased 11% to $6,771 million from $7,569 million for the year

ended December 31, 2022. This decrease in cost of sales was primarily driven by a 17% decrease in raw materials and

consumables used due to lower volumes and lower metal prices, partially offset by an increase in labor costs, mainly due to

inflation.

Selling and Administrative Expenses

For the year ended December 31, 2023, selling and administrative expenses increased 12% to $317 million from $284

million for the year ended December 31, 2022. This increase reflected primarily a 10% increase in labor costs, mainly due to

inflation.

Research and Development Expenses

For the year ended December 31, 2023, research and development expenses increased $6 million to $52 million from $46

million for the year ended December 31, 2022. The increase reflected primarily a 13% increase in labor costs due to inflation.

Other Gains and Losses - net


	Year ended December 31,
(in millions of U.S. dollar)	2023	2022
Operating income and expenses
Realized losses on derivatives	(50)	(8)
Unrealized losses on derivatives at fair value through profit and loss - net	(3)	(48)
Unrealized exchange losses from the remeasurement of monetary assets and liabilities – net	(2)	(2)
Impairment of assets	(22)	(16)
Restructuring costs	—	(1)
Gains / (losses) on disposal	41	(5)

Non-operating income and expenses
Expenses on factoring arrangements	(24)	(16)
Pension and other post-employment benefits	14	2
Other	3	4
Total other gains and losses - net	(43)	(90)

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:


	For years ended December 31,
(in millions of U.S. dollar)	2023	2022

Realized gains / (losses) on foreign currency derivatives - net	18	(1)
Realized losses on commodities derivatives - net	(68)	(7)
Realized losses on derivatives	(50)	(8)

Unrealized (losses) / gains on foreign currency derivatives - net	(14)	8
Unrealized gains / (losses) on commodities derivatives - net	11	(56)
Unrealized losses on derivatives at fair value through profit and loss - net	(3)	(48)

Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity

transactions. Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the

commercial and commodity transactions accounted for in revenue and cost of sales.

Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted commercial and

commodity transactions for which hedge accounting is not applied. Unrealized gains or losses on these derivatives are

recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted transactions which

are not yet accounted for.

Changes in realized and unrealized gains or losses on derivatives for the year ended December 31, 2023 as compared to

the year ended December 31, 2022 primarily reflected the fluctuation in metal prices.

For the years ended December 31, 2023 and 2022, impairment is primarily related to assets in Valais.

For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss

related to the sale of Constellium Ussel S.A.S. which was completed on February 2, 2023 and a $47 million gain related to the

sale of Constellium Extrusions Deutschland GmbH which was completed on September 29, 2023.

Finance Costs, net

For the year ended December 31, 2023, finance costs, net increased $8 million, to $111 million from $103 million for the

year ended December 31, 2022. This increase was primarily driven by higher interest costs as a result of the increase in interest

rates.

Income Tax

For the years ended December 31, 2023 and 2022, income tax was an expense of $75 million and a benefit of $165

million, respectively.

For the year ended December 31, 2023, our effective tax rate was 32% of our income before income tax compared to a

statutory rate of 25.8%. Our effective tax rate was higher than the statutory rate, primarily due to the geographical mix of our

pre-tax results and the impact of non-recurring transactions.

For the year ended December 31, 2022, income tax was significantly impacted by the reversal of valuation allowances on

deferred tax assets related to one of our main operating entities in the United States, which resulted in a $202 million tax benefit

being recorded in the period. Excluding this impact, our effective tax rate was 24% of our income before income tax compared

to a statutory tax rate of 25.8%. Our effective tax rate was lower than the statutory rate, primarily due to the favorable impact of

the geographical mix of our pre-tax results.

Net Income

As a result of the foregoing factors, we recognized net income of $157 million and net income of $315 million in the

years ended December 31, 2023 and 2022, respectively.

Segment Results

Segment Revenue

The following table sets forth the revenue for our operating segments for the periods presented:


	For years ended December 31,
(in millions of U.S. dollars and as a % of revenue)	2024		2023		2022

A&T	1,816	25%	1,868	24%	1,786	21%
P&ARP	4,196	57%	4,214	54%	4,900	57%
AS&I	1,432	20%	1,762	23%	1,955	23%
Holdings and Corporate	6	—%	21	—%	—	—%
Inter-segment eliminations	(115)	n.m	(39)	n.m	(110)	n.m
Total revenue	7,335	100%	7,826	100%	8,532	100%

n.m. not meaningful

The following table sets forth the shipments for our operating segments for the periods presented:


	For years ended December 31,
(in kt as a % of shipments)	2024		2023		2022

A&T	209	15%	219	15%	222	14%
P&ARP	1,027	71%	1,030	69%	1,089	69%
AS&I	201	14%	243	16%	268	17%
Holdings and Corporate	—	—%	—	—%	—	—%
Total shipments	1,438	100%	1,492	100%	1,580	100%

A&T

For the year ended December 31, 2024, revenue in our A&T segment decreased 3% to $1,816 million from $1,868

million for the year ended December 31, 2023, reflecting lower shipments, partially offset by higher revenue per ton. A&T

shipments were down 4%, or 9 kt, due to lower Transportation, Industry and Defense rolled products shipments, partially offset

by higher Aerospace rolled products shipments. For the year ended December 31, 2024, revenue per ton increased 2% to $8,677

per ton from $8,545 per ton for the year ended December 31, 2023, primarily reflecting higher metal prices.

For the year ended December 31, 2023, revenue in our A&T segment increased 5% to $1,868 million from $1,786

million for the year ended December 31, 2022, reflecting higher revenue per ton, partially offset by lower shipments. A&T

shipments were down 2%, or 4 kt, reflecting lower Transportation, Industry and Defense rolled products shipments, largely

offset by higher Aerospace rolled products shipments. For the year ended December 31, 2023, revenue per ton increased 6% to

$8,545 per ton from $8,041 per ton for the year ended December 31, 2022, primarily reflecting a more favorable price and mix,

partially offset by lower metal prices.

P&ARP

For the year ended December 31, 2024, revenue in our P&ARP segment was stable at $4,196 million compared to $4,214

million for the year ended December 31, 2023, reflecting stable shipments and stable revenue per ton. P&ARP shipments were

stable, with higher Packaging rolled products shipments, offset by lower Automotive and Specialty rolled products shipments.

For the year ended December 31, 2024, revenue per ton was stable, primarily reflecting higher metal prices offset by a less

favorable price and mix.

For the year ended December 31, 2023, revenue in our P&ARP segment decreased 14% to $4,214 million from $4,900

million for the year ended December 31, 2022, reflecting lower shipments and lower revenue per ton. P&ARP shipments were

down 5% or 59 kt, due to lower Packaging and Specialty rolled products shipments, partially offset by higher Automotive

rolled products shipments. For the year ended December 31, 2023, revenue per ton decreased 9% to $4,091 per ton from $4,498

per ton for the year ended December 31, 2022, primarily driven by lower metal prices, partially offset by improved price and

mix.

AS&I

For the year ended December 31, 2024, revenue in our AS&I segment decreased 19% to $1,432 million from $1,762

million for the year ended December 31, 2023, reflecting lower shipments and lower revenue per ton. AS&I shipments were

down 17%, or 42 kt, on lower Other extruded products shipments, including the impacts resulting from the flood in Valais in

June 2024 and the sale of CED in September 2023, and lower Automotive extruded products shipments. For the year ended

December 31, 2024, revenue per ton decreased 2% to $7,110 per ton from $7,251 per ton for the year ended December 31,

2023, primarily reflecting a less favorable price and mix, partially offset by higher metal prices.

For the year ended December 31, 2023, revenue in our AS&I segment decreased 10% to $1,762 million from $1,955

million for the year ended December 31, 2022, reflecting lower shipments and lower revenue per ton. AS&I shipments were

down 9%, or 25 kt, on lower Other extruded products shipments including the impact from the sale of CED in September 2023,

partially offset by higher Automotive extruded products shipments. For the year ended December 31, 2023, revenue per ton

decreased 1% to $7,251 per ton from $7,298 per ton for the year ended December 31, 2022, primarily reflecting lower metal

prices, partially offset by a more favorable price and mix.

Holdings and Corporate

For the year ended December 31, 2024 and 2023, revenue in our Holdings and Corporate segment included certain metal

sales to third parties.

Segment Adjusted EBITDA

In considering the financial performance of the business, we analyze the primary financial performance measure of

Segment Adjusted EBITDA in all of our business segments. Our Chief Operating Decision Maker, as defined under ASC 280 -

Segment reporting measures the profitability and financial performance of our operating segments based on Segment Adjusted

EBITDA.

Segment Adjusted EBITDA is defined as income/(loss) from continuing operations before income taxes, results from

joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,

impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not

qualify for hedge accounting, metal price lag (as defined hereafter), share-based compensation expense, non-operating gains /

(losses) on pension and other post-employment benefits, factoring expenses, effects of certain purchase accounting adjustments,

start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional,

unusual or generally non-recurring items.

The following table sets forth the Segment Adjusted EBITDA for our operating segments for the periods presented:


	For years ended December 31,
(in millions of U.S. dollar and as a % of revenue)	2024		2023		2022

A&T	285	16%	351	19%	228	13%
P&ARP	242	6%	305	7%	328	7%
AS&I	74	5%	129	7%	143	7%
Holdings and Corporate	(33)	n.m	(31)	n.m	(21)	n.m

n.m. not meaningful

The following table reconciles our Segment Adjusted EBITDA to our net income:


	For years ended December 31,
(in millions of U.S. dollar)	2024	2023	2022
A&T	285	351	228
P&ARP	242	305	328
AS&I	74	129	143
H&C	(33)	(31)	(21)
Segment Adjusted EBITDA	568	754	678
Metal price lag (A)	55	(92)	(31)
Depreciation and amortization	(304)	(300)	(290)
Impairment of assets (B)	(24)	(22)	(16)
Share based compensation costs	(25)	(22)	(18)
Pension and other post-employment benefits - non operating gains	11	14	2
Restructuring costs (C)	(11)	—	(1)
Unrealized losses on derivatives	(1)	(3)	(48)
Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net	1	(2)	(2)
(Losses) / gains on disposal (D)	(4)	41	(5)
Other (E)	2	(1)	—
Expenses on factoring arrangements	(22)	(24)	(16)
Finance costs - net	(111)	(111)	(103)
Income before tax	135	232	150
Income tax (expense) / benefit	(75)	(75)	165
Net income	60	157	315

(A)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's

Revenue are established and when aluminum purchase prices included in Cost of sales are established. The metal price lag will

generally increase our earnings in times of rising primary aluminum prices and decrease our earnings in times of declining primary

aluminum prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of

Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated

at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the

quantity sold in the period.

(B)For the years ended December 31, 2024, 2023 and 2022, impairment related to property, plant and equipment in our Valais operations.

(C)For the year ended December 31, 2024, restructuring costs were related to cost reduction programs in the United States and in Europe.

(D)For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss related to the

sale of Constellium Ussel S.A.S. which was completed on February 2, 2023 and a $47 million gain related to the sale of Constellium

Extrusions Deutschland GmbH which was completed on September 29, 2023.

(E)For the year ended December 31, 2024, other was related to $45 million of insurance proceeds and $43 million of losses resulting from

flooding in the Valais facilities at the end of June 2024, $4 million of insurance proceeds related to assets damaged in 2021 and $3

million of gains recognized upon the reevaluation of previously held non-controlling interests of Railtech, as well as $6 million of costs

associated with non-recurring corporate transformation projects.

The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three

segments:


(in millions of U.S. dollar)	A&T	P&ARP	AS&I

Segment Adjusted EBITDA for the year ended December 31, 2022	228	328	143
Volume	(9)	(40)	(28)
Price and product mix	243	168	66
Costs	(118)	(152)	(53)
Foreign exchange and other	7	1	1
Segment Adjusted EBITDA for the year ended December 31, 2023	351	305	129
Volume	(19)	—	(22)
Price and product mix	(48)	(18)	(25)
Costs	11	(46)	20
Flood impact	(13)	—	(20)
Foreign exchange and other	3	1	(8)
Segment Adjusted EBITDA for the year ended December 31, 2024	285	242	74

A&T

For the year ended December 31, 2024, Adjusted EBITDA in our A&T segment decreased 19% to $285 million from

$351 million for the year ended December 31, 2023, primarily as a result of unfavorable price and mix, lower shipments and an

$13 million impact at Valais as a result of the flood, partially offset by lower costs. For the year ended December 31, 2024,

Adjusted EBITDA per metric ton decreased 15% to $1,362 from $1,606 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our A&T segment increased 54% to $351 million from

$228 million for the year ended December 31, 2022, primarily as a result of improved price and mix partially offset by higher

operating costs mainly due to inflation and increased activity levels. The year ended December 31, 2022 included $19 million

in customer payments related to contractual volume commitments. For year ended December 31, 2023, Adjusted EBITDA per

metric ton increased 56% to $1,606 from $1,026 for the year ended December 31, 2022.

P&ARP

For the year ended December 31, 2024, Adjusted EBITDA in our P&ARP segment decreased 21% to $242 million from

$305 million for the year ended December 31, 2023, primarily as a result of unfavorable metal costs given tighter scrap spreads

in North America, weather-related impacts in the first quarter of 2024 at our Muscle Shoals facility and unfavorable price and

mix, partially offset by lower operating costs. For the year ended December 31, 2024, Adjusted EBITDA per metric ton

decreased 20% to $236 from $296 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our P&ARP segment decreased 7% to $305 million from

$328 million for the year ended December 31, 2022, primarily as a result of lower shipments, higher operating costs mainly due

to operating challenges at our Muscle Shoals facility, inflation and unfavorable metal costs, partially offset by improved price

and mix. For the year ended December 31, 2023, Adjusted EBITDA per metric ton decreased 2% to $296 from $301 for the

year ended December 31, 2022.

AS&I

For the year ended December 31, 2024, Adjusted EBITDA in our AS&I segment decreased 43% to $74 million from

$129 million for the year ended December 31, 2023, primarily as a result of unfavorable price and mix, lower shipments and a

$20 million impact at Valais as a result of the flood, partially offset by lower costs. For the year ended December 31, 2024,

Adjusted EBITDA per metric ton decreased 31% to $367 from $531 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our AS&I segment decreased 10% to $129 million from

$143 million for the year ended December 31, 2022, primarily as a result of lower shipments and higher costs mainly due to

inflation, partially offset by improved price and mix. For the year ended December 31, 2023, Adjusted EBITDA per metric ton

decreased 1% to $531 from $534 for the year ended December 31, 2022.

Holdings & Corporate

Segment Adjusted EBITDA results for our Holdings and Corporate segment reflected expenses of $33 million,

$31 million and $21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Liquidity and Capital Resources

Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings

from external parties.

Based on our current and anticipated levels of operations, and the condition in our markets and industry, we believe that

our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability

under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service

and other funding requirements for the short-term and long-term.

It is our policy to hedge all highly probable or committed foreign currency operating cash flows. As we have significant

third-party future receivables denominated in U.S. dollar, we generally enter into combinations of forward contracts with

financial institutions, selling forward U.S. dollar against euros.

When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum

sales, it is also our policy to enter into derivative financial instruments to pass through the exposure to metal price fluctuations

to financial institutions.

As the U.S. dollar appreciates against the euro or the LME price for aluminum falls, the derivative contracts related to

transactional hedging entered into with financial institution counterparties will have a negative mark-to-market.

In addition, we borrow in a combination of the U.S. dollar and euro. When the external currency mix of our debt does not

match the mix of our assets, we use foreign currency derivatives to balance the risk.

Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed

contractual limit. In order to protect the Group from the potential margin calls for significant market movements, we maintain

additional cash or availability under our various borrowing facilities, we enter into derivatives with a large number of financial

counterparties and we monitor potential margin requirements on a daily basis for adverse movements in the U.S. dollar against

the euro and in aluminum prices. There were no margin calls at December 31, 2024, 2023 and 2022.

At December 31, 2024, we had $727 million of total liquidity, comprised of $141 million in cash and cash equivalents,

$467 million of undrawn availability under our Pan-U.S. ABL facility, $104 million of undrawn availability under our French

Inventory Facility and $15 million of availability under our factoring arrangements.

Factored receivables under non-recourse arrangements were $376 million, $402 million and $401 million as of December

31, 2024, 2023 and 2022, respectively.

Cash Flows

The following table summarizes our operating, investing and financing activities for the years ended December 31, 2024,

2023 and 2022:


	For years ended December 31,
(in millions of U.S. dollar)	2024	2023	2022

Net Cash Flows from / (used in)
Operating activities	301	432	365
Investing activities	(313)	(216)	(196)
Financing activities	(61)	(177)	(150)
Net (decrease) / increase in cash and cash equivalents, excluding the effect of exchange rate changes	(73)	39	19

Net Cash Flows from Operating Activities

For the year ended December 31, 2024, net cash flows from operating activities were $301 million, a $131 million

decrease from $432 million in the year ended December 31, 2023. This change primarily reflects a $65 million decrease in cash

flows from operating activities before working capital and a $66 million decrease from changes in working capital.

For the year ended December 31, 2024, changes in working capital were attributable to (i) an increase in inventory of

$24 million, primarily driven by higher ending metal prices; (ii) an increase in trade receivables of $50 million primarily driven

by higher ending metal prices, partially offset by lower shipments and by $85 million of deferred purchase price from factoring;

and (iii) a decrease in accounts payable of $40 million, primarily driven by lower metal purchases, partially offset by higher

ending metal prices.

For the year ended December 31, 2023, net cash flows from operating activities were $432 million, a $67 million

increase from $365 million in the year ended December 31, 2022. This change primarily reflects a $8 million decrease in cash

flows from operating activities before working capital and a $75 million increase from changes in working capital.

For the year ended December 31, 2023, changes in working capital were attributable to (i) a decrease in inventory of

$202 million, primarily driven by lower inventory levels and lower ending metal prices; (ii) an increase in trade receivables of

$37 million primarily driven by lower shipments and lower ending metal prices, offset by $97 million of deferred purchase

price from factoring; and (iii) a decrease in accounts payable of $206 million, primarily driven by lower metal purchases and

lower ending metal prices.

For the year ended December 31, 2022, net cash flows from operating activities were $365 million.

For the year ended December 31, 2022, changes from working capital were attributable to (i) an increase in inventory of

$249 million, primarily driven by higher inventory levels across all our segments and higher ending metal prices; (ii) a

decrease in trade receivables of $73 million primarily driven by higher ending metal prices, offset by $90 million of deferred

purchase price from factoring; and (iii) an increase in accounts payable of $42 million, primarily driven by higher ending metal

prices.

Net Cash Flows used in Investing Activities

For the years ended December 31, 2024, 2023 and 2022, net cash flows used in investing activities were $313 million,

$216 million and $196 million, respectively. Capital expenditures were $401 million, $365 million and $284 million,

respectively and related primarily to maintenance and EHS investments in our manufacturing facilities and return-seeking

projects such as investments in our recycling and casting capacity in France in 2024 and 2023.

Capital expenditures by segment are detailed in Note 3.3 of our audited Consolidated Financial Statements.

For the years ended December 31, 2024, 2023 and 2022, collection of deferred purchase price receivable under certain of

our factoring agreements was $85 million, $97 million and $90 million, respectively.

In the year ended December 31, 2023, proceeds from disposals, net of cash primarily included $51 million of proceeds

from the sale of Constellium Extrusion Deutschland GmbH in September 2023.

Net Cash Flows used in Financing Activities

For the year ended December 31, 2024, net cash flows used in financing activities were $61 million, primarily reflecting

share repurchases, the impact of the August 2024 refinancing and finance lease repayments. During the year ended December

31, 2024, Constellium repurchased 4.6 million shares of the Company stock for $79 million. In August 2024, Constellium

issued $350 million of 6.375% Senior Notes due 2032 and €300 million of 5.375% Senior Notes due 2032, using the proceeds

and cash on hand to redeem the remaining portion of the $250 million of 5.875% Senior Notes due 2026 and the €400 million

of 4.250% Senior Notes due 2026.

For the year ended December 31, 2023, net cash flows used in financing activities were $177 million, primarily reflecting

the $50 million partial repayment of the 5.875% Senior Notes due 2026 in July 2023 and reduction of borrowings under the

Pan-U.S. ABL Facility and finance lease repayments.

For the year ended December 31, 2022, net cash flows used in financing activities were $150 million, primarily reflecting

the repayment of the secured PGE French Facility and the unsecured Swiss facility, and finance lease repayments, partially

offset by drawings on the Pan-U.S. ABL Facility.

Contractual obligations

At December 31, 2024, our material short-term and long-term contractual cash obligations consist of our debt and lease

commitments and related interest and are detailed by maturity in Note 15.4 and Note 21 of our audited Consolidated Financial

Statements.

In addition, we have material pension and other post-employment obligations as we operate various pension plans for the

benefit of our employees across a number of countries as detailed in Note 17 of our audited Consolidated Financial Statements.

Principal Accounting Policies, Critical Accounting Estimates and Key Judgments

Our principal accounting policies and new standards and interpretations not yet adopted are set out in Note 1 to the

audited Consolidated Financial Statements, which appear in this Annual Report.

The preparation of our consolidated financial statements requires management to make judgements, estimates and assumptions

that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the

disclosure of contingent liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of

the relevant facts and circumstances, giving consideration to previous experience. However, actual results may differ from the

amounts included in the Consolidated Financial Statements. Key sources of estimation uncertainty that have a significant risk of

causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include the items

presented below. The Company continuously reviews its significant assumptions and estimates in light of the uncertainty

associated with the global geopolitical and macroeconomic conditions and their potential direct and indirect impacts on its

business and its financial statements. There can be no guarantee that our assumptions will materialize or that actual results will

not differ materially from estimates.

Pension, other post-employment benefits and other long-term employee benefits

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial

basis using a number of assumptions and its determination requires the application of judgment. Assumptions used and

judgments made in determining the defined benefit obligations and net pension costs include discount rates, the expected long-

term rate of return on plan assets, rates of future compensation increase, and the criteria considered to determine when a plan

amendment has occurred.

Any material changes in these assumptions could result in a significant change in Pensions and other post-employment

benefit obligations and in employee benefit expenses recognized in the Consolidated Income Statement or actuarial gains and

losses recognized in Other Comprehensive Income (OCI). Details of the key assumptions made and judgments applied are set

out in Note 17 to our audited Consolidated Financial Statements.

Deferred income taxes

Significant judgment is also required to determine the extent to which deferred tax assets can be recognized. In assessing

the recognition of deferred tax assets, management considers whether it is more likely than not (greater than 50%) that the

deferred tax assets will be utilized. If it is determined that it is more likely than not that some or all of the deferred tax assets

will not be realized, a valuation allowance is recognized to reduce the carrying amount of these assets. The deferred tax assets

will be ultimately utilized to the extent that sufficient taxable profits will be available in the years in which the temporary

differences become deductible. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction

and takes into account the scheduled reversals of taxable and deductible temporary differences, past, current and expected

future performance deriving from the budget, the business plan and tax planning strategies. A full valuation allowance is

recognized for deferred tax assets in the jurisdictions where it is less likely than not that sufficient taxable profits will be

available against which the deductible temporary differences can be utilized. Details of the key assumptions made and

judgments applied are set out in Note 7 to our audited Consolidated Financial Statements.

Impairment tests for property, plant and equipment

Long-lived assets, including property, plant and equipment are reviewed for impairment when facts and circumstances

indicate that the asset carrying value may not be recoverable from its undiscounted projected cash flows. Any impairment loss

is measured by comparing the carrying value of the asset to its fair value. Impairment tests on property, plant and equipment

depend on a number of assumptions, in particular market data, estimated future cash flows and discount rates. These

assumptions are subject to risk and uncertainty. Any material changes in these assumptions could result in a significant change

in an impairment of assets. Details of the key assumptions made and judgments applied, where applicable, are set out in Note

11 to our audited Consolidated Financial Statements.

Provisions

Provisions have been recorded for: (i) close down and restoration costs; (ii) environmental remediation and monitoring

costs; (iii) legal and other potential claims including provisions for tax risks other than income tax, product warranty and

guarantees. These provisions are recorded where we have concluded that it is both probable that a loss has been incurred and

the amount of the loss is reasonably estimable. They are recorded at amounts which represent management’s best estimates of

the expenditure required to settle the obligation at the date of the Consolidated Balance Sheets. Expectations are revised each

year until the actual liability is settled, with any difference accounted for in the Consolidated Income Statement in the year in

which the revision is made. Details of the key assumptions made and judgments applied are described in Note 18 to our audited

Consolidated Financial Statements.

Recently issued accounting standards

See Note 1 - General information and summary of significant accounting policies to our accompanying Consolidated Financial

Statements for a full description of recent accounting pronouncements, if applicable, including the respective expected dates of

adoption and expected effects on results of operations and financial condition.

Non-GAAP measures

Adjusted EBITDA is not a measure defined by GAAP. We believe the most directly comparable GAAP measure to

Adjusted EBITDA is our net income or loss for the relevant period.

Adjusted EBITDA is defined as income/(loss) from continuing operations before income taxes, results from joint

ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs,

impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not

qualify for hedge accounting, share-based compensation expense, non-operating gains / (losses) on pension and other post-

employment benefits, factoring expenses, effects of certain purchase accounting adjustments, start-up and development costs or

acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring

items.

We believe Adjusted EBITDA, as defined above, is useful to investors as it illustrates the underlying performance of

continuing operations by excluding certain non-recurring and non-operating items. Similar concepts of adjusted EBITDA are

frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in

comparison, to other companies, many of which present an adjusted EBITDA-related performance measure when reporting

their results.

Adjusted EBITDA has limitations as an analytical tool. It is not a measure defined by GAAP and therefore does not

purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from

operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used

by other companies. As a result, you should not consider Adjusted EBITDA in isolation from, or as a substitute analysis for, our

results prepared in accordance with GAAP.

Changes to the Presentation of Certain Non-GAAP Financial Measures

The Company has decided to revise its definition of Adjusted EBITDA, a Non-GAAP financial measure. As a result of

this revision, beginning with the reporting of its results for the first quarter of 2024, the Company no longer eliminates the non-

cash impact of metal price lag from its Adjusted EBITDA Non-GAAP financial measure. The Company continues to eliminate

the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its

operating segments.


	For years ended December 31,
(in millions of U.S. dollar)	2024	2023	2022

Net income	60	157	315
Income tax expense	75	75	(165)
Finance costs - net	111	111	103
Expenses on factoring arrangements	22	24	16
Depreciation and amortization	304	300	290
Impairment of assets (B)	24	22	16
Restructuring costs (C)	11	—	1
Unrealized losses / (gains) on derivatives	1	3	48
Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net	(1)	2	2
Pension and other post-employment benefits - non operating gains	(11)	(14)	(2)
Share based compensation costs	25	22	18
Losses / (gains) on disposal (D)	4	(41)	5
Other (E)	(2)	1	—
Adjusted EBITDA1	623	662	647
of which Metal price lag (A)	55	(92)	(31)

1Adjusted EBITDA includes the non-cash impact of metal price lag

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