Constellium SE 10-Q for FY2025 Q3
Constellium SE (CSTM)
10-Q
2025-10-29
For: 2025-09-30
View Original
Added on
April 11, 2026
About this 10-Q
Constellium SE filed this 10-Q on October 29, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.17B
- up 20.2% from $1.8B a year earlier
- Net income
- $88M
- up 1157.1% from net income of $7M a year earlier
- Diluted EPS
- $0.62
- up 1140.0% from $0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
Suite 1710 | ||||||||||||||||||||
| (Zip Code) | ||||||||||||||||||||
| (Address of principal executive office (US)) | ||||||||||||||||||||
| (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 | ||||||||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
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. ☑ 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). ☑ 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.
| ☑ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
The number of outstanding ordinary shares of the registrant on September 30, 2025, was 137,801,779 shares.
-1-
Explanatory Note
Constellium SE (“Constellium SE” or “the Company”, and when referred to together with its subsidiaries, “the Group” or “Constellium”), is a corporation organized under the laws of France. As of June 30, 2025, Constellium SE no longer qualified as a Foreign Private Issuer, as determined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Beginning in 2025, Constellium SE begun voluntarily electing to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission (“SEC”). Beginning on January 1, 2026, Constellium will continue to file annual reports on Form 10-K and quarterly reports on Form 10-Q and will also file all other required U.S. domestic forms with the SEC, including proxy materials pertaining to meetings of its shareholders, and its officers, directors and 10% shareholders will be subject to beneficial ownership reporting under Section 16 of the Exchange Act.
Constellium SE’s I.R.S. Employer Identification Number is: 98-0667516. The Group’s U.S. assets are held by Constellium US Holdings I, LLC, a wholly owned subsidiary of Constellium SE. The I.R.S. Employer Identification Number of Constellium US Holdings I, LLC is: 27-4126819.
-i-
TABLE OF CONTENTS
| Page | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
-ii-
PART I
Item 1. Financial Statements
CONSOLIDATED INCOME STATEMENTS (unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Revenue | 2 | |||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Selling and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Research and development expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Other gains and losses - net | 4 | ( | ( | |||||||||||||||||||||||||||||
| Finance costs - net | 5 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Income before tax | ||||||||||||||||||||||||||||||||
| Income tax expense | 6 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Attributable to: | ||||||||||||||||||||||||||||||||
| Equity holders of Constellium | ||||||||||||||||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
Earnings per share attributable to the equity holders of Constellium (in U.S. dollars) | Notes | |||||||||||||||||||||||||||||||||||||
| Basic | 7 | |||||||||||||||||||||||||||||||||||||
| Diluted | 7 | |||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-1-
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) | ||||||||||||||||||||||||||||||||
| Net change in post-employment benefit obligations | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Income tax on net change in post-employment benefit obligations | ( | |||||||||||||||||||||||||||||||
| Net change in cash flow hedges | 12 | ( | ||||||||||||||||||||||||||||||
| Income tax on cash flow hedges | ( | ( | ( | |||||||||||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) | ( | |||||||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||||||||
| Attributable to: | ||||||||||||||||||||||||||||||||
| Equity holders of Constellium | ||||||||||||||||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-2-
CONSOLIDATED BALANCE SHEETS (unaudited)
| (in millions of U.S. dollars) except share data | Notes | At September 30, 2025 | At December 31, 2024 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Trade receivables and other, net | 8 | |||||||||||||||||||
| Inventories | 9 | |||||||||||||||||||
| Fair value of derivatives instruments and other financial assets | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Property, plant and equipment, net | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||
| Deferred tax assets | ||||||||||||||||||||
| Trade receivables and other, net | 8 | |||||||||||||||||||
| Fair value of derivatives instruments | 12 | |||||||||||||||||||
| Total non-current assets | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Trade payables and other | 10 | |||||||||||||||||||
| Current portion of long-term debt | 11 | |||||||||||||||||||
| Fair value of derivatives instruments | 12 | |||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Pension and other benefit obligations | ||||||||||||||||||||
| Provisions | 14 | |||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Trade payables and other | 10 | |||||||||||||||||||
| Long-term debt | 11 | |||||||||||||||||||
| Fair value of derivatives instruments | 12 | |||||||||||||||||||
| Pension and other benefit obligations | ||||||||||||||||||||
| Provisions | 14 | |||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| Total non-current liabilities | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
| Commitments and contingencies | 14 | |||||||||||||||||||
| Shareholder's equity | ||||||||||||||||||||
Ordinary shares, par value € | 15 | |||||||||||||||||||
| Additional paid in capital | 15 | |||||||||||||||||||
| Accumulated other comprehensive income | 16 | ( | ||||||||||||||||||
| Retained earnings and other reserves | ||||||||||||||||||||
| Equity attributable to equity holders of Constellium | ||||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||
| Total equity | ||||||||||||||||||||
| Total equity and liabilities | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-3-
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
| (in millions of U.S. dollars) | Ordinary shares | Additional paid in capital | Treasury shares | Accumulated other comprehensive income / (loss) | Other reserves | Retained earnings | Total | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At March 31, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) / income | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
-4-
| (in millions of U.S. dollars) | Ordinary shares | Additional paid in capital | Treasury shares | Accumulated other comprehensive income / (loss) | Other reserves | Retained earnings | Total | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) / income | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) / income | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of treasury shares to share-based compensation plan vested | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2024 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-5-
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| Nine months ended September 30, | ||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | |||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3 | |||||||||||||||||||||||||||||||
| Impairment of assets | 3 | |||||||||||||||||||||||||||||||
| Pension and other long-term benefits | ||||||||||||||||||||||||||||||||
| Finance costs - net | 5 | |||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||
| Unrealized (gains) on derivatives - net and from remeasurement of monetary assets and liabilities - net | ( | ( | ||||||||||||||||||||||||||||||
| Losses on disposal | 4 | |||||||||||||||||||||||||||||||
| Other - net | ||||||||||||||||||||||||||||||||
| Changes in working capital | ||||||||||||||||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||||||||||||||
| Trade receivables | ( | ( | ||||||||||||||||||||||||||||||
| Trade payables | ||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||
| Change in provisions | ( | |||||||||||||||||||||||||||||||
| Pension and other long-term benefits paid | ( | ( | ||||||||||||||||||||||||||||||
| Interest paid | ( | ( | ||||||||||||||||||||||||||||||
| Income tax paid | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows from operating activities | ||||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment | 3 | ( | ( | |||||||||||||||||||||||||||||
| Property, plant and equipment inflows | 3 | |||||||||||||||||||||||||||||||
| Collection of deferred purchase price receivable | 8 | |||||||||||||||||||||||||||||||
| Acquisition of subsidiaries net of cash acquired | ||||||||||||||||||||||||||||||||
| Other investing activities | ||||||||||||||||||||||||||||||||
| Net cash flows used in investing activities | ( | ( | ||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ||||||||||||||||||||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||||||||||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||||||||||||||||||||
| Net change in revolving credit facilities and short-term debt | ||||||||||||||||||||||||||||||||
Finance lease repayments | ( | ( | ||||||||||||||||||||||||||||||
| Payment of financing costs and redemption fees | ( | |||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||
| Other financing activities | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows used in financing activities | ( | ( | ||||||||||||||||||||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||||||||||||||||||||
| Cash and cash equivalents - beginning of period | ||||||||||||||||||||||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents - end of period | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
-6-
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Constellium is a global leader in the design and manufacture of a broad range of innovative specialty 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. At September 30, 2025, the Group operated 24 manufacturing facilities, 3 R&D centers and 3 administrative centers.
Unless the context indicates otherwise, when we refer to "we", "our", "us", "Constellium", the "Group" and the "Company" in this document, we are referring to Constellium SE and its subsidiaries.
Basis of presentation and principles of consolidation
The accompanying unaudited interim condensed consolidated financial statements include the accounts of Constellium SE and its controlled subsidiaries. All intercompany transactions and balances are eliminated.
The accompanying unaudited interim condensed consolidated financial statements have been prepared by Constellium in accordance with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair statement of its financial position at September 30, 2025, results of operations and cash flows for the three-month and nine-month periods ended September 30, 2025 and 2024 have been included. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements and accompanying notes in its Annual Report on Form 10-K for the year ended December 31, 2024 ("the 2024 Annual Report"). The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2025 fiscal year.
Use of estimates and assumptions
The preparation of the Group’s consolidated financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. The principal areas of judgment relate to: (1) impairment of assets; (2) actuarial assumptions related to pension and other postretirement benefit plans; (3) tax uncertainties and valuation allowances; and (4) assessment of loss contingencies, including environmental and litigation liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances, giving consideration to previous experience. Future events and their effects cannot be predicted with certainty, and, accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements may change as new events occur, more experience is acquired, additional information is obtained, and our operating environment changes. The Group 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.
Revision of certain disclosures in previously issued financial statements
During the third quarter of 2025, the Group identified and corrected certain immaterial errors affecting metal price lag and the resulting Segment Adjusted EBITDA for the A&T segment for certain prior periods in 2025 and 2024. The errors resulted from misclassification of certain items within Cost of sales, which did not impact either the overall Cost of sales or the Group’s consolidated income statements but did impact the non-cash metal price lag and the resulting Segment Adjusted EBITDA for the A&T segment. The Group assessed the materiality of these errors on a quantitative and qualitative basis and concluded that the corrections were not material to any previously issued interim or annual consolidated financial statements. Accordingly, the affected prior period amounts presented in this filing, or that will be presented in prospective filings, have been revised. The impact of these revisions is presented below:
-7-
| Three months ended June 30, 2025 | Three months ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | As published | Adjustment | Revised | As published | Adjustment | Revised | ||||||||||||||||||||||||||||||||
| A&T | ||||||||||||||||||||||||||||||||||||||
| P&ARP | ||||||||||||||||||||||||||||||||||||||
| AS&I | ||||||||||||||||||||||||||||||||||||||
| H&C | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||
| Metal price lag | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Three months ended June 30, 2024 | Year ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | As published | Adjustment | Revised | As published | Adjustment | Revised | ||||||||||||||||||||||||||||||||
| A&T | ||||||||||||||||||||||||||||||||||||||
| P&ARP | ||||||||||||||||||||||||||||||||||||||
| AS&I | ||||||||||||||||||||||||||||||||||||||
| H&C | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||
| Metal price lag | ( | ( | ||||||||||||||||||||||||||||||||||||
Recently adopted and recently issued accounting guidance
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09 - Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. This accounting standard is effective for annual disclosures in fiscal year ended December 31, 2025. We are currently evaluating the impact of adoption on our annual financial disclosures.
In November 2024, the FASB issued ASU 2024-03 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures, requiring public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The standard is intended to benefit investors by providing more detailed expense information notably on employee compensation, depreciation and amortization and purchase of inventory, which is critical to understanding an entity’s performance, assessing its prospects for future cash flows and comparing its performance both over time and with that of other entities. This accounting standard as updated in ASU 2025-01 - Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date which clarified the interim reporting effective date of ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance may be applied prospectively or retrospectively. We are currently evaluating the impact of adoption on our financial disclosures.
The Group plans to adopt these new standards, amendments and interpretations on their required effective dates and does not expect any material impact on its financial position, results of operations and cash flows as a result of their adoption.
-8-
NOTE 2 - REVENUE
In the following table, revenue is disaggregated by product line. See Note 3 - Segment information herein for additional disclosures of revenue disaggregated by operating segments.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Aerospace rolled products | ||||||||||||||||||||||||||
| Transportation, industry, defense and other rolled products | ||||||||||||||||||||||||||
| Packaging rolled products | ||||||||||||||||||||||||||
| Automotive rolled products | ||||||||||||||||||||||||||
| Specialty and other thin-rolled products | ||||||||||||||||||||||||||
| Automotive extruded products | ||||||||||||||||||||||||||
| Other extruded products | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
Revenue is recognized at a point in time, except for certain products with no alternative use for which we have a right to payment, which represent less than 1% of total revenue.
-9-
NOTE 3 - SEGMENT INFORMATION
Constellium has three reportable business segments - Aerospace & Transportation ("A&T"), Packaging & Automotive Rolled Products ("P&ARP") and Automotive Structures & Industry ("AS&I") - and Holdings & Corporate ("H&C"). Holdings & Corporate (‘H&C’) includes certain costs of our corporate support functions and our technology centers.
3.1 Segment revenue, Segment costs and Segment Adjusted EBITDA
| Three months ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | A&T | P&ARP | AS&I | H&C | A&T | P&ARP | AS&I | H&C | ||||||||||||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||||||||||||||||||||
| Inter-segment elimination | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| External revenue | ||||||||||||||||||||||||||||||||||||||
| Cost of metal | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Production costs | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Other segment expenses (A) | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ( | ( | ||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | A&T | P&ARP | AS&I | H&C | A&T | P&ARP | AS&I | H&C | ||||||||||||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||||||||||||||||||||
| Inter-segment elimination | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| External revenue | ||||||||||||||||||||||||||||||||||||||
| Cost of metal | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Production costs | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Other segment expenses (A) | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ( | ( | ||||||||||||||||||||||||||||||||||||
(A) Other segment expenses primarily include selling and general administrative expenses and research and development expenses.
3.2 Reconciliation of Segment Adjusted EBITDA to Net Income
Constellium’s chief operating decision-maker measures the profitability and financial performance of its 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, 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, share-based compensation expense, non- operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, 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.
-10-
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| A&T | ||||||||||||||||||||||||||||||||
| P&ARP | ||||||||||||||||||||||||||||||||
| AS&I | ||||||||||||||||||||||||||||||||
| H&C | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||
| Metal price lag (A) | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Impairment of assets (B) | ( | ( | ||||||||||||||||||||||||||||||
| Share based compensation costs | 17 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Pension and other post-employment benefits - non - operating gains | ||||||||||||||||||||||||||||||||
| Restructuring costs | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Unrealized gains on derivatives | ||||||||||||||||||||||||||||||||
| Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net | ( | |||||||||||||||||||||||||||||||
| Losses on disposal | ( | ( | ( | |||||||||||||||||||||||||||||
| Other (C) | ( | ( | ||||||||||||||||||||||||||||||
| Expenses on factoring arrangements | 8 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Finance costs - net | 5 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Income before tax | ||||||||||||||||||||||||||||||||
| Income tax expense | 6 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
(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, which is a non-cash financial impact. 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 three and nine months ended September 30, 2024, impairment related to property, plant and equipment in our Valais (Switzerland) operations.
(C)For the nine months ended September 30, 2025, Other mainly includes $9 million of insurance proceeds and $8 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland).
-11-
3.3 Segment capital expenditures
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| A&T | ( | ( | ( | ( | ||||||||||||||||||||||
| P&ARP | ( | ( | ( | ( | ||||||||||||||||||||||
| AS&I | ( | ( | ( | ( | ||||||||||||||||||||||
| H&C | ( | ( | ( | ( | ||||||||||||||||||||||
| Total capital expenditures (A) | ( | ( | ( | ( | ||||||||||||||||||||||
(A)Purchase of property plant and equipment, net of grants received and insurance compensation related to property plant and equipment.
3.4 Segment depreciation, amortization and impairment
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| A&T | ( | ( | ( | ( | ||||||||||||||||||||||
| P&ARP | ( | ( | ( | ( | ||||||||||||||||||||||
| AS&I | ( | ( | ( | ( | ||||||||||||||||||||||
| H&C | ( | ( | ( | ( | ||||||||||||||||||||||
| Total depreciation, amortization and impairment expense | ( | ( | ( | ( | ||||||||||||||||||||||
3.5 Segment assets
| (in millions of U.S. dollars) | At September 30, 2025 | At December 31, 2024 | ||||||||||||
| A&T | ||||||||||||||
| P&ARP | ||||||||||||||
| AS&I | ||||||||||||||
| H&C | ||||||||||||||
| Segment assets | ||||||||||||||
| Deferred income tax assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Fair value of derivatives instruments and other financial assets | ||||||||||||||
| Total assets | ||||||||||||||
-12-
NOTE 4 - OTHER GAINS AND LOSSES - NET
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Operating income and expenses | ||||||||||||||||||||||||||||||||
| Realized gains / (losses) on derivatives (A) | ( | ( | ||||||||||||||||||||||||||||||
| Unrealized gains on derivatives at fair value through profit and loss - net (A) | 12 | |||||||||||||||||||||||||||||||
| Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net | ( | |||||||||||||||||||||||||||||||
| Impairment of assets (B) | ( | ( | ||||||||||||||||||||||||||||||
| Restructuring costs | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Losses on disposal | ( | ( | ( | |||||||||||||||||||||||||||||
| Result from the flood in Valais (C) | 3 | ( | ||||||||||||||||||||||||||||||
| Non-operating income and expenses | ||||||||||||||||||||||||||||||||
| Expenses on factoring arrangements | 8 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Pension and other post-employment benefits | 13 | |||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||
| Total other gains and losses - net | ( | ( | ||||||||||||||||||||||||||||||
(A)Realized and unrealized gains and losses are related to derivatives entered into with the purpose of mitigating exposure to volatility in foreign currencies and commodity prices and that do not qualify for hedge accounting.
(B)For the three and nine months ended September 30, 2024, impairment related to property, plant and equipment in our Valais (Switzerland) operations.
(C)For the three and nine months ended September 30, 2024, the losses resulting from flooding in Sierre and Chippis include clean-up costs and inventory impairment and are net of $22
-13-
NOTE 5 - FINANCE COSTS - NET
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Interest expense on borrowings (A) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Interest expense on finance leases | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest cost on pension and other long-term benefits | 13 | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Net loss on settlement of debt (B) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Realized and unrealized gains/(losses) on debt derivatives at fair value (C) | 12 | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Realized and unrealized exchange gains on financing activities - net (C) | ||||||||||||||||||||||||||||||||||||||
| Other finance expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Capitalized borrowing costs (D) | ||||||||||||||||||||||||||||||||||||||
| Finance expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Finance costs - net | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
(A)For the three months ended September 30, 2025, and 2024, interest expense on borrowings included $23 67 million and $66 million of interest expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively.
(B)In August 2024, Constellium SE redeemed its $250 million 5.875 % Senior Notes due 2026 and €400 million 4.250 % Senior Notes due 2026. The net loss on the settlement of debt included $3 million of write‐off of unamortized issuance costs related to the redemption of our Senior Notes that were due in 2026.
(C) The Group hedges the currency exposure when using external funding sources in a currency other than the functional currency of the entities being funded. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Interim Consolidated Income Statement.
(D) Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5
NOTE 6 - INCOME TAX
Income tax expense for interim periods is recognized based on the annualized effective tax rate expected for the full year adjusted for the tax effect of certain items recognized in full in the interim period.
Our effective tax rate was 30.2 % and 57.9 % of our income before tax for the three months ended September 30, 2025 and 2024, respectively, and 33.8 % and 29.9 % of our income before tax for the nine months ended September 30, 2025, and 2024, respectively.
The effective tax rate for the three and nine months ended September 30, 2025 includes the impact of the temporary surtax in France, which was enacted in February 2025 and increased the 2025 statutory tax rate from 25.82 29.52
-14-
NOTE 7 - EARNINGS PER SHARE
Basic earnings per share are computed using the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share are computed using the weighted-average number of ordinary shares and ordinary share equivalents outstanding during the period. Ordinary share equivalents represent the dilutive effect of outstanding equity-based awards.
The reconciliation of the numerator and denominator of basic and diluted earnings per share was as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars except share and per share amounts ) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income attributable to equity holders of Constellium | ||||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic - weighted-average ordinary shares outstanding | ||||||||||||||||||||||||||
| Dilutive effect of non-vested restricted stock units and performance-based restricted stock units | ||||||||||||||||||||||||||
| Diluted - weighted-average ordinary shares, of restricted stock units and performance-based restricted stock units | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
For the three and nine months ended September 30, 2025, and 2024, no
-15-
NOTE 8 - TRADE RECEIVABLES AND OTHER
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | Non-current | Current | Non-current | Current | ||||||||||||||||||||||
| Trade receivables - gross | ||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||||||||||||||
| Total trade receivables - net | ||||||||||||||||||||||||||
| Income tax receivables | ||||||||||||||||||||||||||
| Other tax receivables | ||||||||||||||||||||||||||
| Contract assets | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total other receivables | ||||||||||||||||||||||||||
| Total trade receivables and other | ||||||||||||||||||||||||||
Factoring arrangements
The Group has entered into several accounts receivable factoring programs with selected financial institutions for certain receivables of the Group.
The proceeds from the sale of certain of these receivables comprise a combination of cash and a deferred purchase price receivable. The deferred purchase price receivable is ultimately realized by the Group following the collection by the financial institutions of the underlying receivables sold. The beginning deferred purchase price balance for nine months ended September 30, 2025 and 2024 was $2 million and $8 million, respectively. During each of the aforementioned periods, there were non-cash additions to the deferred purchase price receivable of $0 million and $65 million (these additions are excluded from the Interim Statement of Cash Flow as they are non-cash investing transactions), respectively, and cash collections of $2 million and $63 million, respectively. This activity resulted in an ending deferred purchase price receivable balance of $0 million and $10 million, for the nine months ended September 30, 2025 and 2024, respectively, recorded in Fair value of derivatives instruments and other financial assets in the consolidated balance sheets.
The Group has recorded $5 million and $6 million of expenses related to its factoring programs in the three months ended September 30, 2025 and 2024, respectively, and $16
NOTE 9 - INVENTORIES
| (in millions of U.S. dollars) | At September 30, 2025 | At December 31, 2024 | ||||||||||||
| Finished goods | ||||||||||||||
| Work in progress | ||||||||||||||
| Raw materials | ||||||||||||||
| Stores and supplies | ||||||||||||||
| Total inventories | ||||||||||||||
-16-
NOTE 10 - TRADE PAYABLES AND OTHER
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | Non-current | Current | Non-current | Current | ||||||||||||||||||||||
| Trade payables | — | — | ||||||||||||||||||||||||
| Employees' entitlements | — | — | ||||||||||||||||||||||||
| Contract liabilities and other liabilities to customers | ||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||
| Other payables | ||||||||||||||||||||||||||
| Total other | ||||||||||||||||||||||||||
| Total trade payables and other | ||||||||||||||||||||||||||
Contract liabilities and other liabilities to customers
Revenue related to contract liabilities and other liabilities to customers for the nine months ended September 30, 2025 and 2024 are presented in the table below:
| Nine months ended September 30, | ||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | ||||||||||||
| Contract liabilities and other liabilities to customers at January 1, | ||||||||||||||
| Revenue deferred to contract liabilities | ||||||||||||||
| Revenue recognized from contract liabilities | ( | ( | ||||||||||||
| Effect of changes in foreign currency rates and other changes | ||||||||||||||
| Contract liabilities and other liabilities to customers at September 30, | ||||||||||||||
-17-
NOTE 11 - DEBT
11.1 Analysis by nature
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Nominal Value in Currency | Nominal rate | Effective rate | Face Value | Debt issuance costs | Accrued interest | Carrying value | Carrying value | ||||||||||||||||||||||||||||||
| Secured Pan-U.S. ABL (due 2029) | $ | Floating | % | |||||||||||||||||||||||||||||||||||
| Senior Unsecured Notes | ||||||||||||||||||||||||||||||||||||||
| Issued June 2020 and due 2028 | $ | % | % | ( | ||||||||||||||||||||||||||||||||||
| Issued February 2021 and due 2029 | $ | % | % | ( | ||||||||||||||||||||||||||||||||||
| Issued June 2021 and due 2029 | € | % | % | ( | ||||||||||||||||||||||||||||||||||
| Issued August 2024 and due 2032 | $ | % | % | ( | ||||||||||||||||||||||||||||||||||
| Issued August 2024 and due 2032 | € | % | % | ( | ||||||||||||||||||||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||||||||||||||||||||
| Other loans (A) | ||||||||||||||||||||||||||||||||||||||
| Total debt | ( | |||||||||||||||||||||||||||||||||||||
| Of which non-current | ||||||||||||||||||||||||||||||||||||||
| Of which current (B) | ||||||||||||||||||||||||||||||||||||||
(A)Other loans include $23 million of financial liabilities relating to the sale and leaseback of assets that were considered to be financing arrangements in substance.
The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024 were 99.9 %, 95.2 %, 97.5 % and 102.7 %, respectively, of the nominal value and amounted to $325 million, $476 million, $343 million and $721 million, respectively, at September 30, 2025, compared to $319 million, $453 million, $297 million, and $658 million, respectively, at December 31, 2024.
The €100 million French Inventory Facility was amended in February 2025 and the maturity was extended to December 2027. The Facility remained undrawn at September 30, 2025.
The Group was in compliance with all applicable financial debt covenants at September 30, 2025 and December 31, 2024.
-18-
NOTE 12 - FINANCIAL INSTRUMENTS
12.1 Fair values of financial instruments
All derivatives are presented at fair value in the Interim Consolidated Balance Sheets:
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Non-current | Current | Total | Non-current | Current | Total | ||||||||||||||||||||||||||||||||
| Derivatives that qualify for hedge accounting | ||||||||||||||||||||||||||||||||||||||
| Currency commercial derivatives | ||||||||||||||||||||||||||||||||||||||
| Derivatives that do not qualify for hedge accounting | ||||||||||||||||||||||||||||||||||||||
| Currency commercial derivatives | ||||||||||||||||||||||||||||||||||||||
| Currency net debt derivatives | ||||||||||||||||||||||||||||||||||||||
| Energy derivatives | ||||||||||||||||||||||||||||||||||||||
| Metal derivatives | ||||||||||||||||||||||||||||||||||||||
| Fair value of derivatives instruments - assets | ||||||||||||||||||||||||||||||||||||||
| Derivatives that qualify for hedge accounting | ||||||||||||||||||||||||||||||||||||||
| Currency commercial derivatives | ||||||||||||||||||||||||||||||||||||||
| Derivatives that do not qualify for hedge accounting | ||||||||||||||||||||||||||||||||||||||
| Currency commercial derivatives | ||||||||||||||||||||||||||||||||||||||
| Currency net debt derivatives | ||||||||||||||||||||||||||||||||||||||
| Energy derivatives | ||||||||||||||||||||||||||||||||||||||
| Metal derivatives | ||||||||||||||||||||||||||||||||||||||
| Fair value of derivatives instruments - liabilities | ||||||||||||||||||||||||||||||||||||||
The fair values of trade receivables, other financial assets and liabilities approximate their carrying values, as a result of their liquidity or short maturity and the fair value of borrowings are disclosed in Note 11 - Debt.
12.2 Valuation hierarchy
The following table provides an analysis of financial instruments measured at fair value, grouped into levels based on the degree to which the fair value is observable:
•Level 1 is based on a quoted price (unadjusted) in active markets for identical financial instruments. Level 1 includes aluminum, copper and zinc futures that are traded on the LME.
•Level 2 is based on inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., prices), or indirectly (i.e., derived from prices). Level 2 includes foreign exchange derivatives, natural gas derivatives, silver derivatives and aluminum premium derivatives. The present value of future cash flows based on the forward or on the spot exchange rates at the balance sheet date is used to value foreign exchange derivatives.
•Level 3 is based on inputs for the asset or liability that are not based on observable market data (unobservable inputs). Trade receivables are classified as a Level 3 measurement under the fair value hierarchy.
-19-
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||||
| Fair value of derivatives instruments - assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of derivatives instruments - liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||
There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the nine months ended September 30, 2025, nor the year ended December 31, 2024.
12.3 Foreign exchange
Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Net assets, earnings and cash flows are influenced by multiple currencies due to the geographic diversity of sales and the countries in which the Group operates.
Constellium has the following foreign exchange risk: i) transaction exposures, which include commercial transactions related to forecasted sales and purchases and on-balance sheet receivables/payables resulting from such transactions and financing transactions related to external and internal net debt, and ii) translation exposures, which relate to net investments in foreign entities that are converted in U.S. dollar amounts in the Consolidated Financial Statements.
Foreign exchange impacts related to the translation of net investments in non-USD functional currency subsidiaries from functional currency to U.S. dollars, and of the related revenue and expenses, are not hedged as the Group operates in these various countries on a permanent basis except as described below.
i. Commercial transaction exposures
The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The Group uses foreign exchange forwards and foreign exchange swaps for this purpose.
The following tables outline the nominal value (converted to millions of U.S. Dollars at the closing rate) of forward derivatives for Constellium’s most significant foreign exchange exposures at September 30, 2025.
| Sold currencies | Maturity Year | Less than 1 year | Over 1 year | |||||||||||||||||
| USD | 2025-2029 | |||||||||||||||||||
| CHF | 2025-2029 | |||||||||||||||||||
| CZK | 2025 | |||||||||||||||||||
| Other currencies | 2025-2027 | |||||||||||||||||||
| Purchased currencies | Maturity Year | Less than 1 year | Over 1 year | |||||||||||||||||
| USD | 2025-2027 | |||||||||||||||||||
| CHF | 2025-2027 | |||||||||||||||||||
| CZK | 2025-2027 | |||||||||||||||||||
| Other currencies | 2025 | |||||||||||||||||||
The Group has agreed to supply a major customer with fabricated metal products from an entity with Euro functional currency, while invoicing in U.S. Dollars. The Group has entered into significant foreign exchange derivatives that matched related highly probable future conversion sales. The Group designates a substantial portion of these derivatives for hedge accounting, with a total nominal amount of $312 million and $410 million at September 30, 2025 and December 31, 2024 respectively, with maturities ranging from 2025 to 2029. Changes in the fair value of cash flow hedges are reported by the
-20-
Group as a component of Accumulated other comprehensive income, net of tax and reclassified into earnings when the forecasted transaction affects earnings.
The table below details the effect of foreign currency derivatives in the Interim Consolidated Income Statement, the Interim Consolidated Statement of Cash Flows and the Interim Consolidated Statement of Comprehensive Income:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Derivatives that do not qualify for hedge accounting | ||||||||||||||||||||||||||||||||
| Included in Other gains and losses - net | ||||||||||||||||||||||||||||||||
| Realized gains / (losses) on foreign currency derivatives - net (A) | ( | ( | ||||||||||||||||||||||||||||||
| Unrealized gains / (losses) on foreign currency derivatives - net (B) | ( | |||||||||||||||||||||||||||||||
| Derivatives that qualify for hedge accounting | ||||||||||||||||||||||||||||||||
| Included in Other comprehensive income | ||||||||||||||||||||||||||||||||
| Unrealized gains on foreign currency derivatives - net | ( | |||||||||||||||||||||||||||||||
| (Losses) / gains reclassified from cash flow hedge reserve to the Consolidated Income Statement | ( | ( | ||||||||||||||||||||||||||||||
| Included in Revenue (C) | ||||||||||||||||||||||||||||||||
| Realized losses on foreign currency derivatives - net (A) | ( | ( | ( | |||||||||||||||||||||||||||||
| Unrealized gains on foreign currency derivatives - net | ||||||||||||||||||||||||||||||||
(A)Commercial derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated Statement of Cash Flows.
(B)Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be reflected in future years when these sales are recognized.
(C)Changes in fair value of derivatives that qualify for hedge accounting are included in revenue when the related customer invoices are issued.
ii. Financing transaction exposures
When the Group enters into intercompany loans and deposits, the financing is generally provided in the functional currency of the subsidiary. The foreign currency exposure of the Group’s external funding and liquid assets is systematically hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives.
At September 30, 2025, the net hedged position related to long-term and short-term loans and deposits in U.S. dollars included a forward sale of $260 million versus the Euro using simple foreign exchange forward contracts.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Derivatives that do not qualify for hedge accounting | ||||||||||||||||||||||||||
| Included in Finance costs - net | ||||||||||||||||||||||||||
| Realized (losses) / gains on foreign currency derivatives - net (A) | ( | ( | ( | |||||||||||||||||||||||
| Unrealized (losses) / gains on foreign currency derivatives - net | ( | ( | ( | |||||||||||||||||||||||
| Total | ( | ( | ( | |||||||||||||||||||||||
(A)Net debt derivatives settled during the period are presented in Other financing activities in the Interim Consolidated Statement of Cash Flows.
-21-
Total realized and unrealized gains or losses on debt derivatives are expected to partially offset the total realized and unrealized gains or losses on financing activities, both included in Finance costs - net.
12.4 Commodities
The Group is subject to the effects of market fluctuations in the price of aluminum, which is the Group’s primary metal input and a significant component of its output. The Group is also exposed to variation in regional premiums and to a lesser extent, in the price of zinc, natural gas, silver and copper, and other alloying metals.
The Group policy is to minimize exposure to aluminum price volatility by passing through the aluminum price risk to customers and using derivatives where necessary. For most of its aluminum price exposure, sales and purchases of aluminum are converted to be on the same floating basis and then the same quantities are bought and sold at the same market price.
Temporary increases in inventory, to the extent material, are sold forward to the expected sales date to ensure the price paid for the metal will be substantially redeemed when it is sold.
The Group also purchases copper, aluminum premium, silver and zinc derivatives to offset the commodity exposure where sales contracts have embedded fixed price agreements for these commodities.
In addition, the Group purchases natural gas fixed price derivatives to lock in energy costs where a fixed price purchase contract is not possible.
At September 30, 2025, the nominal amount of commodity derivatives is as follows:
| (in millions of U.S. dollars) | Maturity Year | Less than 1 year | Over 1 year | |||||||||||||||||
| Metal | 2025-2028 | |||||||||||||||||||
| Natural gas | 2025-2028 | |||||||||||||||||||
The value of the contracts will fluctuate due to changes in market prices but our hedging strategy helps protect the Group’s margin on future conversion and fabrication activities. At September 30, 2025, these contracts were directly entered into with external counterparties.
The Group does not apply hedge accounting on commodity derivatives and therefore mark-to-market movements are recognized in Other gains and losses - net.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Derivatives that do not qualify for hedge accounting | ||||||||||||||||||||||||||
| Included in Other gains and losses - net | ||||||||||||||||||||||||||
| Realized (losses) / gains on commodities derivatives - net (A) | ( | ( | ||||||||||||||||||||||||
| Unrealized gains on commodities derivatives - net | ||||||||||||||||||||||||||
(A)Commodity derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated Statement of Cash Flows.
-22-
NOTE 13 - PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | |||||||||||||||||||||||||||||||||
| Current service cost | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Interest cost | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||||||||||||||||||||
| Amortization of past service gain | |||||||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial gain | |||||||||||||||||||||||||||||||||||||||||
| Total net pension and other long-term benefit cost | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
NOTE 14 - PROVISIONS
| At September 30, 2025 | At December 31, 2024 | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | Current | Non-current | Current | Non-current | ||||||||||||||||||||||
| Close down and environmental remediation costs | ||||||||||||||||||||||||||
| Restructuring costs | ||||||||||||||||||||||||||
| Legal claims and other costs | ||||||||||||||||||||||||||
| Total provisions | ||||||||||||||||||||||||||
Close down, environmental and remediation costs
Environmental remediation costs are accounted for based on the Group's best estimate of the costs of its environmental clean-up obligations. The Group also records provisions for close down and restoration efforts based on the net present value of estimated future costs of the dismantling and demolition of infrastructure and the removal of residual material of disturbed areas. These provisions are expected to be settled over the next 40 years depending on the nature of the disturbance and the technical remediation plans.
Contingencies
-23-
NOTE 15 - SHARE CAPITAL
Share capital amounted to €2,936,397.68 at September 30, 2025, divided into 146,819,884 ordinary shares, each with a nominal value of €0.02 and fully paid-up. All shares are of the same class and, except for treasury shares, have the right to one vote each.
| (in millions of U.S. dollars) | ||||||||||||||||||||
| Number of shares | Ordinary shares | Additional paid in capital | ||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||
| At September 30, 2025 (A) | ||||||||||||||||||||
(A)Includes 9,018,105 and 3,296,576 treasury shares at September 30, 2025 and December 31, 2024, respectively. The number of outstanding shares amounted to 137,801,779 and 143,523,308 at September 30, 2025 and December 31, 2024, respectively.
NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables summarize the change in the components of accumulated other comprehensive income / loss, excluding non-controlling interests, for the periods presented:
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2025 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) before reclassification | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2025 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) before reclassification | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2024 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
-24-
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) before reclassification | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2025 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) | ||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) before reclassification | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2024 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 17 - SHARE-BASED COMPENSATION
Performance-Based Restricted Stock Units (equity-settled)
During the nine months ended September 30, 2025, the Company granted 1,154,859 Performance-Based Restricted Stock Units ("PSUs") to selected employees of the Group. The fair value of PSU awards with performance and service conditions is estimated using the value of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market conditions is estimated using a Monte Carlo simulation model on the date of grant.
These units vest if the following conditions are met:
•A vesting condition under which the beneficiaries must be continuously at the service of the Company through the end of a three-year vesting period; and
•A performance condition, contingent on the TSR performance of Constellium shares over the vesting period compared to the TSR of specified indices. PSUs will ultimately vest based on a vesting multiplier which ranges from 0 % to 200 %.
-25-
The following table lists the inputs to the valuation model used for the PSUs granted during the nine months ended September 30, 2025:
| 2025 PSUs | ||||||||
| Fair value at grant date (in dollars) | ||||||||
| Share price at grant date (in dollars) | ||||||||
| Dividend yield | ||||||||
| Expected volatility (A) | ||||||||
| Risk-free interest rate (US government bond yield) | ||||||||
(A)Volatility in the share prices of the Company and companies included in indices were estimated based on observed historical volatilities over a period equal to the PSU vesting period.
Restricted Stock Units Award Agreements (equity-settled)
During the nine months ended September 30, 2025, the Company granted 1,026,520 Restricted Stock Units (RSUs) to selected employees of the Group subject to the beneficiaries remaining continuously employed by or at the service of the Group from the grant date to the end of the three-year vesting period. The fair value of the RSUs awarded is $11.90 , being the quoted market price at grant date.
Expense recognized during the period
Total share-based compensation expense was $20 million and $18 million for the nine months ended September 30, 2025 and 2024, respectively and $7 million and $5 million for the three months ended September 30, 2025 and 2024.
At September 30, 2025, unrecognized compensation expense related to the RSUs was $18 million, which will be recognized over the remaining weighted average vesting period of 2.0 years, and unrecognized compensation expense related to the PSUs was $29 million, which will be recognized over the remaining weighted average vesting period of 2.0 years.
Vested plan during the period
Fair values of vested RSUs and PSUs amounted to $24 million for nine months ended September 30, 2025. They are excluded from the Statement of Cash flows as non-cash financing activities.
-26-
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial statements prepared under U.S. GAAP at September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 and our unaudited interim condensed consolidated financial statements at September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 which are included in this Quarterly 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 in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2024 (see in particular "Special Note about Forward-Looking Statements" and "Item 1A. Risk Factors"), which was filed with the SEC on February 28, 2025.
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
We are a global leader in the development, manufacture and sale of a broad range of highly engineered, value-added specialty rolled and extruded aluminum products to the aerospace, packaging, automotive, commercial transportation, general industrial and defense end-markets. At September 30, 2025, we operated 24 production facilities, 3 R&D centers and 3 administrative centers.
We serve a diverse set of customers across a broad range of end-markets with different product needs, specifications and requirements. Our business is organized into three operating segments:
•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.
•Our Packaging & Automotive Rolled Products ("P&ARP") operating 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.
•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, and 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.
Management Review and Outlook
Constellium delivered strong results in the third quarter despite the uncertain economic environment. During the quarter, we repurchased 1.7 million shares for $25 million. Looking across our end markets, packaging demand remained healthy in the quarter, and we continued to benefit from improved operational performance at Muscle Shoals. Aerospace demand remained stable though commercial aerospace OEMs continued to deal with supply chain challenges. Automotive demand remained weak in Europe and relatively stable in North America. Industrial market conditions in North America and Europe became more stable, and our shipments in Europe improved in the quarter given the post-flood recovery in Valais (Switzerland). We expect recent demand trends in our end markets to continue through the remainder of 2025 and the overall macroeconomic environment to remain relatively stable, and we expect to benefit from recent market dynamics, including improved scrap spreads in North America. We are proactively managing the business to the current environment. We remain focused on executing on our strategy, driving operational performance, generating Free Cash Flow and increasing shareholder value.
-27-
Key Factors Influencing Constellium’s Financial Condition and Results from Operations
Economic, Geopolitical and General Market Conditions
We are directly impacted by the economic conditions that affect our customers and the markets in which they operate. General economic and market conditions, such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, the rapid development of technology, 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.
During the first nine months ended September 30, 2025, we continued to monitor geopolitical and economic instability, globally. During the third quarter, there was continued uncertainty related to tariffs and trade wars, and their short and long-term impacts on the Company. Global and regional economies continue to be impacted by armed conflicts, sanctions, and volatility. 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 seek to address adverse effects or disruptions to our operations as they arise.
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBB Act") was enacted in the U.S. The OBBB Act contains numerous tax provisions that, among other things, permanently extend certain provisions of the Tax Cut and Jobs Act and other changes to existing U.S. federal tax law and regulatory rules. Certain provisions of the law have effective dates ranging from 2025 through 2027. The Company currently does not anticipate that the OBBB Act will have a significant impact on its financial results for the fiscal year 2025.
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 has stabilized following the sharp recovery post-COVID as OEMs continue to face 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, demand for aluminum can packaging has been fairly resilient during various economic cycles. 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, affordability, 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.
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 the extent possible to achieve aluminum price neutrality.
Aluminum prices have risen in 2025, especially in the U.S. following the tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the three and nine months ended September 30, 2025 and 2024 are presented below.
-28-
| Three months ended September 30, | Nine months ended September 30, | Percent changes QTD | Percent changes YTD | |||||||||||||||||||||||||||||||||||
| (U.S. dollars per ton) | 2025 | 2024 | 2025 | 2024 | 2025 vs 2024 | 2025 vs 2024 | ||||||||||||||||||||||||||||||||
Average LME transaction price | 2,618 | 2,382 | 2,566 | 2,366 | 10 | % | 8 | % | ||||||||||||||||||||||||||||||
| Average Midwest premium | 1,566 | 416 | 1,095 | 421 | 276 | % | 160 | % | ||||||||||||||||||||||||||||||
Average all-in aluminum price U.S. | 4,184 | 2,798 | 3,661 | 2,787 | 50 | % | 31 | % | ||||||||||||||||||||||||||||||
Average LME transaction price | 2,618 | 2,382 | 2,566 | 2,366 | 10 | % | 8 | % | ||||||||||||||||||||||||||||||
| Average Rotterdam premium | 212 | 340 | 233 | 303 | (38) | % | (23) | % | ||||||||||||||||||||||||||||||
Average all-in aluminum price Europe | 2,830 | 2,722 | 2,799 | 2,669 | 4 | % | 5 | % | ||||||||||||||||||||||||||||||
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 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 typically 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. dollars into our reporting currency, the U.S. dollar.
-29-
Results of Operations for the three and nine months ended September 30, 2025 and 2024
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars and as a % of revenue) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | 2,166 | 100 | % | 1,802 | 100 | % | 6,248 | 100 | % | 5,614 | 100 | % | ||||||||||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | (1,852) | 86 | % | (1,597) | 89 | % | (5,408) | 87 | % | (4,884) | 87 | % | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (84) | 4 | % | (76) | 4 | % | (244) | 4 | % | (227) | 4 | % | ||||||||||||||||||||||||||||||||||||||
| Selling and administrative expenses | (85) | 4 | % | (66) | 4 | % | (251) | 4 | % | (221) | 4 | % | ||||||||||||||||||||||||||||||||||||||
| Research and development expenses | (12) | 1 | % | (11) | 1 | % | (37) | 1 | % | (39) | 1 | % | ||||||||||||||||||||||||||||||||||||||
| Other gains and losses - net | 20 | 1 | % | (2) | — | % | 19 | — | % | (7) | — | % | ||||||||||||||||||||||||||||||||||||||
| Finance costs - net | (27) | 1 | % | (31) | 2 | % | (83) | 1 | % | (83) | 1 | % | ||||||||||||||||||||||||||||||||||||||
| Income before tax | 126 | 6 | % | 19 | 1 | % | 244 | 4 | % | 153 | 3 | % | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | (38) | 2 | % | (11) | 1 | % | (82) | 1 | % | (46) | 1 | % | ||||||||||||||||||||||||||||||||||||||
| Net income | 88 | 4 | % | 8 | — | % | 162 | 3 | % | 107 | 2 | % | ||||||||||||||||||||||||||||||||||||||
| Shipment volumes (in kt) | 373 | n/a | 352 | n/a | 1,130 | n/a | 1,110 | n/a | ||||||||||||||||||||||||||||||||||||||||||
Revenue
For the three months ended September 30, 2025, Revenue increased 20% to $2,166 million from $1,802 million for the three months ended September 30, 2024. This increase reflected higher shipments and higher revenue per ton.
For the three months ended September 30, 2025, sales volumes increased 6% to 373 kt from 352 kt for the three months ended September 30, 2024. This increase reflected a 4% increase in volumes for A&T, a 5% increase in volumes for P&ARP and a 14% increase in volumes for AS&I.
For the nine months ended September 30, 2025, Revenue increased 11% to $6,248 million from $5,614 million for the nine months ended September 30, 2024. This increase reflected higher shipments and higher revenue per ton.
For the nine months ended September 30, 2025, sales volumes increased 2% to 1,130 kt from 1,110 kt for the nine months ended September 30, 2024. This increase reflected a 4% increase in volumes for P&ARP, partially offset by a 7% decrease in volumes for A&T and a 1% decrease in volumes for AS&I.
Our revenue is discussed in more detail in the “Segment Results” section.
Cost of Sales
For the three months ended September 30, 2025, Cost of sales increased 16% to $1,852 million from $1,597 million for the three months ended September 30, 2024. This increase in Cost of sales was primarily driven by a 21% increase in raw materials and consumables as a result of higher metal prices and higher sales volumes.
For the nine months ended September 30, 2025, Cost of sales increased 11% to $5,408 million from $4,884 million for the nine months ended September 30, 2024. This increase in Cost of sales was primarily driven by a 16% increase in raw materials and consumables primarily as a result of higher metal prices.
Selling and Administrative Expenses
For the three months ended September 30, 2025, Selling and administrative expenses increased 29% to $85 million from $66 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in labor costs, partially offset by lower headcount.
For the nine months ended September 30, 2025, Selling and administrative expenses increased 14% to $251 million from $221 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in labor costs and costs associated with corporate transformation projects, partially offset by lower headcount.
-30-
Research and Development Expenses
For the three months ended September 30, 2025, Research and development expenses increased by 9% to $12 million from $11 million for the three months ended September 30, 2024. This increase was primarily driven by the impact of foreign exchange translation.
For the nine months ended September 30, 2025, Research and development expenses decreased 5% to $37 million from $39 million for the nine months ended September 30, 2024. This decrease was primarily driven by a decrease in project spend.
Other Gains and Losses, net
The following table provides an analysis of realized and unrealized gains and losses by nature of exposure:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Realized gains / (losses) on foreign currency derivatives - net | 6 | (1) | 6 | (5) | ||||||||||||||||||||||
| Realized gains / (losses) on commodities derivatives - net | 4 | (9) | (15) | 8 | ||||||||||||||||||||||
| Realized gains / (losses) on derivatives | 10 | (10) | (9) | 3 | ||||||||||||||||||||||
| Unrealized (losses) / gains on foreign currency derivatives - net | (6) | 15 | 32 | 3 | ||||||||||||||||||||||
| Unrealized gains on commodities derivatives - net | 19 | 4 | 2 | 16 | ||||||||||||||||||||||
| Unrealized gains on derivatives at fair value through profit and loss - net | 13 | 19 | 34 | 19 | ||||||||||||||||||||||
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 / (losses) on derivatives for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 primarily reflected the fluctuation in commodity and energy prices.
Changes in unrealized (losses) / gains on derivatives for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 primarily reflected the fluctuation in foreign exchange.
Other Gains and Losses, net are further discussed in Note 4 to the unaudited interim condensed financial statements.
Finance Costs, net
For the three months ended September 30, 2025, Finance costs, net decreased 13% to $27 million from $31 million for the three months ended September 30, 2024. This decrease primarily reflected higher net realized and unrealized gains on debt derivatives, partially offset by higher interest expense compared to the three months ended September 30, 2024. In the three months ended September 30, 2024, Finance costs, net also included $3 million of write-off of unamortized issuance costs related to the redemption of our Senior Notes that were due in 2026.
For the nine months ended September 30, 2025, Finance costs, net were stable at $83 million compared to the nine months ended September 30, 2024.
-31-
Income Tax
For the three months ended September 30, 2025 and 2024, Income tax was an expense of $38 million and $11 million, respectively. For the nine months ended September 30, 2025 and 2024, Income tax was an expense of $82 million and $46 million, respectively.
Our effective tax rate was 30.2% and 57.9% of income before tax for the three months ended September 30, 2025 and 2024, respectively, and 33.8% and 29.9% of income before tax for the nine months ended September 30, 2025 and 2024, respectively.
The effective tax rate for the three and nine months ended September 30, 2025 includes the impact of the temporary surtax in France enacted in February 2025, and increased the statutory tax rate in 2025 from 25.82% in 2024 to an estimate of 29.52%. The difference between the effective tax rate and the statutory tax rate for the three and nine months ended September 30, 2025 and 2024, respectively was primarily due to the geographical mix of the pre-tax results and losses in certain jurisdictions where a full valuation allowance was recorded.
-32-
Segment Results
Segment Revenue
The following table sets forth the revenue for our three operating segments and Holdings and Corporate for the periods presented:
n.m. not meaningful
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars and as a % of revenue) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| A&T | 481 | 22 | % | 421 | 23 | % | 1,441 | 23 | % | 1,386 | 25 | % | ||||||||||||||||||||||||||||||||||||||
| P&ARP | 1,307 | 60 | % | 1,090 | 60 | % | 3,729 | 60 | % | 3,187 | 57 | % | ||||||||||||||||||||||||||||||||||||||
| AS&I | 409 | 19 | % | 323 | 18 | % | 1,211 | 19 | % | 1,103 | 20 | % | ||||||||||||||||||||||||||||||||||||||
| Holdings and Corporate | 1 | — | % | — | — | % | 3 | — | % | 4 | — | % | ||||||||||||||||||||||||||||||||||||||
| Inter-segment eliminations | (32) | n.m | (32) | n.m | (136) | n.m | (66) | n.m | ||||||||||||||||||||||||||||||||||||||||||
| Total revenue | 2,166 | 100 | % | 1,802 | 100 | % | 6,248 | 100 | % | 5,614 | 100 | % | ||||||||||||||||||||||||||||||||||||||
The following table sets forth the shipments for our three operating segments for the periods presented:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in kt and as a % of shipments) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| A&T | 50 | 13 | % | 48 | 14 | % | 154 | 14 | % | 165 | 15 | % | ||||||||||||||||||||||||||||||||||||||
| P&ARP | 275 | 74 | % | 261 | 74 | % | 820 | 73 | % | 787 | 71 | % | ||||||||||||||||||||||||||||||||||||||
| AS&I | 48 | 13 | % | 42 | 12 | % | 155 | 14 | % | 157 | 14 | % | ||||||||||||||||||||||||||||||||||||||
| Total shipments | 373 | 100 | % | 352 | 100 | % | 1,130 | 100 | % | 1,110 | 100 | % | ||||||||||||||||||||||||||||||||||||||
A&T
For the three months ended September 30, 2025, revenue in our A&T segment increased 14% to $481 million from $421 million for the three months ended September 30, 2024, reflecting higher shipments and higher revenue per ton, including higher metal prices. A&T shipments were up 4%, or 2 kt, due to higher Transportation, Industry and Defense rolled product shipments, partially offset by lower Aerospace rolled product shipments.
For the nine months ended September 30, 2025, revenue in our A&T segment increased 4% to $1,441 million from $1,386 million for the nine months ended September 30, 2024, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. A&T shipments were down 7%, or 11 kt, due to lower Aerospace and Transportation, Industry and Defense rolled products shipments.
P&ARP
For the three months ended September 30, 2025, revenue in our P&ARP segment increased 20% to $1,307 million from $1,090 million for the three months ended September 30, 2024, reflecting higher shipments and higher revenue per ton, including higher metal prices. P&ARP shipments were up 5% or 14 kt compared to the three months ended September 30, 2024, due to higher Packaging rolled products shipments, partially offset by lower Automotive and Specialty rolled products shipments.
For the nine months ended September 30, 2025, revenue in our P&ARP segment increased 17% to $3,729 million from $3,187 million for the nine months ended September 30, 2024, reflecting higher shipments and higher revenue per ton, including higher metal prices. P&ARP shipments were up 4% or 33 kt, due to higher Packaging rolled products shipments, partially offset by lower Automotive and Specialty rolled products shipments.
-33-
AS&I
For the three months ended September 30, 2025, revenue in our AS&I segment increased 27% to $409 million from $323 million for the three months ended September 30, 2024, primarily reflecting higher shipments and higher revenue per ton, including higher metal prices. AS&I shipments were up 14%, or 6 kt, due to higher Other extruded product shipments, partially offset by lower Automotive extruded product shipments.
For the nine months ended September 30, 2025, revenue in our AS&I segment increased 10% to $1,211 million from $1,103 million for the nine months ended September 30, 2024, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. AS&I shipments were down 1%, or 2 kt, due to lower Automotive extruded products shipments, partially offset by higher Other extruded products shipments.
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 Accounting Standards Codification (ASC) Topic 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 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:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. dollars and as a % of revenue) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| A&T | 90 | 19 | % | 54 | 13 | % | 256 | 18 | % | 235 | 17 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| P&ARP | 82 | 6 | % | 72 | 7 | % | 217 | 6 | % | 186 | 6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AS&I | 33 | 8 | % | 7 | 2 | % | 67 | 6 | % | 70 | 6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holdings and Corporate | (9) | n.m | (2) | n.m | (32) | n.m | (15) | n.m | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n.m. not meaningful
The reconciliation of Segment Adjusted EBITDA is disclosed in Note 3 to the unaudited condensed interim financial statements.
-34-
The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each one of our three segments:
| (in millions of U.S. dollars) | A&T | P&ARP | AS&I | |||||||||||||||||
| Segment Adjusted EBITDA for the three months ended September 30, 2024 | 54 | 72 | 7 | |||||||||||||||||
| Volume | 6 | 11 | 9 | |||||||||||||||||
| Price and product mix | 11 | 3 | 18 | |||||||||||||||||
| Costs | 16 | (7) | (3) | |||||||||||||||||
| Foreign exchange and other | 3 | 3 | 2 | |||||||||||||||||
| Segment Adjusted EBITDA for the three months ended September 30, 2025 | 90 | 82 | 33 | |||||||||||||||||
| (in millions of U.S. dollars) | A&T | P&ARP | AS&I | |||||||||||||||||
| Segment Adjusted EBITDA for the nine months ended September 30, 2024 | 235 | 186 | 70 | |||||||||||||||||
| Volume | (32) | 29 | (4) | |||||||||||||||||
| Price and product mix | (6) | 5 | (1) | |||||||||||||||||
| Costs | 55 | (7) | 1 | |||||||||||||||||
| Foreign exchange and other | 4 | 4 | 1 | |||||||||||||||||
| Segment Adjusted EBITDA for the nine months ended September 30, 2025 | 256 | 217 | 67 | |||||||||||||||||
A&T
For the three months ended September 30, 2025, Adjusted EBITDA in our A&T segment increased 67% to $90 million from $54 million for the three months ended September 30, 2024, primarily as a result of higher volumes, favorable price and mix, lower operating costs and favorable impact from foreign exchange translation. In the three months ended September 30, 2024, Segment Adjusted EBITDA included an $8 million negative impact from the flood in Valais (Switzerland). For the three months ended September 30, 2025, Adjusted EBITDA per metric ton increased by 61% to $1,807 per ton from $1,122 per ton for the three months ended September 30, 2024.
For the nine months ended September 30, 2025, Adjusted EBITDA in our A&T segment increased 9% to $256 million from $235 million for the nine months ended September 30, 2024, primarily as a result of lower operating costs and favorable impact from foreign exchange translation, partially offset by lower volumes and unfavorable price and mix. In the nine months ended September 30, 2024, Segment Adjusted EBITDA included an $8 million negative impact from the flood in Valais (Switzerland). For the nine months ended September 30, 2025, Adjusted EBITDA per ton increased 17% to $1,662 per ton from $1,422 per ton for the nine months ended September 30, 2024.
P&ARP
For the three months ended September 30, 2025, Adjusted EBITDA in our P&ARP segment increased 14% to $82 million from $72 million for the three months ended September 30, 2024, primarily as a result of higher volumes with improved Muscle Shoals performance, favorable price and mix and favorable impact from foreign exchange translation, partially offset by higher operating costs including the unfavorable impact from tariffs. For the three months ended September 30, 2025, Adjusted EBITDA per metric ton increased by 8% to $298 per ton from $275 per ton for the three months ended September 30, 2024.
For the nine months ended September 30, 2025, Adjusted EBITDA in our P&ARP segment increased 17% to $217 million from $186 million for the nine months ended September 30, 2024, primarily as a result of higher volumes with improved Muscle Shoals performance, favorable price and mix, lower operating costs and favorable impact from foreign exchange translation, partially offset by unfavorable metal costs. In the nine months ended September 30, 2024, Muscle Shoals results were impacted by a weather-related event in January 2024. For the nine months ended September 30, 2025, Adjusted EBITDA per ton increased 12% to $265 per ton from $236 per ton for the nine months ended September 30, 2024.
AS&I
For the three months ended September 30, 2025, Segment Adjusted EBITDA in our AS&I segment increased 371% to $33 million from $7 million for the three months ended September 30, 2024, as a result of higher volumes, favorable price and mix, primarily driven by a net customer compensation for underperformance of an automotive program, partially offset by
-35-
higher operating costs including the unfavorable impact from tariffs. In the three months ended September 30, 2024, Segment Adjusted EBITDA included a $10 million negative impact from the flood in Valais (Switzerland). For the three months ended September 30, 2025, Adjusted EBITDA per ton increased 314% to $683 per ton from $165 per ton for the three months ended September 30, 2024.
For the nine months ended September 30, 2025, Adjusted EBITDA in our AS&I segment decreased by 4% to $67 million from $70 million for the nine months ended September 30, 2024, primarily as a result of lower volumes, unfavorable price and mix and the unfavorable impact from tariffs, partially offset by a net customer compensation for underperformance of an automotive program and lower operating costs. In the nine months ended September 30, 2024, Segment Adjusted EBITDA included a $10 million negative impact from the flood in Valais (Switzerland). For the nine months ended September 30, 2025, Adjusted EBITDA per metric ton decreased by 3% to $431 per ton from $445 per ton for the nine months ended September 30, 2024.
Holdings & Corporate
Segment Adjusted EBITDA results for our Holdings and Corporate segment reflected costs of $9 million and $2 million, for the three months ended September 30, 2025 and 2024, respectively. This increase mainly results from higher accrued labor costs. Segment Adjusted EBITDA results for our Holdings and Corporate segment reflected costs of $32 million and $15 million for the nine months ended September 30, 2025 and 2024, respectively. This increase mainly results from higher accrued labor costs and costs associated with corporate transformation projects.
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. dollars, we generally enter into combinations of forward contracts with financial institutions, selling forward U.S. dollars 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 September 30, 2025 and December 31, 2024.
At September 30, 2025, we had $831 million of total liquidity, comprised of $122 million in cash and cash equivalents, $471 million of availability under our Pan-U.S. ABL facility, $121 million of availability under our factoring arrangements and $117 million of availability under our French Inventory Facility.
Factored receivables under non-recourse arrangements were $419 million and $376 million at September 30, 2025 and December 31, 2024, respectively.
-36-
Constellium Muscle Shoals LLC's factoring agreement was amended in September 2025, and the maturity was extended to September 2027.
Cash Flows
The following table summarizes our operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
| Nine months ended September 30, | ||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | ||||||||||||||||||
| Net Cash Flows from / (used in) | ||||||||||||||||||||
| Operating activities | 271 | 240 | ||||||||||||||||||
| Investing activities | (200) | (188) | ||||||||||||||||||
| Financing activities | (103) | (106) | ||||||||||||||||||
| Net (decrease) / increase in cash and cash equivalents, excluding the effect of exchange rate changes | (32) | (54) | ||||||||||||||||||
Net Cash Flows from Operating Activities
For the nine months ended September 30, 2025, net cash flows from operating activities were $271 million, a $31 million increase from $240 million in the nine months ended September 30, 2024. This change primarily reflects an $83 million increase in cash flows from operating activities before working capital and a $52 million decrease in cash flows from working capital usage.
For the nine months ended September 30, 2025, changes in working capital were attributable to (i) an increase in inventory of $109 million, primarily driven by higher ending metal prices; (ii) an increase in trade receivables of $280 million primarily driven by higher activity levels and higher ending metal prices; and (iii) an increase in trade payables of $221 million, primarily driven by higher metal purchases due to higher activity levels and higher ending metal prices.
For the nine months ended September 30, 2024, changes in working capital were attributable to (i) an increase in inventory of $60 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $158 million primarily driven by higher activity levels and higher ending metal prices, partially offset by $63 million of deferred purchase price receivables from factoring; and (iii) an increase in trade payables of $124 million, primarily driven by increased metal purchases due to higher activity levels and higher ending metal prices.
Net Cash Flows used in Investing Activities
For the nine months ended September 30, 2025 and 2024, net cash flows used in investing activities were $200 million and $188 million, respectively. For the nine months ended September 30, 2025, capital expenditures were $203 million. For the nine months ended September 30, 2024, capital expenditures were $255 million and included the recycling investment in France. In the nine months ended September 30, 2024, collection of deferred purchase price receivables from factoring was $63 million.
Capital expenditures by segment are detailed in Note 3.3 of our audited Consolidated Financial Statements.
Net Cash Flows used in Financing Activities
For the nine months ended September 30, 2025, net cash flows used in financing activities were $103 million, primarily reflecting share repurchases, additional borrowings under the Pan-U.S. ABL facility as well as realized foreign exchange losses on net debt hedging instruments due to the weakening of the U.S. dollar. During the nine months ended September 30, 2025, Constellium repurchased 6.5 million shares of the Company's ordinary shares for $75 million.
For the nine months ended September 30, 2024, net cash flows used in financing activities were $106 million, primarily reflecting share repurchases and the impact of the August 2024 refinancing. During the nine months ended September 30, 2024, Constellium repurchased 3.1 million shares of the Company's ordinary shares for $60 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.
-37-
Contractual obligations
Except as otherwise disclosed in this Quarterly Report, there have been no changes in our material short-term and long-term contractual cash obligations other than in the ordinary course of business since December 31, 2024. See Note 15.4, Note 21 and Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
Principal Accounting Policies, Critical Accounting Estimates and Key Judgments
Our principal accounting policies are set out in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. New standards and interpretations not yet adopted are set out in Note 1 to the unaudited Consolidated Financial Statements, which appear elsewhere in this Quarterly Report.
The preparation of our consolidated financial statements requires management to make judgments, 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 in Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations - Principal Accounting Policies, Critical Accounting Estimates and Key Judgments” of our Annual Report on Form 10-K for the year ended December 31, 2024. 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. There have been no material changes in our critical accounting estimates since December 31, 2024.
Recently Issued Accounting Standards
See Note 1- Basis of Presentation and Recent Accounting Pronouncements to our accompanying unaudited interim 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.
-38-
The following table reconciles our net income to our Adjusted EBITDA:
1Adjusted EBITDA includes the non-cash impact of metal price lag
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (in millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income | 88 | 8 | 162 | 107 | ||||||||||||||||||||||
| Income tax expense | 38 | 11 | 82 | 46 | ||||||||||||||||||||||
| Finance costs - net | 27 | 31 | 83 | 83 | ||||||||||||||||||||||
| Expenses on factoring arrangements | 5 | 6 | 16 | 16 | ||||||||||||||||||||||
| Depreciation and amortization | 84 | 76 | 244 | 227 | ||||||||||||||||||||||
| Impairment of assets (A) | — | 5 | — | 13 | ||||||||||||||||||||||
| Restructuring costs | 1 | 4 | 3 | 7 | ||||||||||||||||||||||
| Unrealized gains on derivatives | (13) | (19) | (34) | (19) | ||||||||||||||||||||||
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | (1) | 1 | (1) | (1) | ||||||||||||||||||||||
| Pension and other post-employment benefits - non - operating gains | (3) | (3) | (10) | (10) | ||||||||||||||||||||||
| Share based compensation costs | 7 | 5 | 20 | 18 | ||||||||||||||||||||||
| Losses on disposal | — | 2 | 1 | 3 | ||||||||||||||||||||||
| Other (B) | 2 | — | — | 8 | ||||||||||||||||||||||
Adjusted EBITDA1 | 235 | 127 | 566 | 498 | ||||||||||||||||||||||
of which Metal price lag (C) | 39 | (5) | 59 | 22 | ||||||||||||||||||||||
_______________
(A)For the three and nine months ended September 30, 2024, impairment related to property, plant and equipment in our Valais (Switzerland) operations.
(B)For the nine months ended September 30, 2025, Other mainly includes $9 million of insurance proceeds and $8 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). For the nine months ended September 30, 2024, Other mainly includes $6 million of inventory impairment as a result of the flooding of our facilities in Valais (Switzerland) as well as $4 million of costs associated with non-recurring corporate transformation projects, partially offset by a $2 million gain from the acquisition of the non-controlling interests of Railtech Alu-Singen.
(C)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, which is a non-cash financial impact. 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In addition to the risks inherent in our operations, we are exposed to a variety market risks (including foreign currency exchange, interest rate and commodity price risk). Our exposure to market risk has not changed materially since December 31, 2024. Further information can be found in Item 7A. and Note 16 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
-39-
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, at the end of the period covered by this Quarterly Report, and they have concluded that these controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the third quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
-40-
PART II
Item 1. Legal Proceedings
Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended December 31, 2024, for information concerning material legal proceedings with respect to the Company. There have been no material developments since December 31, 2024.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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.
At September 30, 2025, approximately $146 million was remaining under the Company’s share repurchase program. Since the inception of the share repurchase program up to September 30, 2025, approximately 11.2 million shares have been repurchased under the plan for approximately $154 million. In the third quarter of 2025, approximately 1.7 million shares were repurchased under the plan for approximately $25 million. More information about our share repurchase program is available in Part II, Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Purchases of Equity Securities by the Issuer and Affiliated Purchasers” of our Annual Report on Form 10-K for the year ended December 31, 2024.
The following table provides certain information with respect to our share purchases during the quarter ended September 30, 2025.
| Period | Total number of shares purchased | Average price paid per share (in U.S. dollars) | Total number of shares purchased as part of publicly announced plans or programs | Maximum approximate dollar value of shares that may yet be purchased under the program | ||||||||||||||||||||||
| July 1 - July 31, 2025 | 925,000 | 13.92 | 925,000 | 158,339,639 | ||||||||||||||||||||||
| August 1 - August 31, 2025 | 158,950 | 13.35 | 158,950 | 156,217,387 | ||||||||||||||||||||||
| September 1 - September 30, 2025 | 653,294 | 15.31 | 653,294 | 146,217,393 | ||||||||||||||||||||||
| Total | 1,737,244 | 14.39 | 1,737,244 | 146,217,393 | ||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
-41-
Item 6. Exhibits
Exhibit | Description | ||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
101.INS | Inline XBRL Instance Document** | ||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document** | ||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | ||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | ||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | ||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)** | ||||
* Furnished herewith.
** Filed herewith.
† Indicates a management contract or compensatory plan.
-42-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Constellium SE | |||||||||||
| Date: | October 29, 2025 | By: | /s/ Jean-Marc Germain | ||||||||
Name: Jean-Marc Germain | |||||||||||
Title: Chief Executive Officer and Director | |||||||||||
Date: | October 29, 2025 | By: | /s/ Jack Guo | ||||||||
Name: Jack Guo | |||||||||||
Title: Executive Vice President & Chief Financial Officer | |||||||||||
-43-
EXECUTION VERSION Constellium: Fourth Omnibus Amendment 1751887922 FOURTH OMNIBUS AMENDMENT This FOURTH OMNIBUS AMENDMENT, dated as of September 15, 2025 (this “Amendment”) is: (1) THE FOURTH AMENDMENT to the RECEIVABLES SALE AGREEMENT, between Constellium Muscle Shoals LLC, as seller (the “RSA Seller”) and Constellium Muscle Shoals Funding III LLC, as purchaser (the “RSA Purchaser”); and (2) THE FOURTH AMENDMENT to the RECEIVABLES PURCHASE AGREEMENT, among Constellium Muscle Shoals Funding III LLC, as seller (the “RPA Seller”), the RSA Seller as servicer (the “Servicer”), Deutsche Bank Trust Company Americas, Deutsche Bank AG New York Branch, and each other subsidiary or affiliate of either such party who may from time to time become a party thereto (collectively, “DB”), in such capacity as a purchaser hereunder (each, a “RPA Purchaser”), and Intesa Sanpaolo S.p.A., New York Branch and each subsidiary or affiliate who may from time to time become a party thereto (collectively, “Intesa”), in its capacity as a purchaser thereunder (each, a “Purchaser” and, together with DB, and each of their permitted successors and assigns, collectively, the “Purchasers”), and in its capacity as purchaser representative hereunder (together with its successors and permitted assigns in such capacity, the “Purchaser Representative”). RECITALS WHEREAS, the RSA Seller and the RPA Seller have heretofore entered into the RECEIVABLES SALE AGREEMENT, dated as of September 30, 2021 (as amended, restated, amended and restated, supplemented, assigned or otherwise modified from time to time, the “Receivables Sale Agreement”); WHEREAS, Constellium International SAS (the “Parent”) has heretofore entered into a PERFORMANCE UNDERTAKING, dated as of September 30, 2021, in favor of the RPA Seller with respect to obligations under the Receivables Sale Agreement (as amended, restated, amended and restated, supplemented, assigned or otherwise modified from time to time, the “First Tier Parent Guarantee”); WHEREAS, the RPA Seller, the Servicer, Intesa (in its capacity as Purchaser and Purchaser Representative) and DB (in its capacity as Purchaser) heretofore entered into the RECEIVABLES PURCHASE AGREEMENT, dated as of September 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”; together with the Receivables Sale Agreement, each an “Agreement” and collectively, the “Agreements”); WHEREAS, the Parent has heretofore entered into a PERFORMANCE UNDERTAKING, dated as of September 30, 2021, in favor of the Purchasers with respect to obligations under the Receivables Purchase Agreement (as amended, restated, amended and restated, supplemented, assigned or otherwise modified from time to time, the “Second Tier Parent Guarantee,” and together with the First Tier Parent Guarantee, the “Guarantees”); 2 Constellium: Fourth Omnibus Amendment 1751887922 WHEREAS, the parties hereto seek to modify each of the Agreements upon the terms hereof. NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), the parties hereto agree as follows: SECTION 1. Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) the Agreements, as applicable. SECTION 2. Amendments to the Receivables Sale Agreement. The Receivables Sale Agreement is hereby amended as follows: (a) Schedule 3 of the Receivables Sale Agreement is hereby amended by amending and restating the grid of Applicable Credit Spreads therein as follows: From the date hereof until and including September 30, 2025: Account Debtor Applicable Credit Spread Anheuser-Busch, LLC 1.60% Crown Cork and Seal USA, Inc. 2.05% From October 1, 2025 onwards: Account Debtor Applicable Credit Spread Anheuser-Busch, LLC 1.45% Crown Cork and Seal USA, Inc. 1.95% (b) Exhibit A to the Receivables Sale Agreement is hereby amended by amending and restating the definition of “Purchase Termination Date” as follows: “Purchase Termination Date”: The date which is the earlier of (i) the date on which this Agreement terminates pursuant to Section 2(b) hereof, (ii) the date declared by Purchaser in its sole discretion following the occurrence of a Termination Event, (iii) the date declared by the Seller in accordance with the terms of Section 2(b) hereof, and (iv) September 30, 2027, as such date may be extended in accordance with the terms of Section 2(b) hereof. 3 Constellium: Fourth Omnibus Amendment 1751887922 SECTION 3. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows: (a) The first sentence of Section 2(e) of the Receivables Purchase Agreement is hereby amended and restated as follows: The Seller shall pay to each Purchaser, a commitment fee (the “Commitment Fee”) on the last business day of each calendar quarter (commencing with the calendar quarter ending on December 31, 2021) and on the Purchase Termination Date, to each Purchaser, respectively, in an amount equal to: (i) solely with respect to the first quarterly payment to be paid on December 31, 2021, an amount calculated in arrears on a daily basis at a rate of 0.56% per annum (calculated on a 360-day basis), on the difference between such Purchaser’s Commitment and such Purchaser’s Outstanding Aggregate Purchase Amount on each such day during such period, (ii) with respect to all quarterly payments and respective quarterly periods thereafter until the calendar quarter ending September 30, 2025, an amount calculated in arrears on a daily basis at a rate of 0.60% per annum (calculated on a 360-day basis), on the difference between such Purchaser’s Commitment and such Purchaser’s Outstanding Aggregate Purchase Amount on each such day during such period, and (iii) with respect to all quarterly payments and respective quarterly periods thereafter (commencing with the calendar quarter ending on December 31, 2025), an amount calculated in arrears on a daily basis at a rate of 0.45% per annum (calculated on a 360-day basis), on the difference between such Purchaser’s Commitment and such Purchaser’s Outstanding Aggregate Purchase Amount on each such day during such period. (b) Schedule 3 of the Receivables Purchase Agreement is hereby amended by amending and restating the grid of Applicable Credit Spreads therein as follows: From the date hereof until and including September 30, 2025: Account Debtor Applicable Credit Spread Anheuser-Busch, LLC 1.60% Crown Cork and Seal USA, Inc. 2.05% From October 1, 2025 onwards: Account Debtor Applicable Credit Spread Anheuser-Busch, LLC 1.45% Crown Cork and Seal USA, Inc. 1.95% 4 Constellium: Fourth Omnibus Amendment 1751887922 (c) Exhibit A to the Receivables Purchase Agreement is hereby amended by amending and restating the following definition: “Purchase Termination Date”: With respect to any Purchaser (it being understood if one Purchaser elects to terminate and one Purchaser elects to not so terminate, this Agreement shall be deemed to be terminated as to the terminating Purchaser, and remain in full force and effect with respect to the Purchaser who does not so terminate), the date which is the earlier of (i) the date on which this Agreement terminates pursuant to Section 2(b) hereof, (ii) the date declared by a Purchaser in its sole discretion following the occurrence of a Termination Event with respect to such Purchaser, (iii) the date declared by the Seller in accordance with the terms of Section 2(b) hereof, and (iv) September 30, 2027, as such date may be extended in accordance with the terms of Section 2(b) hereof. SECTION 4. Consents and Limited Waiver. (a) The Parent hereby (a) consents to the RSA Seller and the RPA Seller entering into this Amendment, (b) confirms and restates its obligations under the First Tier Parent Guarantee and the Second Tier Parent Guarantee with respect to (i) the effectiveness of the Receivables Sale Agreement and the Receivables Purchase Agreement, respectively, each of which may be amended from time to time. The Parent further confirms and agrees that the First Tier Parent Guarantee and the Second Tier Parent Guarantee have not been annulled, revoked, rescinded or terminated prior to the date hereof. (b) With respect to the Receivables Sale Agreement, the RSA Purchaser hereby consents to this Amendment, and unilaterally waives it’s right to a thirty (30) day prior written notice under Section 2(g) of the Receivables Sale Agreement. Such limited waiver shall be effective only in this specific instance and for the purpose for which given. SECTION 5. Condition to Effectiveness. This Amendment shall become effective on the later of the date hereof or the date on which all of the following conditions have been satisfied (the “Effective Date”): (a) each of the parties hereto shall have received counterparts of this Amendment executed by each of the other parties hereto (including facsimile or e-mail signature pages); and (b) the representations and warranties contained in each of the Agreements and in this Amendment shall be true and correct both as of the date hereof and immediately after giving effect to this Amendment. SECTION 6. Representations and Warranties. Each of the RSA Seller, RPA Seller and the Parent, on and as of the date hereof, make the following representations and warranties: (a) Authority. Each such party has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Agreements (as amended hereby) and the Guarantees, as the case may be. The execution, delivery and performance by such party of this Amendment and the performance of the Agreements (as
5 Constellium: Fourth Omnibus Amendment 1751887922 amended hereby) and the Guarantees, as the case may be, have been duly approved by all necessary corporate action, and no other corporate proceedings are necessary to consummate such transactions; (b) Enforceability. This Amendment has been duly executed and delivered by it. Each of the Agreements (as amended hereby) and the Guarantees, as the case may be, is a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors and to general principles of equity, and is in full force and effect; (c) Representations, Warranties and Covenants. Each such party’s representations, warranties and covenants contained in the Agreements and the Guarantees, as the case may be (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof), are correct on and as of the date hereof as though made on and as of the date hereof; and (d) No Termination Event. No Termination Event has occurred and is continuing. SECTION 7. Effect of Amendment; Ratification. (a) Upon the effectiveness of this Amendment, (i) all references in the Receivables Sale Agreement or in any other Transaction Document to “the Receivables Sale Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Sale Agreement, shall be deemed to be references to the Receivables Sale Agreement as amended by this Amendment and (ii) all references in the Receivables Purchase Agreement or in any other Transaction Document to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. (b) Except as specifically amended hereby, the Agreements and all other Transaction Documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed in all respects. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right (except as explicitly provided in Section 4(b) above), power or remedy of the Purchaser or any of its assignees under the Agreements or any other Transaction Document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. (d) All reasonable costs and expenses of the Purchaser Representative related to the preparation, negotiation and delivery of this Amendment shall be for the account of and promptly paid by the RSA Seller. SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be 6 Constellium: Fourth Omnibus Amendment 1751887922 deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. SECTION 9. Governing Law. This Amendment shall be governed by the laws of the State of New York, without giving effect to conflict of laws principles that would require the application of the law of any other jurisdiction. SECTION 10. Transaction Document. This Amendment shall be a Transaction Document under each of the Agreements. SECTION 11. Section Headings. The various headings of the Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreements or any provision hereof or thereof. SECTION 12. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment. [Signatures follow] S-2 Constellium: Fourth Omnibus Amendment 1751887922 INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as a Purchaser and as Purchaser Representative By:______________________________________ Name:____________________________________ Title:_____________________________________ By:______________________________________ Name:____________________________________ Title:_____________________________________ Intesa’s Total Aggregate Commitment pursuant to the Receivables Sale Agreement: $100,000,000.00 Intesa’s Sublimit Commitment pursuant to the Receivables Sale Agreement for Crown Cork and Seal USA, Inc.: $55,000,000.00 Intesa’s Sublimit Commitment pursuant to the Receivables Sale Agreement for Anheuser-Busch LLC: $45,000,000.00 Marco Fracchia Managing Director Thomas Sakellariou Business Director
S-3 Constellium: Fourth Omnibus Amendment 1751887922 DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Purchaser By:______________________________________ Name:____________________________________ Title:_____________________________________ By:______________________________________ Name:____________________________________ Title:_____________________________________ DEUTSCHE BANK AG NEW YORK BRANCH, as a Purchaser By:______________________________________ Name:____________________________________ Title:_____________________________________ By:______________________________________ Name:____________________________________ Title:_____________________________________ DB’s Total Aggregate Commitment pursuant to the Receivables Sale Agreement: $75,000,000.00 DB’s Sublimit Commitment pursuant to the Receivables Sale Agreement for Crown Cork and Seal USA, Inc.: $50,000,000.00 DB’s Sublimit Commitment pursuant to the Receivables Sale Agreement for Anheuser-Busch LLC: $25,000,000.00 Docusign Envelope ID: 8A734175-A74C-4EE3-8969-7E073A52182C VP Anthony Reyna Chandan Kumar Director Director Chandan Kumar Christian Goehring Director
Exhibit 31.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jean-Marc Germain, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Constellium SE;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 29, 2025 | By: | /s/ Jean-Marc Germain | ||||||||
| Name: Jean-Marc Germain | |||||||||||
Title: Chief Executive Officer | |||||||||||
Exhibit 31.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jack Guo, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Constellium SE;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 29, 2025 | By: | /s/ Jack Guo | ||||||||
| Name: Jack Guo | |||||||||||
Title: Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 32.1
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Constellium SE (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Jean-Marc Germain, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 29, 2025 | By: | /s/ Jean-Marc Germain | ||||||||
| Name: Jean-Marc Germain | |||||||||||
Title: Chief Executive Officer | |||||||||||
Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Constellium SE (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Jack Guo, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 29, 2025 | By: | /s/ Jack Guo | ||||||||
| Name: Jack Guo | |||||||||||
Title: Executive Vice President and Chief Financial Officer | |||||||||||