6-K
Constellium SE (CSTM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 001-35931
Constellium SE
(Translation of registrant’s name into English)
| Washington Plaza, | 300 East Lombard Street |
|---|---|
| 40-44 rue Washington | Suite 1710 |
| 75008 Paris | Baltimore, MD 21202 |
| France | United States |
| (Head Office) |
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium SE (the “Company”), dated February 22, 2023, announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated February 22, 2023, summarizing its financial results for the fourth quarter and fiscal year ended December 31, 2022.
Exhibit Index
| No. | Description |
|---|---|
| 99.1 | Press Release issued by Constellium SE on February 22, 2023. |
| 99.2 | Presentation posted by Constellium SE on February 22, 2023. |
The information contained in Exhibit 99.1 of this Form 6-K (except for thesecond and third paragraphs containing certain quotes by the Chief Executive Officer, and the section titled “Outlook”), is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms apart thereof) filed by Constellium SE with the Securities and Exchange Commission. Exhibit 99.2 is not incorporated by reference.
SIGNATURE
Pursuant to the requirements 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<br><br><br>(Registrant) | ||
|---|---|---|
| February 22, 2023 | By: | /s/ Peter R. Matt |
| Name: | Peter R. Matt | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Constellium Reports Fourth Quarter and Full Year 2022 Results
Paris, February 22, 2023 – Constellium SE (NYSE: CSTM) today reported results for the fourth quarter and full year ended December 31, 2022.
Fourth quarter 2022 highlights:
| • | Shipments of 368 thousand metric tons, down 5% compared to Q4 2021 |
|---|---|
| • | Revenue of €1.8 billion, up 8% compared to Q4 2021 |
| --- | --- |
| • | Value-Added Revenue (VAR) of €696 million, up 18% compared to Q4 2021 |
| --- | --- |
| • | Net income of €30 million compared to net income of €7 million in Q4 2021<br> |
| --- | --- |
| • | Adjusted EBITDA of €148 million, up 1% compared to Q4 2021 |
| --- | --- |
| • | Cash from Operations of €128 million and Free Cash Flow of €22 million<br> |
| --- | --- |
Full year 2022 highlights:
| • | Shipments of 1.6 million metric tons, up 1% compared to 2021 |
|---|---|
| • | Revenue of €8.1 billion, up 32% compared to 2021 |
| --- | --- |
| • | VAR of €2.7 billion, up 21% compared to 2021 |
| --- | --- |
| • | Net income of €308 million compared to net income of €262 million in 2021<br> |
| --- | --- |
| • | Adjusted EBITDA of €673 million, up 16% compared to 2021 |
| --- | --- |
| • | Cash from Operations of €451 million and Free Cash Flow of €182 million<br> |
| --- | --- |
| • | Return on Invested Capital (ROIC) of 11.0%, up 120 bps compared to 2021 |
| --- | --- |
| • | Net debt / LTM Adjusted EBITDA of 2.8x at December 31, 2022 |
| --- | --- |
Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Constellium delivered strong results in 2022, and I want to thank each of our 12,500 employees for their commitment and relentless focus on safety and serving our customers. 2022 was a year full of challenges including significant inflationary pressures and continuing supply chain disruptions. Despite these challenges, we achieved record Adjusted EBITDA of €673 million, including record results in both A&T and AS&I, generated record Free Cash Flow of €182 million and reduced our leverage to 2.8x.”
Mr. Germain continued, “Looking ahead to 2023, we expect aerospace demand to remain strong as the path of recovery continues. We expect automotive demand to improve, but to remain below pre-COVID levels. In packaging, we are experiencing weakness as we begin the year, but expect demand to return to trend growth rates as excess inventory is depleted. While we continue to see signs of weakness across certain industrial markets, we are encouraged by the resilience of a number of these markets. Overall, we like our end market positioning. We are expecting inflationary pressures to continue at an elevated level throughout 2023, though we are confident in our ability to offset a substantial portion of the impact with improved pricing and our relentless focus on cost control.”
Mr. Germain concluded, “Based on our current outlook, we expect Adjusted EBITDA of €640 million to €670 million and Free Cash Flow in excess of €125 million in 2023. We also remain confident in our ability to deliver on our long-term target of Adjusted EBITDA over €800 million in 2025. We are focused on executing our strategy, driving operational performance, generating Free Cash Flow, achieving our ESG objectives and increasing shareholder value.”
Group Summary
| Q4<br>2021 | Var. | FY<br>2022 | FY<br>2021 | Var. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 368 | 385 | (5 | )% | 1,580 | 1,571 | 1 | % | |||||
| Revenue ( millions) | 1,844 | 1,706 | 8 | % | 8,120 | 6,152 | 32 | % | |||||
| VAR ( millions) | 696 | 591 | 18 | % | 2,725 | 2,261 | 21 | % | |||||
| Net income ( millions) | 30 | 7 | n.m. | 308 | 262 | n.m. | |||||||
| Adjusted EBITDA ( millions) | 148 | 147 | 1 | % | 673 | 581 | 16 | % | |||||
| Adjusted EBITDA per metric ton () | 403 | 382 | 6 | % | 426 | 370 | 15 | % |
All values are in Euros.
The difference between the sum of reported segment revenue and total group revenue includes revenue from certain non-core activities and inter-segment eliminations. The difference between the sum of reported segment Adjusted EBITDA and the Group Adjusted EBITDA is related to Holdings and Corporate.
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For the fourth quarter of 2022, shipments of 368 thousand metric tons decreased 5% compared to the fourth quarter of 2021 mostly due to lower shipments in the Packaging & Automotive Rolled Products segment. Revenue of €1.8 billion increased 8% compared to the fourth quarter of 2021 primarily due to improved price and mix, partially offset by lower metal prices and lower shipments. VAR of €696 million increased 18% compared to the fourth quarter of the prior year primarily due to improved price and mix and favorable foreign exchange translation, partially offset by lower shipments and unfavorable metal costs due to inflation. Net income of €30 million increased €23 million compared to net income of €7 million in the fourth quarter of 2021. Adjusted EBITDA of €148 million increased 1% compared to the fourth quarter of last year due to stronger results in our Aerospace & Transportation segment offset by weaker results in our Packaging & Automotive Rolled Products segment and higher costs in Holdings & Corporate primarily due to timing.
For the full year of 2022, shipments of 1.6 million metric tons increased 1% compared to the full year of 2021 on higher shipments in the Aerospace & Transportation and Automotive Structures & Industry segments, partially offset by lower shipments in the Packaging & Automotive Rolled Products segment. Revenue of €8.1 billion increased 32% compared to the full year of 2021 primarily due to higher metal prices and improved price and mix. VAR of €2.7 billion increased 21% compared to the full year of 2021 primarily due to improved price and mix and favorable foreign exchange translation, partially offset by unfavorable metal costs due to inflation. Net income of €308 million increased €46 million compared to net income of €262 million in the full year of 2021. Adjusted EBITDA of €673 million increased 16% compared to the full year of 2021 on stronger results in our Aerospace & Transportation and Automotive Structures & Industry segments, partially offset by weaker results in our Packaging & Automotive Rolled Products segment.
Results by Segment
Packaging & Automotive Rolled Products (P&ARP)
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| Q4<br>2021 | Var. | FY<br>2022 | FY<br>2021 | Var. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 254 | 272 | (7 | )% | 1,089 | 1,104 | (1 | )% | |||||
| Revenue ( millions) | 1,008 | 1,037 | (3 | )% | 4,664 | 3,698 | 26 | % | |||||
| Adjusted EBITDA ( millions) | 71 | 88 | (20 | )% | 326 | 344 | (5 | )% | |||||
| Adjusted EBITDA per metric ton () | 278 | 323 | (14 | )% | 299 | 312 | (4 | )% |
All values are in Euros.
For the fourth quarter of 2022, Adjusted EBITDA decreased 20% compared to the fourth quarter of 2021 as a result of lower shipments and higher operating costs mainly due to inflation and operating challenges at our Muscle Shoals facility which resulted in higher maintenance costs, partially offset by improved price and mix and favorable foreign exchange translation. Shipments of 254 thousand metric tons decreased 7% compared to the fourth quarter of the prior year due to lower shipments of packaging and specialty rolled products, partially offset by higher shipments of automotive rolled products. Revenue of €1.0 billion decreased 3% compared to the fourth quarter of 2021 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
For the full year of 2022, Adjusted EBITDA of €326 million decreased 5% compared to the full year of 2021 as a result of lower shipments and higher operating costs mainly due to inflation and operating challenges at our Muscle Shoals facility which resulted in higher maintenance costs, partially offset by improved price and mix, favorable metal costs and favorable foreign exchange translation. Shipments of 1.1 million metric tons decreased 1% compared to the full year of 2021 due to lower shipments of packaging and specialty rolled products, largely offset by higher shipments of automotive rolled products. Revenue of €4.7 billion increased 26% compared to the full year of 2021 primarily due to higher metal prices and improved price and mix.
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Aerospace & Transportation (A&T)
| Q4<br>2021 | Var. | FY<br>2022 | FY<br>2021 | Var. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 53 | 53 | 0 | % | 223 | 206 | 8 | % | |||||
| Revenue ( millions) | 422 | 321 | 32 | % | 1,700 | 1,142 | 49 | % | |||||
| Adjusted EBITDA ( millions) | 56 | 30 | 87 | % | 217 | 111 | 96 | % | |||||
| Adjusted EBITDA per metric ton () | 1,079 | 579 | 86 | % | 976 | 539 | 81 | % |
All values are in Euros.
For the fourth quarter of 2022, Adjusted EBITDA increased 87% compared to the fourth quarter of 2021 primarily due to improved price and mix, partially offset by higher operating costs mainly due to inflation. The fourth quarter of 2022 included an €8 million customer payment related to a contractual volume commitment. Shipments of 53 thousand metric tons were stable compared to the fourth quarter of 2021 on higher shipments of aerospace rolled products offset by lower shipments of TID rolled products. Revenue of €422 million increased 32% compared to the fourth quarter of 2021 on improved price and mix.
For the full year of 2022, Adjusted EBITDA of €217 million increased 96% compared to the full year of 2021 primarily due to higher shipments, improved price and mix and favorable foreign exchange translation, partially offset by higher operating costs due to inflation and costs associated with the production ramp-up in aerospace. The full year of 2022 included €18 million in customer payments related to contractual volume commitments. Shipments of 223 thousand metric tons increased 8% compared to the full year of 2021 on higher shipments of aerospace rolled products, partially offset by lower shipments of TID rolled products. Revenue of €1.7 billion increased 49% compared to the full year of 2021 primarily due to improved price and mix, higher metal prices and higher shipments.
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Automotive Structures & Industry (AS&I)
| Q4<br>2021 | Var. | FY<br>2022 | FY<br>2021 | Var. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 61 | 60 | 1 | % | 268 | 261 | 2 | % | |||||
| Revenue ( millions) | 428 | 362 | 19 | % | 1,861 | 1,383 | 35 | % | |||||
| Adjusted EBITDA ( millions) | 31 | 31 | 0 | % | 149 | 142 | 5 | % | |||||
| Adjusted EBITDA per metric ton () | 514 | 519 | (1 | )% | 557 | 545 | 2 | % |
All values are in Euros.
For the fourth quarter of 2022, Adjusted EBITDA was stable compared to the fourth quarter of 2021 due to higher shipments and improved price and mix offset by higher operating costs mainly due to inflation. Shipments of 61 thousand metric tons increased 1% compared to the fourth quarter of 2021 due to higher shipments of automotive extruded products, partially offset by lower other extruded product shipments. Revenue of €428 million increased 19% compared to the fourth quarter of 2021 primarily due to improved price and mix, partially offset by lower metal prices.
For the full year of 2022, Adjusted EBITDA of €149 million increased 5% compared to the full year of 2021, primarily due to higher shipments and improved price and mix, partially offset by higher operating costs mainly due to inflation. Shipments of 268 thousand metric tons increased 2% compared to the full year of 2021 on higher shipments of automotive and other extruded products. Revenue of €1.9 billion increased 35% compared to the full year of 2021 primarily due to improved price and mix and higher metal prices.
NetIncome
For the fourth quarter of 2022, net income of €30 million compares to net income of €7 million in the fourth quarter of the prior year. The increase in net income is primarily related to gains on OPEB and pension plan amendments in 2022 compared to a loss on OPEB plan amendments in 2021, partially offset by lower gross profit and an unfavorable change in gains and losses on derivatives mostly related to our metal hedging positions.
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For the full year of 2022, net income of €308 million compares to net income of €262 million in the prior year. The increase in net income is primarily related to the recognition of previously unrecognized deferred tax assets, gains on OPEB and pension plan amendments in 2022 compared to a loss on OPEB plan amendments in 2021, and lower finance costs, partially offset by an unfavorable change in gains and losses on derivatives mostly related to our metal hedging positions and higher selling and administrative expenses.
Cash Flow
Free Cash Flow was €182 million in the full year of 2022 compared to €135 million in the prior year. The increase was primarily due to stronger Adjusted EBITDA and lower cash interest, partially offset by increased capital expenditures and higher cash taxes.
Cash flows from operating activities were €451 million for the full year of 2022 compared to cash flows from operating activities of €357 million in the prior year. Constellium increased derecognized factored receivables by €23 million for the full year of 2022 compared to a decrease of €53 million in the prior year.
Cash flows used in investing activities were €270 million for the full year of 2022 compared to cash flows used in investing activities of €221 million in the prior year.
Cash flows used in financing activities were €163 million for the full year of 2022 compared to cash flows used in financing activities of €435 million in the prior year. In 2022, Constellium drew on the Pan-U.S. ABL due 2026 and used the proceeds and cash on the balance sheet to repay the €180 million PGE French Facility due 2022 and the CHF 15 million Swiss Facility due 2025. In 2021, Constellium issued $500 million of 3.75% Sustainability-Linked Senior Notes due 2029 and €300 million of 3.125% Sustainability-Linked Senior Notes due 2029 and used the proceeds and cash on the balance sheet to redeem $650 million of 6.625% Senior Notes due 2025, $400 million of 5.75% Senior Notes due 2024 and $200 million of the 5.875% Senior Notes due 2026.
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Liquidity and Net Debt
Liquidity at December 31, 2022 was €709 million, comprised of €166 million of cash and cash equivalents and €543 million available under our committed lending facilities and factoring arrangements.
Net debt was €1,891 million at December 31, 2022 compared to €1,981 million at December 31, 2021.
Outlook
Based on our current outlook, we expect Adjusted EBITDA in the range of €640 million to €670 million in 2023.
We are not able to provide a reconciliation of this Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that areexcluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, metal lag, impairment orrestructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income in the future.
Forward-looking statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations, including the length and magnitude of disruption resulting from the global COVID-19 pandemic; the Russian
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war on Ukraine; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
About Constellium
Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad scope of markets and applications, including packaging, automotive and aerospace. Constellium generated €8.1 billion of revenue in 2022.
Constellium’s earnings materials for the fourth quarter and full year ended December 31, 2022, are also available on the company’s website (www.constellium.com).
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CONSOLIDATED INCOME STATEMENT (UNAUDITED)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Revenue | 1,844 | 1,706 | 8,120 | 6,152 | ||||||||
| Cost of sales | (1,737 | ) | (1,551 | ) | (7,448 | ) | (5,488 | ) | ||||
| Gross profit | **** | 107 | **** | **** | 155 | **** | **** | 672 | **** | **** | 664 | **** |
| Selling and administrative expenses | (76 | ) | (71 | ) | (282 | ) | (258 | ) | ||||
| Research and development expenses | (16 | ) | (9 | ) | (48 | ) | (39 | ) | ||||
| Other gains and losses - net | 45 | (25 | ) | (8 | ) | 117 | ||||||
| Income from operations | **** | 60 | **** | **** | 50 | **** | **** | 334 | **** | **** | 484 | **** |
| Finance costs - net | (33 | ) | (41 | ) | (131 | ) | (167 | ) | ||||
| Income before tax | **** | 27 | **** | **** | 9 | **** | **** | 203 | **** | **** | 317 | **** |
| Income tax benefit / (expense) | 3 | (2 | ) | 105 | (55 | ) | ||||||
| Net income | **** | 30 | **** | **** | 7 | **** | **** | 308 | **** | **** | 262 | **** |
| Net income attributable to: | ||||||||||||
| Equity holders of Constellium | 28 | 7 | 301 | 257 | ||||||||
| Non-controlling interests | 2 | — | 7 | 5 | ||||||||
| Net income | **** | 30 | **** | **** | 7 | **** | **** | 308 | **** | **** | 262 | **** |
| Earnings per share attributable to the equity holders of Constellium, (in Euros) | ||||||||||||
| Basic | 0.20 | 0.05 | 2.10 | 1.82 | ||||||||
| Diluted | 0.20 | 0.05 | 2.06 | 1.75 | ||||||||
| Weighted average number of shares, (in thousands) | ||||||||||||
| Basic | 144,302 | 141,677 | 143,626 | 140,995 | ||||||||
| Diluted | 146,606 | 147,170 | 146,606 | 147,170 |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net income | **** | 30 | **** | **** | 7 | **** | **** | 308 | **** | **** | 262 | **** |
| Other comprehensive (loss) / income | ||||||||||||
| Items that will not be reclassified subsequently to the consolidated incomestatement | ||||||||||||
| Remeasurement on post-employment benefit obligations | (24 | ) | 20 | 157 | 114 | |||||||
| Income tax on remeasurement on post-employment benefit obligations | 4 | (2 | ) | (35 | ) | (16 | ) | |||||
| Items that may be reclassified subsequently to the consolidated incomestatement | ||||||||||||
| Cash flow hedges | 19 | (3 | ) | (8 | ) | (17 | ) | |||||
| Income tax on cash flow hedges | (5 | ) | 1 | 2 | 4 | |||||||
| Currency translation differences | (68 | ) | 12 | 21 | 34 | |||||||
| Other comprehensive (loss) / income | **** | (74 | ) | **** | 28 | **** | **** | 137 | **** | **** | 119 | **** |
| Total comprehensive (loss) / income | **** | (44 | ) | **** | 35 | **** | **** | 445 | **** | **** | 381 | **** |
| Attributable to: | ||||||||||||
| Equity holders of Constellium | (44 | ) | 34 | 439 | 374 | |||||||
| Non-controlling interests | — | 1 | 6 | 7 | ||||||||
| Total comprehensive (loss) / income | **** | (44 | ) | **** | 35 | **** | **** | 445 | **** | **** | 381 | **** |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| (in millions of Euros) | At December 31, 2022 | At December 31, 2021 | |||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 166 | 147 | |||
| Trade receivables and other | 539 | 683 | |||
| Inventories | 1,320 | 1,050 | |||
| Other financial assets | 31 | 58 | |||
| **** | 2,056 | **** | 1,938 | **** | |
| Non-current assets | |||||
| Property, plant and equipment | 2,017 | 1,948 | |||
| Goodwill | 478 | 451 | |||
| Intangible assets | 54 | 58 | |||
| Deferred tax assets | 271 | 162 | |||
| Trade receivables and other | 43 | 55 | |||
| Other financial assets | 8 | 12 | |||
| **** | 2,871 | **** | 2,686 | **** | |
| Assets of disposal group classified as held for sale | 14 | — | |||
| Total Assets | **** | 4,941 | **** | 4,624 | **** |
| Liabilities | |||||
| Current liabilities | |||||
| Trade payables and other | 1,467 | 1,377 | |||
| Borrowings | 148 | 258 | |||
| Other financial liabilities | 41 | 25 | |||
| Income tax payable | 16 | 34 | |||
| Provisions | 21 | 20 | |||
| **** | 1,693 | **** | 1,714 | **** | |
| Non-current liabilities | |||||
| Trade payables and other | 43 | 32 | |||
| Borrowings | 1,908 | 1,871 | |||
| Other financial liabilities | 14 | 6 | |||
| Pension and other post-employment benefit obligations | 403 | 599 | |||
| Provisions | 90 | 97 | |||
| Deferred tax liabilities | 28 | 14 | |||
| **** | 2,486 | **** | 2,619 | **** | |
| Liabilities of disposal group classified as held for sale | 10 | — | |||
| Total Liabilities | **** | 4,189 | **** | 4,333 | **** |
| Equity | |||||
| Share capital | 3 | 3 | |||
| Share premium | 420 | 420 | |||
| Retained earnings / (deficit) and other reserves | 308 | (149 | ) | ||
| Equity attributable to equity holders of Constellium | **** | 731 | **** | 274 | **** |
| Non-controlling interests | 21 | 17 | |||
| Total Equity | **** | 752 | **** | 291 | **** |
| Total Equity and Liabilities | **** | 4,941 | **** | 4,624 | **** |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
| (in millions of Euros) | Sharecapital | Sharepremium | Re-measurement | Cashflowhedges | Foreigncurrencytranslationreserve | Otherreserves | Retained(deficit) /earnings | Total | Non-controllinginterests | Totalequity | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At January 1, 2022 | **** | 3 | **** | 420 | **** | (94 | ) | **** | (4 | ) | **** | 19 | **** | **** | 83 | **** | (153 | ) | **** | 274 | **** | **** | 17 | **** | **** | 291 | **** |
| Net income | — | — | — | — | — | — | 301 | 301 | 7 | 308 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | 122 | (6 | ) | 22 | — | — | 138 | (1 | ) | 137 | |||||||||||||||
| Total comprehensive income / (loss) | **** | — | **** | — | **** | 122 | **** | **** | (6 | ) | **** | 22 | **** | **** | — | **** | 301 | **** | **** | 439 | **** | **** | 6 | **** | **** | 445 | **** |
| Share-based compensation | — | — | — | — | — | 18 | — | 18 | — | 18 | |||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | (2 | ) | (2 | ) | |||||||||||||||
| At December 31, 2022 | **** | 3 | **** | 420 | **** | 28 | **** | **** | (10 | ) | **** | 41 | **** | **** | 101 | **** | 148 | **** | **** | 731 | **** | **** | 21 | **** | **** | 752 | **** |
| (in millions of Euros) | Sharecapital | Sharepremium | Re-measurement | Cashflowhedges | Foreigncurrencytranslationreserve | Otherreserves | Retaineddeficit | Total | Non-<br>controllinginterests | Totalequity | |||||||||||||||||
| At January 1, 2021 | **** | 3 | **** | 420 | **** | (192 | ) | **** | 9 | **** | **** | (13 | ) | **** | 68 | **** | (410 | ) | **** | (115 | ) | **** | 14 | **** | **** | (101 | ) |
| Net income | — | — | — | — | — | — | 257 | 257 | 5 | 262 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | 98 | (13 | ) | 32 | — | — | 117 | 2 | 119 | ||||||||||||||||
| Total comprehensive income / (loss) | **** | — | **** | — | **** | 98 | **** | **** | (13 | ) | **** | 32 | **** | **** | — | **** | 257 | **** | **** | 374 | **** | **** | 7 | **** | **** | 381 | **** |
| Share-based compensation | — | — | — | — | — | 15 | — | 15 | — | 15 | |||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | (4 | ) | (4 | ) | |||||||||||||||
| At December 31, 2021 | **** | 3 | **** | 420 | **** | (94 | ) | **** | (4 | ) | **** | 19 | **** | **** | 83 | **** | (153 | ) | **** | 274 | **** | **** | 17 | **** | **** | 291 | **** |
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CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net income | 30 | 7 | 308 | 262 | ||||||||
| Adjustments | ||||||||||||
| Depreciation and amortization | 78 | 72 | 287 | 267 | ||||||||
| Pension and other post-employment benefits service costs | (40 | ) | 39 | (22 | ) | 64 | ||||||
| Finance costs - net | 33 | 41 | 131 | 167 | ||||||||
| Income tax (benefit) / expense | (3 | ) | 2 | (105 | ) | 55 | ||||||
| Unrealized (gains) / losses on derivatives - net and from remeasurement of monetary assets and<br>liabilities - net | (20 | ) | 32 | 47 | (36 | ) | ||||||
| Losses on disposal | 2 | 2 | 4 | 3 | ||||||||
| Other - net | 5 | 3 | 17 | 11 | ||||||||
| Change in working capital | ||||||||||||
| Inventories | (3 | ) | (101 | ) | (241 | ) | (435 | ) | ||||
| Trade receivables | 247 | 30 | 155 | (227 | ) | |||||||
| Trade payables | (165 | ) | 40 | 41 | 396 | |||||||
| Other | 10 | (10 | ) | 13 | 5 | |||||||
| Change in provisions | (3 | ) | — | (10 | ) | (7 | ) | |||||
| Pension and other post-employment benefits paid | (11 | ) | (9 | ) | (44 | ) | (43 | ) | ||||
| Interest paid | (28 | ) | (29 | ) | (113 | ) | (128 | ) | ||||
| Income tax (paid) / refunded | (4 | ) | (1 | ) | (17 | ) | 3 | |||||
| Net cash flows from operating activities | **** | 128 | **** | **** | 118 | **** | **** | 451 | **** | **** | 357 | **** |
| Purchases of property, plant and equipment | (109 | ) | (104 | ) | (273 | ) | (232 | ) | ||||
| Property, plant and equipment grants received | 3 | — | 4 | 10 | ||||||||
| Proceeds from disposals, net of cash | — | 1 | — | 1 | ||||||||
| Other investing activities | (1 | ) | — | (1 | ) | — | ||||||
| Net cash flows used in investing activities | **** | (107 | ) | **** | (103 | ) | **** | (270 | ) | **** | (221 | ) |
| Proceeds from issuance of long-term borrowings | — | — | — | 712 | ||||||||
| Repayments of long-term borrowings | (4 | ) | (181 | ) | (192 | ) | (1,052 | ) | ||||
| Net change in revolving credit facilities and short-term borrowings | 5 | (5 | ) | 72 | (5 | ) | ||||||
| Lease repayments | (10 | ) | (7 | ) | (37 | ) | (32 | ) | ||||
| Payment of financing costs and redemption fees | — | (3 | ) | (1 | ) | (30 | ) | |||||
| Transactions with non-controlling interests | — | — | (2 | ) | (2 | ) | ||||||
| Other financing activities | (13 | ) | 2 | (3 | ) | (26 | ) | |||||
| Net cash flows used in financing activities | **** | (22 | ) | **** | (194 | ) | **** | (163 | ) | **** | (435 | ) |
| Net (decrease) / increase in cash and cash equivalent | **** | (1 | ) | **** | (179 | ) | **** | 18 | **** | **** | (299 | ) |
| Cash and cash equivalents - beginning of year | 171 | 323 | 147 | 439 | ||||||||
| Reclassification as assets of disposal group classified as held for sale | (1 | ) | — | (1 | ) | — | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (3 | ) | 3 | 2 | 7 | |||||||
| Cash and cash equivalents - end of year | **** | 166 | **** | **** | 147 | **** | **** | 166 | **** | **** | 147 | **** |
14
SEGMENT ADJUSTED EBITDA
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| P&ARP | 71 | 88 | 326 | 344 | ||||||||
| A&T | 56 | 30 | 217 | 111 | ||||||||
| AS&I | 31 | 31 | 149 | 142 | ||||||||
| Holdings and Corporate | (10 | ) | (2 | ) | (19 | ) | (16 | ) | ||||
| Total | **** | 148 | **** | **** | 147 | **** | **** | 673 | **** | **** | 581 | **** |
SHIPMENTS AND REVENUE BY PRODUCT LINE
| Three months endedDecember 31, | Year endedDecember 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in k metric tons) | 2022 | 2021 | 2022 | 2021 | ||||
| Packaging rolled products | 186 | 211 | 809 | 833 | ||||
| Automotive rolled products | 61 | 51 | 245 | 228 | ||||
| Specialty and other thin-rolled products | 7 | 10 | 35 | 43 | ||||
| Aerospace rolled products | 21 | 14 | 76 | 53 | ||||
| Transportation, industry, defense and other rolled products | 32 | 39 | 147 | 153 | ||||
| Automotive extruded products | 28 | 26 | 117 | 115 | ||||
| Other extruded products | 33 | 34 | 151 | 146 | ||||
| Total shipments | **** | 368 | **** | 385 | **** | 1,580 | **** | 1,571 |
| (in millions of Euros) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Packaging rolled products | 697 | 776 | 3,326 | 2,673 | ||||
| Automotive rolled products | 275 | 217 | 1,154 | 854 | ||||
| Specialty and other thin-rolled products | 35 | 44 | 183 | 171 | ||||
| Aerospace rolled products | 218 | 110 | 728 | 389 | ||||
| Transportation, industry, defense and other rolled products | 204 | 211 | 972 | 753 | ||||
| Automotive extruded products | 228 | 191 | 949 | 735 | ||||
| Other extruded products | 200 | 171 | 912 | 648 | ||||
| Other and inter-segment eliminations | (13 | ) | (14 | ) | (104 | ) | (71 | ) |
| Total revenue | 1,844 | **** | 1,706 | **** | 8,120 | **** | 6,152 | **** |
15
NON-GAAP MEASURES
Reconciliation of Revenue to VAR (a non-GAAP measure)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Revenue | 1,844 | 1,706 | 8,120 | 6,152 | ||||||||
| Hedged cost of alloyed metal | (1,212 | ) | (1,067 | ) | (5,403 | ) | (3,684 | ) | ||||
| Revenue from incidental activities | (5 | ) | (5 | ) | (21 | ) | (20 | ) | ||||
| Metal time lag | 69 | (43 | ) | 29 | (187 | ) | ||||||
| VAR | **** | 696 | **** | **** | 591 | **** | **** | 2,725 | **** | **** | 2,261 | **** |
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net income | **** | 30 | **** | **** | 7 | **** | **** | 308 | **** | **** | 262 | **** |
| Income tax (benefit) / expense | (3 | ) | 2 | (105 | ) | 55 | ||||||
| Income before tax | **** | 27 | **** | **** | 9 | **** | **** | 203 | **** | **** | 317 | **** |
| Finance costs - net | 33 | 41 | 131 | 167 | ||||||||
| Income from operations | **** | 60 | **** | **** | 50 | **** | **** | 334 | **** | **** | 484 | **** |
| Depreciation and amortization | 78 | 72 | 287 | 267 | ||||||||
| Restructuring costs | 1 | — | 1 | 3 | ||||||||
| Unrealized (gains) / losses on derivatives | (19 | ) | 32 | 46 | (35 | ) | ||||||
| Unrealized exchange (gains) / losses from the remeasurement of monetary assets and liabilities<br>– net | (1 | ) | — | 1 | (1 | ) | ||||||
| (Gains) / losses on pension plan amendments (A) | (47 | ) | 30 | (47 | ) | 32 | ||||||
| Share based compensation costs | 5 | 4 | 18 | 15 | ||||||||
| Metal price lag (B) | 69 | (43 | ) | 29 | (187 | ) | ||||||
| Losses on disposal | 2 | 2 | 4 | 3 | ||||||||
| Adjusted EBITDA | **** | 148 | **** | **** | 147 | **** | **** | 673 | **** | **** | 581 | **** |
| (A) | In the year ended December 31, 2022 the group recognized a net gain of €47 million from past<br>service cost as a result from a new 3-year collective bargaining agreement between Constellium Rolled Products Ravenswood and the United Steelworkers Local Union 5668 entered in October 2022. The agreement<br>resulted in changes in OPEB and pension benefits that were accounted for as a plan amendment in the year ended December 31, 2022. In the year ended December 31, 2021, the group recognized a loss of €31 million from past service<br>cost following an adverse decision of the Fourth Circuit Court in the dispute between Constellium Rolled Products Ravenswood, LLC and the United Steelworkers Local Union 5668 over the transfer of certain participants in the Constellium Rolled<br>Products Ravenswood Retiree Medical and Life Insurance Plan to a third-party health network. | |||||||||||
| --- | --- | |||||||||||
| (B) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included<br>within Constellium’s Revenue are established and when aluminium purchase prices included in Cost of sales are established. The Group accounts for inventory using a weighted average price basis and this adjustment aims to remove the effect of<br>volatility in LME prices. The calculation of the Group metal price lag adjustment is based on an internal standardized methodology calculated at each of Constellium’s manufacturing sites and is primarily calculated as the average value of<br>product recorded in inventory, which approximates the spot price in the market, less the average value transferred out of inventory, which is the weighted average of the metal element of cost of sales, based on the quantity sold in the year.<br> | |||||||||||
| --- | --- |
16
Reconciliation of net cash flows from operating activities to Free Cash Flow (a non-GAAP measure)
| Three months endedDecember 31, | Year endedDecember 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net cash flows from operating activities | **** | 128 | **** | **** | 118 | **** | **** | 451 | **** | **** | 357 | **** |
| Purchases of property, plant and equipment,<br><br><br>net of grants received | (106 | ) | (104 | ) | (269 | ) | (222 | ) | ||||
| Free Cash Flow | **** | 22 | **** | **** | 14 | **** | **** | 182 | **** | **** | 135 | **** |
Reconciliation of borrowings to Net debt (a non-GAAP measure)
| (in millions of Euros) | At December 31, 2022 | At December 31, 2021 | ||||
|---|---|---|---|---|---|---|
| Borrowings | 2,056 | 2,129 | ||||
| Fair value of net debt derivatives, net of margin calls | 1 | (1 | ) | |||
| Cash and cash equivalents | (166 | ) | (147 | ) | ||
| Net debt | **** | 1,891 | **** | **** | 1,981 | **** |
17
Reconciliation of Net income to NOPAT and ROIC (non-GAAP measures)
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Net income | **** | 308 | **** | **** | 262 | **** |
| Income tax (benefit) / expense | (105 | ) | 55 | |||
| Income before tax | **** | 203 | **** | **** | 317 | **** |
| Finance costs - net | 131 | 167 | ||||
| Income from operations | **** | 334 | **** | **** | 484 | **** |
| Unrealized losses / (gains) on derivatives | 46 | (35 | ) | |||
| Unrealized exchange losses / (gains) from the remeasurement of monetary assets and<br>liabilities—net | 1 | (1 | ) | |||
| (Gains) / losses on pension plan amendments | (47 | ) | 32 | |||
| Share based compensation costs | 18 | 15 | ||||
| Metal price lag | 29 | (187 | ) | |||
| Losses on disposals | 4 | 3 | ||||
| Tax impact(1) | (92 | ) | (76 | ) | ||
| NOPAT (A) | **** | 293 | **** | **** | 235 | **** |
| (in millions of Euros) | At December 31,<br>2021 | At December 31,<br>2020 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Intangible assets | 58 | 61 | ||||
| PP&E, net | 1,948 | 1,906 | ||||
| Trade receivables and other - current | 683 | 406 | ||||
| Derecognized trade receivables(2) | 345 | 398 | ||||
| Inventories | 1,050 | 582 | ||||
| Trade payables and other - current | (1,377 | ) | (905 | ) | ||
| Provisions current portion | (20 | ) | (23 | ) | ||
| Income tax payable | (34 | ) | (20 | ) | ||
| Total Invested Capital (B) | **** | 2,653 | **** | **** | 2,405 | **** |
| (in millions of Euros) | 2022 | 2021 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| NOPAT for fiscal year (A) | 293 | 235 | ||||
| Total invested capital as of December 31 of prior year (B) | 2,653 | 2,405 | ||||
| ROIC (A)/(B) | **** | 11.0 | % | **** | 9.8 | % |
| (1) | Tax impact on net operating profit computed using the Group’s average statutory tax rate<br> | |||||
| --- | --- | |||||
| (2) | Trade receivables derecognized under our factoring agreements | |||||
| --- | --- |
18
Non-GAAP measures
In addition to the results reported in accordance with International Financial Reporting Standards (“IFRS”), this press release includes information regarding certain financial measures which are not prepared in accordance with IFRS (“non-GAAP measures”). The non-GAAP measures used in this press release are: VAR, Adjusted EBITDA, Adjusted EBITDA per metric ton, Free Cash Flow, NOPAT, Invested Capital, ROIC and Net debt. Reconciliations to the most directly comparable IFRS financial measures are presented in the schedules to this press release. We believe these non-GAAP measures are important supplemental measures of our operating and financial performance. By providing these measures, together with the reconciliations, we believe we are enhancing investors’ understanding of our business, our results of operations and our financial position, as well as assisting investors in evaluating the extent to which we are executing our strategic initiatives. However, these non-GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures and may not be comparable to similarly titled measures of other companies.
Value-Added Revenue (“VAR”) is defined as revenue, excluding revenue from incidental activities, minus cost of metal which includes, cost of aluminium adjusted for metal lag, cost of other alloying metals, freight out costs, and realized gains and losses from hedging. Management believes that VAR is a useful measure of our activity as it eliminates the impact of metal costs from our revenue and reflects the value-added elements of our activity. VAR eliminates the impact of metal price fluctuations which are not under our control and which we generally pass-through to our customers and facilitates comparisons from period to period. VAR is not a presentation made in accordance with IFRS and should not be considered as an alternative to revenue determined in accordance with IFRS.
In considering the financial performance of the business, management and our chief operational decision maker, as defined by IFRS, analyze the primary financial performance measure of Adjusted EBITDA in all of our business segments. The most directly comparable IFRS measure to Adjusted EBITDA is our net income or loss for the period. We believe Adjusted EBITDA, as defined below, is useful to investors and is used by our management for measuring profitability because it excludes the impact of certain non-cash charges, such as depreciation, amortization, impairment and unrealized gains and losses on derivatives as well as items that do not impact the day-to-day operations and that management in many cases does not directly control or influence. Therefore, such adjustments eliminate items which have less bearing on our core operating performance.
19
Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in comparison to other companies, many of which present an Adjusted EBITDA-related performance measure when reporting their results.
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 which do not qualify for hedge accounting, metal price lag, share based compensation expense, 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.
Adjusted EBITDA is the measure of performance used by management in evaluating our operating performance, in preparing internal forecasts and budgets necessary for managing our business and, specifically in relation to the exclusion of the effect of favorable or unfavorable metal price lag, this measure allows management and the investor to assess operating results and trends without the impact of our accounting for inventories. We use the weighted average cost method in accordance with IFRS which leads to the purchase price paid for metal impacting our cost of goods sold and therefore profitability in the period subsequent to when the related sales price impacts our revenues. Management believes this measure also provides additional information used by our lending facilities providers with respect to the ongoing performance of our underlying business activities. Historically, we have used Adjusted EBITDA in calculating our compliance with financial covenants under certain of our loan facilities.
Adjusted EBITDA is not a presentation made in accordance with IFRS, is not a measure of financial condition, liquidity or profitability and should not be considered as an alternative to profit or loss for the period, revenues or operating cash flows determined in accordance with IFRS.
20
Free Cash Flow is defined as net cash flow from operating activities less capital expenditure, net of grants received. Management believes that Free Cash Flow is a useful measure of the net cash flow generated or used by the business as it takes into account both the cash generated or consumed by operating activities, including working capital, and the capital expenditure requirements of the business. However, Free Cash Flow is not a presentation made in accordance with IFRS and should not be considered as an alternative to operating cash flows determined in accordance with IFRS. Free Cash Flow has certain inherent limitations, including the fact that it does not represent residual cash flows available for discretionary spending, notably because it does not reflect principal repayments required in connection with our debt or capital lease obligations.
Return on Invested Capital (“ROIC”) is defined as Net Operating Profit after Tax (“NOPAT”), a non-GAAP measure, divided by Invested Capital, a non-GAAP measure. The calculation of ROIC together with a reconciliation of NOPAT to Net Income, the most comparable IFRS measure, are presented in the schedules to this press release. Management believes ROIC is useful in assessing the effectiveness of our capital allocation over time. ROIC is not calculated based on measures prepared in accordance with IFRS and should not be considered as an alternative to similar metrics calculated based on measures prepared in accordance with IFRS.
Net debt is defined as borrowings plus or minus the fair value of cross currency basis swaps net of margin calls less cash and cash equivalents and cash pledged for the issuance of guarantees. Management believes that Net debt is a useful measure of indebtedness because it takes into account the cash and cash equivalent balances held by the Company as well as the total external debt of the Company. Net debt is not a presentation made in accordance with IFRS, and should not be considered as an alternative to borrowings determined in accordance with IFRS.
21
EX-99.2
Exhibit 99.2
Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023
Forward-Looking Statements Certain statements contained in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations, including the length and magnitude of disruption resulting from the global COVID-19 pandemic; the Russian war on Ukraine; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. Fourth Quarter 2022 – Earnings Call 2
Non-GAAP Measures This presentation includes information regarding certain non-GAAP financial measures, including VAR, Adjusted EBITDA, Adjusted EBITDA per metric ton, Free Cash Flow, NOPAT, Invested Capital, ROIC and Net debt. These measures are presented because management uses this information to monitor and evaluate financial results and trends and believes this information to also be useful for investors. Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in comparison to other companies, many of which present an adjusted EBITDA-related performance measure when reporting their results. VAR, Adjusted EBITDA, Adjusted EBITDA per Metric Ton, Free Cash Flow, NOPAT, Invested Capital, ROIC and Net debt are not presentations made in accordance with IFRS and may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures. This presentation provides a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. We are not able to provide a reconciliation of Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, metal lag, impairment or restructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, our net income in the future. Fourth Quarter 2022 – Earnings Call 3
Jean-Marc Germain Chief Executive Officer
Safety is Our Top Priority Recordable Case Rate(1) Our Changchun operation completed 3 million hours without a recordable case in 2022 Muscle Shoals, Neuf Brisach, Ravenswood, Singen (P&ARP) and Valais (AS&I) each completed 1 million hours without a recordable case in 2022 12 sites finished 2022 with zero recordable cases 8 sites completed multi-year stretches without a recordable case in 2022 (1) Recordable case rate measures the number of fatalities, serious injuries, lost-time injuries, restricted work injuries, or medical treatments per one million hours worked. Delivered best-in-class safety performance in 2022 with a recordable case rate of 1.8; focus on safety is never ending, targeting 1.5 recordable case rate by 2025 Fourth Quarter 2022 – Earnings Call 5
Q4 2022 Highlights Shipments: 368kt (-5% YoY) Adjusted EBITDA Bridge in millions Revenue: 1.8 billion (+8% YoY) Value-Added Revenue: 696 million (+18% YoY) Net income: 30 million Adjusted EBITDA: 148 million (+1% YoY) Cash from Operations: 128 million ï Free Cash Flow: 22 million Strong Q4 results despite significant inflationary headwinds; Adjusted EBITDA and Free Cash Flow in-line with our prior guidance Fourth Quarter 2022 – Earnings Call 6
FY 2022 Highlights Adjusted EBITDA Bridge in millions ïƒ Shipments: 1.6 million tons (+1% YoY) Revenue: 8.1 billion (+32% YoY) +16% Value-Added Revenue: 2.7 billion (+21% YoY) Net income: 308 million Adjusted EBITDA: 673 million (+16% YoY) Record Adj. EBITDA in A&T and AS&I Net Debt / LTM Adjusted EBITDA Cash from Operations: 451 million Down 0.6x Free Cash Flow: 182 million Return on Invested Capital: 11.0% (up 120 bps YoY) Leverage: 2.8x at December 31, 2022 Strong performance in 2022; delivered record Adjusted EBITDA and Free Cash Flow Fourth Quarter 2022 – Earnings Call 7
Peter Matt Chief Financial Officer
Value-Added Revenue Bridges Q4 2022 vs. Q4 2021 millions +18% FY 2022 vs. FY 2021 millions +21% Fourth Quarter 2022 – Earnings Call 9
Packaging & Automotive Rolled Products Q4 2022 Performance Q4 Q4 Adjusted EBITDA of 71 million 2022 2021 % Higher automotive shipments; lower Shipments (kt) 254 272 (7)% packaging and specialty shipments Improved price and mix Revenue ( m) 1,008 1,037 (3)% Higher operating costs due to inflation and Adj. EBITDA ( m) 71 88 (20)% operating challenges at Muscle Shoals (higher maintenance costs) Adj. EBITDA ( / t) 278 323 (14)% Favorable FX translation Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge Fourth Quarter 2022 – Earnings Call 10
Aerospace & Transportation Q4 2022 Performance Q4 Q4 Adjusted EBITDA of 56 million 2022 2021 % Higher aerospace shipments; lower TID Shipments (kt) 53 53 —% shipments Improved price and mix (including 8M Revenue ( m) 422 321 32% customer contractual payment) Adj. EBITDA ( m) 56 30 87% Higher operating costs mainly due to inflation Adj. EBITDA ( / t) 1,079 579 86% Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge Fourth Quarter 2022 – Earnings Call 11
Automotive Structures & Industry Q4 2022 Performance Q4 Q4 Adjusted EBITDA of 31 million 2022 2021 % Higher automotive shipments; lower Shipments (kt) 61 60 1% industry shipments Revenue ( m) 428 362 19% Improved price and mix Higher operating costs mainly due to Adj. EBITDA ( m) 31 31 0% inflation Adj. EBITDA ( / t) 514 519 (1)% Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge Fourth Quarter 2022 – Earnings Call 12
Managing the Current Inflationary Environment Cost Pressures and Mitigants Addressing Inflationary Pressures Broad based and significant inflationary Adjusted EBITDA Bridge pressures throughout 2022; expected to (2022 vs. 2021) continue throughout 2023 millions – Metal supply remains tight – Higher costs for alloying elements like magnesium and lithium – Labor and other non-metal costs higher, particularly European energy A number of tools working to offset inflation: – Solid cost control by businesses; Vision ‘25 initiatives helping – Inflationary protections (i.e. PPI inflators) in existing contracts, though have a lag – New customer contracts with better pricing and better protections Inflation is significant but largely offset by improved pricing and our relentless focus on cost control Fourth Quarter 2022 – Earnings Call 13
Energy Costs Update Group energy costs of ~ 275M in 2022 France Electricity (Baseload)(1) – Up from 2019-2021 average of /MWh ~ 150M 2023 energy largely secured, but at higher average prices Forward energy prices in Europe have declined in recent months but remain 3x ~3.5x or more above historical averages Customer negotiations to pass through costs have met or exceeded expectations Energy “call to action” across the EU Natural Gas (TTF)(1) company has uncovered numerous /MWh opportunities to reduce consumption Government initiatives still under development may bring some relief – At this stage eligibility is uncertain and any benefit is difficult to quantify ~3.0x Structural solutions for European market likely in place by 2025 (1) Source: Bloomberg, Constellium analysis. Fourth Quarter 2022 – Earnings Call 14
Free Cash Flow 2022 Free Cash Flow Highlights FY 2022 FY 2021 in millions Record Free Cash Flow of 182 million Net cash flows from 451 357 Strong Adjusted EBITDA operating activities Lower cash interest Purchases of property, Higher capital expenditures and cash plant and equipment, (269) (222) taxes net of grants received 650 million of Free Cash Flow generated Free Cash Flow 182 135 since 2019 Consistent Free Cash Flow Generation Current 2023 Expectations in millions Free Cash Flow: > 125 million Capex: 340-350 million Cash interest: ~ 120 million Cash taxes: ~ 30 million TWC: ~neutral Fourth Quarter 2022 – Earnings Call 15
Net Debt and Liquidity Net Debt and Leverage Debt / Liquidity Highlights in millions Leverage at .8x, multi-year low 2 a Despite 64 million FX impact on debt Expect leverage to continue to decline No near-term bond maturities Strong liquidity position Leverage: Net Debt / LTM Adjusted EBITDA Maturity Profile(1) Liquidity in millions in millions Continued to reduce gross debt in 2022; balance sheet approaching target leverage of 2.5x with long-term target leverage range of 1.5x to 2.5x (1) See Borrowings Table in the Appendix for more details. Fourth Quarter 2022 – Earnings Call 16
Jean-Marc Germain Chief Executive Officer
End Market Updates A Diversified Platform Market Commentary • Some short term inventory adjustments in both North America LTM Revenue by End Market and Europe, but market backdrop remains strong • Focus on sustainability driving increased demand for aluminium Packaging cans • Mid-single digit long-term demand growth supported by can-maker capacity additions in both North America and Europe • Currently at a low base with uncertainty continuing as a result of the semiconductor shortage and other supply chain challenges • Dealer inventories remain low; consumer demand for luxury cars, Automotive light trucks, and SUVs remains strong • Lightweighting megatrend driving increased demand for rolled and extruded products; electrification trend gaining momentum • Major OEMs have announced narrow body build rate increases; recovery continued in 4Q 2022 with shipments up ~50% YoY • Long-term trends expected to remain intact, including increased Aerospace passenger traffic and higher build rates for narrow and wide body aircraft • Demand strong in business/regional jet, defense and space Transportation, Industry and Defense (Rolled): • Demand remains strong in markets like defense and semiconductors Other • Seeing some signs of weakness in other markets; demand in Specialties North America more resilient than Europe Industry (Extrusions): • Europe: Demand still strong in sectors like solar and rail, though seeing some signs of weakness in other markets Fourth Quarter 2022 – Earnings Call 18
Investing in Our Future...Today Our performance across varying business conditions and our strong financial position give us confidence to continue investing – The incremental growth capex of ~€75M per year in 2023-2025 is manageable – Expect to continue to generate strong FCF through the investment cycle Strategic investments today are important contributors to our Adjusted EBITDA target of >€800M by 2025 Strategic projects underway continue to have attractive returns – Neuf Brisach recycling center well underway; startup/ramp-up on track for 2025 – Can sheet capacity expansions are highly capital efficient In a sharply deteriorating environment the pace of investment can be slowed Increasing growth capex to ~€150M per year from 2023-2025 (total capex of ~€350M per year) to invest in highly strategic, high return cost savings and growth projects Fourth Quarter 2022 – Earnings Call 19
Key Messages and Guidance Strong performance in 2022 – Record Adjusted EBITDA and Free Cash Flow despite a number of challenges including significant inflationary Targets pressures 2023 Adjusted EBITDA: – Solid operational performance and strong cost control €640 to €670 million – Leverage at 2.8x at year-end, a multi-year low Exciting future ahead with opportunities to grow our business 2023 Free Cash Flow: and enhance profitability and returns >€125 million – Diversified portfolio serving resilient end markets – Durable, sustainability-driven secular growth trends driving Long-Term Adjusted increased demand for our products EBITDA: – Infinitely recyclable aluminium is part of the circular economy >€800 million by 2025 – Substantial value creation opportunities remain longer term; Long-Term Leverage: planting the seeds today for future growth and profitability 1.5x—2.5x – Execution focused with proven ability to flex costs – Balance sheet rapidly approaching target leverage with improved financial flexibility Focused on executing our strategy, delivering our long-term EBITDA guidance, achieving our ESG objectives and increasing shareholder value Fourth Quarter 2022 – Earnings Call
Appendix Fourth Quarter 2022 – Earnings Call 21
VAR Reconciliation Three months ended Year ended December 31, December 31, (in millions of Euros) 2022 2021 2022 2021 Revenue 1,844 1,706 8,120 6,152 Hedged cost of alloyed metal (1,212) (1,067) (5,403) (3,684) Revenue from incidental activities (5) (5) (21) (20) Metal time lag 69 (43) 29 (187) VAR 696 591 2,725 2,261 Adjusted EBITDA 148 147 673 581 VAR Margin 21.3% 24.9% 24.7% 25.7% Fourth Quarter 2022 – Earnings Call 22
Reconciliation of Net Income to Adjusted EBITDA Three months ended Year ended December 31, December 31, (in millions of Euros) 2022 2021 2022 2021 Net income 30 7 308 262 Income tax (benefit) / expense (3) 2 (105) 55 Income before tax 27 9 203 317 Finance costs—net 33 41 131 167 Income from operations 60 50 334 484 Depreciation and amortization 78 72 287 267 Restructuring costs 1 — 1 3 Unrealized (gains) / losses on derivatives (19) 32 46 (35) Unrealized exchange (gains) / losses from the (1) — 1 (1) remeasurement of monetary assets and liabilities – net (Gains) / losses on pension plan amendments (47) 30 (47) 32 Share based compensation costs 5 4 18 15 Metal price lag 69 (43) 29 (187) Losses on disposal 2 2 4 3 Adjusted EBITDA 148 147 673 581 Fourth Quarter 2022 – Earnings Call 23
Free Cash Flow Reconciliation Three months ended Year ended December 31, December 31, (in millions of Euros) 2022 2021 2022 2021 Net cash flows from operating activities 128 118 451 357 Purchases of property, plant and equipment, (106) (104) (269) (222) net of grants received Free Cash Flow 22 14 182 135 H2 2022 H1 2022 H2 2021 H1 2021 (in millions of Euros) Net cash flows from operating activities 282 169 209 148 Purchases of property, plant and equipment, (186) (83) (155) (67) net of grants received Free Cash Flow 96 86 54 81 H2 2020 H1 2020 H2 2019 H1 2019 (in millions of Euros) Net cash flows from operating activities 182 152 187 260 Purchases of property, plant and equipment, net of (79) (98) (141) (130) grants received Free Cash Flow 103 54 46 130 Fourth Quarter 2022 – Earnings Call 24
Net Debt Reconciliation December 31, September 30, June 30, March 31, December 31, (in millions of Euros) 2022 2022 2022 2022 2021 Borrowings 2,056 2,169 2,158 2,138 2,129 Fair value of net debt derivatives, net of margin 1 (1) (5) (1) (1) calls Cash and cash equivalents (166) (171) (156) (160) (147) Net Debt 1,891 1,997 1,997 1,977 1,981 LTM Adjusted EBITDA 673 672 655 627 581 Leverage 2.8x 3.0x 3.0x 3.2x 3.4x Fourth Quarter 2022 – Earnings Call 25
Reconciliation of Net Income to Adjusted EBITDA Twelve months ended December 31, September 30, June 30, March 31, December 31, (in millions of Euros) 2022 2022 2022 2022 2021 Net income 308 285 253 393 262 Income tax (benefit) / expense (105) (100) 57 83 55 Income before tax 203 185 310 476 317 Finance costs—net 131 139 137 142 167 Income from operations 334 324 447 618 484 Depreciation and amortization 287 281 275 270 267 Restructuring costs 1 — — 2 3 Unrealized losses / (gains) on derivatives 46 97 93 (64) (35) Unrealized exchange losses / (gains) from the 1 2 1 — (1) remeasurement of monetary assets and liabilities—net (Gains) / losses on pension plan amendments (47) 30 30 32 32 Share based compensation costs 18 17 17 15 15 Metal price lag 29 (83) (212) (250) (187) Losses on disposals 4 4 4 4 3 Adjusted EBITDA 673 672 655 627 581 Fourth Quarter 2022 – Earnings Call 26
Reconciliation of Net Income to NOPAT and ROIC Year ended December 31, (in millions of Euros) 2022 2021 Net income 308 262 Income tax (benefit) / expense (105) 55 Income before tax 203 317 Finance costs—net 131 167 Income from operations 334 484 Unrealized losses / (gains) on derivatives 46 (35) Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities—net 1 (1) (Gains) / losses on pension plan amendments (47) 32 Share based compensation costs 18 15 Metal price lag 29 (187) Losses on disposals 4 3 Tax impact(1) (92) (76) NOPAT (A) 293 235 (in millions of Euros) 2021 2020 Intangible assets 58 61 PP&E, net 1,948 1,906 Trade receivables and other—current 683 406 Derecognized trade receivables(2) 345 398 Inventories 1,050 582 Trade payables and other—current (1,377) (905) Provisions current portion (20) (23) Income tax payable (34) (20) Total Invested Capital (B) 2,653 2,405 (in millions of Euros) 2022 2021 NOPAT for fiscal year (A) 293 235 Total invested capital as of December 31 of prior year (B) 2,653 2,405 ROIC (A)/(B) 11.0 % 9.8% (1) Tax impact on net operating profit computed using the Group’s average statutory tax rate Fourth Quarter 2022 – Earnings Call 27 (2) Trade receivables derecognized under our factoring agreements
Borrowings Table At December 31, At December 31, 2022 2021 Nominal Nominal Value in Nominal Value in (Arrangement Accrued Carrying Carrying (in millions of Euros) Currency Rate Euros fees) Interests Value Value Secured Pan-U.S. ABL $ 85 Floating 80 — 1 81 —(due 2026) Secured PGE French Facility € 180 Floating — — — — 180 (repaid in May 2022) Senior Unsecured Notes Issued November 2017 and due 2026 $ 300 5.875% 281 (2) 6 285 268 Issued November 2017 and due 2026 € 400 4.250% 400 (3) 6 403 402 Issued June 2020 and due 2028 $ 325 5.625% 305 (5) 1 301 284 Issued February 2021 and due 2029 $ 500 3.750% 469 (6) 4 467 438 Issued June 2021 and due 2029 € 300 3.125% 300 (4) 4 300 300 Unsecured Swiss Facility CHF 15 1.175% — — — — 14 (repaid in June 2022) Lease liabilities 167 — 1 168 183 Other loans 51 — — 51 60 Total Borrowings 2,053 (20) 23 2,056 2,129 Of which non-current 1,908 1,871 Of which current 148 258 Fourth Quarter 2022 – Earnings Call 28