CONSTELLIUM SE

NOTE 1 - GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 theaerospace, packaging, automotive,

commercial transportation, general industrial and defense end-markets. As of December 31, 2024, the Group operated 25

manufacturing facilities,3 R&D centers and 3 administrative centers. The Group has approximately 12,000 employees.

Constellium SE, a French Societas Europaea (SE), is the parent company of the Group.

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

The Consolidated Financial Statements of Constellium SE and its subsidiaries have been prepared in accordance with the

United States Generally Accepted Accounting Principles ("U.S. GAAP").

The Consolidated Financial Statements are presented in millions of U.S. dollar, except as otherwise stated.

Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Group’s consolidated financial statements in accordance with U.S. GAAP requires management to

make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and

the accompanying disclosures, and the disclosure of contingent liabilities. 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.

Principles of consolidation

The Consolidated Financial Statements include the assets, liabilities, equity, revenues, expenses and cash flows of

Constellium SE and its controlled subsidiaries. All intercompany transactions and balances are eliminated.

Equity investments in which the Group exercises significant influence but does not control are accounted for under the

equity method.

Segment reporting

Operating segments are based upon the product lines, markets and industries served, and are reported in a manner

consistent with the internal reporting provided to the chief operating decision-maker. The Chief Executive Officer, who is

responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief

operating decision-maker.

The Company operates inthree reportable segments: Aerospace & Transportation (A&T), Packaging & Automotive

Rolled Products (P&ARP), and Automotive Structures & Industry (AS&I). The segments are managed separately because they

offer different products and services. Refer to Note 3 - Operating segment information for further information.

The accounting principles used to prepare the Group’s operating segment information are the same as those used to

prepare the Group’s Consolidated Financial Statements.

Foreign currency transactions and foreign operations

The assets and liabilities of operations, whose functional currency is other than the U.S. dollar, are translated to U.S.

dollar at the period end exchange rates, and revenues and expenses are translated at average exchange rates for the period.

Differences arising from this translation are included in the currency translation adjustment component of accumulated other

comprehensive loss and non-controlling interests, both of which are on our Consolidated Balance Sheets. If there is a completed

sale or liquidation of our ownership in a foreign operation, the relevant currency translation adjustment is recognized in our

For all operations, the monetary items denominated in currencies other than the functional currency are remeasured at

period-end exchange rates, and transaction gains and losses are included inother gains and losses - net, net in our consolidated

statements of operations. Non-monetary items are remeasured at historical rates.

Revenue from contracts with customers

The Group recognizes revenue when it satisfies a performance obligation(s) in accordance with the provisions of a

customer order or contract. This is achieved when control of the product has been transferred to the customer, which is

generally determined when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery

of the product. The shipping terms vary across all businesses and depend on the product, the country of origin, and the type of

transportation. Accordingly, the sale of Constellium’s products to its customers represent single performance obligations for

which revenue is recognized at a point in time. In certain limited circumstances, the Group may be required to recognize

revenue over time for products that have no alternative use and for which the Group has an enforceable right to payment for

production completed to date. Revenue is based on the consideration the Company expects to receive in exchange for its

products. Returns and other adjustments have not been material. Based on the foregoing, no significant judgment is required to

determine when control of a product has been transferred to a customer.

The Group considers shipping and handling activities as costs to fulfill the promise to transfer the related products. As a

result, customer payments of shipping and handling costs are recorded as a component of revenue.

The Group applies the practical expedient for disclosures on performance obligations that are part of contracts that have

an original duration of one year or less.

The Group elected the practical expedient on significant financing components when the period of transfer of the product

and the payment is one year or less.

Research and development costs

Research and development costs are expensed as incurred.

Other gains and losses - net

Other gains and losses - net includes: (i) realized and unrealized gains and losses for commodity derivatives and foreign

exchange derivatives contracted for commercial purposes to which hedge accounting is not applied, (ii) unrealized exchange

gains and losses from the remeasurement of monetary assets and liabilities, (iii) the ineffective portion of changes in the fair

value of derivatives designated for hedge accounting, (iv) impairment charges on assets, (v) non-operating expenses on

factoring arrangements and (vi) non-operating expenses on pension and other post-employment benefits.

Other gains and losses - net also includes other unusual, infrequent or non-recurring items. Such items are disclosed by

virtue of their size, nature or incidence. In determining whether an event or transaction is unusual, infrequent or non-recurring,

management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

Interest income and expense

Interest expense on short and long-term financing is recorded at the relevant rates on the various borrowing agreements

using the effective interest rate method.

Borrowing costs, including interest, incurred for the construction of any qualifying asset are capitalized during the period

of time required to complete and prepare the asset for its intended use.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash in bank accounts and on hand, short-term deposits held on call with

banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible

into known amounts of cash and are subject to insignificant risk of changes in value.

Trade account receivables

Trade account receivables are recognized at amortized cost. The Group applies the current expected credit loss model,

where a lifetime expected credit loss is recorded upon initial recognition. Write-downs are recorded to profit and loss when the

Group deems all or a portion of a financial asset to be uncollectible. Reversals of such losses are not permitted.

Factoring arrangements

In factoring arrangements under which the Group has surrendered all control over the receivables, the receivables are

derecognized from the Consolidated Balance Sheets. The Group determines whether the following conditions are met for

derecognition: (1) the transferred receivables have been isolated from the Group (including creditors in the event of

bankruptcy), (2) the Group has no continuing involvement with the transferred receivables (3) the Group does not maintain

effective control over the transferred receivables. If these three conditions are met, the transferred receivables qualify as a sale

of financial assets and are derecognized from the Consolidated Balance Sheets. Arrangements in which the Group derecognizes

receivables result in changes in trade receivables, which are reflected as cash flows from operating activities on the

Consolidated Statement of Cash Flows. When trade account receivables are sold with limited recourse and do not meet the

conditions for derecognition, receivables are not derecognized. Where the Group does not derecognize the receivables, the cash

received from the factor is classified as a financing cash inflow, the settlement of the receivables as an operating cash inflow

and the repayment to the factor as a financing cash outflow on the Consolidated Statement of Cash Flows.

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 Group has no retained interests in the transferred receivables, other than our

right to the deferred purchase price and immaterial collection and administrative service fees. The deferred purchase price

receivable is recorded at fair value within Fair value of derivatives instruments and other financial assets in the Consolidated

Balance Sheets. The fair values of these deferred purchase price receivables approximate their carrying values, as a result of

their liquidity or short maturity.

Inventories

Inventories are valued at the lower of cost and net realizable value, primarily on a weighted-average cost basis.

Weighted-average cost for raw materials, stores, work in progress and finished goods is calculated using the costs

experienced in the current period based on normal operating capacity and includes the purchase price of materials, freight,

duties and customs, and the costs of production, which includes labor, materials and other costs that are directly attributable to

the production process and production overheads.

Derivatives and hedging

Derivatives

The Group uses derivative financial instruments, such as forward currency contracts, interest rate swaps and forward

commodity contracts, to hedge its foreign currency risks, interest rate risks and commodity price risks, respectively.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is

negative.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-

measured to their fair value at the end of each reporting period.

The accounting for subsequent changes in fair value depends on whether the derivative qualifies for hedge accounting

treatment. For derivative instruments that do not qualify for hedge accounting, changes in the fair value are recognized

immediately in profit or loss and are included in Other gains and losses - net or Finance costs - net depending on the nature of

the underlying exposure. For derivatives that qualify for hedge accounting, changes in the fair value are recognized in Other

Comprehensive Income ("OCI").

Hedge accounting

For derivative instruments that are designated for hedge accounting, the Group documents at the inception of the hedging

transaction the relationship between hedging instruments and hedged items as well as the risk management objective and the

strategy for undertaking the hedge transaction. The Group also documents its assessment, both at hedge inception and on an

ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly

effective in offsetting changes in cash flows of hedged items.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

recognized in OCI and accumulated in equity. The gain or loss relating to the ineffective portion is recognized immediately in

the Consolidated Income Statement in Other gains and losses - net.

Amounts accumulated in equity are reclassified to the Consolidated Income Statement when the hedged item affects the

Consolidated Income Statement. The gain or loss relating to the effective portion of derivative instruments hedging forecasted

cash flows under customer agreements is recognized in Revenue. When the forecasted transaction that is hedged results in the

recognition of a non-financial asset, the gains and losses previously deferred in equity are reclassified from equity and included

in the initial measurement of the cost of the asset. The deferred amounts would ultimately be recognized in the Consolidated

Income Statement upon the sale, depreciation or impairment of the asset.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge

accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecasted

transaction is ultimately recognized in the Consolidated Income Statement. When a forecasted transaction is no longer expected

to occur, the cumulative gain or loss that was recognized in equity is immediately reclassified to the Consolidated Income

Statement.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date. The Group applies the fair value hierarchy established by GAAP for the

recognition and measurementof certain financial assets and liabilities.

Property, plant and equipment

Property, plant and equipment acquired by the Company are recorded at cost. Borrowing costs, including interest,

directly attributable to the acquisition or construction of property, plant and equipment are included in the cost. Subsequent to

the initial recognition, Property, plant and equipment are measured at cost less accumulated depreciation and impairment, if

any. Costs are capitalized into construction work-in-progress until projects are completed and the assets are available for use.

Upon sale or disposition, the resulting gain or loss are recognized in the Consolidated Income Statement in Other gains

and losses - net.

Depreciation

Land is not depreciated. Property, plant and equipment are depreciated over the estimated useful lives of the related

assets using the straight-line method as follows:

•Buildings:10 –50 years;

•Machinery and equipment:3 –40 years;

•Vehicles:5 –8 years.

Intangible assets

Technology and customer relationships acquired in a business combination are recognized at fair value at the acquisition

date. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment

losses. The useful lives of the Group intangible assets are assessed to be finite.

Amortization

Intangible assets are amortized over the estimated useful lives of the related assets using the straight-line method as

follows:

•Technology:20 years;

•Customer relationships:25 years;

•Software:3 –5 years.

Goodwill

Goodwill arising from a business combination is carried at cost as established at the date of the business combination less

accumulated impairment losses, if any.

Goodwill is allocated at the reporting unit level, which is defined as an operating segment or as a component, one level

below an operating segment. Components need to be aggregated when they have similar characteristics for allocating goodwill.

Gains and losses on the disposal of a reporting unit include the carrying amount of goodwill relating to the reporting unit

sold.

Impairment

Impairment of property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets subject to amortization are reviewed for impairment if there is any

indication that the carrying amount of the asset or asset group to which it belongs, may not be recoverable.

The Group regularly assesses whether events and circumstances with the potential to trigger impairment have occurred

and relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash

flow, to make such assessments.

The Group uses an estimate of the future undiscounted cash flows of the related asset or asset group over the estimated

remaining life of such asset or asset group in measuring whether the asset or asset group is recoverable.

Any impairment loss is recognized in Other gains and losses - net in the Consolidated Income Statement and cannot be

reversed in subsequent periods.

Impairment of goodwill

Reporting units to which goodwill is allocated are tested for impairment at least annually, as of October 1 st of each fiscal

year, or more frequently when there is an indication that allocated goodwill may be impaired. A qualitative assessment can be

performed before performing a quantitative impairment test.

If the carrying amount of the reporting unit exceeds its fair value, the difference is recorded as an impairment loss,

limited to the carrying amount of goodwill allocated to the reporting unit.

An impairment loss is recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value.

Any impairment loss is recognized in Other gains and losses - net in the Consolidated Income Statement. An impairment

loss recognized for goodwill cannot be reversed in subsequent years.

Reporting units

The reporting units generally correspond to industrial sites.

Taxation

Income tax (expense) / benefit is calculated on the basis of enacted tax laws at the Consolidated Balance Sheets date in

the countries where the Company and its subsidiaries operate and generate taxable income.

The Group is subject to income taxes in France, the United States, Germany and numerous other jurisdictions. Certain of

Constellium’s businesses may be included in consolidated tax returns within the Group. In certain circumstances, these

businesses may be jointly and severally liable with the entity filing the consolidated tax return, for additional taxes that may be

assessed.

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to

temporary differences between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their

respective tax bases. Deferred income tax assets are also recognized for operating loss carryforwards and tax credit

carryforwards.

Deferred income tax assets and liabilities are measured using tax rates that are expected to apply in the year when the

asset is realized or the liability is settled. Deferred income tax assets are recognized in full and reduced by a valuation

allowance if it is more likely than not that some or all of the deferred income tax assets will not be realized.

Trade payables

Trade payables are initially recorded at fair value and are subsequently measured at amortized cost. Trade payables are

classified as current liabilities if payment is due in one year or less.

Leases

The Group determines whether a contract contains a lease at inception. The Group leases certain land and buildings, plant

equipment, vehicles, and computer equipment. Leases under which the Group has substantially all the risks and rewards of

ownership are classified as finance leases. Various buildings and equipment are leased from third parties under finance lease

agreements. Under such finance leases, the asset financed is recognized as a right-of-use asset in the asset category to which

they relate in Property, plant and equipment and the financing is recognized as a lease liability, in Borrowings. Ifa lease does

not meet the finance lease classification criteria in accordance with ASC 842 Leases ("ASC 842"), it is classified as an operating

lease.

Lease right-of-use assets and lease liabilities with an initial term greater than 12 months are recorded on the balance sheet

at the present value of the future minimum lease payments over the lease term calculated at the lease commencement date.

Constellium uses an incremental collateralized borrowing rate based on the information available at the lease commencement

date in determining the present value of future payments, as most of the Group’s leases do not provide an implicit rate. The

right-of-use assets also include any lease prepayments made and are reduced by lease incentives and accrued exit costs. For

operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on

the lease liability and amortization expense on the right-of-use asset are recognized separately.

Certain real estate leases include one or more options to renew; the exercise of lease renewal options is at Constellium’s

discretion. The Group includes renewal option periods in the lease term when it is determined that the options are reasonably

certain to be exercised. Certain of Constellium’s real estate lease agreements include rental payments that either have fixed

contractual increases over timeor adjust periodically for inflation. Also, certain of the Group’s lease agreements include

variable lease payments. The variable portion of payments is not included in the initial measurement of the right-of-use asset or

lease liability due to the uncertainty of the payment amount and is recorded as lease cost in the period incurred.

The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the

commencement date and do not contain a purchase option that the Group is reasonably certain to exercise. Lease payments on

short-term leases and low-value asset leases are recognized as expense on a straight-line basis over the lease term.

The Group also applies the practical expedients for lease and non-lease components as a single component for vehicles.

Provisions

Estimated losses are recorded at the best estimate of expenditures required to settle liabilities of uncertain timing or

amount when management determines that i) it is probable that a liability has been incurred at the date of the financial

statements and ii) such amounts can be reasonably estimated. Estimated losses are measured at management’s best estimate out

of the range of possible outcomes. In the absence of management’s best estimate or if each outcome is equally probable, the

loss is measured at the minimum amount in the range.

The ultimate cost to settle such liabilities is uncertain, and cost estimates can vary in response to many factors. The

settlement of these liabilities could materially differ from recorded amounts or the expected timing of expenditure could

change. As a result, there could be significant adjustments to estimated losses, which could result in additional charges or

recoveries.

Close down and restoration costs

Estimated close down and restoration costs are accounted for in the year when the legal obligation arising from the

related disturbance occurs and the amount required to settle the obligation can be reasonably estimated. These costs are based

on the net present value of estimated future costs. Provisions for close down and restoration costs do not include any additional

obligations expected to arise from future disturbance. The costs are estimated on the basis of a closure plan including feasibility

and engineering studies, are updated annually during the life of the operation to reflect known developments (e.g. revisions to

cost estimates and to the estimated lives of operations) and are subject to formal review at regular intervals each year.

The initial closure estimated loss together with subsequent movements in the accrual for close down and restoration

costs, including those resulting from new disturbance, updated cost estimates, changes to the estimated lives of operations and

revisions to discount rates, are capitalized in Property, plant and equipment. These costs are depreciated over the remaining

useful lives of the related assets. The estimated loss is subsequently adjusted for accretion expense, which is recognized in the

Consolidated Income Statement as an operating cost over the useful life of the asset.

Environmental remediation costs

Environmental remediation costs are accounted for based on the Group’s best estimate of the costs of the Group’s

environmental clean-up obligations. Changes in the environmental remediation estimated loss are recorded in Cost of sales

(excluding depreciation and amortization).

Restructuring costs

Estimated losses for restructuring are recorded when Constellium’s management is demonstrably committed to the

restructuring plan and the liabilities can be reasonably estimated. The Group recognizes liabilities that primarily include one-

time termination benefits, severance, and contract termination costs, primarily related to equipment and facility lease

obligations. These amounts are based on the remaining amounts due under various contractual agreements and are periodically

adjusted for changes in circumstances that would reduce or increase these obligations.

Legal claims and other costs

Estimated losses for legal claims are made when it is probable that liabilities will be incurred and when such liabilities

can be reasonably estimated. For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a

matter is deemed to be probable and the loss is reasonably estimable. Legal matters are reviewed on a regular basis to determine

if there have been changes in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a

potential loss.

Pension, other post-employment plans and other long-term employee benefits

For defined contribution plans, the contribution paid in respect of service rendered over the service year is recognized in

the Consolidated Income Statement. This expense is included in Cost of sales (excluding depreciation and amortization),

Selling and administrative expenses and Research and development expenses.

For defined benefit plans, the retirement benefit obligation recognized in the Consolidated Balance Sheets represents the

present value of the defined benefit obligation less the fair value of plan assets. The defined benefit obligations are assessed

using the projected unit credit method. The amount recorded in the Consolidated Income Statement in respect of these plans is

included within Cost of sales (excluding depreciation and amortization), Selling and administrative expenses and Research and

development expenses for its service cost component and in Finance costs - net and for its net interest cost component. Other

non-operating pension and other post-employment benefit losses or gains are included in Other gains and losses - net. The

effects of changes in actuarial assumptions and experience adjustments are initially recorded in the Consolidated Statement of

Comprehensive Income and subsequently amortized over future periods into the Consolidated Income Statement in Other gains

and losses - net.

Other post-employment benefit plans mainly relate to health and life insurance benefits to retired employees and in some

cases to their beneficiaries and covered dependents. Eligibility for coverage is dependent upon certain age and service criteria.

These benefit plans are unfunded and are accounted for as defined benefit obligations, as described above.

Other long-term employee benefits mainly include jubilees and other long-term disability benefits. For these plans,

actuarial gains and losses are recognized immediately in the Consolidated Income Statement.

Share-based payment arrangements

Equity-settled share-based payments to employees and corporate officers are measured at the fair value of the equity

instruments at the grant date. Market performance conditions are reflected within the grant date fair value. Service and non-

market performance conditions are not taken into account when determining the grant date fair value of awards, but the

likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that

will ultimately vest.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the

Group’s estimate of equity instruments that are expected to eventually vest based on the service and non-market vesting

conditions, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimates of the

number of equity instruments that are expected to vest based on the non-market vesting and service conditions. The impact of

the revision to original estimates, if any, is recognized in profit or loss, with a corresponding adjustment to equity.

Government Grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached

conditions are complied with.

Government grants relating to the purchase of property, plant and equipment reduce the carrying amount of the asset.

They are credited to profit or loss on a straight-line basis over the expected useful lives of the related assets. Government grants

relating to costs offset the corresponding expense and are deferred and recognized in profit or loss over the period necessary to

match them with the costs that they are intended to compensate.

Recently Issued Accounting Pronouncements

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. Early adoption is permitted. This accounting

standard is effective in the first quarter of the Company's fiscal year ended December 31, 2025. We are currently evaluating the

impact of adoption on our 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. The new

standard 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 has not early adopted the aforementioned new standards, amendments and interpretations which have been

issued, but are not yet effective.

The Group plans to adopt these new standards, amendments and interpretations on their required effective dates and does

not expect any material impact as a result of their adoption.

NOTE 2 - REVENUE

In the following table, revenue is disaggregated by product line and destination of shipment. See Note 3 - Operating

segment information herein for additional disclosures of revenue disaggregated by operating segments.

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.

NOTE 3 - SEGMENT INFORMATION

Aerospace & Transportation (A&T)

A&Toperating 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. A&T operates five facilities in the United States, France and Switzerland and had approximately 3,300 employees at

December 31, 2024.

Packaging & Automotive Rolled Products (P&ARP)

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 product. P&ARP operates four facilities located in the United

States, France and Germany and had approximately 4,100 employees at December 31, 2024.

Automotive Structures & Industry (AS&I)

AS&I operating segment produces (i) technologically advanced structural solutions for the automotive industry including

crash management systems, body structures, side impact beams and battery enclosure components, (ii) soft and hard alloy

extrusions for automotive, transportation, general industrial applications, and (iii) large profiles for rail and general industrial

applications. We complement our products with a comprehensive offering of downstream technology and services, which

include pre-machining, surface treatment, R&D and technical support services. AS&I operates sixteen facilities located in

North America, Europe and China and had approximately 3,900 employees at December 31, 2024.

Holdings & Corporate (H&C)

Holdings & Corporate includes the costs of our corporate support functions and our technology centers located in the

United States, France and Switzerland.

Intersegment elimination

Intersegment transactions are conducted on an arm’s length basis and reflect market prices.

3.1 Segment Revenue, Segment Costs and Segment Adjusted EBITDA

(A) Other segment expenses includes primarily selling, 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.

(C)For the year ended December 31, 2024, restructuring costs were related to cost reduction programs in the United States and in Europe.

Extrusions Deutschland GmbH which was completed on September 29, 2023 (See Note 23 - Acquisition and disposal of subsidiaries).

million of gains recognized upon the reevaluation of previously heldnon-controlling interests of Railtech See Note 23 - Acquisition and

disposal of subsidiaries), as well as $6 million of costs associated withnon-recurring corporate transformation projects.

3.3 Segment capital expenditures

(A)Purchase of Property plant and equipment, net of grant received and insurance compensation related to Property plant and equipment.

3.4 Segment depreciation, amortization and impairment

3.5 Segment assets

3.6 Information about major customers

Revenue from sales to the Group’s largest customer, which we serve through a number of contracts across our sites, was

$715 million,$793 million and$882 million for theyears ended December 31,2024,2023 and 2022, respectively. No other

single customer contributed 10% or more to the Group’s revenue for 2024,2023 and 2022.

NOTE 4 - INFORMATION BY GEOGRAPHIC AREA

Property, plant and equipment, are reported as follows, based on the physical location of the assets:

NOTE 5 - 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.

(D)For theyear ended December 31, 2023, gains and losses on disp osals net of transaction costs included a $3 million loss related to the

sale of Constellium Ussel S.A.S. which was completed on February 2, 2023 and a $47 million gain related to the sale of Constellium

Extrusions Deutschland GmbH which was completed on September 29, 2023 (See Note 23 - Acquisition and disposal of subsidiaries).

(E)Includes$45 million of insurance proceeds and$43 million of clean-up costs and inventory impairment related to the flooding of our

facilities in Valais (Switzerland).

(F)For theyear ended December 31, 2024, other included$4 million ofinsurance proceeds related to assets damaged in 2021 and$3

million of gains recognized upon the reevaluation of previously held non-controlling interests of Railtech (See Note 23 - Acquisition

and disposal of subsidiaries).

NOTE 6 - FINANCE COSTS - NET

(A)For theyear ended December 31, 2024, interest expense on borrowings included$86 million of interest and$4 million of amortization

of arrangement fees related to Constellium SE Senior Notes. For theyear ended December 31, 2023, it included$81 million of interest

and$4 million of amortization of arrangement fees related to Constellium SE Senior Notes. For theyear ended December 31, 2022, it

included$83 million of interest and$4 million of amortization of arrangement fees related to Constellium SE Senior Notes.

(B)In August 2024, Constellium SE redeemed $250 million 5.875% Senior Notes due 2026 and the€400 million 4.250% Senior Notes due

2026. The net loss on the settlement of debt included the write‐off of the outstanding balance of deferred arrangement fees at the date of

redemption for$3 million.

(C)The Group hedges the dollar exposure, relating to the principal of its Constellium SE U.S. dollar Senior Notes, for the portion that has

not been used to finance directly or indirectly U.S. dollar functional currency entities. Changes in the fair value of these hedging

derivatives are recognized within Finance costs – net in the Consolidated Income Statement.

(D)Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5% for theyears ended

December 31, 2024,2023 and 2022.

NOTE 7 - INCOME TAX

The domestic (France) and foreign components of our income before income tax are as follows:

The reconciliation of the French statutory income tax rate to the Group’s effective income tax rate is as follows:

(A)For theyears ended December 31, 2024,2023 and 2022, the effect of foreign tax rate resulted from the geographical mix of our pre-tax

results.

(B)For theyear ended December 31, 2023, the effect of investment in subsidiaries mainly relates to the recognition of CTA reserves linked

todivestitures that occurred in 2023.

(C)For theyear ended December 31, 2024, the changes in valuation allowance mainly relates to the deferred tax assets of our operating

entities in Germany as management determined that it was more likely than not that these DTAs would not be used in a foreseeable

future. In making this determination, management considered all available positive and negative evidence. For theyear ended

December 31, 2023, the changes in valuation allowance mainly related to the deferred tax assets in Switzerland, Mexico and China. For

the year ended December 31, 2022, the changes in valuation allowance mainly related to one of our main operating entities in the

United States for $202 million asmanagement determined that it was more likely than not that future earnings will be sufficient to

realize these deferred tax assets. In making this determination management considered all available positive and negative evidence

including historical results as well as forecasted profitability supported by revised projections from the Group’s latest long-term plan.

(D)For the year ended December 31, 2023, the changes in tax laws and rates related mainly to the change of composite tax rate in the

United States tax jurisdiction.

The Group has reviewed its corporate structure in light of the introduction of Pillar Two Model Rules in the jurisdictions

where it operates based on the most recent tax filings and financial statements. Based on this assessment, the Group has determined

that it is not liable to Pillar Two“top-up” taxes for the year ended December 31, 2024.

The components of our income tax provision are as follows:

Unrecognized Tax Benefits

As of December 31, 2024, and 2023, and 2022, the total amount of unrecognized benefits that, if recognized, would

affect the effective income tax rate in future periods based on anticipated settlement dates is $12 million,$16 million and$21

million, respectively. Our tax returns forcertain past yearsare still subject to examination by taxing authorities in the various

countries where we operate.

Our reserves for unrecognized tax benefits, as well as reserves for interest and penalties were:

(A)Including interest and penalties

(B)Excluding reduction for settlements with tax authorities

Our policy is to record interest and penalties related to unrecognized tax benefits in income tax (benefit) provision on our

million, $1 million, and$1 million, respectively.

Deferred Income Taxes

The following tables presents our net deferred income tax assets / (liabilities):

The following table presents the components of deferred income tax assets and liabilities as of December 31, 2024 and

December 31, 2023:

(A)At December 31, 2024 and 2023, Other deferred income tax assets primarily related to temporary differences arising from provisions

and interest expense which will become tax-deductible in future periods.

(B)The following table summarizes changes in valuation allowance:

Some deferred tax assets in respect of temporary differences and unused tax losses were recognized without being offset

by deferred tax liabilities. In accordance with the accounting policies described in Note 1 of the Consolidated Financial

Statements (Judgments in applying accounting policies and key sources of estimation uncertainty), a detailed assessment was

performed on net deferred tax asset recovery at December 31, 2024 and 2023, with specific focus on tax jurisdictions with

unused tax losses carried forward. Management considered that the tax losses that generated the deferred tax assets were not

expected to be recurring and did not challenge the profitable long-term structure of its business model. In addition, tax planning

opportunities are available to increase the taxable profit and the use of the long-term limited and unlimited tax losses.

Management concluded that it was more likely than not that the net deferred tax balance of$272 million and$302 million at

December 31, 2024 and 2023, respectively, would be recoverable.

Based on the expected taxable income of the entities, the Group believed that it was more likely than not that a total of

$73 million at December 31, 2024, of unused tax losses and deductible temporary differences, would not be used.

Consequently, a valuation allowance was recognized for the corresponding deferred tax assets.

The tax losses carried forward amounting$258 million at December 31, 2024 and the associated valuation allowance

of$40 million was attributable to the following:

NOTE 8 - EARNINGS PER SHARE

Basic earnings per share are computed using the weighted-average number of ordinary shares outstanding during the year.

Diluted earnings per share are computed using the weighted-average number of ordinary shares and ordinary share equivalents

outstanding during the year. 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:

For theyears ended December 31,2024,2023 and 2022, no ordinary shares assuming exercise of equity-based awards

were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

NOTE 9 - TRADE RECEIVABLES AND OTHER

9.1 Contract assets

Contract assets included$9 million and$7 million of unbilled tooling costs at December 31, 2024 and 2023, respectively.

9.2 Factoring arrangements

The Group has entered into several accounts receivable factoring programs with various financial institutions for certain

receivables of the Group. The programs are accounted for as true sales of the receivables and had combined limits of

approximately$667 million and$697 million at December 31, 2024 and 2023, respectively.

The beginning deferred purchase price balance for the years ended December 31, 2024, 2023 and 2022 were$8 million,

$9 million and$4 million, respectively. During each of the aforementioned years, there were non-cash additions to the deferred

purchase price receivable of$79 million, $96 million, and$95 million (these additions are excluded from the Statement of Cash

Flow as they are non-cash investing transactions) and cash collections of $85 million,$97 million and$90 million, respectively.

This activity resulted in an ending deferred purchase price receivable balance of$2 million,$8 million and$9 million for the

years ended December 31, 2024, 2023 and 2022, respectively.

The Group has recorded $22 million,$24 million and$16 million of expense related to its factoring programs in 2024,

2023 and 2022, respectively, and has presented these amounts in Other gains and losses - net in its Consolidated Income

Statement.

NOTE 10 - INVENTORIES

NOTE 11 - PROPERTY, PLANT AND EQUIPMENT

Depreciation expense related to Property, plant and equipment is shown in the table below:

The amount of contractual commitments for the acquisition of property, plant and equipment is disclosed in Note 21 -

Commitments.

NOTE 12 - LEASES

Various buildings and equipment are leased from third parties under both finance and operating lease agreements.

Right-of-use assets have been included in the same line item of property, plant and equipment as that in which a

corresponding owned asset would be presented. The following table presents the classification of leasing assets and liabilities

within our Consolidated Balance Sheets:

(A)Finance lease assets are recorded net of accumulated depreciation and impairment of$65 million and$70 million as of December 31,

2024 and 2023, respectively.

The following table presents the classification of lease related expenses as reported with our Consolidated Income

Statement:

(B)Operating lease costs exclude short-term lease and variable lease costs for$22 million,$20 million and$15 million as of December 31,

2024,2023 and 2022 respectively.

The following table presents the classification of lease related cash-flows as reported with our Consolidated Statement of

Cash Flows:

Property, plant and equipment acquired through finance leases amounted to$5 million,$6 million and$0 million for the

years ended December 31, 2024,2023 and 2022, respectively. These leases and financings are excluded from the Consolidated

Statement of Cash Flow as they are non-cash investing transactions.

The following table presents supplemental information on our finance and operating leases as of December 31,2024 and

2023:

Future minimum lease payments as of December 31, 2024, for our operating and finance leases having an initial or

remaining non-cancelable lease term in excess of one year are asfollows:

NOTE 13 - INTANGIBLE ASSETS AND GOODWILL

Amortization expense related to Intangible assets is shown in the table below:

Estimated total amortization expense related to intangible assets for the next five years is as follows:

As of December 31,2024 and 2023, the carrying value of Goodwill amounted to$46 million and$41 million,

respectively and was mainly allocated to the P&ARP segment for$28 million.

In the year ended December 31,2024, a$5 million goodwill was recognized as a result of the acquisition of Railtech

(refer to Note 23 - Acquisition and disposal of subsidiaries). There wasno increase nor decrease of goodwill related to

acquisition or disposals in 2023.

Management performed a quantitative assessment for its reporting units in the fourth quarter ended December 31, 2024.

The estimated fair value of each of the reporting units were in excess of its carrying value, resulting in no impairment of

goodwill.

NOTE 14 - TRADE PAYABLES AND OTHER

Contract liabilities and other liabilities tocustomers

Contract liabilities and other liabilities to customers include deferred tooling revenue, advance payment from customers

and unrecognized variable consideration which consists of expected volume rebates, discounts, incentives, refund penalties and

price concessions.

Revenue related to contract liabilities and other liabilities to customers for the years 2024,2023, and 2022 arepresented

in the table below:

NOTE 15 - DEBT

15.1 Analysis by nature

(A)For theyear ended December 31, 2024, the net change in revolving credit facilities and short-term debt included mainly $55 million of

proceeds under the Pan-U.S. ABL.

(B)In August 2024, Constellium SE redeemed the$250 million 5.875% Senior Notes due 2026 and the€400 million 4.250% Senior Notes

due 2026. For theyear ended December 31, 2023, repayments of long-term debt included the redemption of$50 million out of the

$300 million outstanding aggregate principal amount of the 5.875% Senior Notes due 2026 on July 20, 2023.

(C)In August 2024, Constellium SE issued a$350 million 6.375% Senior Note and a€300 million 5.375% Senior Note, both due 2032. For

theyear ended December 31, 2024, payment of debt issuance costs included the arrangement fees related to the August 2024 Senior

Notes issuance for$12 million.

(D)Other loans include$25 million of financial liabilities relating to the sale and leaseback of assets that were considered to be financing

arrangements in substance.

(E)Current portion of debt include mainly accrued interest and current portions of finance leases and other long-term loans relating to the

sale and leaseback of assets.

Description of credit arrangements

Pan-U.S. ABLFacility

The Pan-U.S. ABL Facility provides Ravenswood, Muscle Shoals, and Bowling Green (the“Borrowers”) a working

capital facility for their respective operations. The Pan-U.S. ABL Facility matures on the earlier of (i)August 22, 2029 and (ii)

90 days prior to the maturity date of any indebtedness (other than loans under the Pan-U.S. ABL Facility) of any Borrower or

any Borrower’s subsidiaries in an aggregate amount exceeding$50 million.

The available commitments thereunder are$550 million and include an accordion feature which if exercised in full, would

allow the Borrowers to increase commitments by$100 million subject to additional lender commitments, borrowing base

availability and certain other conditions. The Pan-U.S. ABL Facility has sublimits of$30 million for letters of credit and

$10 million for swingline loans.

This facility contains a fixed charge coverage ratio maintenance covenant along with customary affirmative and negative

covenants. Evaluation of compliance with the maintenance covenant is only required if the borrowing availability falls below

10% of the aggregate revolving loan commitments.

The borrowers' obligations under this facility are, subject to certain exceptions, secured by substantially all of the assets

of Ravenswood, Muscle Shoals, and Bowling Green and certain assets of the guarantors of this facility.

French Inventory Facility

At December 31, 2024, French subsidiaries Constellium Issoire S.A.S. and Constellium Neuf-Brisach S.A.S. have a

€100 million committed asset-based credit facility (the“French Inventory Facility”) in place. The Borrowers’ obligations under

the French Inventory Facility are secured by possessory and non-possessory pledges of the eligible inventory of the borrowers.

This facility matures in April 2025 and was undrawn at December 31, 2024.

Senior Notes

The November 2017 Notes, the June 2020 Notes, the February 2021 Notes, the June 2021 Notes, and the August 2024

Notes are collectively, the “Senior Notes.”

The Senior Notes are senior unsecured obligations of Constellium SE and are guaranteed on a senior unsecured basis by

certain of its subsidiaries.

The indentures for our outstanding Senior Notes contain customary terms and conditions, including amongst other things,

limitations for certain of Constellium SE subsidiaries and/or Constellium SE on incurring or guaranteeing additional

indebtedness, on paying dividends, on making other restricted payments, on incurring certain liens, on selling assets and

subsidiary stock, and on merging.

Upon a change of control (as defined in the indentures governing each of the Senior Notes), Constellium SE will be

required to make an offer to purchase all outstanding Notes at a price in cash equal to 101% of the principal amount of the

Notes, plus accrued and unpaid interest, if any, to the purchase date.

November 2017 Notes (Partially redeemed in November 2021 and July 2023, redeemed in August 2024)

On November 9, 2017, Constellium SE issued$500 million in aggregate principal amount of 5.875%Senior Notes due

2026 (the“2017 U.S. dollar Notes”) and€400 million in aggregate principal amount of 4.250% Senior Notes due 2026 (the

“2017 Euro Notes” and together with the 2017 U.S. dollar Notes, the“November 2017 Notes”).

On November 25, 2021,$200 million in aggregate principal amount of the 2017 U.S. dollar Notes were redeemed. On

July 20, 2023,$50 million in aggregate principal amount of the outstanding 2017 U.S. dollar Notes were redeemed. On August

8, 2024, the outstanding November 2017 notes Constellium SE were redeemed in full at par.

June 2020 Notes

On June 30, 2020, Constellium SE issued$325 million in aggregate principal amount of 5.625% Senior Notes due 2028

(the“June 2020 Notes”). The June 2020 Notes mature on June 15, 2028.

Constellium SE may redeem the June 2020 Notes at redemption prices (expressed as a percentage of the principal amount

thereof) equal to 101.406% during the 12-month period commencing on June 15, 2024, and at par on or after June 15, 2025, in

each case plus accrued and unpaid interest, if any, to the redemption date.

February 2021 Notes

On February 24, 2021, Constellium SE issued$500 million in aggregate principal amount of 3.750% Sustainability-

Linked Senior Notes due 2029 (the“February 2021 Notes”). The February 2021 Notes mature on April 15, 2029.

Interest on the February 2021 Notes initially accrues at a rate of 3.750% per annum. From and including April 15, 2026,

the interest rate payable on the February 2021 Notesbymay be adjusted up to 4.000% per annum if Constellium fails to

achieve the specified targets related to Scope 1 and 2 GHG emissions and recycled metal input.

Constellium SE may redeem the February 2021 Notes at redemption prices (expressed as a percentage of the principal

amount thereof) equal to 102% during the 12-month period commencing on April 15, 2024,101% during the 12-month period

commencing on April 15, 2025, and at par on or after April 15, 2026, in each case plus accrued and unpaid interest, if any, to

the redemption date.

June 2021 Notes

On June 2, 2021, Constellium SE issued€300 million in aggregate principal amount of 3.125% Sustainability-Linked

Senior Notes due 2029 (the“June 2021 Notes”). The June 2021 Notes mature on July 15, 2029.

Interest on the June 2021 Notes initially accrues at a rate of 3.125% per annum and is payable semi-annually on January

15 and July 15 of each year, beginning January 15, 2022. From and including July 15, 2026, the interest rate payable on the

June 2021 Notes may be adjusted up to 3.375% per annum if Constellium fails to achieve the specified targets related to Scope

1 and 2 GHG emissions and recycled metal input.

Constellium SE may redeem the June 2021 Notes at redemption prices (expressed as a percentage of the principal amount

thereof) equal to 101.688% during the 12-month period commencing on July 15, 2024,100.844% during the 12-month period

commencing on July 15, 2025, and at par on or after July 15, 2026, in each case plus accrued and unpaid interest, if any, to the

redemption date.

August 2024 Notes

On August 8, 2024, Constellium SE issued a$350 million in aggregate principal amount of 6.375% Senior Notes due

2032 (the“2024 U.S. dollar Notes”) and€300 million in aggregate principal amount of 5.375% Senior Notes due 2032 (the

“2024 Euro Notes” and together with the 2024 U.S. dollar Notes, the“August 2024 Notes”). The August 2024 Notes mature on

August 15, 2032.

Prior to August 15, 2027, Constellium SE may redeem some or all of the August 2024 Notes at a price equal to 100% of

the principal amount of the August 2024 Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a

“make-whole”premium.

Constellium SE may redeem the 2024 U.S. dollar Notes at redemption prices (expressed as a percentage of the principal

amount thereof) equal to 103.188% during the 12-month period commencing on August 15, 2027,101.594% during the 12-

month period commencing on August 15, 2028, and at par on or after August 15, 2029, in each case plus accrued and unpaid

interest, if any, to the redemption date.

Constellium SE may redeem the 2024 Euro Notes at its option at redemption prices (expressed as a percentage of the

principal amount thereof) equal to 102.6875% during the 12-month period commencing on August 15, 2027,101.34375%

during the 12-month period commencing on August 15, 2028, and at par on or after August 15, 2029, in each case plus accrued

and unpaid interest, if any, to the redemption date.

15.2 Fair values of Senior Notes

The carrying value of the Group’s Senior Notes at maturity is the redemption value.

The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024, based

on quoted prices, was 98%,90.6%,95.2% and 99.4% respectively of the nominal value and amounted to$319 million,$453

million,$297 million and$658 million, respectively, at December 31, 2024.

The fair value amounts for all Senior Notes were classified in Level 2 of the fair value hierarchy (refer to Note 16 for

further information regarding valuation hierarchy).

15.3 Securities against borrowings and covenants

Assets pledged as security

Constellium has pledged certain assets as collateral against certain of its borrowings(See description of credit arrangements in

Note 15.1 above).

Also, lease liabilities are generally secured as the rights to the leased assets recognized in the financial statements revert to the

lessor in the event of default.

Covenants

The Group was in compliance with all applicable debt covenants at and for the years ended December 31, 2024 and 2023.

15.4 Future maturities of debt

Principal repayments requirements for debt over the next five years and thereafter, excluding finance leases which are

disclosed in Note 12 - Leases, are as follows:

NOTE 16 - FINANCIAL INSTRUMENTS

16.1 Fair values of financial instruments

All derivatives are presented at fair value in the Consolidated Balance Sheets:

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 Senior Notes are disclosed in Note 15.2 Fair values of Senior Notes.

16.2 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 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.

There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the years

ended December 31, 2024 and 2023.

16.3 Foreign exchange risk

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 innon-USD functional currency subsidiaries from

functional currency to U.S. dollar, and of the related revenue and expenses, are not hedged as the Group operates in these

various countries on apermanent 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. dollar at the closing rate) of forward

derivatives for Constellium’s most significant foreign exchange exposures at December 31, 2024.

The Group has agreed to supply a major customer with fabricated metal products from a Euro functional currency entity

and invoices in U.S. dollar. These amounts are then consolidated in the financials in U.S. dollar. The Group has entered into

significant foreign exchange derivatives that matched related highly probable future conversion sales. The Group designates

these derivatives for hedge accounting, with a total nominal amount of$410 million and$209 million at December 31, 2024

and December 31, 2023 respectively, with maturities ranging from 2025 to 2029. Changes in the fair value of cash flow hedges

are reported by the 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 Consolidated Income Statement, the Consolidated

Statement of Cash Flows and the Consolidated Statement of Comprehensive Income:

(A)Commercial derivatives settled during the year are presented in net cash flows from operating activities in the 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 December 31, 2024, the net hedged position related to long-term and short-term loans and deposits in U.S. dollar

included a forward sale of$201 million versus the Euro using simple foreign exchange forward contracts.

(A)Net debt derivatives settled during the year are presented in Other financing activities in the Consolidated Statement of Cash Flows.

Total realized and unrealized gains or losses on foreign currency derivatives are expected to partially offset the net

foreign exchange result related to financing activities, both included in Finance costs - net.

16.4 Commodity price risk

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 in the price of

zinc, natural gas, silver and copper, and other alloying metals, to a lesser extent.

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 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 December 31, 2024, the nominal amount of commodity derivatives is as follows:

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 December 31, 2024, 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.

(A)Commodity derivatives settled during the year are presented in net cash flows from operating activities in the Consolidated Statement

of Cash Flows.

NOTE 17 - PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS

The Group has a number ofpension, other post-employment benefits and other long-term employee benefit plans. Some

of these plans are defined contribution plans and some are defined benefit plans, with assets held in separate trustee-

administered funds. Benefits paid through pension trusts are sufficiently funded to ensure the payment of benefits to retirees

when they become due.

Actuarial valuations are reflected in the Consolidated Financial Statements as described in Note 1 - General information

and summary of significant accounting policies.

17.1 Description of defined benefits plans

Pension plans

Constellium’s pension obligations are in the U.S., Switzerland, Germany and France. Pension benefits are generally

based on the employee’s service and highest average eligible compensation before retirement and are periodically adjusted for

cost of living increases, either by company practice, collective agreement or statutory requirement. Benefit plans in the U.S.,

Switzerland and France are funded in accordance with applicable requirements in their respective jurisdictions.

Other post-employment benefits (OPEB)

The Group provides healthcare and life insurance benefits to retired employees and in some cases to their beneficiaries

and covered dependents, mainly in the U.S. Eligibility for coverage depends on certain age and service criteria. These benefit

plans are unfunded.

Other long-term employee benefits

Other long-term employee benefits mainly include jubilees in France, Germany and Switzerland and other long-term

disability benefits in the U.S. These benefit plans are unfunded.

17.2 Actuarial assumptions

Pension and other post-employment benefit obligations were updated based on the discount rates applicable at December

31, 2024.

(A)Expected return rates applicable at beginning of year.

For both pension and healthcare plans, the post-employment mortality assumptions allow for future improvements in life

expectancy.

The other financial assumptions used for retirement plans in France and Germany is the rate of increase in pensions

which amounted to 2.00% at December 31, 2024,2023 and 2022.

The other main financial assumptions used for the OPEB healthcare plans, which are predominantly in the United States

were:

•Medical trend rate for pre-65 salaried healthcare plans:8.60% starting in 2025 decreasing gradually to 5.35% in

2033 and stable onwards,

•Claims costs based on Company experience.

17.3 Amounts recognized in the Consolidated Balance Sheets

17.4 Net periodic pension and other postretirement benefits cost

17.5 Movement in net defined benefit obligations

Movements in net defined benefit obligations reported in Other Comprehensive Income in the years ended December 31,

2024 and 2023, primarily reflected the impact of changes in discount rates (see note 17.2 Actuarial assumptions), the difference

between actual returns and interest on plan assets and the impact of changes in foreign exchange rates. The amount of

remeasurements included in AOCI expected to be recognized in net income in the following year is$14 million.

17.6 Plan asset categories

Investment policies and strategies

The assets of the Group’s pension plans are managed to meet the future expected benefit liabilities of the plans over the

long term by investing in diversified portfolios. The assets are managed by professional investment firms. The Group’s overall

investment strategy is to achieve target allocations for pension assets of 22% to 33% for equity,42% to 56% for fixed income,

10% to 22% for property, and 3% to 9% for other investments. As a result of the company’s diversified investment policy, there

were no significant concentrations of risk.

The expected long-term rate of return on plan assets reflects management’s expectations of long-term average rates of

return on funds invested to provide for benefits included in the projected benefit obligations. The Group’s approach has

emphasized the long-term nature of the return estimate such that the return assumption is not changed significantly unless there

are fundamental changes in capital markets that affect the Group’s expectations for returns over an extended period of time. The

Group’s systematic methodology for determining the long-term rate of return for the company’s investment strategies supports

its long-term expected return assumptions. Expected return rates for the years ended December 31, 2024,2023 and 2022 are

presented in Note 17.2 Actuarial assumptions.

As of December 31, 2024 and 2023 all of the plan assets were measured at fair value using the net asset value (or its

equivalent) except as noted and consisted of the following:

17.7 Cash flows

Expected contributions to pension and OPEB and other long-term benefit plans amount to $30 million and$14 million,

respectively, for the year ending December 31, 2025.

Future benefit payments expected to be paid either by pension funds or directly by the Group to beneficiaries are as

follows:

The weighted-average maturity of the defined benefit obligations was 11.7 years and 11.5 years, for the years ended

December 31, 2024 and 2023.

NOTE 18 - PROVISIONS

Close down, environmental and remediation costs

The Group records provisions for the estimated present value of the costs of its environmental clean-up obligations and

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.

Legal claims and other costs

(A)Since the early 1990s, certain activities of the Group’s businesses have been subject to claims and lawsuits in France relating to

occupational diseases resulting from alleged asbestos exposure, such as mesothelioma and asbestosis. It is not uncommon for the

investigation and resolution of such claims to go on over many years as the latency period for developing such diseases is typically

between 25 and 40 years. For any such claim, it is up to the social security authorities in each jurisdiction to determine if a claim

qualifies as an occupational illness claim. If so determined, the Group must settle the case or defend its position in court. At December

31, 2024, six cases in which gross negligence is alleged (“faute inexcusable”) are outstanding (seven at December 31, 2023), the

average amount per claim being around$0.4 million. The average settlement amount per claim over the past five years was less than

$0.5 million. It is not anticipated that the resolution of such litigation and proceedings will have a material effect on the future results

from continuing operations, financial position, or cash flows of the Group.

Contingencies

The Group is involved, and may become involved, in various lawsuits, claims and proceedings relating to customer

claims, product liability, employee and retiree benefit matters and other commercial matters. The Group records provisions for

pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the

obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex

and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and

an estimation of damages are and can be difficult to ascertain.

Concentration of risk

As of December 31, 2024, approximately 50% of U.S. employees were covered by collective bargaining agreements.

These agreements are negotiated on site, regionally or on a national level, and are of different durations.

For the year ended December 31, 2024, no extension to our current collective bargaining agreement and no new collective

bargaining agreements were negotiated or ratified.

NOTE 19 - SHARE CAPITAL

Share capital amounted to€2,936,397.68 at December 31, 2024, divided into 146,819,884 ordinary shares, each with a

nominal value of€2 cents and fully paid-up. All shares are of the same class and except for treasury shares have the right toone

vote each.

(A)Including 3,296,576 treasury shares at December 31, 2024.

NOTE 20 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the change in the components of accumulated other comprehensive loss, excluding non-

controlling interests, for the periods presented:

NOTE 21 - COMMITMENTS

Non-cancellable lease commitments

Non-cancellable lease commitments relating to the future aggregate minimum lease payments under non-cancellable

leases not recognized as lease liabilities amounted to$12 million and$11 million at December 31, 2024 and 2023, respectively.

Tangible and intangible asset commitments

Contractual commitments for the acquisition of Property, Plant and Equipment amounted to$147 million and$168

million at December 31, 2024 and 2023, respectively.

NOTE 22 - SHARE-BASED COMPENSATION

Description of the plans

The Group’s share-based compensation plan is the Constellium SE 2013 Equity Incentive Plan (the“Plan”). The principal

purposes of the Plan are to focus its officers and employees on business performance to help create shareholder value, to

encourage innovative approaches to the business of the Group and to encourage ownership of its ordinary shares by officers and

employees. The Plan is also intended to recognize and retain our key employees needed to sustain and ensure our future and

business competitiveness.

The Plan was approved by the Company’s Board of Directors in 2013 and provides for a variety of awards, including

Performance-Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs). The shareholders meeting of the

Company held on May 11, 2021 authorized the free allocation of 6,800,000 shares (existing or to be issued) under the Plan (this

authorization expired on July 10, 2024). The shareholders meeting of the Company held on May 2, 2024, authorized the free

allocation of 6,000,000 shares (existing or to be issued) under the Plan. This shareholders’ authorization is valid until July 1,

Performance-Based Restricted Stock Units (equity-settled)

The Company has periodically granted PSUs to selected employees of the Group and to the Chief Executive Officer.

These units vest after three years from the grant date if the following conditions are met:

•A vesting condition under which the beneficiaries must be continuously employed by or at the service of the

Group through the end of the 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%.

The PSUs granted in April 2019 achieved a TSR performance of 200%. These PSUs vested in April 2022 and 1,849,268

The PSUs granted in April 2020 achieved a TSR performance of 174%. These PSUs vested in April 2023 and 1,701,233

The PSUs granted in May 2021 achieved a TSR performance of 152%. These PSUs vested in May 2024 and 864,792

During the year ended December 31, 2024, the Company granted 600,268 PSUs to selected employees of the Group and to

the Chief Executive Officer. 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.

The following table lists the inputs to the valuation model used for the PSUs granted during the year ended December 31,

2024 and 2023 respectively:

(A)Volatilities for 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 (equity-settled)

The Company has periodically granted RSUs to selected employees of the Group and to the Chief Executive Officer. These

units vest after three years from the grant date if the beneficiaries remain continuously employed by or at the service of the

Group through the end of the vesting period.

During the year ended December 31, 2024, the Company granted 545,477 RSUs to selected employees of the Group and the

Chief Executive Officer subject to the beneficiaries remaining continuously employed by orat the service of the Group from the

grant date to the end of thethree-year vesting period. The fair value of the RSUs awarded is$19.82, being the quoted market

price at grant date.

Expense recognized during the year

The fair value of the award is determined based on the price of the Company’s ordinary shares on the grant date and the

related share-based compensation expense is recognized over the vesting period on a straight-line basis.The total share-based

compensation for the year ended December 31, 2024,2023 and 2022 amounted to$25 million,$22 million and$18 million,

Movement of potential shares

(A)For PSUs, the number of potential shares granted is presented using a vesting multiplier of 100%.

(B)When the achievement of TSR performance exceeds the vesting multiplier of 100%, the additional potential shares are presented as

over-performance shares.

(C)For potential shares related to PSUs,49,157 were forfeited following the departure of certain beneficiaries andnone were forfeited in

relation to the non-fulfilment of performance conditions.

During the year ended December 31,2023, the Company granted 701,976 RSUs and 701,945 PSUs with a grant fair

value of$16.13 and$22.73, respectively. During the year ended December 31,2022, the Company granted 556,360 RSUs and

603,023 PSUs with a grant fair value of$18.81 and$26.05, respectively.

Fair values of vested RSUs and PSUs amounted to$21 million for the year ended December 31, 2024, and$11 million,

$16 million for the years ended December 31,2023 and 2022, respectively. They are excluded from the Statement of Cash

flows as non-cash financing activities.

As of December 31, 2024, unrecognized compensation expense related tothe RSUs was$12 million, which will be

recognized over the remaining weighted average vesting period of 1.8 years and unrecognized compensation expense related to

the PSUs was$18 million, which will be recognized over the remaining weighted average vesting period of 1.8 years.

NOTE 23 - ACQUISITION AND DISPOSAL OF SUBSIDIARIES

On August 29, 2024, the Group acquired a 51% controlling interest in Railtech Alu-Singen (“RAS”) located in France and

part of Automotive Structures & Industry segment, an entity in which Constellium already held a non-controlling interest. The

transaction price was a cash consideration of$3 million. Net of cash & cash equivalent acquired of$6 million, the transaction

amounted to a positive cash-flow of$3 million. As a result of the transaction, a goodwill of$5 million was recognized as of

September 30, 2024 since our previous non-controlling interests were revalued resulting in a$3 million gain recognized in

other gains and losses.

On September 29, 2023, the Group disposed of its interest in its subsidiary Constellium Extrusions Deutschland GmbH

("CED"), which was classified as held for sale in the June 30, 2023 Consolidated Financial Statements. The Group received a

total cash consideration of$54 million for net assets at the date of disposal of$5 million. The disposal of CED generated a

$47 million gain net of transaction costs and the proceeds net of cash disposed amounted to$51 million.

On February 2, 2023, the Group disposed of its interest in its subsidiary Constellium Ussel S.A.S. The Group received cash

consideration of$2 million for net assets at the date of disposal of$4 million. The disposal of Constellium Ussel S.A.S., after

transaction costs, generated a$3 million loss and the proceeds net of cash disposed amounted to$0.3 million.

NOTE 24 - SUBSEQUENT EVENTS

No material subsequent events identified.