CONSTELLIUM SE
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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Jun 30, 2025 · Filed Jul 31, 2025
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Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 1 - BUSINESS AND SUMMARY OF 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 the aerospace, packaging, automotive, commercial transportation, general industrial and defense end-markets. At June 30, 2025, the Group operated 25 manufacturing facilities,3 R&D centers and 3 administrative centers.
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 and principles of consolidation
The accompanying unaudited interim condensed consolidated financial statements include the accounts of Constellium SE and its controlled subsidiaries. All intercompany transactions and balances are eliminated.
The accompanying unaudited interim condensed consolidated financial statements have been prepared by Constellium in accordance with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair statement of its financial position at June 30, 2025, results of operations and cash flows for the three-month and six-month periods ended June 30, 2025 and 2024 have been included. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements and accompanying notes in its annual report on Form 10-K for the year ended December 31, 2024. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2025 fiscal year.
Use of estimates and assumptions
The preparation of the Group’s consolidated financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. The principal areas of judgment relate to (1) impairment of assets; (2) actuarial assumptions related to pension and other postretirement benefit plans; (3) tax uncertainties and valuation allowances; and (4) assessment of loss contingencies, including environmental and litigation liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances, giving consideration to previous experience. Future events and their effects cannot be predicted with certainty, and accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements may change as new events occur, more experience is acquired, additional information is obtained, and our operating environment changes. The Group continuously reviews its significant assumptions and estimates in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential direct and indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will materialize or that actual results will not differ materially from estimates.
Recently adopted and recently issued accounting guidance
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09 -Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This accounting standard is effective for annual disclosures in fiscal year ended December 31, 2025. We are currently evaluating the impact of adoption on our annual financial disclosures.
In November 2024, the FASB issued ASU 2024-03 -Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures, requiring public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The standard
-7- is intended to benefit investors by providing more detailed expense information notably on employee compensation, depreciation and amortization and purchase of inventory, which is critical to understanding an entity’s performance, assessing its prospects for future cash flows and comparing its performance both over time and with that of other entities. This accounting standard as updated in ASU 2025-01 -Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date which clarified the interim reporting effective date of ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the guidance may be applied prospectively or retrospectively. We are currently evaluating the impact of adoption on our financial disclosures.
The Group plans to adopt these new standards, amendments and interpretations on their required effective dates and does not expect any material impact on its financial position, results of operations and cash flows as a result of their adoption.
NOTE 2 - REVENUE
In the following table, revenue is disaggregated by product line. See Note 3 - Segment information herein for additional disclosures of revenue disaggregated by operating segments.
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| Aerospace rolled products | 267 | 262 | 534 | 548 |
| Transportation, industry, defense and other rolled products | 200 | 212 | 368 | 396 |
| Packaging rolled products | 912 | 729 | 1,780 | 1,400 |
| Automotive rolled products | 295 | 320 | 586 | 631 |
| Specialty and other thin-rolled products | 26 | 28 | 50 | 60 |
| Automotive extruded products | 249 | 250 | 483 | 513 |
| Other extruded products | 154 | 131 | 281 | 264 |
| Total revenue by product line | 2,103 | 1,932 | 4,082 | 3,812 |
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.
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NOTE 3 - SEGMENT INFORMATION
Constellium hasthree business reportable segments - Aerospace & Transportation ("A&T"), Packaging & Automotive Rolled Products ("P&ARP") and Automotive Structures & Industry ("AS&I") - and Holdings & Corporate ("H&C"). Holdings & Corporate (‘H&C’) includes certain costs of our corporate support functions and our technology centers.
3.1 Segment revenue, Segment costs and Segment Adjusted EBITDA
| Three months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| (in millions of U.S. dollar) | A&T | P&ARP | AS&I | H&C | A&T | P&ARP | AS&I | H&C |
| Segment revenue | 492 | 1,235 | 421 | 1 | 487 | 1,079 | 384 | — |
| Inter-segment elimination | (26) | (3) | (18) | — | (14) | (3) | (1) | — |
| External revenue | 466 | 1,232 | 404 | 1 | 473 | 1,076 | 383 | — |
| Cost of metal | (209) | (895) | (248) | 2 | (202) | (743) | (206) | 1 |
| Production costs | (151) | (234) | (114) | (2) | (158) | (242) | (124) | (1) |
| Other segment expenses (A) | (27) | (29) | (24) | (12) | (23) | (25) | (23) | (6) |
| Segment Adjusted EBITDA | 78 | 74 | 18 | (12) | 90 | 66 | 30 | (6) |
| Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| (in millions of U.S. dollar) | A&T | P&ARP | AS&I | H&C | A&T | P&ARP | AS&I | H&C |
| Segment revenue | 960 | 2,422 | 802 | 2 | 966 | 2,097 | 779 | 3 |
| Inter-segment elimination | (60) | (6) | (38) | — | (25) | (7) | (1) | — |
| External revenue | 900 | 2,416 | 764 | 2 | 941 | 2,090 | 778 | 3 |
| Cost of metal | (401) | (1,753) | (462) | 3 | (407) | (1,435) | (415) | 3 |
| Production costs | (296) | (474) | (221) | (4) | (310) | (486) | (252) | (3) |
| Other segment expenses (A) | (50) | (54) | (47) | (24) | (47) | (55) | (48) | (17) |
| Segment Adjusted EBITDA | 153 | 135 | 34 | (23) | 177 | 114 | 63 | (14) |
(A) Other segment expenses primarily include selling and general administrative expenses and research and development expenses.
3.2 Reconciliation of Segment Adjusted EBITDA to Net Income
Constellium’s chief operating decision-maker measures the profitability and financial performance of its operating segments based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as income / (loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation, amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, non- operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.
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| Three months ended June 30, · Six months ended June 30, | |||||
|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Notes | 2025 | 2024 | 2025 | 2024 |
| A&T | 78 | 90 | 153 | 177 | |
| P&ARP | 74 | 66 | 135 | 114 | |
| AS&I | 18 | 30 | 34 | 63 | |
| H&C | (12) | (6) | (23) | (14) | |
| Segment Adjusted EBITDA | 159 | 180 | 299 | 340 | |
| Metal price lag (A) | (13) | 45 | 33 | 31 | |
| Depreciation and amortization | (82) | (76) | (160) | (151) | |
| Impairment of assets (B) | — | (5) | — | (8) | |
| Share based compensation costs | 17 | (7) | (7) | (13) | (13) |
| Pension and other post-employment benefits - non - operating gains | 4 | 4 | 7 | 7 | |
| Restructuring costs | (1) | (3) | (2) | (3) | |
| Unrealized gains on derivatives | 33 | 4 | 21 | — | |
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | 1 | — | — | 2 | |
| Losses on disposal | (1) | — | (1) | (1) | |
| Other (C) | (2) | (8) | 1 | (8) | |
| Expenses on factoring arrangements | 8 | (6) | (5) | (11) | (10) |
| Finance costs - net | 5 | (29) | (25) | (56) | (52) |
| Income before tax | 56 | 104 | 118 | 134 | |
| Income tax expense | 6 | (20) | (27) | (44) | (35) |
| Net income | 36 | 77 | 74 | 99 | |
(A)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial impact. The metal price lag will generally increase our earnings in times of rising primary aluminum prices and decrease our earnings in times of declining primary aluminum prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the period.
(C)For the three months ended June 30, 2025, other mainly includes 2 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). For the six months ended June 30, 2025, Other mainly includes $9 million of insurance proceeds and $7 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). For the three and six months ended June 30, 2024, other was related to $6 million of inventory impairment as a result of the flooding of our facilities in Valais (Switzerland) at the end of June 2024 as well as $2 million of costs associated with non-recurring corporate transformation projects.
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3.3 Segment capital expenditures
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| A&T | (16) | (21) | (29) | (40) |
| P&ARP | (41) | (45) | (75) | (74) |
| AS&I | (15) | (16) | (29) | (34) |
| H&C | (1) | (2) | (1) | (3) |
| Total capital expenditures (A) | (73) | (84) | (134) | (151) |
(A)Purchase of property plant and equipment, net of grants received and insurance compensation related to property plant and equipment.
3.4 Segment depreciation, amortization and impairment
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| A&T | (18) | (17) | (35) | (34) |
| P&ARP | (45) | (41) | (89) | (82) |
| AS&I | (17) | (21) | (33) | (40) |
| H&C | (2) | (2) | (3) | (3) |
| Total depreciation, amortization and impairment expense | (82) | (81) | (160) | (159) |
3.5 Segment assets
| (in millions of U.S. dollar) | At June 30, 2025 | At December 31, 2024 |
|---|---|---|
| A&T | 1,379 | 1,172 |
| P&ARP | 2,343 | 2,118 |
| AS&I | 774 | 651 |
| H&C | 381 | 313 |
| Segment assets | 4,877 | 4,254 |
| Deferred income tax assets | 291 | 311 |
| Cash and cash equivalents | 133 | 141 |
| Fair value of derivatives instruments and other financial assets | 67 | 28 |
| Total assets | 5,368 | 4,734 |
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NOTE 4 - OTHER GAINS AND LOSSES - NET
| Three months ended June 30, · Six months ended June 30, | |||||
|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Notes | 2025 | 2024 | 2025 | 2024 |
| Operating income and expenses | |||||
| Realized (losses) / gains on derivatives (A) | (25) | 24 | (19) | 13 | |
| Unrealized gains on derivatives at fair value through profit and loss - net (A) | 12 | 33 | 4 | 21 | — |
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net | 1 | — | — | 2 | |
| Impairment of assets (B) | — | (5) | — | (8) | |
| Restructuring costs | (1) | (3) | (2) | (3) | |
| Losses on disposal | (1) | — | (1) | (1) | |
| Result from the flood in Valais | 3 | (2) | (6) | 2 | (6) |
| Non-operating income and expenses | |||||
| Expenses on factoring arrangements | 8 | (6) | (5) | (11) | (10) |
| Pension and other post-employment benefits | 13 | 4 | 4 | 7 | 7 |
| Other | 1 | — | 2 | 1 | |
| Total other gains and losses - net | 4 | 13 | (1) | (5) | |
(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.
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NOTE 5 - FINANCE COSTS - NET
| Three months ended June 30, · Six months ended June 30, | |||||
|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Notes | 2025 | 2024 | 2025 | 2024 |
| Interest expense on borrowings (A) | (25) | (22) | (50) | (47) | |
| Interest expense on finance leases | (1) | (1) | (1) | (1) | |
| Interest cost on pension and other long-term benefits | 13 | (2) | (3) | (4) | (5) |
| Realized and unrealized losses on debt derivatives at fair value (B) | 12 | (17) | — | (26) | (1) |
| Realized and unrealized exchange gains on financing activities - net (B) | 18 | — | 28 | 1 | |
| Other finance expenses | (3) | (1) | (5) | (2) | |
| Capitalized borrowing costs (C) | 1 | 2 | 2 | 3 | |
| Finance expenses | (29) | (25) | (56) | (52) | |
| Finance costs - net | (29) | (25) | (56) | (52) | |
(A)For the three months ended June 30, 2025, and 2024, interest expense on borrowings included $22 million and $21 million of interest expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively. For the six months ended June 30, 2025, and 2024, interest expense on borrowings included $44 million and $43 million of interest expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively.
(B) The Group hedges the currency exposure when using external funding sources in a currency different from the functional currency of the entities being funded. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Interim Consolidated Income Statement.
(C) Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5% for the three and six months ended June 30, 2025, and 2024.
NOTE 6 - INCOME TAX
Income tax expense for interim periods is recognized based on the annualized effective tax rate expected for the full year adjusted for the tax effect of certain items recognized in full in the interim period.
Our effective tax rate was 35.7% and 26.0% of our income before income tax for the three months ended June 30, 2025 and 2024, respectively, and 37.6% and 26.0% of our income before income tax for the six months ended June 30, 2025, and 2024, respectively.
The effective tax rate for the three and six months ended June 30, 2025 includes the impact of the temporary surtax in France, which was enacted in February 2025 and resulted in a statutory tax rate of 29.28% for 2025, compared to 25.82% in 2024. The difference between the effective tax rate and the statutory tax rate for the three and six months ended June 30, 2025 was primarily due to the geographical mix of our pre-tax results and losses in certain jurisdictions where we have recorded a full valuation allowance.
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NOTE 7 - EARNINGS PER SHARE
Basic earnings per share are computed using the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share are computed using the weighted-average number of ordinary shares and ordinary share equivalents outstanding during the period. Ordinary share equivalents represent the dilutive effect of outstanding equity-based awards.
The reconciliation of the numerator and denominator of basic and diluted earnings per share was as follows:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollars except share and per share amounts ) | 2025 | 2024 | 2025 | 2024 |
| Numerator: | ||||
| Net income attributable to equity holders of Constellium | 36 | 76 | 73 | 97 |
| Denominator: | ||||
| Basic - weighted-average ordinary shares outstanding | 140,820,828 | 146,271,938 | 141,665,123 | 146,534,099 |
| Dilutive effect of non-vested restricted stock units and performance-based restricted stock units | 1,423,571 | 2,960,935 | 1,508,801 | 3,187,852 |
| Diluted - weighted-average ordinary shares, of restricted stock units and performance-based restricted stock units | 142,244,399 | 149,232,873 | 143,173,924 | 149,721,951 |
| Basic earnings per share | $0.25 | $0.52 | $0.51 | $0.66 |
| Diluted earnings per share | $0.25 | $0.51 | $0.51 | $0.65 |
For the three and six months ended June 30, 2025, and 2024, 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.
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NOTE 8 - TRADE RECEIVABLES AND OTHER
| At June 30, 2025 | At December 31, 2024 | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | Non-current | Current | Non-current | Current |
| Trade receivables - gross | — | 682 | — | 383 |
| Allowance for doubtful receivables | — | (3) | — | (2) |
| Total trade receivables - net | — | 679 | — | 381 |
| Income tax receivables | 5 | 23 | — | 29 |
| Other tax receivables | — | 45 | — | 41 |
| Contract assets | 13 | 2 | 16 | 2 |
| Other | 22 | 56 | 20 | 33 |
| Total other receivables | 40 | 126 | 36 | 105 |
| Total trade receivables and other | 40 | 805 | 36 | 486 |
Factoring arrangements
The Group has entered into several accounts receivable factoring programs with various financial institutions for certain receivables of the Group.
The proceeds from the sale of certain of these receivables comprise a combination of cash and a deferred purchase price receivable. The deferred purchase price receivable is ultimately realized by the Group following the collection by the financial institutions of the underlying receivables sold. The beginning deferred purchase price balance for six months ended June 30, 2025 and 2024 were $2 million and $8 million, respectively. During each of the aforementioned periods, there were non-cash additions to the deferred purchase price receivable of $0 million and $41 million (these additions are excluded from the Interim Statement of Cash Flow as they are non-cash investing transactions) and cash collections of $2 million and $40 million, respectively. This activity resulted in an ending deferred purchase price receivable balance of $0 million and $9 million, for the six months ended June 30, 2025 and 2024, respectively, recorded in Fair value of derivatives instruments and other financial assets in the consolidated balance sheets.
The Group has recorded $11 million and $10 million of expense related to its factoring programs in the six months ended June 30, 2025 and 2024, respectively, and has presented these amounts in Other gains and losses - net in its Interim Consolidated Income Statement.
NOTE 9 - INVENTORIES
| (in millions of U.S. dollar) | At June 30, 2025 | At December 31, 2024 |
|---|---|---|
| Finished goods | 273 | 250 |
| Work in progress | 639 | 571 |
| Raw materials | 308 | 260 |
| Stores and supplies | 108 | 100 |
| Total inventories | 1,328 | 1,181 |
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NOTE 10 - TRADE PAYABLES AND OTHER
| At June 30, 2025 | At December 31, 2024 | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | Non-current | Current | Non-current | Current |
| Trade payables | — | 1,294 | — | 959 |
| Employees' entitlements | — | 245 | — | 204 |
| Contract liabilities and other liabilities to customers | 31 | 73 | 33 | 65 |
| Operating lease liabilities | 103 | 21 | 95 | 17 |
| Other payables | 35 | 84 | 28 | 64 |
| Total other | 169 | 423 | 156 | 350 |
| Total trade payables and other | 169 | 1,717 | 156 | 1,309 |
Contract liabilities and other liabilities to customers
Revenue related to contract liabilities and other liabilities to customers for the six months ended June 30, 2025 and 2024 are presented in the table below:
| Six months ended June 30, | ||
|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 |
| Contract liabilities and other liabilities to customers at January 1, | 98 | 100 |
| Revenue deferred to contract liabilities | 20 | 31 |
| Revenue recognized from contract liabilities | (22) | (36) |
| Effect of changes in foreign currency rates and other changes | 8 | (4) |
| Contract liabilities and other liabilities to customers at June 30, | 104 | 91 |
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NOTE 11 - DEBT
11.1 Analysis by nature
| At June 30, 2025 · At December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Nominal Value in Currency | Nominal rate | Effective rate | Face Value | Debt issuance costs | Accrued interest | Carrying value | Carrying value |
| Secured Pan-U.S. ABL (due 2029) | $70 | Floating | 5.74% | 70 | — | 1 | 71 | 56 |
| Senior Unsecured Notes | — | — | — | — | ||||
| Issued June 2020 and due 2028 | $325 | 5.625% | 6.05% | 325 | (3) | 1 | 323 | 323 |
| Issued February 2021 and due 2029 | $500 | 3.750% | 4.05% | 500 | (4) | 4 | 500 | 500 |
| Issued June 2021 and due 2029 | €300 | 3.125% | 3.41% | 351 | (3) | 5 | 353 | 313 |
| Issued August 2024 and due 2032 | $350 | 6.375% | 6.77% | 350 | (6) | 8 | 352 | 353 |
| Issued August 2024 and due 2032 | €300 | 5.375% | 5.73% | 352 | (6) | 7 | 353 | 313 |
| Finance lease liabilities | 31 | — | — | 31 | 30 | |||
| Other loans (A) | 43 | — | — | 43 | 30 | |||
| Total debt | 2,022 | (22) | 26 | 2,026 | 1,918 | |||
| Of which non-current | 1,972 | 1,879 | ||||||
| Of which current (B) | 54 | 39 | ||||||
(A)Other loans include $24 million of financial liabilities relating to the sale and leaseback of assets that were considered to be financing arrangements in substance.
(B)Current portion of borrowings include mainly accrued interest and current portions of finance leases and other long-term loans relating to the sale and leaseback of assets.
The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024 were 99.5%,94.1%,96.5% and 101.7%, respectively, of the nominal value and amounted to $323 million, $470 million, $340 million and $714 million, respectively, at June 30, 2025, compared to $319 million, $453 million, $297 million, and $658 million, respectively, at December 31, 2024.
The €100 million French Inventory Facility was amended in February 2025 to extend its maturity until December 2027 and was undrawn at June 30, 2025.
The Group was in compliance with all applicable financial debt covenants at June 30, 2025 and December 31, 2024.
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NOTE 12 - FINANCIAL INSTRUMENTS
12.1 Fair values of financial instruments
All derivatives are presented at fair value in the Interim Consolidated Balance Sheets:
| At June 30, 2025 | At December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Non-current | Current | Total | Non-current | Current | Total |
| Derivatives that qualify for hedge accounting | ||||||
| Currency commercial derivatives | 12 | 8 | 20 | — | — | — |
| Derivatives that do not qualify for hedge accounting | ||||||
| Currency commercial derivatives | 5 | 18 | 23 | — | 5 | 5 |
| Currency net debt derivatives | — | — | — | — | 1 | 1 |
| Energy derivatives | 2 | 1 | 3 | 1 | — | 1 |
| Metal derivatives | 2 | 19 | 21 | 1 | 18 | 19 |
| Fair value of derivatives instruments - assets | 21 | 46 | 67 | 2 | 24 | 26 |
| Derivatives that qualify for hedge accounting | ||||||
| Currency commercial derivatives | — | — | — | 13 | 9 | 22 |
| Derivatives that do not qualify for hedge accounting | ||||||
| Currency commercial derivatives | — | 5 | 5 | 7 | 17 | 24 |
| Currency net debt derivatives | — | 2 | 2 | — | — | — |
| Energy derivatives | — | 2 | 2 | — | 2 | 2 |
| Metal derivatives | 3 | 23 | 26 | 1 | 5 | 6 |
| Fair value of derivatives instruments - liabilities | 3 | 32 | 35 | 21 | 33 | 54 |
The fair values of trade receivables, other financial assets and liabilities approximate their carrying values, as a result of their liquidity or short maturity and the fair value of borrowings are disclosed in Note 11 - Debt.
12.2 Valuation hierarchy
The following table provides an analysis of financial instruments measured at fair value, grouped into levels based on the degree to which the fair value is observable:
Level 1 is based on a quoted price (unadjusted) in active markets for identical financial instruments. Level 1 includes aluminum, copper and zinc futures that are traded on the LME.
Level 2 is based on inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., prices), or indirectly (i.e., derived from prices). Level 2 includes foreign exchange derivatives, natural gas derivatives, silver derivatives and aluminum premium derivatives. The present value of future cash flows based on the forward or on the spot exchange rates at the balance sheet date is used to value foreign exchange derivatives.
Level 3 is based on inputs for the asset or liability that are not based on observable market data (unobservable inputs). Trade receivables are classified as a Level 3 measurement under the fair value hierarchy.
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| At June 30, 2025 | At December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions of U.S. dollar) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Fair value of derivatives instruments - assets | 7 | 60 | — | 67 | 12 | 14 | — | 26 |
| Fair value of derivatives instruments - liabilities | 14 | 21 | — | 35 | 5 | 49 | — | 54 |
There was no material transfer of asset and liability categories into or out of Level 1, Level 2 or Level 3 during the six months ended June 30, 2025, nor the year ended December 31, 2024.
12.3 Foreign exchange
Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Net assets, earnings and cash flows are influenced by multiple currencies due to the geographic diversity of sales and the countries in which the Group operates.
Constellium has the following foreign exchange risk: i) transaction exposures, which include commercial transactions related to forecasted sales and purchases and on-balance sheet receivables/payables resulting from such transactions and financing transactions related to external and internal net debt, and ii) translation exposures, which relate to net investments in foreign entities that are converted in U.S. dollar amounts in the Consolidated Financial Statements.
Foreign exchange impacts related to the translation of net investments in non-USD functional currency subsidiaries from functional currency to U.S. dollar, and of the related revenue and expenses, are not hedged as the Group operates in these various countries on a permanent basis except as described below.
i. Commercial transaction exposures
The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The Group uses foreign exchange forwards and foreign exchange swaps for this purpose.
The following tables outline the nominal value (converted to millions of U.S. Dollars at the closing rate) of forward derivatives for Constellium’s most significant foreign exchange exposures at June 30, 2025.
| Sold currencies | Maturity Year | Less than 1 year | Over 1 year |
|---|---|---|---|
| USD | 2025-2029 | 287 | 455 |
| CHF | 2025-2029 | 44 | 7 |
| CZK | 2025 | 4 | — |
| Other currencies | 2025-2027 | 12 | 2 |
| Purchased currencies | Maturity Year | Less than 1 year | Over 1 year |
|---|---|---|---|
| USD | 2025-2026 | 83 | 13 |
| CHF | 2025-2028 | 96 | 44 |
| CZK | 2025-2026 | 53 | 37 |
| Other currencies | 2025 | 6 | — |
The Group has agreed to supply a major customer with fabricated metal products from an entity with Euro functional currency, while invoicing in U.S. Dollars. The Group has entered into significant foreign exchange derivatives that matched related highly probable future conversion sales. The Group designates a substantial portion of these derivatives for hedge accounting, with a total nominal amount of $345 million and $410 million at June 30, 2025 and December 31, 2024 respectively, with maturities ranging from 2025 to 2029. Changes in the fair value of cash flow hedges are reported by the
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Group as a component of Accumulated other comprehensive income, net of tax and reclassified into earnings when the forecasted transaction affects earnings.
The table below details the effect of foreign currency derivatives in the Interim Consolidated Income Statement, the Interim Consolidated Statement of Cash Flows and the Interim Consolidated Statement of Comprehensive Income:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| Derivatives that do not qualify for hedge accounting | ||||
| Included in Other gains and losses - net | ||||
| Realized gains / (losses) on foreign currency derivatives - net (A) | 3 | (2) | — | (4) |
| Unrealized gains / (losses) on foreign currency derivatives - net (B) | 23 | (2) | 38 | (12) |
| Derivatives that qualify for hedge accounting | ||||
| Included in Other comprehensive income | ||||
| Unrealized gains / (losses) on foreign currency derivatives - net | 26 | (6) | 37 | (10) |
| (Losses) / gains reclassified from cash flow hedge reserve to the Consolidated Income Statement | (1) | 4 | — | 6 |
| Included in Revenue (C) | ||||
| Realized losses on foreign currency derivatives - net (A) | (1) | (3) | (4) | (5) |
| Unrealized gains / (losses) on foreign currency derivatives - net | 1 | (1) | 3 | (1) |
(A)Commercial derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated Statement of Cash Flows.
(B)Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be reflected in future years when these sales are recognized.
(C)Changes in fair value of derivatives that qualify for hedge accounting are included in revenue when the related customer invoices are issued.
ii. Financing transaction exposures
When the Group enters into intercompany loans and deposits, the financing is generally provided in the functional currency of the subsidiary. The foreign currency exposure of the Group’s external funding and liquid assets is systematically hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives.
At June 30, 2025, the net hedged position related to long-term and short-term loans and deposits in U.S. dollar included a forward sale of $254 million versus the Euro using simple foreign exchange forward contracts.
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| Derivatives that do not qualify for hedge accounting | ||||
| Included in Finance costs - net | ||||
| Realized (losses) / gains on foreign currency derivatives - net (A) | (16) | (1) | (25) | 1 |
| Unrealized (losses) / gains on foreign currency derivatives - net | (1) | 1 | (1) | (2) |
| Total | (17) | — | (26) | (1) |
(A)Net debt derivatives settled during the period are presented in Other financing activities in the Interim Consolidated Statement of Cash Flows.
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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.
12.4 Commodities
The Group is subject to the effects of market fluctuations in the price of aluminum, which is the Group’s primary metal input and a significant component of its output. The Group is also exposed to variation in regional premiums and 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 June 30, 2025, the nominal amount of commodity derivatives is as follows:
| (in millions of U.S. dollar) | Maturity Year | Less than 1 year | Over 1 year |
|---|---|---|---|
| Metal | 2025-2027 | 297 | 115 |
| Natural gas | 2025-2028 | 6 | 28 |
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 June 30, 2025, these contracts were directly entered into with external counterparties.
The Group does not apply hedge accounting on commodity derivatives and therefore mark-to-market movements are recognized in Other gains and losses - net.
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | 2025 | 2024 | 2025 | 2024 |
| Derivatives that do not qualify for hedge accounting | ||||
| Included in Other gains and losses - net | ||||
| Realized (losses) / gains on commodities derivatives - net (A) | (28) | 26 | (19) | 17 |
| Unrealized gains / (losses) on commodities derivatives - net | 10 | 6 | (17) | 12 |
(A)Commodity derivatives settled during the period are presented in net cash flows from operating activities in the Interim Consolidated Statement of Cash Flows.
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NOTE 13 - PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS
| Three months ended June 30, · Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in millions of U.S. dollar) | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits | Pension | OPEB and Other Benefits |
| Current service cost | (5) | (1) | (5) | (1) | (9) | (2) | (9) | (2) |
| Interest cost | (5) | (2) | (6) | (2) | (11) | (4) | (12) | (4) |
| Expected return on plan assets | 5 | — | 5 | — | 11 | — | 11 | — |
| Amortization of past service gain | 1 | 2 | 1 | 2 | 1 | 5 | 1 | 5 |
| Amortization of net actuarial gain | — | 1 | — | 1 | — | 1 | — | 1 |
| Total net pension and other long-term benefit cost | (4) | — | (5) | — | (8) | — | (9) | — |
For the year ended December 31, 2025 as a whole, we expect to contribute approximately $30 million to our defined benefit pension plans and approximately $14 million to our other post-retirement and long-term benefit plans.
NOTE 14 - PROVISIONS
| At June 30, 2025 | At December 31, 2024 | |||
|---|---|---|---|---|
| (in millions of U.S. dollar) | Current | Non-current | Current | Non-current |
| Close down and environmental remediation costs | 17 | 82 | 13 | 79 |
| Restructuring costs | 1 | — | 3 | 1 |
| Legal claims and other costs | 10 | 12 | 9 | 11 |
| Total provisions | 28 | 94 | 25 | 91 |
Close down, environmental and remediation costs
Environmental remediation costs are accounted for based on the Group's best estimate of the costs of its environmental clean-up obligations. The Group also records provisions for close down and restoration efforts based on the net present value of estimated future costs of the dismantling and demolition of infrastructure and the removal of residual material of disturbed areas. These provisions are expected to be settled over the next 40 years depending on the nature of the disturbance and the technical remediation plans.
Contingencies
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 can be highly complex and subject to significant uncertainties and amounts claimed can be substantial. As a result, the probability of loss and an estimation of damages can be difficult to ascertain. In exceptional cases, when the Group considers that disclosures relating to provisions and contingencies may prejudice its position, disclosures are limited to the general nature of the matter in hand.
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NOTE 15 - SHARE CAPITAL
Share capital amounted to €2,936,397.68 at June 30, 2025, divided into 146,819,884 ordinary shares, each with a nominal value of €0.02 and fully paid-up. All shares are of the same class and except for treasury shares have the right toone vote each.
| (in millions of U.S. dollar) | |||
|---|---|---|---|
| Number of shares | Ordinary shares | Additional paid in capital | |
| At January 1, 2025 | 146,819,884 | 4 | 513 |
| At June 30, 2025 (A) | 146,819,884 | 4 | 513 |
(A)Including 7,280,861 and 3,296,576 treasury shares at June 30, 2025 and December 31, 2024, respectively. The number of outstanding shares amounted to 139,539,023 and 143,523,308 at June 30, 2025 and December 31, 2024, respectively.
NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables summarize the change in the components of accumulated other comprehensive loss, excluding non-controlling interests, for the periods presented:
| (in millions of U.S. dollar) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
|---|---|---|---|---|
| At March 31, 2025 | 82 | (5) | (78) | (1) |
| Other comprehensive income / (loss) before reclassification | 2 | 19 | 10 | 31 |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (3) | (1) | — | (4) |
| At June 30, 2025 | 81 | 13 | (68) | 26 |
| (in millions of U.S. dollar) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
|---|---|---|---|---|
| At March 31, 2024 | 77 | (7) | (81) | (11) |
| Other comprehensive income / (loss) before reclassification | (1) | (5) | — | (6) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (3) | 4 | — | 1 |
| At June 30, 2024 | 73 | (8) | (81) | (16) |
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| (in millions of U.S. dollar) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
|---|---|---|---|---|
| At January 1, 2025 | 84 | (14) | (84) | (14) |
| Other comprehensive income / (loss) before reclassification | 2 | 27 | 14 | 43 |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (5) | — | — | (5) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to retained earnings | — | — | 2 | 2 |
| At June 30, 2025 | 81 | 13 | (68) | 26 |
| (in millions of U.S. dollar) | Post-employment benefit plans | Cash flow hedges | Currency translation adjustments | Accumulated other comprehensive income / (loss) |
|---|---|---|---|---|
| At January 1, 2024 | 80 | (5) | (75) | — |
| Other comprehensive income / (loss) before reclassification | (2) | (9) | (6) | (17) |
| Amounts reclassified from accumulated other comprehensive income / (loss) to the income statement | (5) | 6 | — | 1 |
| At June 30, 2024 | 73 | (8) | (81) | (16) |
NOTE 17 - SHARE-BASED COMPENSATION
Performance-Based Restricted Stock Units (equity-settled)
During the six months ended June 30, 2025, the Company granted 1,154,859 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.
These units vest if the following conditions are met:
A vesting condition under which the beneficiaries must be continuously at the service of the Company through the end of athree-year vesting period; and
A performance condition, contingent on the TSR performance of Constellium shares over the vesting period compared to the TSR of specified indices. PSUs will ultimately vest based on a vesting multiplier which ranges from 0% to 200%.
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The following table lists the inputs to the valuation model used for the PSUs granted during the six months ended June 30, 2025:
| 2025 PSUs | |
|---|---|
| Fair value at grant date (in dollars) | 17.88 |
| Share price at grant date (in dollars) | 11.90 |
| Dividend yield | — |
| Expected volatility (A) | 47% |
| Risk-free interest rate (US government bond yield) | 3.93% |
(A)Volatility in the share prices of the Company and companies included in indices were estimated based on observed historical volatilities over a period equal to the PSU vesting period.
Restricted Stock Units Award Agreements (equity-settled)
During the six months ended June 30, 2025, the Company granted 1,026,520 RSUs to selected employees of the Group and the Chief Executive Officer subject to the beneficiaries remaining continuously employed by or at 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 $11.90, being the quoted market price at grant date.
Expense recognized during the period
Total share-based compensation expense was $13 million and $13 million for the six months ended June 30, 2025 and 2024, respectively.
At June 30, 2025, unrecognized compensation expense related to the RSUs was $21 million, which will be recognized over the remaining weighted average vesting period of 2.2 years and unrecognized compensation expense related to the PSUs was $34 million, which will be recognized over the remaining weighted average vesting period of 2.2 years.
Vested plan during the period
Fair values of vested RSUs and PSUs amounted to $23 million for six months ended June 30, 2025. They are excluded from the Statement of Cash flows as non-cash financing activities.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.