CONSTELLIUM SE

NOTE 1 - BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty

rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and

general industrial end-markets. At June 30, 2026, the Group operated 23 manufacturing facilities,3 R&D centers and 3

administrative centers. The Group has approximately 11,500 employees.

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, and when we refer to “Constellium SE”,

we are referring to Constellium SE on a standalone basis.

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, 2026, results of operations

and cash flows for the three-month andsix-month periods ended June 30, 2026 and 2025 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, 2025 (“Annual Report”). The results of operations for our interim periods are not necessarily indicative of the

results of operations that may be achieved for the entire 2026 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 May 2026, the Financial Accounting Standards Board (“FASB”) issued ASU 2026-02 Environmental Credits and

Environmental Credit Obligations (Topic 818) which establishes requirements on how to recognize, measure, present and

disclose environmental credits and environmental credit obligations. The guidance applies to all entities that buy, receive or

internally generate environmental credits they intend to sell, trade or distribute. It also applies to entities that use such credits

for compliance or voluntary purposes (e.g., for use in carbon-neutral or net-zero initiatives). The standard is effective for

interim periods within fiscal years beginning after December 15, 2027. The guidance must be applied retrospectively by

recognizing a cumulative effect adjustment to retained earnings at the date of initial application. Early adoption is permitted.

The Group plans to adopt these and new standards, amendments and interpretations, as disclosed in our Annual Report,

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.

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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.

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 represents less than 1% of total revenue.

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NOTE 3 - SEGMENT INFORMATION

Constellium hasthree reportable business segments - Aerospace & Transportation (“A&T”), Packaging & Automotive

Rolled Products (“P&ARP”) and Automotive Structures & Industry (“AS&I”).

3.1 Revenue, Costs and Segment Adjusted EBITDA

(A)Other segment expenses primarily include selling and general administrative expenses and research and development expenses.

(B)Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities.

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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(B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's

Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial

impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s

manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market

price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the

period.

(C)For thethree 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 thesix 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).

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3.3 Capital expenditures

(B)Purchase of property plant and equipment, net of grants received and insurance compensation related to property plant and equipment.

3.4 Depreciation, amortization and impairment

3.5 Assets

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NOTE 4 - 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.

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NOTE 5 - FINANCE COSTS - NET

(A)For thethree months ended June 30, 2026 and 2025, interest expense on borrowings included$23 million and$22 million of interest

expenses related to Constellium SE Senior Notes including amortization of debt issuance costs, respectively. For thesix months ended

June 30, 2026 and 2025, interest expense on borrowings included$47 million and$44 million of interest expenses related to

Constellium SE Senior Notes including amortization of debt issuance costs, respectively.

(B)The Group hedges its currency exposure when using external funding sources in a currency other than the functional currency of the

entities being funded. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Interim

Consolidated Income Statement.

(C)Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate was 5% for thesix months

ended June 30, 2026 and 2025.

NOTE 6 - INCOME TAX

Income tax expense for interim periods is recognized based on the annualized effective tax rate expected for the full year

adjusted for the tax effect of certain items recognized in full in the interim period.

Our effective tax rate was 30.8% and 35.7% of ourincome before tax for thethree months ended June 30, 2026 and

2025, respectively. Our effective tax rate was 29.1% and 37.6% ofincome before tax for thesix months ended June 30, 2026

and 2025, respectively.

The difference between the statutory tax rate of 25.8% and the effective tax rate for the three and six months ended June

30, 2026 and 2025 includesan estimate of the 2026 and 2025 surtaxes in France, the Base Erosion Anti Abuse Tax in the

United States and is impacted bythe geographical mix of our pre-tax results and the effects of certain jurisdictions where a full

valuation allowance is recorded.

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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:

For the three andsix months ended June 30, 2026, and 2025, 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

Factoring arrangements

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

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

$713 million and$729 million at June 30, 2026 and December 31,2025, respectively.

Proceeds on receivables sold under our ongoing factoring programs were$1,026 million and$1,004 million for the three

months ended June 30, 2026 and 2025, respectively. Proceeds on receivables sold under our ongoing factoring programs were

$1,990 million and$1,751 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and

December 31,2025, the total amount of receivables derecognized under the Group’s factoring arrangements was$418 million

and$430 million, respectively.

Starting in fiscal year 2025, the proceeds from the sale of accounts receivables consisted of only cash. Prior to January 1,

2025, the proceeds from the sale of certain of these receivables wascomprised of a combination of cash and deferred purchase

price receivable. The deferred purchase price receivable was ultimately realized by the Group following the collection by the

financial institutions of the underlying receivables sold. For thesix months ended June 30, 2025, the beginning deferred

purchase price balance was$2 million, of which$2 million wasfully collected in cash. This resulted in an ending deferred

purchase price receivable balance of$0 million for thesix months ended June 30, 2025, recorded in Fair value of derivative

instruments and other financial assets in the Consolidated Balance Sheets.

The Group has reco rded$5 million and $6 million of expenses related to its factoring programs in thethree months ended

June 30, 2026 and 2025, respectively. The Group has recorded$9 million and $11 million of expenses related to its factoring

programsin the six months ended June 30, 2026 and 2025, respectively. These amounts are presented in Other gains and losses

– net in its Interim Consolidated Income Statement.

NOTE 9 - INVENTORIES

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NOTE 10 - TRADE PAYABLES AND OTHER

Contract liabilities and other liabilities to customers

Revenue related to contract liabilities and other liabilities to customers for thesix months ended June 30, 2026 and 2025

are presented in the table below:

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NOTE 11 - DEBT

11.1 Analysis by nature

(A)Current portion of debt includes 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

100.0%,96.1%,98.4% and 102.8%, respectively, of the nominal value and amounted to$325 million,$481 million,$337

million and$712 million, respectively, at June 30, 2026, compared to$325 million,$483 million,$348 million, and$730

million, respectively, at December 31, 2025.

The€100 million French Inventory Facility remained undrawn at June 30, 2026.

The Group was in compliance with all applicable financial debt covenantsat June 30, 2026 and December 31,2025.

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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:

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

months ended June 30, 2026, nor the year ended December 31, 2025.

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 innon-U.S. dollar functional currency subsidiaries

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

various countries on a permanent basis except as described below.

i. Commercial transaction exposures

The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The

Group uses foreign exchange forwards and foreign exchange swaps for this purpose.

The following tables outline the nominal value (converted to millions of U.S. dollars at the closing rate) of forward

derivatives for Constellium’s most significant foreign exchange exposures at June 30, 2026.

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$316 million and$302 million at June 30, 2026 and December 31, 2025

respectively, with maturities ranging from 2026 to 2031. 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:

(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, 2026, the net hedged position related to long-term and short-term loans and deposits in U.S. dollars included

a forward sale of$112 million versus the Euro using simple foreign exchange forward contracts.

(A)Net debt derivatives settled during the period are presented in Other financing activities in the Interim Consolidated Statements of Cash

Flows.

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Total realized and unrealized gains or losses on debt derivatives are expected to partially offset the total realized and

unrealized gains or losses on financing activities, both included in Finance costs – net.

12.4 Commodities

The Group is subject to the effects of market fluctuations in the price of aluminum, which is the Group’s primary metal

input and a significant component of its output. The Group is also exposed to fluctuations in aluminum 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 substantially recovered when it is sold.

The Group also enters into derivatives for aluminum regional premium, copper, silver and zinc to offset the commodity

price exposure inherent to certain sales and purchase contracts.

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, 2026, 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 June 30, 2026, 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 period are presented in net cash flows from operating activities in the Interim Consolidated

Statements of Cash Flows.

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NOTE 13 - PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS

NOTE 14 - PROVISIONS

Close down and environmental 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 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.

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NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables summarize the change in the components of accumulated other comprehensive income / loss,

excluding non-controlling interests, for the periods presented:

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NOTE 16 - SHARE-BASED COMPENSATION

Performance-Based Restricted Stock Units (equity-settled)

During thesix months ended June 30, 2026, the Company granted 401,662 Performance-Based Restricted Stock Units

("PSUs") to selected employees of the Group. The fair value of PSU awards with performance and service conditions is

estimated using the value of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market

conditions is estimated using a Monte Carlo simulation model on the date of grant.

These units vest if the following conditions are met:

•A vesting condition under which the beneficiaries must be continuously at the service of the Company through the

end of athree-year vesting period; and

•A performance condition, contingent on thetotal shareholder return (“TSR”)performance of Constellium SE

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 following table lists the inputs to the valuation model used for the PSUs granted during thesix months ended June

30, 2026:

(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 thesix months ended June 30, 2026, the Company granted 409,752 Restricted Stock Units (RSUs) to selected

employees of the Group subject to the beneficiaries remaining continuously employed by or at the service of the Group from

the grant date to the end of thethree-year vesting period. The fair value of the RSUs awarded is$24.59, being the quoted

market price at grant date.

Expense recognized during the period

Total share-based compensation expense was$8 million and$7 million for thethree months ended June 30, 2026 and

2025, respectively. Total share-based compensation expense was$19 million and$13 million for thesix months ended June 30,

2026 and 2025, respectively.

At June 30, 2026, unrecognized compensation expense related to the RSUs was$18 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$27 million, which will be recognized over the remaining weighted average vesting period of 2.1 years.

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Vested plan during the period

Fair values of vested RSUs and PSUs amounted to$28 million for thesix months ended June 30, 2026. They are

excluded from the Statement of Cash flows as non-cash financing activities.

NOTE 17 - ACQUISITION AND DISPOSAL OF SUBSIDIARIES

On June 24, 2026, the Group disposed of its 54% interest in Changchun Engley Automobile Parts Co. LTD

("Changchun"). The cash inflows amounted to $2 million, net of cash & cash equivalents disposed.

NOTE 18 - SUBSEQUENT EVENTS

On July 28, 2026, the Company redeemed$100 million out of the$325 million outstanding aggregate principal amount

of its 5.625% Senior Notes due June 2028.

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