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CONSTELLIUM SE

CONSTELLIUM SECSTMEarnings & Financial Report

NYSE · Materials · Secondary Smelting & Refining of Nonferrous Metals

Constellium SE is an American-Swiss, French-based global manufacturer of aluminium rolled products, extruded products, and structural parts based on a large variety of advanced alloys. Constellium's C-TEC research center has been credited for advancing technology in the field of advanced aluminium alloy. Constellium primarily serves the aerospace, automotive, and packaging sectors. Large clients include Mercedes-Benz, Audi, BMW, Fiat Chrysler Automotive, Ford, Airbus, Boeing, and Bombardier.

What changed in CONSTELLIUM SE's 10-K — 2024 vs 2025

Top changes in CONSTELLIUM SE's 2025 10-K

396 paragraphs added · 431 removed · 307 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

87 edited+43 added−14 removed21 unchanged
These include standardizing manufacturing processes, improving recovery thereby reducing internal scrap generation, minimizing energy and water usage, maximizing external scrap input and efficiently managing other resources used by the Company, including capital.
These include standardizing manufacturing processes, improving recovery and thereby reducing internal scrap generation, minimizing energy and water usage, maximizing external scrap input and efficiently managing other resources used by the Company, including capital.
Aluminum rolled products, including sheet, plate and foil, are semi-fabricated products which are used by our customers for their manufacturing of finished goods ranging from packaging such as beverage cans to transportation applications such as automotive body panels to fuselage sheet to aircraft wing parts.
Aluminum rolled products, including sheet, plate and foil, are semi-fabricated products which are used by our customers for their manufacturing of finished goods ranging from packaging, such as beverage cans, to transportation applications, such as automotive body panels, fuselage sheet and aircraft wing parts.
Our Key End-markets Aerospace Demand for aerospace plate and sheet is primarily driven by the build rate of commercial aircraft, which we believe will be supported for the foreseeable future by (i) the increasing demand for air travel in an environment of economic growth, (ii) the increased affordability and accessibility of air travel to people from diverse socio-economic backgrounds, (iii) the expansion of airline networks and the opening of new routes to previously underserved destinations and (iv) the necessary replacement of aging fleets by airline operators, particularly in the United States and Western Europe by more fuel-efficient aircraft.
Our Key End-markets Aerospace Demand for aerospace plate and sheet is primarily driven by the build rate of commercial aircraft, which we believe will be supported for the foreseeable future by (i) the increasing demand for air travel in an environment of general economic growth, (ii) the increased affordability and accessibility of air travel to people from diverse socio-economic backgrounds, (iii) the expansion of airline networks and the opening of new routes to previously underserved destinations and (iv) the necessary replacement of aging fleets by airline operators, particularly in the United States and Western Europe by more fuel-efficient aircraft.
The aluminum extruded products industry also requires significant capital investments in order to achieve and maintain technological capabilities and meet demanding customer qualification standards, but is comparatively more fragmented and generally more regional. The supply of aluminum rolled and extruded products has historically been affected by production capacity, alternative technology substitution and trade flows between regions.
The aluminum extruded products industry also requires significant capital investments in order to achieve and maintain technological capabilities and to meet demanding customer qualification standards but is comparatively more fragmented and generally more local and regional. The supply of aluminum rolled and extruded products has historically been affected by production capacity, alternative technology substitution and trade flows between regions.
The remaining external rolling slab and extrusion billet needs are secured through long-term contracts with several upstream suppliers. All of our top 10 overall metal suppliers (covering rolling slabs, extrusion billets, primary, high purity, scrap and hardeners) have been long- standing suppliers to our plants, and in many cases, for more than 10 years.
The remaining external rolling slab and extrusion billet needs are secured through long-term contracts with several upstream suppliers. All of our top 10 metal suppliers (covering rolling slabs, extrusion billets, primary, high purity, scrap and hardeners) have been long-standing suppliers to our plants, in many cases, for more than 10 years.
Today, aluminum extrusions are used for a wide range of purposes, including building, general industrial and transportation where virtually every type of vehicle contains 5 aluminum extrusions, including planes, boats, bicycles, trains and cars. In our automotive structures business, automotive extruded profiles are further machined and processed into a system of fully-fabricated automotive structural components.
Today, aluminum extrusions are used for a wide range of purposes, including building, general industrial and transportation where virtually every type of vehicle contains aluminum extrusions, including planes, boats, bicycles, trains and cars. In our automotive structures business, automotive extruded profiles are further machined and processed into a system of fully-fabricated automotive structural components.
The aerospace and space industries require high levels of R&D investment and advanced technological capabilities, and therefore tend to command higher margins compared to more commoditized products. We work in close collaboration with our customers to develop highly engineered solutions to fulfill their specific requirements.
The aerospace, space and defense industries require high levels of R&D investment and advanced technological capabilities and, therefore, tend to command higher margins compared to more commoditized products. We work in close collaboration with our customers to develop highly engineered solutions to fulfill their specific requirements.
We believe there are significant opportunities to do so through rigorous focus on the products we choose to make, investments in asset integrity, and continuous improvements in our operations such as debottlenecking and optimizing equipment uptime, speed and recovery.
We believe there are significant opportunities to do so through rigorous focus on the products we choose to make, investments in asset integrity and reliability, and continuous improvements in our operations such as debottlenecking and optimizing equipment uptime, speed and recovery.
Our insurance coverage includes: (i) property damage and business interruption; (ii) general liability including operation, professional, product and environment liability; (iii) aviation product liability; (iv) marine cargo (transport); (v) business travel and personal accident; (vi) construction all risk ; (vii) automobile liability; (viii) trade credit; (ix) cyber risk; (x) workers’ compensation in the U.S.; and (xi) other specific coverages for executive and special risks.
Our insurance coverage includes: (i) property damage and business interruption; (ii) general liability including operational , professional, product and environment liability; (iii) aviation product liability; (iv) marine cargo (transport); (v) business travel and personal accident; (vi) construction all risk; (vii) automobile liability; (viii) trade credit; (ix) cyber risk; (x) workers’ compensation in the U.S.; and (xi) other specific coverages for executive and special risks.
While these patents and patent applications are important to the business on an aggregate basis, we do not believe any single patent family or patent application is critical to the business .
While these patents and patent applications are important to the business on an aggregate basis, we do not believe any single patent family or patent application is critical to our business.
While we have a global 9 philosophy that influences many aspects of human rights and employment, it is not intended to replace or interfere with local dialogue, regulations and negotiation practices. We continually evaluate and assess our human rights practices and potential risk through a Human Rights Impact Assessment at least every five years. Labor Practices and Policies Safety.
While we have a global philosophy that influences many aspects of human rights and employment, it is not intended to replace or interfere with local dialogue, regulations and negotiation practices. We regularly evaluate and assess our human rights practices and potential risk through a Human Rights Impact Assessment at least every five years. 9 Labor Practices and Policies Safety.
Many of our products are technically advanced, requiring long and complex qualification processes as well as the need for close customer collaborations including joint product development. We believe that our strategic footprint, differentiated capabilities, technically advanced product portfolio, integrated approach and long-standing customer relationship are difficult to replicate and support our competitive position.
Many of our products are technically advanced, requiring long and complex qualification processes as well as the need for close customer collaborations including joint product development. We believe that our strategic footprint, differentiated capabilities, technically advanced product portfolio, integrated approach and long-standing customer relationships are difficult to replicate and support our competitive position.
Recycled aluminum is also tied to LME pricing (typically sold at a discount to LME price and regional premium). The rolled and extruded aluminum product prices for our products are based generally on the cost of aluminum purchased plus a conversion margin (i.e., the margin to convert the aluminum into a semi-finished product).
Recycled aluminum is also tied to LME pricing (typically sold at a discount to LME price and regional premium). The rolled and extruded aluminum product prices for our products are based generally on the cost of primary aluminum plus a conversion margin (i.e., the margin to convert the aluminum into a semi-finished product).
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. We are a leading supplier of aluminum extruded products to automotive customers in North America and Europe.
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. We are a key supplier of aluminum extruded products to automotive customers in North America and Europe.
Our industry-leading R&D centers in Plymouth and in Brunel provide support to our North American and European automotive customers in the AS&I and P&ARP operating segments by addressing specific market requirements related to our aluminum- based automotive lightweighting solutions.
Our R&D centers in Plymouth and in Brunel provide support to our North American and European automotive customers in the AS&I and P&ARP operating segments by addressing specific market requirements related to our aluminum-based automotive lightweighting solutions.
Safety is our utmost priority. Our industry requires material, equipment, and processes that may pose risks to the health and safety of our employees, contractors, and visitors, so we have defined and implemented strict policies and processes to protect everyone in our facilities.
Safety is our utmost priority. Our industry requires material, equipment, and processes that may pose risks to the health and safety of our employees, contractors, and visitors. Accordingly, we have defined and implemented strict policies and processes to protect everyone in our facilities.
To achieve these objectives, we have built a business strategy centered around six core principles: (i) Focus on High Value-added and Responsible Products We are primarily focused on our strategic end-markets including aerospace, packaging and automotive, in which we have leading positions and long-standing relationships with many of the main manufacturers.
To achieve these objectives, we have built a business strategy centered around six core principles: 2 (i) Focus on High Value-added and Responsible Products We are primarily focused on our strategic end-markets including aerospace, packaging and automotive, in which we have leading positions and long-standing relationships with many of the key manufacturers.
Finally, we complement these efforts by increasing recycling to strengthen our margins, reduce our dependence on external slab and billet suppliers and expand our sustainable product offering. 2 (iv) Strictly Control Cost, Continuously Improve and Manage Resources Responsibly We are committed to reducing our operating costs and improving our operations by implementing manufacturing excellence, metal management and other cost improvement initiatives.
Finally, we complement these efforts by increasing recycling to strengthen our margins, reduce our dependence on external slab and billet suppliers and expand our sustainable product offerings. (iv) Strictly Control Cost, Continuously Improve and Manage Resources Responsibly We are committed to reducing our operating costs and improving our operations by implementing manufacturing excellence, metal management and other cost improvement initiatives.
Instead, the financial performance of producers of rolled and extruded aluminum products, such as Constellium, is driven by the dynamics in the end-markets that they serve, their relative positioning in those markets and the efficiency of their industrial operations.
Instead, the long-term financial performance of producers of rolled and extruded aluminum products, such as Constellium, is driven by the dynamics in the end-markets that they serve, their relative positioning in those markets and the efficiency of their industrial operations.
From time to time, we may experience fluctuations in energy costs in the periods of higher volatility. 7 Our Customers Our customer base includes some of the leading manufacturers in the aerospace, packaging and automotive end-markets.
From time to time, we may experience fluctuations in energy costs in the periods of higher volatility. 7 Our Customers Our customer base includes some of the leading manufacturers in the aerospace, space, defense, packaging and automotive end-markets.
In addition, our product portfolio is predominantly focused on high value-added products, which tend to require close collaborations with our customers to develop technically advanced and tailored solutions to meet their evolving requirements.
In addition, our product portfolio is predominantly focused on high value-added products, which tend to require close collaboration with our customers to develop technically advanced and tailored solutions to meet their evolving requirements.
Accordingly, we have implemented EHS policies and procedures to protect the environment and ensure compliance with these laws and regulations, and we incorporate EHS considerations into our planning for new projects. We perform regular risk assessments and EHS reviews.
Accordingly, we have implemented EHS policies and procedures to protect the environment and monitor compliance with these laws and regulations, and we incorporate EHS considerations into our planning for new projects. We perform regular risk assessments and EHS reviews.
The recycled aluminum comes either from scrap from fabrication processes, or from recycled end products in their end-of-life phase, such as used beverage cans. • Slabs or billets purchased from smelters or metal trading companies. The cost of primary aluminum is based on the London Metal Exchange ("LME") quoted price plus a regional premium.
The recycled aluminum comes either from scrap from fabrication processes or from recycled end products in their end-of-life phase, such as used beverage cans. • Slabs or billets purchased from smelters or metal trading companies. 5 The cost of primary aluminum is based on the London Metal Exchange (“LME”) quoted price plus a regional premium.
We actively recruit high-potential candidates, engage our employees through ongoing communication, provide access to learning and leadership programs, and value the broad-reaching abilities and skills our employees possess. As a global organization, we empower our teams to make decisions and implement practices culturally and legally aligned with local practices and law.
We actively recruit high-potential candidates, engage our employees through ongoing communication, provide access to learning and leadership programs, and value the broad-reaching abilities and skills our employees possess. As a global organization, we empower our teams to make decisions and implement policies aligned with local practices and law.
(iii) Automotive Structures & Industry Operating Segment Our Automotive Structures & Industry ("AS&I") operating segment produces (i) technologically advanced structural solutions for the automotive industry including crash management systems, body structures, side impact beams and battery enclosure components, (ii) soft and hard alloy extrusions for automotive, transportation, general industrial applications, and (iii) large profiles for rail and general industrial applications.
(iii) Automotive Structures & Industry Operating Segment Our Automotive Structures & Industry (“AS&I”) operating segment produces (i) technologically advanced structural solutions for the automotive industry including crash management systems, body structures, side impact beams and battery enclosure components, (ii) soft and hard alloy extrusions for automotive, transportation, and general industrial applications, and (iii) large profiles for rail and general industrial applications.
We accrue for costs associated with environmental investigations and remedial efforts when it becomes probable that we are liable and the associated costs can be reasonably estimated. The aggregate close down and environmental remediation costs provisions at December 31, 2024 were $92 million . All accrued amounts have been recorded without giving effect to any possible future recoveries.
We accrue for costs associated with environmental investigations and remedial efforts when it becomes probable that we are liable and the associated costs can be reasonably estimated. The aggregate close down and environmental remediation costs provisions at December 31, 2025 were $98 million . All accrued amounts have been recorded without giving effect to any possible future recoveries.
In addition, we are highly focused on increasing our financial flexibility through earnings growth and free cash flow conversion, which is critical to achieving our objectives of investing in our operations and our people, maintaining a conservative capital structure and returning capital to our shareholders.
In addition, we are highly focused on increasing our financial flexibility through earnings growth and free cash flow conversion, which is critical to achieving our objectives of investing in our operations and our people, maintaining a disciplined capital structure, whilst returning capital to our shareholders.
For example, we have developed Airware®, a lightweight specialty aluminum-lithium alloy, for our aerospace and space customers to address increasing demand for lighter and more fuel-efficient aircraft and spacecraft. Additionally, aerospace and space products are generally subject to long qualification periods.
For example, we have developed Airware®, a lightweight specialty aluminum-lithium alloy, for our aerospace, space and defense customers to address increasing demand for lighter and more fuel-efficient commercial and military aircraft and spacecraft. Additionally, aerospace, space and defense products are generally subject to long qualification periods.
Sales and Marketing Our sales force is based in the U.S., Europe (France, Germany, Czech Republic, United Kingdom and Switzerland) and Asia (South Korea and China). We primarily serve our customers directly and in some cases through distributors. Raw Materials and Supplies A majority of our rolling slab and extrusion billet needs is produced internally at our cast-houses.
Sales and Marketing Our sales force is based in the U.S., Europe (France, Germany, Czech Republic, United Kingdom and Switzerland) and Asia (China, Japan and South Korea ). We primarily serve our customers directly and in some cases through distributors. Raw Materials and Supplies A majority of our rolling slab and extrusion billet needs is produced internally at our casthouses.
The demand for these products has historically been affected by economic growth, substitution trends, cyclicality and seasonality, etc. There are two main sources of metal input for our rolled or extruded products: • Slabs or billets we cast from a combination of primary and recycled aluminum. The primary aluminum is typically in the form of standard ingots.
The demand for these products has historically been affected by economic growth, substitution trends, cyclicality and seasonality, among other factors. There are two main sources of metal input for our rolled or extruded products: • Slabs or billets we cast from a combination of primary and recycled aluminum. The primary aluminum is typically in the form of standard ingots.
In connection with our collaborations with universities and other third parties, we occasionally obtain royalty-bearing licenses for the use of third-party technologies in the ordinary course of business. 8 Insurance We have implemented a corporate-wide insurance program consisting of both master policies with worldwide coverage and local policies where required by applicable regulations.
In connection with our collaborations with universities and other third parties, we occasionally obtain royalty-bearing licenses for the use of third-party technologies in the ordinary course of business. 8 Insurance We have implemented a corporate-wide insurance program consisting of both master policies with worldwide coverage and local policies to complement our global coverage and/or where required by applicable regulations.
We typically enter into annual or multi-year contracts with these metal suppliers pursuant to which we purchase various types of metal, including: • Primary metal from smelters or metal traders in the form of ingots, rolling slabs or extrusion billets. • Remelted metal in the form of rolling slabs or extrusion billets from external cast-houses, to supplement the capacity of our own internal cast-houses. • Production scrap from customers and scrap traders. • End-of-life scrap (e.g., used beverage cans) from customers, collectors and scrap traders. • Specific alloying elements and primary ingots from producers and metal traders.
We typically enter into annual or multi-year contracts with metal suppliers pursuant to which we purchase various types of metal, including: • Primary metal from smelters or metal traders in the form of ingots, rolling slabs or extrusion billets. • Remelted metal in the form of rolling slabs or extrusion billets from external casthouses, to supplement the capacity of our own internal casthouses. • Production scrap from customers and scrap traders. • End-of-life scrap (e.g., used beverage cans) from customers, collectors and scrap traders. • Alloying elements and primary ingots from producers and metal traders.
Within the automotive sector, the demand for aluminum rolled and extruded products tends to increase faster than the underlying demand for light vehicles due to aluminum’s high strength-to- weight ratio in comparison to steel and a need for increased energy efficiency.
Within the automotive sector, the demand for aluminum rolled and extruded products may increase faster than the underlying demand for light vehicles due to aluminum’s high strength-to-weight 6 ratio in comparison to steel and a need for increased energy efficiency.
Managing Our Metal Price Exposure For all contracts, we seek to minimize the impact of aluminum price fluctuations in order to protect our cash flows against variations in the LME price, regional and other premiums for aluminum that we buy and sell, with the following methods: • In cases where we are able to align the price and quantity of physical aluminum purchases with that of physical aluminum sales to our customers, we enter into back-to-back arrangements with our customers. • When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum sales to our customers, we enter into derivative financial instruments to pass through the exposure to financial institutions. • For a small portion of our volumes, the aluminum we process is owned by our customers and we bear no aluminum price risk.
For all contracts, we seek to minimize the impact of fluctuation in the LME price and regional and other premiums for aluminum that we buy and sell in order to protect our cash flows, with the following methods: • In cases where we are able to align the price and quantity of physical aluminum purchases with that of physical aluminum sales to our customers, we enter into back-to-back arrangements with our customers. • When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum sales to our customers, we enter into derivative financial instruments to pass through the exposure to financial institutions. • For a small portion of our volumes, the aluminum that we process is owned by our customers and we bear no aluminum price risk.
(v) Manage Capital Through a Disciplined Approach and Increase Financial Flexibility We have invested capital in a number of attractive growth opportunities to advance our production capabilities, product offerings and sustainability profile. We are highly focused on being selective on growth projects and realizing attractive returns on the capital we invest.
(v) Manage Capital Through a Disciplined Approach and Increase Financial Flexibility We have invested capital in a number of attractive growth opportunities to advance our production capabilities, product offerings and sustainability profile. We are highly focused on optimizing risk-return by being selective on growth projects and realizing attractive returns on the capital we invest.
Our Operating Segments Our business is organized into three operating segments: (i) Aerospace & Transportation Operating Segment Our Aerospace & Transportation ("A&T") operating segment offers a wide range of technically advanced aluminum products including plate, sheet and extrusions to blue-chip customers in the global aerospace, space, commercial transportation, general industrial and defense sectors.
Our Operating Segments Our business is organized into three operating segments: 3 (i) Aerospace & Transportation Operating Segment Our Aerospace & Transportation (“A&T”) operating segment offers a wide range of technically advanced aluminum products including plate, sheet and extrusions to blue-chip customers in the global aerospace, space, defense, commercial transportation and general industrial sectors.
Our facilities have been qualified by external certification organizations including the National Aerospace and Defense Contractors Accreditation Program ("NADCAP") and our products have been qualified by our customers. We are also a leading supplier to the commercial transportation, general industrial and defense end-markets in North America and Europe.
Our facilities have been qualified by external certification organizations including the National Aerospace and Defense Contractors Accreditation Program (“NADCAP”), and our products have been qualified by our customers. We are also a leading supplier to the land- based defense, commercial transportation and general industrial end-markets in North America and Europe.
Many of the products are mission critical, which benefit from our world-class R&D and manufacturing capabilities and unique solutions. We are a global leader in the supply of advanced aluminum alloy plates, sheets and extrusions to the aerospace and space industries.
Many of our products are mission critical, benefiting from our world-class R&D and manufacturing capabilities and unique solutions. We are a global leader in the supply of advanced aluminum alloy plates, sheets and extrusions to the aerospace, space and defense industries.
We have a relatively diverse customer base with our 10 largest customers representing approximately 55% of our revenue for the year ended December 31, 2024 . We generally have long-term relationships with our large customers, many of which span decades. We see our relationships with our customers as partnerships.
We have a relatively diverse customer base with our 10 largest customers representing approximately 56% of our revenue for the year ended December 31, 2025 . We generally have long-term relationships with our large customers, many of which span decades. We see our relationships with our customers as partnerships.
Approximately 25% of our employees were employed in the United States, 35% in France, 20% in Germany, 6% in Switzerland, and 14% in Eastern Europe and other regions. Approximately 50% of U.S. employees and a majority of non-U.S. employees are covered by collective bargaining agreements.
Approximately 26% of our employees were employed in the United States, 35% in France, 20% in Germany, 5% in Switzerland, and 14% in Eastern Europe and other regions. Approximately 50% of U.S. employees and a majority of non-U.S. employees are covered by collective bargaining agreements.
According to CRU, demand for the aerospace aluminum rolled products markets in North America and Europe is expected to grow by 8.2% per annum from 2024 to 2029. Packaging The packaging industry has historically been relatively resilient during periods of economic downturn and has had relatively limited exposure to economic cycles and periods of financial instability.
According to CRU, demand for the aerospace aluminum rolled products markets in North America and Europe is expected to grow by 8.5% per annum from 2025 to 2030. Packaging The packaging industry has historically been relatively resilient during periods of economic downturn and has had relatively limited exposure to economic cycles and periods of financial instability.
Comparatively, CRU estimates that the consumption of ABS in North America and Europe is expected to grow by 6.1% and 7.8% per annum between 2024 and 2029, respectively. 6 Our Business Operations Our business model is to add value by converting aluminum into semi-fabricated and in some instances fully-fabricated products.
Comparatively, CRU estimates that the consumption of ABS in North America and Europe is expected to grow by 1.7% and 8.2% per annum between 2025 and 2030, respectively. Our Business Operations Our business model is to add value by converting aluminum into semi-fabricated and in some instances fully-fabricated products.
In addition, aluminum is lightweight, with one-third the density of steel but offering the same stiffness, which result in products offering strength and stability particularly when alloyed with other metals. All of these capabilities make aluminum a viable and adaptable solution for a growing number of manufacturing and consumption needs.
In addition, aluminum is lightweight, with one-third the density of steel but offering similar stiffness, which results in products offering strength and stability, particularly when alloyed with other metals. All of these capabilities make aluminum a viable and versatile solution for a growing number of manufacturing and consumption needs.
Due to the unique combination of strength and weight, aluminum extruded products are increasingly favored by our automotive customers.
Aluminum extruded products are favored by our automotive customers due to their unique combination of strength and weight.
According to CRU, demand for the aluminum canstock market in North America and Europe is expected to grow by 3.1% and 4.8% per annum between 2024 and 2029, respectively. Automotive We believe that the main drivers of automotive sales include overall economic growth, credit availability, level of financing rates, vehicle prices and consumer confidence.
According to CRU, demand for the aluminum canstock market in North America and Europe is expected to grow by 2.8% and 3.5% per annum between 2025 and 2030, respectively. Automotive We believe that the main drivers of automotive sales include overall economic growth, credit availability, level of financing rates, vehicle prices and consumer confidence.
Human Capital As of December 31, 2024 , we employed approximately 12,000 employees. In addition, we contracted with approximately 500 temporary workers. Approximately 90% of our employees were engaged in production and maintenance activities and approximately 10% were employed in support functions.
Human Capital As of December 31, 2025 , we employed approximately 11,500 employees. In addition, we contracted with approximately 500 temporary workers. Approximately 90% of our employees were engaged in production and maintenance activities and approximately 10% were employed in support functions.
It is our policy not to speculate on metal price movements.
Managing Our Metal Price Exposure It is our policy not to speculate on metal price movements.
Between 2024 and 2043, Airbus predicts over 42,000 new aircraft across all categories of large commercial aircraft with 36% of sales of new airplanes to Europe and North America, 46% of sales of new airplanes to Asia Pacific and the remaining 18% to the Middle East, Latin America and Africa.
Between 2024 and 2044, Airbus predicts over 42,000 new aircraft across all categories of large commercial aircraft with 35% of sales of new airplanes to Europe and North America, 46% of sales of new airplanes to Asia Pacific and the remaining 19% to the Middle East, Latin America and Africa.
As part of our general capital expenditure plan, we expect to incur capital expenditures for other capital projects that, in addition to improving operations, also reduce certain environmental impacts such as energy consumption, air emissions, water releases, and waste streams optimization. Capital expenditures for existing facilities for environmental control were approximately $16 million in 2024.
As part of our general capital expendi ture plan, we expect to incur capital expenditures for other capital projects that, in addition to improving operations, also reduce certain environmental impacts such as energy consumption, air emissions, water releases, and waste streams optimization. Capital expenditures for existing facilities were approximately $26 million in 2025 .
As a result, the price of aluminum is not a significant driver of our financial performance because we typically pass through the cost of aluminum either to our customers and / or the financial market.
As a result, the price of primary aluminum is not a significant driver of our conversion margin because we typically pass through the metal cost either to our customers and / or the financial market.
In aggregate, the top 10 suppliers accounted for approximately 50% of our total metal purchases (in terms of volumes) for the year ended December 31, 2024 .
In aggregate, the top 10 suppliers accounted for approximately 49% of our total metal purchases (in terms of volumes) for the year ended December 31, 2025 .
To reduce the risks associated with our natural gas and electricity requirements, we primarily use forward contracts with our energy suppliers, and to a lesser extent, forward contracts or financial futures with the financial markets, to fix the commodity component of the energy costs. Furthermore, in our longer- term sales contracts, we aim to include indexation clauses on energy prices.
To reduce the risks associated with our natural gas and electricity requirements, we primarily use forward contracts with our energy suppliers, and to a lesser extent, derivative financial instruments with financial institutions, to fix the commodity component of the energy costs. Furthermore, in some of our longer-term sales contracts, we include indexation clauses on energy prices.
Our portfolio of flexible, integrated and strategically located facilities is well invested, among the most technologically advanced in the industry and highly valuable. We believe that we are a critical supplier to many of our customers given our world-class technological and R&D capabilities, our intellectual property and more than 50 years of manufacturing experience.
Our portfolio of flexible, integrated and strategically located facilities is well invested, technologically advanced and competitively positioned. We believe that we are a critical supplier to many of our customers given our world- class technological and R&D capabilities, our intellectual property and more than 50 years of manufacturing experience.
Our operations use energy in the forms of natural gas and electricity, which represents the third largest component of our cost of sales, after metal costs and labor costs. We purchase energy from the natural gas and electricity markets and typically secure a large part of our needs pursuant to fixed-price commitments.
Our operations use energy in the forms of natural gas and electricity, which represents one of the largest components of our operating costs, after metal costs, labor costs and depreciation. We purchase energy from the natural gas and electricity markets and typically secure a large part of our needs pursuant to fixed-price commitments.
We recycle aluminum, both for our own use and as a service to our customers. We do not participate in upstream activities such as mining, refining bauxite or smelting alumina into aluminum. The aluminum rolled products industry is characterized by economies of scale as significant capital investments are required to achieve and maintain technological capabilities and demanding customer qualification standards.
We do not participate in upstream activities such as mining, refining bauxite or smelting alumina into aluminum. The aluminum rolled products industry is characterized by economies of scale, as significant capital investments are required to achieve and maintain technological capabilities and to meet demanding customer qualification standards.
We believe that our insurance coverage terms and conditions are customary for a business such as Constellium and are sufficient to protect us against catastrophic losses. We also purchase and maintain insurance on behalf of our directors and officers.
We believe that our insurance coverage terms and conditions are customary for a business such as Constellium. We also purchase and maintain insurance on behalf of our directors and officers.
Our Industry Aluminum Sector Value Chain Aluminum has a number of unique physical characteristics. Aluminum is infinitely recyclable and recycling aluminum requires only approximately 5% of the energy required to produce primary aluminum. Aluminum’s corrosion resistance and its malleability also allow it to be easily cast, shaped, machined and used across a variety of applications.
It is infinitely recyclable and recycling aluminum requires only approximately 5% of the energy required to produce primary aluminum. Aluminum’s corrosion resistance and its malleability also allow it to be easily cast, shaped, machined and used across a variety of applications.
Intellectual Property We actively review intellectual property arising from our operations and our research and development activities and, when appropriate, apply for patents in the appropriate jurisdictions. We currently hold more than 250 active patent families and regularly apply for new ones.
Intellectual Property We actively manage intellectual property arising from our operations and our R&D activities and, when appropriate, apply for patents in the appropriate jurisdictions. We currently hold more than 270 active patent families and regularly apply for new ones.
According to CRU International Limited ("CRU"), the compound annual growth rate ("CAGR") for aluminum rolled products between 2024 and 2029 is expected to be 4.0%. Aluminum extrusion is a technique used to transform alloyed aluminum billets into semi-fabricated products with a defined cross-sectional profile for a wide range of uses.
According to CRU International Limited (“CRU”), the compound annual growth rate (“CAGR”) for aluminum rolled products between 2025 and 2030 is expected to be 3.6%. Aluminum extrusion is a technique used to transform alloyed aluminum billets into semi-fabricated products with a defined cross-sectional profile for a wide range of uses.
We have a diverse customer base, consisting of many of the world’s largest beverage companies, can makers, food and specialty packaging producers, automotive original equipment manufacturers ("OEMs") and general industrial companies.
We have a diverse customer base, consisting of many of the world’s largest beverage companies, can makers, food and specialty packaging producers, automotive original equipment manufacturers (“OEMs”) and general industrial companies. Our contracts in packaging and automotive are typically multi-year.
Our business model aims to pass through aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price neutrality. As of December 31, 2024 , we operated 25 manufacturing facilities, 3 R&D centers, and 3 administrative centers.
Our business model aims to pass through aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price neutrality. At December 31, 2025 , we have 24 manufacturing facilities, 3 Research and Development ( “R&D” ) centers, and 3 administrative centers.
Our automotive structures contracts are typically multi-year, which usually represents the lifetime of a model. We also serve a broad range of customers across a number of industries outside of automotive including rail, other transportation and general industrial markets in Europe. The non-automotive businesses typically have contracts which are shorter-term in nature.
We also serve a broad range of customers across a number of industries outside of automotive, including rail, other transportation and general industrial markets in Europe. The non-automotive businesses typically have contracts which are shorter-term in nature. 4 Our Industry Aluminum Sector Value Chain Aluminum has a number of unique physical characteristics.
We invested $49 million , $52 million and $46 million in R&D in the years ended December 31, 2024 , 2023 and 2022 , respectively. C-TEC, our world-class R&D center located in Voreppe, primarily serves our A&T and P&ARP operating segments and specializes in product and process development, product testing and technical assistance to our plants and customers.
C-TEC, our world-class R&D center located in Voreppe, primarily serves our A&T and P&ARP operating segments and specializes in product and process development, product testing and technical assistance to our plants and customers.
Recruiting, Training, Development & Retention Recruiting. Constellium is committed to attracting, developing, and retaining top talent. We actively recruit individuals with diverse backgrounds and experiences who share our passion for shaping a sustainable future through advanced aluminum solutions. Our recruitment strategy emphasizes promoting a culture of inclusion, continuous learning, and career advancement opportunities.
We actively recruit individuals with diverse backgrounds and experiences who share our passion for shaping a sustainable future through advanced aluminum solutions. Our recruitment strategy emphasizes promoting a culture of inclusion, continuous learning and career advancement opportunities. Our recruiting initiatives include university partnerships and optimizing and enhancing our digital recruitment tools and recruitment marketing efforts. Training, Development and Retention.
In addition, supply chain integration allows us to better anticipate customer demands and more efficiently manage our working capital needs. We also seek to strengthen customer connectivity through customer technical support and closed-loop scrap recycling programs.
We aim to deepen our ties with our customers by consistently providing best-in-class products and services and engaging in joint product development projects. In addition, supply chain integration allows us to better anticipate customer demands and more efficiently manage our working capital needs. We also seek to strengthen customer connectivity through customer technical support and closed-loop scrap recycling programs.
The global aluminum industry consists of (i) mining companies that produce bauxite, the ore from which aluminum is ultimately derived, (ii) primary aluminum producers that refine bauxite into alumina and smelt alumina into aluminum, (iii) aluminum semi-fabricated products manufacturers, including aluminum casters, extruders and rollers, (iv) aluminum recyclers and remelters, and (v) integrated companies that are present across multiple stages of the aluminum production chain. 4 Constellium’s Position in the Aluminum Sector Value Chain Aluminum value chain Our business is primarily focused on adding value through rolling and extruding aluminum into semi-fabricated and in some instances fully-fabricated alloyed aluminum products, for a variety of end-markets.
The global aluminum industry consists of (i) mining companies that extract bauxite, the ore from which aluminum is derived, (ii) primary aluminum producers that refine bauxite into alumina and smelt alumina into aluminum, (iii) aluminum semi-fabricated products manufacturers, including aluminum casters, extruders and rollers, (iv) aluminum recyclers and remelters, and (v) integrated companies that are present across multiple stages of the aluminum production chain.
Employees have the right to organize and bargain collectively with Constellium and engage in other protected activities. We work in connection with the works councils and unions to negotiate outcomes that benefit employees and the business in alignment with local legal frameworks. We encourage open dialogue and enter into these discussions with trust, respect and collaboration in mind.
We work in connection with the relevant works councils and unions to negotiate outcomes that benefit employees and the business in alignment with local legal frameworks. We encourage open dialogue and enter into these discussions with trust, respect and collaboration in mind. Recruiting, Training, Development & Retention Recruiting. Constellium is committed to attracting, developing, and retaining top talent.
These are also markets where we believe that we can differentiate ourselves through our high value-added and specialty products which make up the majority of our product portfolio.
These are also markets where we believe we can differentiate ourselves through our high value-added and specialty products which make up the majority of our product portfolio. Because aluminum is lightweight, strong, durable, and infinitely recyclable, we have invested heavily in advancing our manufacturing and recycling capabilities.
(vi) Commit to Our People and Communities We believe our people are among the best in the industry, which is a competitive strength that allows us to be a leader in our industry.
(vi) Commit to Our People and Communities We believe our people are among the best, which is a competitive strength that allows us to be a leader in our industry. We continuously provide training to our employees, invest in their skills and competencies, and promote a safe and inclusive environment where everyone is valued, contributes, and thrives.
Item 1. Business Overview We are a global leader in the design and manufacture of a broad range of innovative 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.
Overview We are 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.
Regulations in the U.S. and EU relating to reductions in carbon emissions are expected continue to result in the increased use of aluminum to "lightweight" traditional vehicles to facilitate better fuel economy, improve emissions performance and enhance vehicle safety.
In general, governmental regulations relating to reductions in carbon emissions and focus on fuel-efficiency trends correlate to the increased use of aluminum to “lightweight” traditional vehicles in order to facilitate better fuel economy, improve emissions performance and enhance vehicle safety.
We are also a major supplier of ABS in both North America and Europe, and heat exchangers and battery foil in Europe. These products are subject to the exacting requirements and qualification processes of our customers which we believe provide us with a competitive advantage.
These products are subject to the exacting requirements and qualification processes of our customers which we believe provide our technically advanced products with a competitive advantage. We are also a key player in the recycling of aluminum scrap, including used beverage cans in North America and Europe.
In addition, we supply the automotive market with technically advanced products such as Auto Body Sheet ("ABS"), heat exchanger materials and battery foil products. 3 We are a leading supplier of canstock in North America and Europe and a leading supplier of closure stock globally.
We supply the packaging market with canstock and closure stock for the beverage and food industry, as well as foilstock for the flexible packaging market. In addition, we supply the automotive market with technically advanced products such as Auto Body Sheet (“ABS”), heat exchanger materials and battery foil products.
The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov. We will also make available on our website, free of charge, our SEC filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
We also make available on our website, free of charge, our SEC filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.constellium.com. The information contained on our website is not incorporated by reference in this document. 12
These agreements are negotiated on site, regionally or on a national level, and are of different durations. In the U.S., f or the year ended December 31, 2024, there was no extension to any of our collective bargaining agreements and no new collective bargaining agreements were negotiated or ratified.
These agreements are negotiated on site, regionally or on a national level, and are of different durations. In the U.S., in 2025 , collective bargaining agreements were negotiated and extended at our facilities in Ravenswood and Muscle Shoals.
Over the last several years we have implemented various wellness programs and policies across the organization to bring awareness to health and wellnes s. W e routinely assess the Company’s paid leave, vacation, and other policies and practices to help provide employees with greater access to resources to help support a healthy lifestyle. Labor Union Affiliations.
We routinely assess the Company’s paid leave, vacation, and other policies and practices to help provide employees with greater access to resources to help support a healthy lifestyle. Labor Union Affiliations. Employees have the right to organize and bargain collectively with Constellium and engage in other protected activities.
We have developed a global learning and development program, Constellium University, which is designed to foster a unified learning culture across all levels of the organization from shop floor employees to executive leadership. Initiatives included in Constellium University include: Constellium University learning platform, global engineering development program, leadership development program, the executive leadership program and global mentorship program.
We empower our employees to grow and develop by offering a supportive environment and conducive tools and opportunities. We have local and Group-level learning and development programs to promote continuous learning. Constellium University, our global learning and development program is designed to foster a unified learning culture across all levels of the organization from shop floor employees to executive leadership.
We believe that we are one of the largest providers of aluminum automotive crash management systems globally, and our customers include some of the largest North American and European car manufacturers, such as BMW AG, Ford Motor Company, Mercedes-Benz Group AG, Stellantis, Toyota Motor Corporation and Volkswagen Group.
We believe that we are one of the largest providers of aluminum automotive crash management systems globally, and our customers include some of the largest North American and European car manufacturers. Our automotive structures contracts are typically multi-year, which usually represents the lifetime of a model.
Seasonality Customer demand in the aluminum industry is seasonal due to a variety of factors, including holiday seasons, weather conditions, economic and other factors beyond our control. Our volumes are impacted by the timing of the holiday seasons in particular, with the lowest volumes typically delivered in August and December and highest volumes delivered in January to June.
We compete with a variety of both U.S. and non-U.S. companies in all major markets across the aluminum supply chain. Seasonality Customer demand in the aluminum industry is seasonal due to a variety of factors, including holiday seasons, weather conditions, economic and other factors beyond our control.
Our product portfolio in these segments include both specialty aluminum plates and sheets as well as standard products. Our A&T customers are diverse and range from Airbus, Boeing and Lockheed Martin in commercial and military aerospace, to Ryerson, ThyssenKrupp, General Dynamics and KNDS in commercial transportation, general industrial and defense, to multiple players in space.
Our product portfolio in these segments includes both specialty aluminum plates and sheets, as well as standard products. Our A&T customers are diverse and range across commercial and military aerospace, space, defense, commercial transportation, and general industrial end-markets. The majority of our contracts with our largest aerospace customers are multi-year contracts, which provide visibility on volumes and profitability.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Economic downturns in regional and global economies, or a prolonged recession in our principal industry segments, have had a negative impact on our operations in the past by reducing overall demand for our products, and could have a negative impact on our future financial condition or results of operations.
Economic downturns in regional and global economies, or a prolonged recession in our principal industry segments, have had a negative impact on our operations in the past by reducing overall demand for our products, and could in the future have a negative impact on our financial condition or results of operations.
Each of these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors, including the global supply and demand of aluminum. Regional premiums tend to vary based on the supply and demand for metal in a particular region, changes in tariffs and associated warehousing and transportation costs.
Each of these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors, including the global aluminum supply and demand. Regional premiums tend to vary based on the supply and demand for metal in a particular region, changes in tariffs and associated warehousing and transportation costs.
Our corporate affairs are governed by the Company’s Articles of Association and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our Board may be different from the rights of shareholders and duties of directors in companies governed by the laws of U.S. jurisdictions.
Our corporate affairs are governed by the Company’s Articles of Association and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our Board of Directors may be different from the rights of shareholders and duties of directors in companies governed by the laws of U.S. jurisdictions.
Additionally, if any of our key suppliers is unable to deliver sufficient quantities on a timely basis, our production may be disrupted, and we could be forced to purchase primary metal or other raw materials from alternative sources, which may not be available in sufficient quantities or may only be available on terms that are less favorable to us and could also impact our overall sustainability targets.
Additionally, if any of our key suppliers are unable to deliver sufficient quantities on a timely basis, our production may be disrupted, and we could be forced to purchase primary metal or other raw materials from alternative sources, which may not be available in sufficient quantities or may only be available on terms that are less favorable to us and could also impact our overall sustainability targets.
Our suppliers are generally not bound by long-term contracts and have no obligation to sell aluminum scrap to us. As an example, a decrease in the supply of used beverage cans ("UBCs") could negatively impact our supply of aluminum. In addition, when using recycled material, we benefit from the difference between the price of primary aluminum and aluminum scrap.
Our suppliers are generally not bound by long-term contracts and have no obligation to sell aluminum scrap to us. As an example, a decrease in the supply of used beverage cans could negatively impact our supply of aluminum. In addition, when using recycled material, we benefit from the difference between the price of primary aluminum and aluminum scrap.
It could be costly to address these claims or any related investigations, whether meritorious or not, and if found liable, we could be required to pay substantial monetary damages. Legal proceedings and investigations could also divert management’s attention as well as operational resources, adversely affecting our financial position, results of operations, cash flows, and reputation.
It could be costly to address these claims or any 21 related investigations, whether meritorious or not, and if found liable, we could be required to pay substantial monetary damages. Legal proceedings and investigations could also divert management’s attention as well as operational resources, adversely affecting our financial position, results of operations, cash flows, and reputation.
Further, the 16 failure to retain or provide adequate succession plans for key personnel could adversely affect our operations and competitiveness. We could experience labor disputes and work stoppages, or be unable to renegotiate collective bargaining agreements, which could disrupt our business and have a negative impact on our financial condition and results of operations.
Further, the failure to retain or provide adequate succession plans for key personnel could adversely affect our operations and competitiveness. We could experience labor disputes and work stoppages, or be unable to renegotiate collective bargaining agreements, which could disrupt our business and have a negative impact on our financial condition and results of operations.
Our customer contracts and related arrangements are subject to renewal, renegotiation, or re-pricing at periodic intervals or, in some cases, upon changes in competitive and regulatory supply conditions. Some of our customer contracts also provide termination rights to our customers, or may have provisions that may become less favorable to us over time.
Our customer contracts and related arrangements are subject to renewal, renegotiation, or re-pricing at periodic intervals or, in some cases, upon changes in competitive and regulatory supply conditions. Some of our customer contracts also provide 17 termination rights to our customers or may have provisions that may become less favorable to us over time.
Therefore, a final judgment for the payment of money rendered by any U.S. court based on civil liability would not be enforceable in France unless recognized by French courts in accordance with French law. Moreover, an SEC decision ordering the payment of a fine would not be enforceable in France.
Therefore, a final judgment for the payment of money rendered by any U.S. court based on civil liability would not be enforceable in France unless recognized by French courts in accordance with French law. Moreover, a SEC decision ordering the payment of a fine would not be enforceable in France.
Since our corporate seat has been transferred to France as of December 12, 2019, our dividends paid, on our 21 ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on the basis of the double tax treaty between the Netherlands and France.
Since our corporate seat has been transferred to France as of December 12, 2019, our dividends paid on our ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on the basis of the double tax treaty between the Netherlands and France.
We may not generate sufficient operating cash flows and our external financing sources may not be available in sufficient amounts to enable us to make anticipated capital expenditures, or to complete them on a timely basis.
We may not generate sufficient operating cash flows and our external financing sources may not be available in sufficient amounts to enable us to make anticipated capital expenditures, or to complete them 15 on a timely basis.
Some additional factors that could adversely impact our ability to meet our customer requirements and demand, or changing market conditions include: • making substantial capital investments to repair, maintain, upgrade, and expand our facilities and equipment.
Some additional factors that could adversely impact our ability to meet our customer requirements and demand, or changing market conditions include: • making substantial capital investments sufficient to repair, maintain, upgrade, and expand our facilities and equipment.
In the performance of its duties, our Board is required by French law to consider the interests of the Company, its shareholders, its employees, and other stakeholders, in all cases with due consideration to the principles of reasonableness and fairness.
In the performance of its duties, our Board of Directors is required by French law to consider the interests of the Company, its shareholders, its employees, and other stakeholders, in all cases with due consideration to the principles of reasonableness and fairness.
Under French law, our shareholders’ meeting may empower our Board to issue shares, or warrants to subscribe new shares, and restrict or exclude preemptive rights on the issue of those shares or warrants, including in the context of takeover offers .
Under French law, our shareholders’ meeting may empower our Board of Directors to issue shares, or warrants to subscribe new shares, and restrict or exclude preemptive rights on the issue of those shares or warrants, including in the context of takeover offers.
We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts to meet ESG targets or standards or to enhance the sustainability of our businesses may not meet the expectations of our stakeholders or regulators.
We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts to meet sustainability targets or standards or to enhance the sustainability of our businesses may not meet the expectations of our stakeholders or regulators.
Pursuant to Article 235 ter ZD of the French tax code, purchases of equity instruments or similar securities of a French company listed on a regulated market of the EU or on a foreign regulated market formally recognized as such by the French Financial Market Authority (the "AMF") are subject to a French tax on financial transactions at a rate of 0.4 % following the adoption of the Finance bill for 2025 provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1 of the year preceding the taxation year.
Pursuant to Article 235 ter ZD of the French tax code, purchases of equity instruments or similar securities of a French company listed on a regulated market of the EU or on a foreign regulated market formally recognized as such by the French Financial Market Authority (the “AMF”) are subject to a French tax on financial transactions at a rate of 0.4% following the adoption of the Finance bill for 2025 provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1 of the year preceding the taxation year.
As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of the Board than if we were incorporated in the United States.
As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of the Board of Directors than if we were incorporated in the United States.
Although we have secured a large part of our near-term natural gas and electricity supply under fixed price commitments or annual or multi-year contracts with suppliers, future increases in fuel and 12 utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have an adverse effect on our financial condition, results of operations and cash flows.
Although we have secured a large part of our near-term natural gas and electricity supply under fixed price commitments and annual or multi-year physical supply contracts with suppliers , future increases in fuel and utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have an adverse effect on our financial condition, results of operations and cash flows.
As cyber threats continue to evolve, we periodically adjust our security measures and procedures to allow us to investigate and promptly remediate any information security issues.
As cyber threats continue to evolve, we periodically adjust our security measures and procedures to allow us to investigate and seek to promptly remediate any information security issues.
In connection with our transfer of domicile in 2019 from the Netherlands to France, the French tax authorities notably confirmed by a ruling dated October 11, 2019 (the "French Ruling") that the purchases of ordinary shares of the Company were not subject to registration duties in France, subject to the absence of any deed concluded in France, and were not subject to the French financial transaction tax.
In connection with our transfer of domicile in 2019 from the Netherlands to France, the French tax authorities notably confirmed by a ruling dated October 11, 2019 (the “French Ruling”) that the purchases of ordinary shares of the Company were not subject to registration duties in France, subject to the absence of any deed concluded in France, and were not subject to the French financial transaction tax.
Notwithstanding our ongoing plans and investments to increase our capacity, we may not be able to maintain our production capacity or expand it quickly enough to meet our customer requirements; • unplanned business interruptions caused by events such as explosions, fires, inclement weather, floods and other natural disasters, pandemics, economic and political instability and unrest, wars, accidents, equipment failure and breakdown, IT systems and process failures, electrical blackouts or outages, transportation and, global and regional supply interruptions.
Notwithstanding our ongoing plans and investments to increase our capacity, we may not be able to maintain our production capacity or expand it quickly enough to meet our customer requirements; • unplanned business interruptions caused by events such as explosions, fires, inclement weather, floods and other natural disasters, pandemics or other public health crises, economic and political instability and unrest, wars, accidents, equipment failure and breakdown, IT systems and process failures, electrical blackouts or outages, transportation, and global and regional supply interruptions.
The rights of our shareholders may be different from the rights of shareholders of U.S. companies and provisions of our organizational documents and applicable law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their ordinary shares or to make changes in our Board.
The rights of our shareholders may be different from the rights of shareholders of U.S. companies and provisions of our organizational documents and applicable law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their ordinary shares or to make changes to our Board of Directors .
Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials, for various applications. Higher aluminum prices relative to alternative materials may make aluminum products less competitive. Environmental and other regulations may also make our products less competitive as compared to materials that are subject to fewer regulations.
Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials, for various applications. Higher aluminum prices relative to alternative materials may make aluminum products less competitive. Environmental and other regulations may also make our products less competitive as compared to materials that are subject to less onerous regulations.
In addition, several provisions of the Articles of Association and the laws of France may discourage, delay or prevent a merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to disclose the crossing of ownership thresholds.
In addition, several provisions of the Articles of Association and the laws of France may discourage, delay or prevent a potential investment, merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to disclose the crossing of ownership thresholds.
The failure of our IT systems to perform efficiently could disrupt our business and could result in transaction errors, processing inefficiencies, limited equipment utilization, the loss of sales, customers, or intellectual property, 22 causing our business and financial results to suffer.
The failure of any our IT systems to perform efficiently could disrupt our business and could result in transaction errors, processing inefficiencies, limited equipment utilization, the loss of sales, customers, or intellectual property, causing our business and financial results to suffer.
In addition, if we are unable to make investments for upgrades 13 and repairs or purchase new plants and equipment, our financial condition and results of operations could be materially adversely affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, operational disruptions, reduced production capacity, and other competitive factors.
In addition, if we are unable t o make investments, or if we delay investments for upgrades and repairs, or purchase new plants and equipment , our financial condition and results of operations could be materially adversely affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, operational disruptions, reduced production capacity, and other competitive factors.
Despite the internal controls and the policies and procedures we have developed and implemented to ensure strict compliance with anti-bribery, anti-money laundering, anti-corruption and other laws, violations or misconduct by these parties could include intentional, reckless, and negligent conduct, which can be difficult to detect, and such policies and procedures may not be effective in all instances to prevent these actions.
Despite the internal controls and the policies and procedures we have developed and implemented to comply with anti-bribery, anti-money laundering, anti-corruption and other laws, violations or misconduct by these parties could include intentional, reckless, and negligent conduct, which can be difficult to detect, and such policies and procedures may not be effective in all instances to prevent these actions.
If the French Intermediary fails to comply with the French provisions applicable to registered intermediaries ( intermédiaires inscrits ), and if we are unable to find an appropriate substitute, or if the European Commission no longer considered the NYSE as equivalent to an EU regulated market as described above, we might not be able to comply with existing French laws regarding the holding of shares in the " au porteur" (bearer) form, and shares would have to be held in " au nominatif" (registered) form.
If the French Intermediary fails to comply with the French provisions applicable to registered intermediaries ( intermédiaires inscrits ), and if we are unable to find an appropriate substitute, or if the European Commission no longer considered the NYSE as equivalent to an EU regulated market as described above, we might not be able to comply with existing French laws regarding the holding of shares in the “ au porteur” (bearer) form, and shares would have to be held in “ au nominatif” (registered) form.
As of December 31, 2024 , we had environmental remediation costs provisions of $92 million . Future environmental regulations, requirements or more aggressive enforcement of existing regulations could impose stricter compliance requirements on us and on the industries in which we operate, such as legislative efforts to limit greenhouse gas emissions, including carbon dioxide.
As of December 31, 2025 , we had environmental remediation costs provisions of $98 million . Future environmental regulations, requirements or more aggressive enforcement of existing regulations could impose stricter compliance requirements on us and on the industries in which we operate, such as legislative efforts to limit greenhouse gas emissions, including carbon dioxide.
The overall price of primary aluminum consists of several components: (1) the underlying base metal component, which is typically based on quoted prices from the LME; (2) the regional premium, which represents an incremental price over the base LME component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal sold in the United States or the Rotterdam premium for metal sold in Europe); and (3) the product premium, which represents a separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity.
The overall price of primary aluminum consists of several components: (i) the underlying base metal component, which is typically based on quoted prices from the LME; (ii) the regional premium, which represents an incremental price over the base LME component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal sold in the United States or the Rotterdam premium for metal sold in Europe); and (iii) the product premium, which represents a separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity.
If we are unable to, or determine not to, complete our expected investments, or such investments are delayed, we will not realize the anticipated benefits of such investments.
If we are unable to, or determined not to, complete our expected investments, or such investments are delayed, we will not realize the anticipated benefits of such investments.
The French Ruling could be revoked if the description and legal analysis of the holding structure of the shares of the Company after the completion of its transfer from the Netherlands to France was inaccurate.
The French Ruling (as defined below) could be revoked if the description and legal analysis of the holding structure of the shares of the Company after the completion of its transfer from the Netherlands to France was inaccurate.
We typically purchase the majority of our natural gas and electricity requirements on a forward basis under fixed price commitments or long-term contracts with suppliers which provides increased visibility on costs. However, the volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects operating costs.
We typically purchase the majority of our natural gas and electricity requirements on a forward basis under fixed price commitments and long-term physical supply contracts with suppliers , which provide increased visibility on costs. However, the volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects our operating costs.
Consequently, if this difference narrows for a considerable period of time or if an adequate supply of aluminum scrap is not available to us, we would be unable to recycle metals at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected.
Consequently, if this difference narrows and/or if the primary aluminum price were to decrease for a considerable period of time or if an adequate supply of aluminum scrap is not available to us, we would be unable to recycle metals at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected.
If future regulations subject us to additional capital 18 or margin requirements or other restrictions on our trading and commodity positions, this could have an adverse effect on our financial condition and results of operations.
If future regulations subject us to additional capital or margin requirements or other restrictions on our foreign exchange and commodity positions, this could have an adverse effect on our financial condition and results of operations.
We use a French registered intermediary for the account of our beneficial owners (the "French Intermediary").
We use a French registered intermediary for the account of our beneficial owners (the “French Intermediary”).
We may also be exposed to losses if the counterparties to our derivative instruments fail to honor their agreements. With the exception of hedges on certain long-term aerospace contracts, we do not apply hedge accounting to our forwards, futures, or option contracts.
We may also be exposed to losses if the counterparties to our derivative instruments fail to honor their agreements. With the exception of hedges on certain long-term aerospace contracts, we do not apply hedge accounting to our derivative financial instruments .
According to the Company’s articles of association ("Articles of Association") , any person, acting alone or in concert within the meaning of Article L. 233-10 of the French Commercial Code, who comes into possession, other than following a voluntary takeover offer, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a takeover offer on all the shares and securities granting access to the Company's shares or voting rights, and on terms that comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations.
According to the Company’s articles of association (“Articles of Association”) , any person, acting alone or in concert within the meaning of Article L. 233-10 of the French Commercial Code, who comes into possession, other than following a voluntary takeover offer, directly or indirectly, of more than 30% of the capital or voting rights of the Company, is required to launch a takeover offer for all the shares and all securities granting access to the Company's shares or voting rights ( i.e., securities providing for voting rights or convertible into, or exercisable for, shares), and on terms that comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations.
We generally are subject to financial, political, economic, regulatory and business risks in connection with our global operations, including: • changes in international governmental regulations, and other foreign trade restrictions and laws, including those relating to taxes, employment and repatriation of earnings; • compliance with sanction regimes and export control laws of multiple jurisdictions; • currency restrictions, currency exchange rate and interest rate fluctuations; • the potential for nationalization of enterprises or government policies favoring local production; • renegotiation or nullification of existing agreements; • high rates of, excessive, sustained or prolonged inflation; • differing protections for intellectual property and their enforcement; 11 • divergent environmental laws and regulations; • significant supply/demand imbalances impacting our industry; • public health crises, epidemics and pandemics, such as COVID-19; • uncertain social, political, regulatory, or trade conditions and instability (e.g., U.S. and other duties, taxes, tariffs, sanctions, embargoes and trade negotiations); • geopolitical tensions, international conflict, terrorist attacks, armed conflict and wars; and • sustained economic downturns, volatility, and instability, regionally and globally.
We are generally subject to financial, economic, regulatory and business risks in connection with our global operations, including risks relating to: • uncertain social, political, regulatory, or trade conditions and instability (e.g., duties, taxes, tariffs, sanctions, embargoes and trade negotiations); • changes in regulations and laws of multiple jurisdictions, including those relating to taxes, employment, repatriation of earnings and foreign trade restrictions; • compliance with sanction regimes and export control laws of multiple jurisdictions; • currency restrictions, currency exchange rate and interest rate fluctuations; • the potential for nationalization of enterprises or government policies favoring local production; • renegotiation or nullification of existing agreements; 13 • high rates of excessive, sustained or prolonged inflation; • differing protections for intellectual property and their enforcement; • divergent environmental laws and regulations; • significant supply/demand imbalances impacting our industry; • public health crises, epidemics and pandemics; and • sustained economic downturns, volatility, and instability, regionally and globally.
Similarly, in certain contracts we may have ineffective pass-through mechanisms related to regional premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or other costs.
In some of our contracts we may have ineffective pass-through mechanisms related to regional premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or other costs.
Sustained high raw material prices, increases in raw material prices, the inability to meaningfully hedge our exposure to such prices, or the inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs to our customers, could have a material adverse effect on our business, financial condition, and results of operations and cash flow.
The inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs to our customers or t he inability to meaningfully hedge our exposure to such prices could have a material adverse effect on our business, financial condition, and results of operations and cash flows.
Our operations are subject to international, national, state, and local laws and regulations in the jurisdictions where we do business, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of contaminated sites, and employee health and safety.
We therefore may incur significant costs protecting such rights. Our operations are subject to international, national, state, and local laws and regulations in the jurisdictions where we do business, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of contaminated sites, and employee health and safety.
We maintain annual and multi-year contracts for a majority of our supply requirements and depend on spot purchases for the remainder of such requirements. There can be no assurance that we will be able to renew or obtain replacements for such contracts when they expire on favorable terms, or at all.
We maintain annual and multi-year contracts for a majority of our supply requirements and depend on spot purchases for the remainder of such requirements. There can be no assurance that we will be able to renew or obtain replacements for such contracts.
Product premiums generally are a function of supply and demand as well as production and raw material costs for a given primary aluminum shape and alloy combination in a particular region. Raw materials used in our products include alloying elements, s uch as magnesium, manganese, silicon, zinc, or coppe r.
Product premiums generally are a function of supply and demand as well as production and raw material costs for a given primary aluminum shape and alloy combination in a particular region. Raw materials used in our products include alloying elements, such as copper, lithium, magnesium, manganese, silicon, silver or zinc .
These may also have the effect of changing the expected timing of projects or initiatives resulting from changes in law or governmental policy. Compliance with any new laws or regulations or differing interpretations of existing laws, could require additional capital and other expenditures by us or our customers or suppliers.
Changes in law or government policy may also have the e ffect of changing the expected timing of projects or initiatives. Compliance with any new laws or regulations or differing interpretations of existing laws could also require additional capital and other expenditures by us, our customers or suppliers.
We rely on our IT systems to effectively manage and operate our business, including such processes as data collection, accounting, financial reporting, communications, supply chain, order entry and fulfillment, other business processes, and in operating our equipment.
We rely on internal and externally managed information technology (“IT”) systems to effectively manage and operate our business, including such processes as data collection, accounting, financial reporting, communications, supply chain, order entry and fulfillment, other business processes, and in operating our equipment.
FINANCIAL RISKS Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could adversely affect our net income, our ability to service our debt or obtain additional financing, and our business relationships. We have a significant amount of indebtedness. To service such debt, we require a significant amount of cash.
FINANCIAL RISKS Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could adversely affect our net income, our ability to service our debt or obtain additional financing, and our business relationships. We have a material amount of indebtedness, which we are required to manage.
Information security risks continue to grow with the ongoing proliferation of new technologies and the sophistication and high level of activity of perpetrators of cyber-attacks, particularly during periods of domestic and international conflict, and geopolitical tension.
Information security risks continue to grow with the ongoing proliferation of new technologies, such as artificial intelligence (“AI”) and machine learning, and the sophistication and high level of activity of perpetrators of cyber-attacks, particularly during periods of domestic and international conflict, and geopolitical tension.
We did not have any significant security incidents or intrusions in 2024 that adversely impacted our systems or business. We continuously evaluate our IT systems and security processes, including conducting third party security assessments.
We did not have any significant security incidents or intrusions in 2025 that adversely impacted our systems or business. We evaluate our IT systems and security processes on a continuing basis, including conducting third party security assessments.
From time to time, our business has been and may continue to be impacted by severe weather conditions, which can cause floods and other natural disasters and result in outages, supply or logistics delays, disruptions and shortages, as well as damage to our plants, machinery and equipment and the risk of physical harm to our personnel and others.
From time to time, our business has been and may continue to be impacted by physical risks associated with climate change such as severe weather conditions, which can cause floods and other natural disasters and result in outages, supply or logistics delays, disruptions and shortages (such as prolonged periods of drought which may result in restrictions on water use), as well as damage to our plants, machinery and equipment and the risk of physical harm to our personnel and others.
Any of the aforementioned events could lead to financial losses from remedial actions, loss of business or potential liability, and/or damage our reputation, which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. For further information regarding our cybersecurity risk management processes see Item 1C Cybersecurity.
Any of the aforementioned events could lead to financial losses from remedial actions, loss of business or potential liability, and/or damage our reputation, which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
French law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a domestic legal merger or demerger of a company. 20 United States civil liabilities may not be enforceable against the Company.
French law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a domestic legal merger or demerger of a company.
We are dependent on a limited number of suppliers for a substantial portion of our aluminum supply and a failure to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, may adversely affect our results of operations, financial condition, and cash flows.
We are dependent on a limited number of suppliers for a substantial portion of our aluminum supply and general stability in the primary and scrap aluminum markets, and a failure to successfully renew or renegotiate our agreements with our suppliers, supply interruptions, and/or adverse changes in the primary and scrap aluminum market dynamic, may adversely affect our results of operations, financial condition, and cash flows.
In addition, our level of indebtedness could adversely affect our operations by: • reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes; 17 • adversely affecting the terms under which suppliers provide goods and services to us; • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete, including limiting our ability to make strategic acquisitions; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
We cannot be certain that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. 19 In addition, our level of indebtedness could adversely affect our operations by: • reducing the availability of our cash flow to fund working capital, capital expenditures, R&D efforts and other general corporate purposes; • adversely affecting the terms under which suppliers provide goods and services to us; • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete, including limiting our ability to make strategic acquisitions; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
In such cases, the loss of a customer, or the reduction of that customer’s business at these facilities, or the deterioration of such customer’s credit or financial condition, could materially adversely affect our financial condition and results of operations, and we may be unable to timely replace, or replace at all, lost order volumes and revenue. 15 The ability of large customers to exert leverage in the market to reduce the pricing for our aluminum products, could materially adversely affect our financial position, results of operations and cash flows.
In such cases, the loss of a customer, or the reduction of that customer’s business at these facilities, or the deterioration of such customer’s credit or financial condition, could materially adversely affect our financial condition and results of operations, and we may be unable to timely replace, or replace at all, lost order volumes and revenue.
We may be exposed to fraud, misconduct, corruption, or other illegal activity which could harm our reputation and our financial results. We may be exposed to fraud, misconduct, corruption or other illegal activity by our employees, independent contractors, consultants, commercial partners, and vendors.
For further information regarding our cybersecurity risk management processes see Item 1C. Cybersecurity. We may be exposed to fraud, misconduct, corruption, or other illegal activity which could harm our reputation and our financial results. We may be exposed to fraud, misconduct, corruption or other illegal activity by our employees, independent contractors, consultants, commercial partners, and vendors.
The price volatility of energy costs may adversely affect our profitability. Our operations use natural gas and electricity, which represent a large component of our cost of sales, after metal, labor costs, and depreciation.
Any or all of these actions could adversely affect our business, financial condition, results of operations and cash flows. The price volatility of energy costs may adversely affect our profitability. Our operations use natural gas and electricity, which represent a large component of our cost of sales, after metal, labor costs, and depreciation.
Consequently, if prices increase for a considerable period of time or if an adequate supply of alloying elements is not available to us, we would be unable to produce aluminum at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected.
Consequently, if prices increase for a considerable period of time or if an adequate supply of alloying elements is not available to us, we would be unable to produce aluminum at desired volumes and our results of operations, financial condition and cash flows could be materially adversely affected. 18 The loss of certain members of our senior management team or other key employees may have a material adverse effect on our operating results.
These individuals, including our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, possess sales, marketing, engineering, technical, manufacturing, financial and administrative skills that are critical to the operation of our business.
Our success depends, in part, on the efforts of our senior management and other key employees. These individuals, including our Chief Executive Officer and Chief Financial Officer, possess sales, marketing, engineering, technical, manufacturing, financial and administrative skills that are critical to the operation of our business.
Similarly, geopolitical tensions, instability, conflicts, and wars, such as the conflict between Russia and Ukraine, terrorist acts and tensions between nation states can affect the normal and peaceful course of international relations and can have an adverse impact on the economy and our financial condition.
Geopolitical instability, including inter-governmental tensions, conflicts, wars, terrorist acts and tensions between nation states can affect the normal and peaceful course of international relations and can have an adverse impact on regional and global economic conditions and our financial condition.
In such case, the Company would need to maintain at all times a register with the name of (and number of shares held by) each shareholder, which could adversely affect the rights of our shareholders, including potentially the right to exercise their voting rights as Company shareholders as only shareholders registered on such register would be entitled to vote.
In such case, the Company would need to maintain at all times a register with the name of (and number of shares held by) each shareholder, which could adversely affect the rights of our shareholders, including potentially the right to exercise their voting rights as Company shareholders as only shareholders registered on such register would be entitled to vote. 23 If dividends were paid by our Company, it is uncertain whether our non-resident French shareholders would actually obtain the elimination or reduction of the French domestic dividend withholding tax to which they would be entitled.
Various factors determine our effective tax rate and/or the amount we are required to pay, including changes in or interpretations of tax laws and regulations in any given jurisdiction or global (for example Organization for Economic Co-operation and Development Pillar 2 tax reform) and EU-based initiatives (some such tax laws and regulations aim, among other things, to address tax avoidance by multinational c ompanies), c hanges in geographical allocation of income and expense, the ability to use net operating loss and other tax attributes, and the evaluation of deferred tax assets that requires significant judgment.
Various factors determine our effective tax rate and/or the amounts we are required to pay, including changes in or interpretations of tax laws and regulations in any given jurisdiction or global and/or EU-based initiatives, changes in geographical allocation of income and expense, the ability to use net operating loss and other tax attributes, and the evaluation of deferred tax assets that requires significant judgment.
Any increase in the direct or indirect costs of these energy sources in response to new laws and regulatory requirements could be passed through to us, our customers, and suppliers, which could also have a negative impact on our financial condition and profitability.
We are also subject to environmental reviews, investigations, and remediation by relevant governmental authorities from time to time. Any increase in the direct or indirect costs in response to new laws and regulatory requirements could be passed through to us, our customers, and suppliers, which could also have a negative impact on our financial condition and profitability.
There are also ongoing changes in the legal and regulatory environment with respect to ESG and climate change matters which are subject to changes in governmental policies relating to such issues.As changes are implemented, existing and new or revised laws and regulations in this area could directly and indirectly affect us, our customers, and suppliers, including by increasing the costs of production or impacting demand for and the price of certain products.
As changes are implemented, existing and new or revised laws and regulations in this area could directly and indirectly affect us, our customers, and suppliers, including by increasing the costs of production or impacting demand for and the price of certain products.
At certain times, hedging instruments may simply be unavailable or not available on terms acceptable to us. In addition, current legislation increases the regulatory oversight of over-the-counter derivatives markets and derivative transactions. The companies and transactions that are subject to these regulations may change.
In addition, current legislation increases the regulatory oversight of over-the-counter derivatives markets and derivative transactions. The companies and transactions that are subject to these regulations may change.
Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid or be subject to claims for damages.
In addition, changes to these laws and regulations could result in us being required to incur additional costs. Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid or be subject to claims for damages.
We purchase and sell forwards, futures and, from time to time, options contracts as part of our efforts to reduce our exposure to changes in currency exchange rates, aluminum prices and other raw materials and energy prices.
We enter into derivative financial instruments as part of our efforts to reduce our exposure to changes in currency exchange rates, aluminum prices and other raw materials and energy prices.
Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases.
If our customers become larger and more concentrated, they could exert financial pressure on all suppliers, including us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases.
We have experienced product quality, performance or reliability problems and defects from time to time and similar defects or failures may occur in the future.
If our products do not meet these standards or are defective, we may be required to replace or rework the products. We have experienced product quality, performance or reliability problems and defects from time to time and similar defects or failures may occur in the future.
We are incorporated as a Societas Europaea (an "SE") under the laws of France and a substantial portion of our assets are located, and a majority of our directors and officers reside, outside the United States.
United States civil liabilities may not be enforceable against the Company. We are incorporated as an SE under the laws of France and a majority of our directors and officers reside outside the United States.
Our results of operations, cash flows and liquidity could be adversely affected if we are unable to execute on our hedging policy, if counterparties to our derivative instruments fail to honor their agreements or if we are unable to enter into certain derivative instruments.
If our debt payments were to accelerate , we cannot be certain that our assets would be sufficient to repay such debt in full and, in the case of our secured indebtedness, our lenders could consequently foreclose on our pledged assets. 20 Our results of operations, cash flows and liquidity could be adversely affected if we are unable to execute on our hedging policy, if counterparties to our derivative instruments fail to honor their agreements or if we are unable to enter into certain derivative instruments.
Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition, we therefore may incur significant costs protecting such rights.
Further, we have a presence in China , which historically has afforded less protection to intellectual property rights than the United States or Europe. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.
Such tariffs might require us to reconsider or seek to renegotiate our commercial agreements with suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our products. Any or all of these actions could adversely affect our business, financial condition, results of operations and cash flows.
Changes in tariff law and policy might require us to reconsider or seek to renegotiate our commercial agreements with suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our products.
The duration, intensity and consequences of such conflicts and tensions are uncertain and unpredictable, and we may not be able to adequately foresee events that could disrupt and have a negative impact on our operations. Moreover, their continuation is likely to contribute to further instability in the global economy, financial markets, and supply chains.
The duration, intensity and consequences of such impacts are uncertain and unpredictable, and we may not be able to adequately foresee or mitigate events that could disrupt and have a negative impact on our operations. Geopolitical instability could adversely affect our business.
If the NYSE were to be formally recognized as a foreign regulated market by the AMF in the future, or if Article 235 ter ZD of the French tax code were amended to include the NYSE as a foreign regulated market, the French financial transaction tax could be due on purchases of ordinary shares of the Company.
If the NYSE were to be formally recognized as a foreign regulated market by the AMF in the future, or if Article 235 ter ZD of the French tax code were amended to include the NYSE as a foreign regulated market, the French financial transaction tax could be due on purchases of ordinary shares of the Company. 24 GENERAL RISKS Disruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information security breaches, could result in reputational harm and other negative consequences and have a material adverse effect on our business, financial conditions and results of operations.
The severity and frequency of such events, which can adversely impact our operations and financial condition, may be exacerbated by climate change. In addition, climate change is a focus and has led to new laws and regulations and further proposed legislative and regulatory initiatives in many of the countries in which we, our suppliers and customers operate.
Climate change is a focus of many governments and has led to new laws and regulations and further proposed legislative and regulatory initiatives in many of the countries in which we, our suppliers and customers operate. Such legal and regulatory initiatives are subject to changes, as governmental policies relating to such issues evolve.
As a result, our efforts to conduct our business in accordance with some or all these targets, standards and expectations (and applicable laws and regulations) may involve trade-offs and may not satisfy all stakeholders. Our policies and processes to evaluate and manage ESG targets and standards in coordination with other business priorities may not prove completely effective.
Further, we define our own corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders. As a result, our efforts to conduct our business in accordance with some or all of these targets, standards and expectations (and applicable laws and regulations) may involve trade-offs and may not satisfy all stakeholders.
Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could adversely affect our business, results of operations, financial position and cash flows. New tariffs and other restrictive trade measures could adversely affect our business, results of operations, financial position and cash flows.
Shifts in international trade policies, imposition or increase of tariffs, or other restrictive trade measures could adversely affect our business, results of operations, financial position and cash flows. Shifts in international trade policies could adversely affect our business, results of operations, financial position and cash flows.
They may also seek indemnification in the name of individual investors who have suffered individual damages if mandated by at least two such investors. The provisions of French corporate law and the Articles of Association have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Board.
The provisions of French corporate law and the Articles of Association have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Board of Directors.
As a result, we may face regulatory, investor, media, or public scrutiny that may adversely affect our business, our results of operations, or our financial condition. 14 Our failure to meet customer manufacturing and quality requirements, standards, and demand, or changing market conditions could have a material adverse impact on our business, reputation, and financial results.
Our failure to meet customer manufacturing and quality requirements, standards, and demand, or changing market conditions could have a material adverse impact on our business, reputation, and financial results. Product manufacturing in our business is a highly complex process. Our customers specify quality, performance, and reliability standards that we must meet.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Although such risks have not materially affected our business, financial conditions, results of operations or reputation to date, we have, from time-to-time experienced cybersecurity incidents in the normal course of business. For more information regarding the risks we face from cybersecurity threats, please see "Item 1A. Risk Factors" .
Although such risks have not materially affected our business, financial conditions, results of operations or reputation to date, we have, from time-to-time experienced cybersecurity incidents in the normal course of business. For more information regarding the risks we face from cybersecurity threats, please see "Item 1A. Risk Factors". 26
The CIO/CDO also informs the Audit Committee on the prevention, detection, mitigation, and remediation of cybersecurity incidents, including significant security risks and information security vulnerabilities. The Audit committee reports any significant matters to the Board.
The CIO/CDO also informs the Audit Committee on the prevention, detection, mitigation, and remediation of cybersecurity incidents, including significant security risks and information security vulnerabilities. The Audit committee reports any significant matters to the Board of Directors.
We conduct an overall annual cybersecurity risk assessment to identify and prioritize the IT risks that may impact our business strategy, results of operations, and financial condition.
We conduct an overall annual cybersecurity risk assessment to identify and prioritize the IT and IT security risks that may impact our business strategy, results of operations, and financial condition.
We maintain controls and procedures that are designed to ensure prompt review and escalation of certain cybersecurity incidents so that decisions regarding reporting and public disclosure of such incidents can be made in a timely manner to comply with cybersecurity incident reporting requirements.
We maintain controls and procedures that are designed to promote prompt review and escalation of certain cybersecurity incidents so that decisions regarding reporting and public disclosure of such incidents can be made in a timely manner to comply with cybersecurity incident reporting requirements.
The Company has an Enterprise Risk Management ("ERM") Committee and process in place that reviews and evaluates the overall risks to the Company, including its cybersecurity risks. The ERM process has the input of senior management and other internal stakeholders, and the cybersecurity risk management process is incorporated into our ERM review.
The Company has an Enterprise Risk Management (“ERM”) Committee and process in place that reviews and evaluates the overall risks to the Company, including its cybersecurity risks. The ERM process has the input of senior management and other internal stakeholders, and the cybersecurity risk management process is integrated into our ERM review.
Our CIO/CDO has significant experience in IT security, information security, and cybersecurity having served in a variety of senior roles at the Company prior to serving as CIO/CDO. Our CIO/CDO also has experience with implementing various security and infrastructure transformation and improvement programs.
Our CIO/CDO has significant experience in IT security, information security, and cybersecurity, with nearly two decades of experience and having served in a variety of senior roles at the Company (and others) prior to serving as CIO/CDO . Our CIO/CDO also has experience with implementing various security and infrastructure transformation and improvement programs.
We use security assessments, penetration testing, and table-top or red teaming exercises with third parties to assess our security posture and to continuously improve our processes. We also use our Internal Audit function to conduct additional reviews and assessments.
We use security assessments, penetration testing, and table-top or red teaming exercises with third parties to assess our security posture and to improve our processes on a continuous basis. We also use our Internal Audit function to conduct additional reviews and assessments.
Board Our Board, in coordination with the Audit Committee, oversees the management of the Company’s cybersecurity program and risks from cybersecurity threats. Our Audit Committee receives annual reports on cybersecurity risks resulting from risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.
Our Audit Committee receives annual reports on cybersecurity risks resulting from risk assessments, progress of risk reduction initiatives, external auditor feedback, internal audit reports on IT, IT security and cybersecurity-related topics, control maturity assessments, and relevant internal and industry cybersecurity incidents .
Our third-party service providers are subject to security risk assessments at the time of onboarding, on a continuous basis and upon detection of an increase in risk profile.
Our third-party service providers are subject to security risk assessments at the time of onboarding, on a continuous basis and upon detection of an increase in risk profile. In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and to investigate security incidents that have impacted such providers, as appropriate.
In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and to investigate security incidents that have impacted such providers, as appropriate. 23 Management Our Chief Information Officer/Chief Digital Officer ("CIO/CDO"), together with the Company’s security team, is responsible for assessing, monitoring, and managing our cybersecurity risks.
Management Our Chief Information Officer/Chief Digital Officer (“CIO/CDO”), together with the Company’s security team, is responsible for assessing, monitoring, and managing our cybersecurity risks.
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Board of Directors Our Board of Directors, through its Audit Committee, oversees the management of the Company’s cybersecurity program and risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties. At December 31, 2024, we are incorporated in France, with the principal U.S. executive office in Baltimore, Maryland and operate 25 manufacturing facilities and three R&D centers serving both global and regional customers.
Item 2. Properties At December 31, 2025 , we are incorporated in France, with our principal U.S. executive office in Baltimore, Maryland and have 24 manufacturing facilities and three R&D centers serving both global and regional customers.
(2) Constellium Engley (Changchun) Automotive Structures Co Ltd is a Constellium joint venture with Changchun Engley Auto Parts Co. Ltd. (3) Certain of the facilities representing a small portion of the square footage is leased.
(2) Astrex Inc. is a Constellium joint venture with Can Art Aluminum Extrusions Inc. (3) Constellium Engley (Changchun) Automotive Structures Co Ltd is a Constellium joint venture with Changchun Engley Auto Parts Co. Ltd. (4) Certain parts of the facilities representing a small portion of the square footage are leased. 27
Děčín’s large recycling and casting operations also allow it to offer a portfolio of high value-add customized hard alloys to our customers. 25 Our manufacturing facilities as of December 31, 2024, are listed below by operating segment: Location Country Owned/Leased Packaging & Automotive Rolled Products Biesheim, Neuf-Brisach France Owned Singen Germany Owned Muscle Shoals, AL United States Owned Bowling Green, KY United States Owned Aerospace & Transportation Issoire France Owned Montreuil-Juigné France Owned Ravenswood, WV United States Owned Steg Switzerland Owned Sierre Switzerland Owned Automotive Structures & Industry Lakeshore, Ontario (JV) (1) Canada Leased Changchun, Jilin Province (JV) (2) China Leased Nanjing China Leased Děčín Czech Republic Owned (3) Nuits-Saint-Georges France Owned Neckarsulm Germany Owned Gottmadingen Germany Leased Singen Germany Owned (3) San Luis Potosi Mexico Leased Levice Slovakia Owned/Leased Zilina Slovakia Leased Vigo Spain Leased Chippis Switzerland Owned Sierre Switzerland Owned Van Buren, MI United States Leased White, GA United States Leased (1) Astrex Inc. is a Constellium joint venture with Can Art Aluminum Extrusions Inc.
Our manufacturing facilities as of December 31, 2025 , are listed below by operating segment: Location Country Owned/Leased Aerospace & Transportation Issoire France Owned Montreuil-Juigné France Owned Steg (1) Switzerland Owned Sierre Switzerland Owned Ravenswood, WV United States Owned Packaging & Automotive Rolled Products Biesheim, Neuf-Brisach France Owned Singen Germany Owned Muscle Shoals, AL United States Owned Bowling Green, KY United States Owned Automotive Structures & Industry Lakeshore, Ontario (JV) (2) Canada Leased Changchun, Jilin Province (JV) (3) China Leased Děčín Czech Republic Owned (4) Nuits-Saint-Georges France Owned Neckarsulm Germany Owned Gottmadingen Germany Leased Singen Germany Owned (4) San Luis Potosi Mexico Leased Levice Slovakia Owned/Leased Zilina Slovakia Leased Vigo Spain Leased Chippis Switzerland Owned Sierre Switzerland Owned Van Buren, MI United States Leased White, GA United States Leased (1) Steg also serves our AS&I business.
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Among our production sites, we have eight major facilities listed below catering to the needs of our A&T, P&ARP, and AS&I operating segments: • The Muscle Shoals, Alabama facility is an integrated recycling, casting, rolling and finishing plant.
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Muscle Shoals is a major supplier of can body stock, tab stock and end stock for the beverage can industry in North America, as well as aluminum cold coils for ABS which are finished at our facility in Bowling Green, Kentucky.
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Muscle Shoals also operates one of the largest and most efficient scrap recycling facilities in the world. • The Bowling Green, Kentucky facility uses its fully integrated automotive finishing line to produce advanced products for a variety of automotive applications, including inner closures, outer panels and structural components. • The Neuf-Brisach, France facility is an integrated recycling, casting, rolling and finishing plant.
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Neuf-Brisach is a major supplier of can body stock, tab stock and end stock for the beverage can and food can industries in Europe, as well as ABS and heat exchanger materials for the automotive market.
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Neuf-Brisach also operates one of the largest and most efficient scrap recycling facilities in Europe, benefitting from the start-up of a new recycling and casting center in 2024 which added 130 kt of recycling capacity. • The Singen, Germany facility is an integrated casting, rolling, extrusions and finishing plant.
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The rolling operations supply aluminum rolled products for packaging, specialty and automotive end-markets in Europe.
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The extrusion 24 operations have one of the largest extrusion presses in Europe and support the demand for automotive, rail and general industrial applications. • The Issoire, France facility is an integrated recycling, casting, rolling and finishing plant and is one of the world’s two leading integrated aerospace plate mills based on volume.
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The plant operates two Airware® industrial casthouses and leverages its recycling capabilities to take back scrap along the entire aerospace fabrication chain. Issoire also produces highly technical and mission critical products for the space market.
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Issoire operates as an integrated platform with our facilities in Ravenswood, West Virginia and in Sierre, Switzerland, which together, make Constellium a leader in the supply of advanced materials to the global aerospace and space industries.
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Issoire also supplies aluminum sheet and plate products for the commercial transportation, general industrial and defense markets in Europe. • The Ravenswood, West Virginia facility is an integrated casting, rolling and finishing plant and supplies aluminum plate and sheet products for the aerospace, space, commercial transportation, general industrial and defense markets in North America.
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Ravenswood has world-class production capabilities needed for mission critical applications, and is one of the few in the world capable of producing aluminum plates with the size and specs needed for the largest commercial aircrafts and spacecrafts. • The Sierre, Switzerland facility is an integrated casting, rolling, extrusions and finishing plant.
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Sierre is a major supplier of precision plates for general engineering and defense industries, aerospace plates, and extruded products for high-speed rail manufacturers.
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The Sierre facility also has casting operations that produce slabs for the aerospace, automotive and general engineering markets and extrusion billets for the rail market. • The Děčín, Czech Republic facility is an integrated recycling, casting and extrusion plant. Děčín is a leading supplier of hard alloy extrusions for automotive and general industrial applications in Europe.
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Děčín is located near the German border, strategically positioning it to supply the German, Czech and French automotive OEMs and Tier 1 suppliers.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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As a result, the probability of loss and an estimation of damages are and can be difficult to ascertain. From time to time, asbestos-related claims are also filed against us, relating to historic asbestos exposure in our production process. We have made reserves for potential occupational disease claims for a total of $9 million as of December 31, 2024 .
As a result, the probability of loss and an estimation of damages are and can be difficult to ascertain. From time to time, asbestos-related claims are also filed against us, relating to historic asbestos exposure in our production process. We have made reserves for potential occupational disease claims for a total of $11 million as of December 31, 2025 .
It is not anticipated that any of our currently pending litigation and proceedings will have a material effect on the future results of the Company. 26 Item 4. Mine Safety Disclosures. Not applicable. 27 PART II
It is not anticipated that any of our currently pending litigation and proceedings will have a material effect on the future results of the Company. Item 4. Mine Safety Disclosures Not applicable. 28 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The B oard of Directors may approve the distribution of interim dividends before the approval by the shareholders of the financial statements for the relevant fiscal year when the interim balance sheet, established during or at the close of such year and certified by the auditors, reflects that the company has earned distributable profits since the close of the previous fiscal year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by French law and the Company’s Articles of Association, and including any retained earnings.
The Board of Directors may approve the distribution of interim dividends before the approval by the shareholders of the financial statements for the relevant fiscal year when the interim balance sheet, established during or at the close of such year and certified by the auditors, reflects that the company has earned distributable profits since the close of the previous fiscal year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by French law and the Company’s Articles of Association, and including any retained earnings.
Performance Graph The following graph compares the cumulative 5-year total shareholder return on our ordinary shares with: (i) the Russell 2000 Index and (ii) the S&P SmallCap 600 Materials Index. The graph assumes in each case: (i) an initial investment of $100 as of December 31, 2019 and (ii) reinvestment of all dividends.
Performance Graph The following graph compares the cumulative 5-year total shareholder return on our ordinary shares with: (i) the Russell 2000 Index and (ii) the S&P SmallCap 600 Materials Index. The graph assumes in each case: (i) an initial investment of $100 as of December 31, 2020 and (ii) reinvestment of all dividends.
Recent Sales of Unregistered Equity Securities None. 29 Purchases of Equity Securities by the Issuer and Affiliated Purchasers On February 21, 2024, the Company announced that the Board of Directors authorized a three-year share repurchase program of up to $300 million of the Company’s outstanding shares of ordinary shares, expiring on December 31, 2026.
Recent Sales of Unregistered Equity Securities None. 30 Purchases of Equity Securities by the Issuer and Affiliated Purchasers On February 21, 2024, the Company announced that the Board of Directors authorized a three-year share repurchase program of up to $300 million of the Company’s outstanding shares of ordinary shares, expiring on December 31, 2026.
Dividends may only be paid by a French Societas Europaea (an SE) such as the Company out of "distributable profits," plus any distributable reserves and "distributable premium" that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law to be maintained.
Dividends may only be paid by a French Societas Europaea such as the Company out of "distributable profits," plus any distributable reserves and "distributable premium" that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law to be maintained.
For more information on our shares see our Article s of Association contained in Exhibit 3.1 to this Annual Report and "Description of Securities Registered under Section 12 of the Exchange Act" filed as Exhibit 4.1 to this Annual Report.
For more information on our shares see our Articles of Association contained in Exhibit 3.1 to this Annual Report and "Description of Securities Registered under Section 12 of the Exchange Act" filed as Exhibit 4.1 to this Annual Report .
For the purposes of the payment of the dividend in dollars, the general shareholders’ meeting or, as the case may be, our Board of Directors, set the reference date to be considered for the EUR/USD exchange rate. 28 Dividends (if any) shall be paid within nine months after the end of the fiscal year.
For the purposes of the payment of the dividend in U.S. dollars, the general shareholders’ meeting or, as the case may be, our Board of Directors set the reference date to be considered for the euro / U.S. dollar exchange rate. Dividends (if any) shall be paid within nine months after the end of the fiscal year.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Overview The Company's ordinary shares are listed on the NYSE under the symbol CSTM. We began trading on the NYSE on May 23, 2013, and on the professional segment of Euronext Paris on May 27, 2013, through a public offering in the United States.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Overview The Company's ordinary shares are listed on the NYSE under the symbol CSTM. We began trading on the NYSE on May 23, 2013 through a public offering in the United States and our ordinary shares continue to be listed on the NYSE.
The share repurchase program does not require the Company to acquire any dollar amount or number of shares of CSTM ordinary shares and may be modified, suspended, extended or terminated by the Company’s Board of Directors at any time without prior notice .
The share repurchase program does not require the Company to acquire any dollar amount or number of shares of Constellium ordinary shares and may be modified, suspended, extended or terminated by the Company’s Board of Directors at any time without prior notice. To execute the full share repurchase program, the Company seeks shareholder approval annually at its Annual General Meeting.
According to the Company's Articles of Association, distributions payable in cash are to be approved in euros and paid (i) in euros for the holders of shares under the French Register and (ii) in USD for the holders of shares under the U.S. Register.
Future indebtedness that we may incur may contain similar restrict ions. 29 According to the Company's Articles of Association, distributions payable in cash are to be approved in euros and paid (i) in euros for the holders of shares under the French Register and (ii) in U.S. dollars for the holders of shares under the U.S. Register.
The amount of such interim dividends may not exceed the amount of the profit so defined. In addition, restrictions contained in agreements governing the Company's indebtedness may limit our ability to pay dividends on the Company's ordinary shares and the ability of our subsidiaries to pay dividends to the Company. Future indebtedness that we may incur may contain similar restrictions.
In addition, restrictions contained in agreements governing the Company's indebtedness may limit our ability to pay dividends on the Company's ordinary shares and the ability of our subsidiaries to pay dividends to the Company.
The following table provides information about purchases of its ordinary shares by the Company during the quarter ended December 31, 2024 .
In the fourth quarter of 2025 , approximately 2.4 million shares were repurchased under the plan for approximately $40 million . The following table provides information about purchases of its ordinary shares by the Company during the quarter ended December 31, 2025 .
The performance graph is not necessarily indicative of the future performance of our stock price.
The performance graph is not necessarily indicative of the future performance of our stock price. * Total return assumes reinvestment of dividends. Fiscal years ending December 31.
Holders of Record The registrar and transfer agent for the Company reported that, as of December 31, 2024 , 135,111,258 o f our outstanding ordinary shares were held by one holder of record in the United States and 8,412,050 of our outstanding ordinary shares were held by three holders of record outside the United States.
Holders of Record As of January 30, 2026 , 126,657,721 of our outstanding ordinary shares were held by one holder of record in the United States as represented by our registrar and transfer agent and 8,4 12,050 of our outstanding ordinary shares were held by three holders of record outside the United States .
Since the inception of the share repurchase program up to December 31, 2024 , approximately 4.6 million shares have been repurchased under the program for approximately $79 million . In the fourth quarter of 2024, approximately 1.6 million shares were repurchased under the program for approximately $18 million .
As of December 31, 2025 , the Company had approximately $106 million remaining under the Company’s share repurchase program. Since the inception of the share repurchase program up to December 31, 2025 , approximately 13.5 million shares have been repurchased under the program for approximately $194 million .
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs Maximum approximate dollar value that may yet be purchased under the program October 1 - October 31, 2024 — 0 — 239,642,036 November 1 - November 30, 2024 1,557,520 11.86 1,557,520 221,217,362 December 1 - December 31, 2024 — 0 — 221,217,362 Total 1,557,520 1,557,520 221,217,362 Item 6. [Reserved]
Period Total number of shares purchased Average price paid per share (in U.S. dollars) Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the program October 1 - October 31, 2025 650,000 16.18 650,000 135,698,617 November 1 - November 30, 2025 550,000 16.01 550,000 126,892,101 December 1 - December 31, 2025 1,177,077 17.65 1,177,077 106,121,002 Total 2,377,077 2,377,077 106,121,002 Item 6.
Removed
In February 2018, we voluntarily delisted our ordinary shares from Euronext Paris to reduce costs and complexity associated with listing in multiple jurisdictions. Our ordinary shares continue to be listed on the NYSE.
Added
We maintain a website at www.constellium.com , where we make available free of charge our annual reports on Form 10- K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Removed
Securities Authorized for Issuance Under Equity Compensation Plans For information on securities authorized for issuance under our equity compensation plans, see Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Added
The amount of such interim dividends may not exceed the amount of the profit so defined. The distribution of interim dividends decided by the Board of Directors must be ratified by the next general shareholders’ meeting.
Removed
To execute the full share repurchase program, the Company seeks shareholder approval annually at its Annual General Meeting. As of December 31, 2024 , the Company had approximately $221 million remaining under the Company’s share repurchase program.
Added
Company/Index 2020 2021 2022 2023 2024 2025 Constellium $ 100 $ 128 $ 85 $ 143 $ 73 $ 135 Russell 2000 Index 100 115 91 107 119 134 S&P SmallCap 600 Materials Index 100 118 111 133 135 154 This performance graph and other information furnished under this Performance Graph section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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During our seasonal peaks and the summer months, we have historically increased our temporary workforce to compensate for increased volume of activity and for vacation schedules. Personnel costs generally increase and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher inflation.
During our seasonal peaks and the summer months, we have historically increased our temporary workforce to compensate for increased volume of activity and vacation schedules. Personnel costs generally increase and decrease with the expansion or contraction in production levels. Personnel costs also generally increase in periods of higher inflation.
Recently issued accounting standards See Note 1 - General information and summary of significant accounting policies to our accompanying Consolidated Financial Statements for a full description of recent accounting pronouncements, if applicable, including the respective expected dates of adoption and expected effects on results of operations and financial condition. Non-GAAP measures Adjusted EBITDA is not a measure defined by GAAP.
Recently issued accounting standards See Note 1 - General information and summary of significant accounting policies to our accompanying Consolidated Financial Statements for a full description of recent accounting pronouncements, if applicable, including the respective expected dates of adoption and expected effects on results of operations and financial condition. 41 Non-GAAP measures Adjusted EBITDA is not a measure defined by GAAP.
It is not a measure defined by GAAP and therefore does not purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used 46 by other companies.
It is not a measure defined by GAAP and therefore does not purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies.
However, actual results may differ from the amounts included in the Consolidated Financial Statements. Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include the items presented below.
However, actual results may differ from the amounts included in the audited Consolidated Financial Statements. Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include the items presented below.
Impairment tests on property, plant and equipment depend on a number of assumptions, in particular market data, estimated future cash flows and discount rates. These assumptions are subject to risk and uncertainty. Any material changes in these assumptions could result in a significant change in an impairment of assets .
Impairment tests on property, plant and equipment depend on a number of assumptions, in particular market data, estimated future cash flows and discount rates. These assumptions are subject to risk and uncertainty. Any material changes in these assumptions could result in a significant change in any impairment of assets.
In addition, although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and the secular growth trends we are experiencing in many of our end-markets will help the Company weather these economic cycles.
Although a number of our end-markets are cyclical in nature, we believe that the diversity of our portfolio and the secular growth trends we are experiencing in many of our end-markets will help the Company weather these economic cycles.
Any material changes in these assumptions could result in a significant change in Pensions and other post-employment benefit obligations and in employee benefit expenses recognized in the Consolidated Income Statement or actuarial gains and losses recognized in Other Comprehensive Income (OCI).
Any material changes in these assumptions could result in a significant change in Pensions and other post-employment benefit obligations and in employee benefit expenses recognized in the Consolidated Income Statement or actuarial gains and losses recognized in Other Comprehensive Income.
Unrealized gains or losses on these derivatives are recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted transactions which are not yet accounted for.
Unrealized gains or losses on these derivatives are recognized in Other Gains and Losses - net and are intended to offset the change in the value of forecasted and/ or committed transactions which are not yet accounted for.
Where we have multiple-year sales agreements in U.S. dollars by euro-functional currency entities, we have entered into derivative contracts to forward sell U.S. dollars to match these future sales.
Where we have multiple-year sales agreements in U.S. dollars by euro-functional currency entities, we have typically entered into derivative contracts to forward sell U.S. dollars to match these future sales.
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.
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. 43
Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted commercial and commodity transactions for which hedge accounting is not applied.
Unrealized gains or losses relate to financial derivatives used by the Group to hedge forecasted and/or committed commercial and commodity transactions for which hedge accounting is not applied.
In assessing the recognition of deferred tax assets, management considers whether it is more likely than not (greater than 50%) that the 45 deferred tax assets will be utilized.
In assessing the recognition of deferred tax assets, management considers whether it is more likely than not (greater than 50%) that the deferred tax assets will be utilized.
The preparation of our consolidated financial statements 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. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances, giving consideration to previous experience.
The preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, as well as the disclosure of contingent liabilities. These judgments, estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances, giving consideration to previous experience.
During the year ended December 31, 2024 , Constellium repurchased 4.6 million shares of the Company stock for $79 million .
During the year ended December 31, 2024 , Constellium repurchased 4.6 million ordinary shares of the Company for $79 million .
For the year ended December 31, 2024 , changes in working capital were attributable to (i) an increase in inventory of $24 million , primarily driven by higher ending metal prices ; (ii) an increase in trade receivables of $50 million primarily driven by higher ending metal prices, partially offset by lower shipments and by $85 million of deferred purchase price from factoring ; and (iii) a decrease in accounts payable of $40 million , primarily driven by lower metal purchases, partially offset by higher ending metal prices.
For the year ended December 31, 2024 , changes in working capital were attributable to (i) an increase in inventory of $24 million , primarily driven by higher ending metal prices; (ii) an increase in trade receivables of $50 million primarily driven by higher ending metal prices, partially offset by lower shipments and by $85 million of deferred purchase price from factoring ; and (iii) a decrease in trade payables of $40 million , primarily driven by lower metal purchases due to lower activity levels, partially offset by higher ending metal prices.
As the U.S. dollar appreciates against the euro or the LME price for aluminum falls, the derivative contracts related to transactional hedging entered into with financial institution counterparties will have a negative mark-to-market. In addition, we borrow in a combination of the U.S. dollar and euro.
As the U.S. dollar depreciates (appreciates) against the euro or the LME price for aluminum increases (decreases), the derivative contracts related to transactional hedging entered into with financial institution counterparties will have a positive (negative) mark-to-market. In addition, we borrow in a combination of the U.S. dollar and euro.
GAAP as of December 31, 2024 and 2023 , and for the three years in the period ended December 31, 2024 included elsewhere in this Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and liquidity.
GAAP at December 31, 2025 and 2024 , and for the three years ended December 31, 2025 included elsewhere in this Annual Report, and is provided to supplement the audited Consolidated Financial Statements and the related notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and liquidity.
A&T shipments were down 4% , or 9 kt, due to lower Transportation, Industry and Defense rolled products shipments, partially offset by higher Aerospace rolled products shipments.
A&T shipments were down 1% , or 2 kt, due to lower Aerospace rolled products shipments, partially offset by higher Transportation, Industry and Defense rolled products shipments.
P&ARP shipments were down 5% or 59 kt, due to lower Packaging and Specialty rolled products shipments, partially offset by higher Automotive rolled products shipments.
P&ARP shipments were up 6% , or 59 kt , due to higher Packaging rolled products shipments, partially offset by lower Automotive and Specialty rolled products shipments.
Realized gains and losses on these derivatives are recognized in Other Gains and Losse s - ne t and are offset by the commercial and commodity transactions accounted for in revenue and cost of sales.
Realized gains and losses on these derivatives are recognized in Other Gains and Losses - net and are offset by the commercial and commodity transactions accounted for in Revenue and Cost of sales.
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 and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag (as defined hereafter), share-based compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, factoring expenses, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.
Our Chief Operating Decision Maker , as defined under Accounting Standards Codification ("ASC") Topic 280 - Segment reporting, measures the profitability and financial performance of our operating segments based on Segment Adjusted EBITDA. 37 Segment Adjusted EBITDA is defined as income from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag (as defined hereafter), share-based compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, factoring expenses, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.
We believe canstock has an attractive long-term growth outlook due to increased consumer preference for aluminum cans as a packaging material of choice. • Automotive vehicle sales tend to fluctuate with the general economic cycle and in recent years have also been impacted by global supply chain disruptions, customer offerings and consumer preference.
We believe canstock has an attractive long-term growth outlook driven in part by increased consumer preference for aluminum cans as a beverage packaging material of choice. • Automotive vehicle sales t end to fluctuate with the general economic cycle a nd in recent years have also been impacted by global supply chain disruptions, the tariff and trade environment, affordability, customer offerings and consumer preference.
We continue to believe that the long-term trends of increased passenger air traffic and fleet replacements with newer and more fuel efficient aircraft, along with new military and space programs, will help support favorable long-term demand conditions. • Historically, aluminum can packaging has not been highly correlated to the general economic cycle.
We continue to believe that the long-term trends of increased passenger air traffic and fleet replacements with newer and more fuel efficient aircraft, along with new military and space programs, will help support favorable long-term demand conditions. • Historically, demand for aluminum can packaging has been fairly resilient during various economic cycles.
Net Cash Flows used in Investing Activities For the years ended December 31, 2024 , 2023 and 2022 , net cash flows used in investing activities were $313 million , $216 million and $196 million , respectively.
Net Cash Flows used in Investing Activities For the years ended December 31, 2025 and 2024 , net cash flows used in investing activities were $309 million and $313 million , respectively.
With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions and therefore the mark-to-market impact is recorded in Other Gains and Losses - net.
With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions.
(E) For the year ended December 31, 2024 , other was related to $45 million of insurance proceeds and $43 million of losses resulting from flooding in the Valais facilities at the end of June 2024 , $4 million of insurance proceeds related to assets damaged in 2021 and $3 million of gains recognized upon the reevaluation of previously held non-controlling interests of Railtech , as well as $6 million of costs associated with non-recurring corporate transformation projects. 47
For the year ended December 31, 2024 , Other mainly includes $45 million of insurance proceeds and $43 million of losses resulting from flooding in the Valais (Switzerland) facilities at the end of June 2024 , $4 million of insurance proceeds related to assets damaged in 2021 and $3 million gain from the acquisition of the non-controlling interests of Railtech Alu-Singen , as well as $6 million of costs associated with non-recurring corporate transformation projects.
There were no margin calls at December 31, 2024 , 2023 and 2022 . At December 31, 2024 , we had $727 million of total liquidity, comprised of $141 million in cash and cash equivalents, $467 million of undrawn availability under our Pan-U.S.
There were no margin calls at December 31, 2025 and 2024 . At December 31, 2025 , we had $866 million of total liquidity, comprised of $120 million in cash and cash equivalents, $541 million of availability under our Pan-U.S.
This change primarily reflects a $65 million decrease in cash flows from operating activities before working capital and a $66 million decrease from changes in working capital.
This change primarily reflects a $225 million increase in cash flows from operating activities before working capital and a $37 million decrease in cash flows from working capital usage.
Contractual obligations At December 31, 2024 , our material short-term and long-term contractual cash obligations consist of our debt and lease commitments and related interest and are detailed by maturity in Note 15.4 and Note 21 of our audited Consolidated Financial Statements.
At December 31, 2025 , our material short-term and long-term contractual cash obligations consist of our debt, lease commitments and related interest and capital expenditures, which a re detailed in Note 15.4 and Note 20 of our audited Consolidated Financial Statements.
Income Tax For the years ended December 31, 2024 and 2023 , income tax expense was $75 million and $75 million , respectively. Our effective tax rate was 56% and 32% of our Income before tax for the years ended December 31, 2024 and 2023 , respectively.
Our effective tax rate was 32.6% and 55.6% of our Income before tax for the years ended December 31, 2025 and 2024 , respectively .
In addition, we have material pension and other post-employment obligations as we operate various pension plans for the benefit of our employees across a number of countries as detailed in Note 17 of our audited Consolidated Financial Statements.
In addition, we have material pension and other post-employment obligations as we operate various pension plans for the benefit of our employees across a number of countries as detailed in Note 17 of our audited Consolidated Financial Statements. It is our policy to hedge all highly probable or committed foreign currency operating cash flows.
Translation impacts result from the translation at each period of the results of functional currency entities other than U.S. dollar into our reporting currency, the U.S. dollar. 32 Results of Operations For the years ended December 31, (in millions of U.S. dollars and as a % of revenue) 2024 2023 2022 Revenue 7,335 100 % 7,826 100 % 8,532 100 % Cost of sales (excluding depreciation and amortization) (6,397) 87 % (6,771) 87 % (7,569) 89 % Depreciation and amortization (304) 4 % (300) 4 % (290) 3 % Selling and administrative expenses (313) 4 % (317) 4 % (284) 3 % Research and development expenses (49) 1 % (52) 1 % (46) 1 % Other gains and losses - net (26) — % (43) 1 % (90) 1 % Finance costs - net (111) 2 % (111) 1 % (103) 1 % Income before tax 135 2 % 232 3 % 150 2 % Income tax (expense) / benefit (75) 1 % (75) 1 % 165 2 % Net income 60 1 % 157 2 % 315 4 % Shipment volumes (in kt) 1,438 n/a 1,492 n/a 1,580 n/a Results of Operations for the years ended December 31, 2024 and 2023 Revenue For the year ended December 31, 2024 , revenue decreased 6% to $7,335 million from $7,826 million for the year ended December 31, 2023 .
Translation impacts result from the translation at each period of the results of functional currency entities other than U.S. dollars into our reporting currency, the U.S. dollar. 34 Results of Operations for the year ended December 31, 2025 and 2024 For the years ended December 31, (in millions of U.S. dollars and as a % of revenue) 2025 2024 Revenue 8,449 100 % 7,335 100 % Cost of sales (excluding depreciation and amortization) (7,262) 86 % (6,397) 87 % Depreciation and amortization (330) 4 % (304) 4 % Selling and administrative expenses (332) 4 % (313) 4 % Research and development expenses (51) 1 % (49) 1 % Other gains and losses – net 43 1 % (26) — % Finance costs – net (109) 1 % (111) 2 % Income before tax 408 5 % 135 2 % Income tax expense (133) 2 % (75) 1 % Net income 275 3 % 60 1 % Shipment volumes (in kt) 1,495 n/a 1,438 n/a Revenue For the year ended December 31, 2025 , Revenue increased 15% to $8,449 million from $7,335 million for the year ended December 31, 2024 .
Factored receivables under non-recourse arrangements were $376 million , $402 million and $401 million as of December 31, 2024 , 2023 and 2022 , respectively . 43 Cash Flows The following table summarizes our operating, investing and financing activities for the years ended December 31, 2024 , 2023 and 2022 : For years ended December 31, (in millions of U.S. dollar) 2024 2023 2022 Net Cash Flows from / (used in) Operating activities 301 432 365 Investing activities (313) (216) (196) Financing activities (61) (177) (150) Net (decrease) / increase in cash and cash equivalents, excluding the effect of exchange rate changes (73) 39 19 Net Cash Flows from Operating Activities For the year ended December 31, 2024 , net cash flows from operating activities were $301 million , a $131 million decrease from $432 million in the year ended December 31, 2023 .
Factored receivables under non-recourse arrangements were $430 million and $376 million as of December 31, 2025 and 2024 , respectively, primarily as result of unfavorable fluctuation in foreign exchange . 39 Cash Flows The following table summarizes our cash flows from/(used in) our operating , investing and financing activities for the years ended December 31, 2025 and 2024 : For years ended December 31, (in millions of U.S. dollars) 2025 2024 Net Cash Flows from / (used in) Operating activities 489 301 Investing activities (309) (313) Financing activities (215) (61) Net (decrease) in cash and cash equivalents, excluding the effect of exchange rate changes (35) (73) Net Cash Flows from Operating Activities For the year ended December 31, 2025 , net cash flows from operating activities were $489 million , a $188 million increase from $301 million in the year ended December 31, 2024 .
Our business model aims to pass through aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to achieve aluminum price neutrality.
Our business model aims to pass through aluminum price exposure by pricing our products to include the cost of the metal purchased and hedging any remaining exposure to the extent possible to achieve aluminum price neutrality. Aluminum prices have risen in 2025, especially in the U.S. following the tariff announcements.
For the year ended December 31, 2024 , our segments represented the following percentages o f total Revenue and tota l Adjusted EBITDA: Year ended December 31, 2024 (as a % of total) Revenue Segment Adjusted EBITDA A&T 25 % 50 % P&ARP 57 % 43 % AS&I 20 % 13 % Holdings and Corporate — % (6) % Total 100 % 100 % Key Factors Influencing Constellium’s Financial Condition and Results from Operations Economic Conditions and Markets We are directly impacted by the economic conditions that affect our customers and the markets in which they operate.
For the year ended December 31, 2025 , our operating segments represented the following percentages of total Revenue and Segment Adjusted EBITDA : Year ended December 31, 2025 (as a % of total) Revenue Segment Adjusted EBITDA A&T 23 % 47 % P&ARP 60 % 49 % AS&I 19 % 10 % H&C (1) — % (6) % Total 100 % 100 % (1) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities. 32 Key Factors Influencing Constellium’s Financial Condition and Results from Operations Economic, Geopolitical and General Market Conditions We are directly impacted by the economic conditions that affect our customers and the markets in which they operate.
This decrease reflected a decrease in shipments and lower revenue per ton. For the year ended December 31, 2024 , sales volumes decreased 4% to 1,438 kt from 1,492 kt for the year ended December 31, 2023 .
This increase reflected higher shipments and higher revenue per ton, including higher metal prices. For the year ended December 31, 2025 , sales volumes increased 4% to 1,495 kt from 1,438 kt for the year ended December 31, 2024 .
While it is difficult to predict the impact of these events, we continuously monitor them and will develop contingency plans and counter measures as necessary to address adverse effects or disruptions to our operations as they arise. 31 Product Price and Margin Our products are typically priced based on three components: (i) the LME price, (ii) a regional premium and (iii) a conversion margin.
While it is difficult to predict the impact of these events, we continuously monitor them and develop contingency plans and counter measures as necessary to seek to address adverse effects or disruptions to our operations as they arise.
Research and Development Expenses For the year ended December 31, 2023 , research and development expenses increased $6 million to $52 million from $46 million for the year ended December 31, 2022 .
Research and Development Expenses For the year ended December 31, 2025 , Research and development expenses increased 4% to $51 million from $49 million for the year ended December 31, 2024 .
It is our policy to hedge all highly probable or committed foreign currency operating cash flows. As we have significant third-party future receivables denominated in U.S. dollar, we generally enter into combinations of forward contracts with financial institutions, selling forward U.S. dollar against euros.
As we have significant third-party future receivables denominated in U.S. dollars, we generally enter into combinations of forward contracts with financial institutions, selling forward U.S. dollars against euros.
As a result, you should not consider Adjusted EBITDA in isolation from, or as a substitute analysis for, our results prepared in accordance with GAAP. Changes to the Presentation of Certain Non-GAAP Financial Measures The Company has decided to revise its definition of Adjusted EBITDA, a Non-GAAP financial measure.
As a result, you should not consider Adjusted EBITDA in isolation from, or as a substitute analysis for, our results prepared in accordance with GAAP.
General economic conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, interest rates, exchange rates and currency devaluation or revaluation influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes and prices that can be charged.
General economic and market conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, the rapid development of technology, interest rates, exchange rates and currency devaluation or revaluation influence consumer confidence and consumer purchasing power.
This decrease in cost of sales was primarily driven by a 17% decrease in raw materials and consumables used due to lower volumes and lower metal prices, partially offset by an increase in labor costs, mainly due to inflation.
This increase in Cost of sales was primarily driven by an 18% increase in raw materials and consumables used primarily as a result of higher metal prices and higher sales volumes .
AS&I For the year ended December 31, 2024 , Adjusted EBITDA in our AS&I segment decreased 43% to $74 million from $129 million for the year ended December 31, 2023 , primarily as a result of unfavorable price and mix, lower shipments and a $20 million impact at Valais as a result of the flood, partially offset by lower costs .
For the year ended December 31, 2025 , Segment Adjusted EBITDA per ton increased 38% to $325 from $236 for the year ended December 31, 2024 . 38 AS&I For the year ended December 31, 2025 , Adjusted EBITDA in our AS&I segment decreased 3% to $72 million from $74 million for the year ended December 31, 2024 , primarily as a result unfavorable price and mix and unfavorable impact from tariffs, partially offset by a customer compensation for underperformance of an automotive program and lower operating costs.
(B) For the years ended December 31, 2024, 2023 and 2022, impairment related to property, plant and equipment in our Valais operations. (C) For the year ended December 31, 2024 , restructuring costs were related to cost reduction programs in the United States and in Europe.
For the year ended December 31 , 2024 , impairment related to property, plant and equipment in our Valais operations.
Year ended December 31, Percent changes (U.S. dollars per ton) 2024 2023 2022 2024 vs 2023 2023 vs 2022 Average LME transaction price 2,419 2,250 2,708 8 % (17) % Average Midwest premium 432 510 658 (15) % (22) % Average all-in aluminum price U.S. 2,851 2,760 3,366 3 % (18) % Average LME transaction price 2,419 2,250 2,708 8 % (17) % Average Rotterdam premium (ECDP) 314 276 469 14 % (41) % Average all-in aluminum price Europe 2,733 2,526 3,177 8 % (20) % Volumes The profitability of our business is determined, in part, by the volume of tons processed and sold.
The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the years ended December 31, 2025 and 2024 are presented below. 33 Year ended December 31, Percent changes (U.S. dollars per ton) 2025 2024 2025 vs 2024 Average LME transaction price 2,632 2,419 9 % Average Midwest premium 1,298 432 200 % Average all-in aluminum price U.S. 3,930 2,851 38 % Average LME transaction price 2,632 2,419 9 % Average Rotterdam premium 252 314 (20) % Average all-in aluminum price Europe 2,884 2,733 6 % Volumes The profitability of our business is determined, in part, by the volume of tons processed and sold.
For the year ended December 31, 2023 , changes in working capital were attributable to (i) a decrease in inventory of $202 million , primarily driven by lower inventory levels and lower ending metal prices; (ii) an increase in trade receivables of $37 million primarily driven b y lower shipments and lower ending metal prices , offset by $97 million of deferred purchase price from factoring ; and (iii) a decrease in accounts payable of $206 million , primarily driven by lower metal purchases and lower ending metal prices.
For the year ended December 31, 2025 , changes in working capital were attributable to (i) an increase in inventory of $149 million , primarily driven by higher ending metal prices; (ii) an increase in trade receivables of $203 million primarily driven by higher activity levels and higher ending metal prices ; and (iii) an increase in trade payables of $168 million , primarily driven by higher metal purchases due to higher activity levels and higher ending metal prices.
Cost of Sales For the year ended December 31, 2023 , cost of sales decreased 11% to $6,771 million from $7,569 million for the year ended December 31, 2022 .
Cost of Sales For the year ended December 31, 2025 , Cost of sales increased 14% to $7,262 million from $6,397 million for the year ended December 31, 2024 .
For the year ended December 31, 2023 , revenue in our P&ARP segment decreased 14% to $4,214 million from $4,900 million for the year ended December 31, 2022 , reflecting lower shipments and lower revenue per ton.
P&ARP For the year ended December 31, 2025 , revenue in our P&ARP segment increased 21% to $5,078 million from $4,196 million for the year ended December 31, 2024 , reflecting higher shipments and higher revenue per ton, including higher metal prices .
Other Gains and Losses - net Year ended December 31, (in millions of U.S. dollar) 2024 2023 Operating income and expenses Realized gains / (losses) on derivatives 12 (50) Unrealized losses on derivatives at fair value through profit and loss - net (1) (3) Unrealized exchange gains / (losses) from the remeasurement of monetary assets and liabilities – net 1 (2) Impairment of assets (24) (22) Restructuring costs (11) — (Losses) / gains on disposal (4) 41 Result from the flood in Valais 2 — Non-operating income and expenses Expenses on factoring arrangements (22) (24) Pension and other post-employment benefits 11 14 Other 10 3 Total other gains and losses - net (26) (43) The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure: For years ended December 31, (in millions of U.S. dollar) 2024 2023 Realized (losses) / gains on foreign currency derivatives - net (10) 18 Realized gains / (losses) on commodities derivatives - net 22 (68) Realized gains / (losses) on derivatives 12 (50) Unrealized (losses) / gains on foreign currency derivatives - net (20) (14) Unrealized gains on commodities derivatives - net 19 11 Unrealized losses on derivatives at fair value through profit and loss - net (1) (3) Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity transactions.
This increase was primarily driven by an increase in labor costs and the impact of foreign exchange translation . 35 Other Gains and Losses - net The following table provides an analysis of realized and unrealized gains and losses by nature of exposure: For years ended December 31, (in millions of U.S. dollars) 2025 2024 Realized gains / (losses) on foreign currency derivatives - net 11 (10) Realized gains on commodities derivatives - net 8 22 Realized gains on derivatives 19 12 Unrealized gains / (losses) on foreign currency derivatives - net 28 (20) Unrealized gains on commodities derivatives - net 28 19 Unrealized gains / (losses) on derivatives at fair value through profit and loss - net 56 (1) Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity transactions.
For years ended December 31, (in millions of U.S. dollar) 2024 2023 2022 Net income 60 157 315 Income tax expense 75 75 (165) Finance costs - net 111 111 103 Expenses on factoring arrangements 22 24 16 Depreciation and amortization 304 300 290 Impairment of assets (B) 24 22 16 Restructuring costs (C) 11 — 1 Unrealized losses / (gains) on derivatives 1 3 48 Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net (1) 2 2 Pension and other post-employment benefits - non operating gains (11) (14) (2) Share based compensation costs 25 22 18 Losses / (gains) on disposal (D) 4 (41) 5 Other (E) (2) 1 — Adjusted EBITDA 1 623 662 647 of which Metal price lag (A) 55 (92) (31) 1 Adjusted EBITDA includes the non-cash impact of metal price lag _______________ (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.
The following table reconciles our net income to our Adjusted EBITDA: For years ended December 31, (in millions of U.S. dollars) 2025 2024 Net income 275 60 Income tax expense 133 75 Finance costs – net 109 111 Expenses on factoring arrangements 21 22 Depreciation and amortization 330 304 Impairment of assets (A) 21 24 Restructuring costs (B) 3 11 Unrealized (gains) / losses on derivatives (56) 1 Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net — (1) Pension and other post-employment benefits - non - operating gains (14) (11) Share based compensation 19 25 Losses on disposal 4 4 Other (C) 1 (2) Adjusted EBITDA 1 846 623 of which Metal price lag (D) 126 48 1 Adjusted EBITDA includes the non-cash impact of metal price lag _______________ (A) For the year ended December 31, 2025, we recognized impairment related to property, plant and equipment primarily in our Valais extrusion operations and at 2 other AS&I facilities.
AS&I For the year ended December 31, 2024 , revenue in our AS&I segment decreased 19% to $1,432 million from $1,762 million for the year ended December 31, 2023 , reflecting lower shipments and lower revenue per ton.
AS&I For the year ended December 31, 2025 , revenue in our AS&I segment increased 10% to $1,579 million from $1,432 million for the year ended December 31, 2024 , reflecting higher revenue per ton, including higher metal prices, and stable shipments , as lower Automotive extruded product shipments were offset by higher Other extruded products shipments.
In August 2024, Constellium issued $350 million of 6.375% Senior Notes due 2032 and €300 million of 5.375% Senior Notes due 2032, using the proceeds and cash on hand to redeem the remaining portion of the $250 million of 5.875% Senior Notes due 2026 and the €400 million of 4.250% Senior Notes due 2026.
In August 2024, Constellium issued $350 million of 6.375% Senior Notes due 2032 and €300 million of 5.375% Senior Notes due 2032, using the proceeds and cash on hand to redeem the remaining portion of the $250 million of 5.875% Senior Notes due 2026 and the €400 million of 4.250% Senior Notes due 2026. 40 Principal Accounting Policies, Critical Accounting Estimates and Key Judgments Our principal accounting policies and new standards and interpretations not yet adopted are set out in Note 1 to the audited Consolidated Financial Statements, which appear in this Annual Report.
Changes in unrealized gains and losses on derivatives for the year ended December 31, 2024 as compared to the year ended December 31, 2023 reflected the fluctuation in foreign exchange rates and metal prices.
Changes in realized and unrealized gains / (losses) on derivatives for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily reflected the fluctuation in foreign exchange, partially offset by the fluctuation in commodity prices. Other Gains and Losses, net are further discussed in Note 5 to the audited Consolidated Financial Statements.
For the years ended December 31, 2024 , 2023 and 2022 , c ollection of deferred purchase price receivable under certain of our factoring agreements was $85 million , $97 million and $90 million , respectively.
For the years ended December 31, 2025 and 2024 , c ollection of deferred purchase price receivables under certain of our factoring agreements was $2 million and $85 million , respectively. Capital expenditures by segment are detailed in Note 3.3 of our audited Consolidated Financial Statements.
We attempt to respond to the variability of economic conditions through the terms of our contracts with our customers and cost control.
These factors, in turn, influence the demand for our products in terms of total volumes and prices that can be charged. We attempt to respond to the variability of economic conditions through the terms of our contracts with our customers as well as cost control .
Liquidity and Capital R esources Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings from external parties.
Liquidity and Capital Resources Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings from external parties. Our primary requirements for liquidity and capital resources, besides our growth initiatives, are working capital, capital expenditures, principal and interest payments on our outstanding debt, and other general corporate needs.
This decrease reflected a 4% decrease in volumes for A&T, stable volumes for P&ARP and a 17% decrease in volumes for AS&I .
This increase reflected a 1% decrease in volumes for A&T, a 6% increase in volumes for P&ARP and stable volumes for AS&I . Our revenue is discussed in more detail in the "Segment Results" section.
Capital expenditures were $401 million , $365 million and $284 million , respectively and related primarily to maintenance and EHS investments in our manufacturing facilities and return-seeking projects such as investments in our recycling and casting capacity in France in 2024 and 2023. Capital expenditures by segment are detailed in Note 3.3 of our audited Consolidated Financial Statements.
Capital expenditures, net of Property, Plant and Equipment inflows were $311 million and $401 million , respectively, and related primarily to maintenance investments in our manufacturing facilities as well as return-seeking and growth projects such as investments in our recycling and casting capacities.
P&ARP For the year ended December 31, 2024 , Adjusted EBITDA in our P&ARP segment decreased 21% to $242 million from $305 million for the year ended December 31, 2023 , primarily as a result of unfavorable metal costs given tighter scrap spreads in North America, weather-related impacts in the first quarter of 2024 at our Muscle Shoals facility and unfavorable price and mix, partially offset by lower operating costs.
P&ARP For the year ended December 31, 2025 , Adjusted EBITDA in our P&ARP segment increased 46% to $353 million from $242 million for the year ended December 31, 2024 , primarily as a result of higher volumes in North America with improved Muscle Shoals performance, favorable price and mix, favorable metal costs, and favorable impact from foreign exchange translation.
Increased production volumes will generally result in lower per unit costs. Higher volumes sold will generally result in additional revenue and associated profitability. Personnel Costs Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as costs related to temporary labor.
Seasonal fluctuations and macroeconomic conditions are important factors in volume variability. Personnel Costs Our operations are labor intensive. Personnel costs include the salaries, wages and benefits of our employees, as well as costs related to temporary labor.
In our three principal end-markets of aerospace, packaging and automotive: • Aerospace demand which experienced a sharp recovery post-COVID, is currently softening, notably because of supply chain challenges .
In our three principal end-markets of aerospace, packaging and automotive: • Aerospace demand has stabilized following the sharp recovery post-COVID although the supply chain continues to experience destocking of aluminum products.
Holdings and Corporate For the year ended December 31, 2024 and 2023 , revenue in our Holdings and Corporate segment included certain metal sales to third parties. 39 Segment Adjusted EBITDA In considering the financial performance of the business, we analyze the primary financial performance measure of Segment Adjusted EBITDA in all of our business segments.
Segment Adjusted EBITDA In considering the financial performance of the business, we analyze the primary financial performance measure of Segment Adjusted EBITDA in all of our business segments.
For the year ended December 31, 2024 , Adjusted EBITDA per metric ton decreased 31% to $367 from $531 for the year ended December 31, 2023 .
In the year ended December 31, 2024, Segment Adjusted EBITDA included a $20 million negative impact from the flood in Valais (Switzerland). For the year ended December 31, 2025 , Segment Adjusted EBITDA per ton decreased 3% to $357 from $367 for the year ended December 31, 2024 .
The decrease reflected primarily a decrease in in labor costs, offset by an increase in corporate transformation projects . 33 Research and Development Expenses For the year ended December 31, 2024 , research and development expenses decreased 6% to $49 million from $52 million for the year ended December 31, 2023 .
Selling and Administrative Expenses For the year ended December 31, 2025 , Selling and administrative expenses increased 6% to $332 million from $313 million for the year ended December 31, 2024 . The increase was primarily driven by an increase in labor costs, partially offset by lower headcount.
In the year ended December 31, 2023, proceeds from disposals, net of cash primarily included $51 million of proceeds from the sale of Constellium Extrusion Deutschland GmbH in September 2023. 44 Net Cash Flows used in Financing Activities For the year ended December 31, 2024 , net cash flows used in financing activities were $61 million , primarily reflecting share repurchases, the impact of the August 2024 refinancing and finance lease repayments.
During the year ended December 31, 2025 , Constellium repurchased 8.9 million ordinary shares of the Company for $115 million . For the year ended December 31, 2024 , net cash flows used in financing activities were $61 million , primarily reflecting share repurchases , the impact of the August 2024 refinancing, and borrowings under the Pan-U.S. ABL facility.
ABL facility, $104 million of undrawn availability under our French Inventory Facility and $15 million of availability under our factoring arrangements.
ABL facility, $118 million of availability under the committed asset-based facility for our French subsidiaries (“Fre nch Inventory Facility”) and $87 million of availability under our factoring arrangements.
Details of the key assumptions made and judgments applied, where applicable, are set out in Note 11 to our audited Consolidated Financial Statements. Provisions Provisions have been recorded for: (i) close down and restoration costs; (ii) environmental remediation and monitoring costs; (iii) legal and other potential claims including provisions for tax risks other than income tax, product warranty and guarantees.
Details of the key assumptions made and judgments applied, where applicable, are set out in Note 11 to our audited Consolidated Financial Statements.
For the year ended December 31, 2023 , net cash flows used in financing activities were $177 million , primarily reflecting the $50 million partial repayment of the 5.875% Senior Notes due 2026 in July 2023 and reduction of borrowings under the Pan-U.S. ABL Facility and finance lease repayments.
Net Cash Flows used in Financing Activities For the year ended December 31, 2025 , net cash flows used in financing activities were $215 million , primarily reflecting share repurchases, repayment of the borrowings under the Pan-U.S. ABL facility as well as realized foreign exchange losses on net debt hedging instruments due to the weakening of the U.S. dollar.
(B) For the years ended December 31, 2024, 2023 and 2022, impairment related to property, plant and equipment in our Valais operations. (C) For the year ended December 31, 2024 , restructuring costs were related to cost reduction programs in the United States and in Europe.
(B) For the year ended December 31, 2025 and 2024 restructuring costs were related to cost reduction programs in the United States and in Europe. 42 (C) For the year ended December 31, 2025 , Other mainly includes $9 million of insurance proceeds and $9 million of losses resulting from flooding in the Valais (Switzerland) facilities at the end of June 2024 .
Segment Results Segment Revenue The following table sets forth the revenue for our operating segments for the periods presented: For years ended December 31, (in millions of U.S. dollars and as a % of revenue) 2024 2023 2022 A&T 1,816 25 % 1,868 24 % 1,786 21 % P&ARP 4,196 57 % 4,214 54 % 4,900 57 % AS&I 1,432 20 % 1,762 23 % 1,955 23 % Holdings and Corporate 6 — % 21 — % — — % Inter-segment eliminations (115) n.m (39) n.m (110) n.m Total revenue 7,335 100 % 7,826 100 % 8,532 100 % n.m. not meaningful The following table sets forth the shipments for our operating segments for the periods presented: For years ended December 31, (in kt as a % of shipments) 2024 2023 2022 A&T 209 15 % 219 15 % 222 14 % P&ARP 1,027 71 % 1,030 69 % 1,089 69 % AS&I 201 14 % 243 16 % 268 17 % Holdings and Corporate — — % — — % — — % Total shipments 1,438 100 % 1,492 100 % 1,580 100 % 38 A&T For the year ended December 31, 2024 , revenue in our A&T segment decreased 3% to $1,816 million from $1,868 million for the year ended December 31, 2023 , reflecting lower shipments, partially offset by higher revenue per ton.
The following table sets forth the shipments for our three operating segments for the periods presented: For years ended December 31, (in kt and as a % of shipments) 2025 2024 A&T 207 14 % 209 15 % P&ARP 1,086 73 % 1,027 71 % AS&I 202 13 % 201 14 % Total shipments 1,495 100 % 1,438 100 % A&T For the year ended December 31, 2025 , revenue in our A&T segment increased 8% to $1,968 million from $1,816 million for the year ended December 31, 2024 , reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments.
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.
(D) 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.
The difference in our effective tax rate and the statutory tax rate of 25.8% in the year ended December 31, 2023 was primarily due to the geographical mix of our pre-tax results and the impact of non-recurring transactions.
The difference between the effective tax rate and the statutory tax rate of 25.82% for the year ended December 31, 2025 and 2024 , was primarily due to the geographical mix of the pre-tax results, losses in certain jurisdictions where a full valuation allowance was recorde d and the United States Base Erosion Anti-Abuse Tax.
See in particular "Special Note about Forward-Looking Statements" and "Item 1A. Risk Factors." Amounts presented in the Consolidated Financial Statements are expressed in millions of U.S. dollars, except as otherwise stated. Shipments are expressed in thousands of metric tons.
Amounts presented in the audited Consolidated Financial Statements are expressed in millions of U.S. dollars, except as otherwise stated. Shipments are expressed in thousands of metric tons. Amounts may not sum due to rounding. Management review and outlook Constellium delivered strong results in 2025 despite the uncertain macro economic and end market environment.
(E) For the year ended December 31, 2024 , other was related to $45 million of insurance proceeds and $43 million of losses resulting from flooding in the Valais facilities at the end of June 2024 , $4 million of insurance proceeds related to assets damaged in 2021 and $3 million of gains recognized upon the reevaluation of previously held non-controlling interests of Railtech , as well as $6 million of costs associated with non-recurring corporate transformation projects. 41 The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three segments: (in millions of U.S. dollar) A&T P&ARP AS&I Segment Adjusted EBITDA for the year ended December 31, 2022 228 328 143 Volume (9) (40) (28) Price and product mix 243 168 66 Costs (118) (152) (53) Foreign exchange and other 7 1 1 Segment Adjusted EBITDA for the year ended December 31, 2023 351 305 129 Volume (19) — (22) Price and product mix (48) (18) (25) Costs 11 (46) 20 Flood impact (13) — (20) Foreign exchange and other 3 1 (8) Segment Adjusted EBITDA for the year ended December 31, 2024 285 242 74 A&T F or the year ended December 31, 2024 , Adjusted EBITDA in our A&T segment decreased 19% to $285 million from $351 million for the year ended December 31, 2023 , primarily as a result of unfavorable price and mix, lower shipments and an $13 million impact at Valais as a result of the flood, partially offset by lower costs.
The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three reportable segments: (in millions of U.S. dollars) A&T P&ARP AS&I Segment Adjusted EBITDA for the year ended December 31, 2024 292 242 74 Volume (1) 48 — Price and product mix (35) 20 (6) Costs 74 34 2 Foreign exchange and other 9 9 2 Segment Adjusted EBITDA for the year ended December 31, 2025 339 353 72 A&T For the year ended December 31, 2025 , Adjusted EBITDA in our A&T segment increased 16% to $339 million from $292 million for the year ended December 31, 2024 , primarily as a result of lower operating costs and favorable impact from foreign exchange translation, partially offset by lower volumes and unfavorable price and mix.
The year ended December 31, 2022 included $19 million in customer payments related to contractual volume commitments. For year ended December 31, 2023 , Adjusted EBITDA per metric ton increased 56% to $1,606 from $1,026 for the year ended December 31, 2022 .
In the year ended December 31, 2024 , Segment Adjusted EBITDA included a $13 million negative impact from the flood in Valais (Switzerland). For the year ended December 31, 2025 , Segment Adjusted EBITDA per ton increased 17% to $1,634 from $1,395 for the year ended December 31, 2024 .
ABL facility during 2024 compared to 2023 and the partial redemption of €50 million on the 5.875% Senior Notes due 2026 in July 2023, offset by the write-off of unamortized issuance costs related to the redemption of our Senior Notes due 2026 in August 2024.
In the year ended December 31, 2024, Finance costs, net also included $3 million of write-off of unamortized issuance costs related to the redemption of our Senior Notes that were due in 2026. Income Tax For the years ended December 31, 2025 and 2024 , income tax expense totaled $133 million and $75 million , respectively.
Removed
Amounts may not sum due to rounding. 30 Overview Constellium faced significant challenges in 2024 , including demand weakness across most of our end markets, tightening scrap spreads in North America and the impacts from the extreme cold weather and snow at Muscle Shoals in January and the severe flooding event that occurred in late June at our facilities in the Valais region in Switzerland.
Added
See in particular “Forward-Looking Statements” and “Item 1A. Risk Factors . This section discusses items pertaining to and comparisons of financial results between fiscal years 2025 and 2024.
Removed
Shipments were down 4% at 1.4 million metric tons. We reported revenue of $7.3 billion and net income of $60 million . We achieved $623 million of Adjusted EBITDA , which includes a positive non-cash metal price lag impact of $55 million.
Added
A discussion of and comparisons between fiscal years 2024 and 2023 financial results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

23 edited+3 added−2 removed11 unchanged
The Company 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 entities whose functional currency is not the U.S. dollar that are converted in U.S. dollars in the Consolidated Financial Statements.
The Company 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 as well as financing transactions related to external and internal net debt, and (ii) translation exposures, which relate to net investments in entities whose functional currency is not the U.S. dollar that are converted in U.S. dollars in the Consolidated Financial Statements.
The foreign currency exposure of the Company’s external funding and liquid assets is systematically hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives. 48 Foreign exchange sensitivity on commercial and financing transaction exposures The largest exposures of the Company are related to the U.S. dollar/euro exchange rate in non-US dollar functional currency entities.
The foreign currency exposure of the Company’s external funding and liquid assets is systematically hedged either naturally through intercompany foreign currency loans and deposits or through foreign currency derivatives. 44 Foreign exchange sensitivity on commercial and financing transaction exposures The largest exposures of the Company are related to the U.S. dollar/euro exchange rate in non-US dollar functional currency entities.
We engage in hedging activities to attempt to mitigate the effects of foreign currency transactions on our profitability. Commercial transaction exposures Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies.
We engage in hedging activities to attempt to mitigate the effects of foreign currency transactions on our profitability and cash flow. Commercial transaction exposures Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies.
In Europe, a portion of our revenue is denominated in the U.S. dollar while the majority of our costs incurred are denominated in local currencies. The Company policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The Company uses foreign exchange forwards and foreign exchange swaps for this purpose.
In Europe, a portion of our revenue is denominated in the U.S. dollar while the majority of our costs incurred are denominated in local currencies. The Company policy is to hedge committed and highly probable forecasted foreign currency commerci al transactions. The Company uses foreign exchange forwards and foreign exchange swaps for this purpose.
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 Company operates.
Foreign exchange risk is the risk that the fair value or future cash flows of a currency 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 Company operates.
However, the balances of such financial instruments may not remain constant in future years, and therefore these amounts may not be indicative of future results. 51
However, the balances of such financial instruments may not remain constant in future years, and therefore these amounts may not be indicative of future results. 47
(in millions of U.S. dollar) Effect on net income Effect on equity 10% strengthening U.S. dollar versus euro (7) (58) The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change. 49 Commodity price risk The Company is subject to the effects of market fluctuations in the price of aluminum, which is the Company’s primary metal input and a significant component of its output.
(in millions of U.S. dollars) Effect on net income Effect on equity 10% strengthening U.S. dollar versus euro (15) (45) The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change. 45 Commodity price risk The Company is subject to the effects of market fluctuations in the price of aluminum, which is the Company’s primary metal input and a significant component of its output.
Foreign exchange impacts related to the translation of net investments in non-U.S. dollar functional currency subsidiaries from functional currency to U.S. dollar, and of the related revenue and expenses, are not hedged as the Company operates in these various countries on permanent basis except as described below.
Foreign exchange impacts related to the translation of net investments in non-U.S. dollar functional currency subsidiaries from functional currency to U.S. dollar, and of the related revenue and expenses, are not hedged as the Company operates in these various countries on a permanent basis .
At December 31, 2024 , the Company’s borrowings were mainly at fixed rates. 50 Interest rate sensitivity: risks associated with variable-rate financial instruments The impact on income before income tax of a 50 basis point increase or decrease in the EURIBOR or SOFR interest rates as applicable, based on the variable rate financial instruments held by the Company at December 31, 2024 and 2023 , with all other variables held constant, was estimated to be approximately $2 million and $3 million for the years ended December 31, 2024 , and December 31, 2023 , respectively .
Interest rate sensitivity: risks associated with variable-rate financial instruments The impact on income before income tax of a 50 basis point increase or decrease in the EURIBOR or SOFR interest rates as applicable, based on the variable rate financial instruments held by the Company at December 31, 2025 and 2024 , with all other variables held constant, was estimated to be approximately $3 million and $2 million for the years ended December 31, 2025 , and December 31, 2024 , respectively .
The impact on pretax equity o f $(42) million relates to derivatives hedging forecasted sales from 2025 to 2029 which are designated as cash flow hedges. The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change.
The impact on pretax equity of $(32) million relates to derivatives hedging forecasted sales from 2026 to 2029 which are designated as cash flow hedges. The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change.
Commodity price sensitivity: risks associated with derivatives The net impact on earnings and equity of a 10% increase in the market price of aluminum, based on the aluminum derivatives held by the Company at December 31, 2024 (before tax), with all other variables held constant, was estimated to be a $34 million gain .
Commodity price sensitivity: risks associated with derivatives The net impact on earnings of a 10% increase in the market price of aluminum, based on the aluminum derivatives held by the Company at December 31, 2025 (before tax), with all other variables held constant, was estimated to be a $35 million gain.
The balances of these financial instruments may change in future years, and therefore these amounts may not be indicative of future results. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Company’s interest rate risk arises principally from borrowings.
The balances of these financial instruments may change in future years, and therefore these amounts may not be indicative of future results. 46 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates.
(in millions of U.S. dollar) Effect on income before tax Effect on pretax equity Trade receivables 3 — Trade payables (32) — Derivatives on commercial transactions (A) (36) (42) Net commercial transaction exposure (65) (42) Cash in Bank and intercompany loans 109 — Borrowings (131) — Derivatives on financing transactions 22 — Net financing transaction exposure — — Total (65) (42) (A) 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.
(in millions of U.S. dollars) Effect on income before tax Effect on pretax equity Trade receivables 6 — Trade payables (1) — Derivatives on commercial transactions (A) (43) (32) Net commercial transaction exposure (38) (32) Cash in Bank and intercompany loans 99 — Borrowings (131) — Derivatives on financing transactions 32 — Net financing transaction exposure — — Total (38) (32) (A) 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.
The current geopolitical instability continues to expose us to the risk of energy supply disruptions. In addition, sustainability trends are expected to put upward pressure on energy costs over time. A significant increase in energy costs or disruption of energy supply could have a material adverse effect on financial position, results of operations, and cash flows.
In addition, sustainability trends are expected to put upward pressure on energy costs over time. A significant increase in energy costs or disruption of energy supply could have a material adverse effect on financial position, results of operations, and cash flows.
We purchase large amounts of scrap aluminum to manufacture some of our products because scrap usually trades at a discount to the market price of primary aluminum (i.e. LME plus regional premiums). The difference between the price of primary aluminum and price of scrap is referred to as the “scrap spread”.
We purchase large amounts of scrap aluminum to manufacture some of our products because scrap usually trades at a discount to the market price of primary aluminum (i.e. LME plus regional premiums).
T herefore, the Company purchases energy fixed price derivatives to lock in energy costs where a fixed price purchase contract is not possible.
I n many instances, the Company purchases energy fixed-price derivatives to lock in energy costs where a fixed price purchase contract is not possible .
The Company is also exposed to variation in regional premiums and in the price of zinc, natural gas, silver and copper, and other alloying metals but in a less significant way. The Company's risk management practices aim to mitigate our exposure to changing primary aluminum and regional premium prices.
The Company is also exposed to variation in regional premiums and in the price of copper, lithium, magnesium, manganese, silicon, silver or z inc, but in a less significant way. The Company's risk management practices aim to mitigate our exposure to changing primary aluminum and regional premium prices.
Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk.
The Company’s interest rate risk arises principally from borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. At December 31, 2025 , the Company’s borrowings were mainly at fixed rates.
The scrap spread depends on regional scrap aluminum supply and overall market demand. If the scrap spread narrows and the price of primary aluminum remains static, this could have an unfavorable impact on our Company's results, while the converse could lead to a favorable impact.
If the scrap spread widens and the price of primary aluminum remains static, this could have a favorable impact on our Company's results, while the converse could lead to an unfavorable impact. Therefore, the Company's results could be impacted by market conditions related to aluminum scrap and the effectiveness and timing of our scrap purchasing activities.
In case of significant sustained increases in the price of aluminum, the demand for our products may be affected over time. The Company policy is to minimize exposure to aluminum price volatility by passing through the aluminum price risk to customers and using derivatives where necessary.
The Company policy is to minimize exposure to aluminum price volatility by passing through the aluminum price risk to customers and using derivatives where necessary.
Therefore, the Company's results could be impacted by market conditions related to aluminum scrap and the effectiveness and timing of our scrap purchasing activities. Aluminum prices are determined by worldwide forces of supply and demand and are volatile. We operate a pass–through business model and therefore, to the extent possible, avoid taking aluminum price risk.
Aluminum prices are determined by worldwide forces of supply and demand and are volatile. We operate a pass–through business model and therefore, to the extent possible, avoid taking aluminum price risk. In case of significant sustained increases in the price of aluminum, the demand for our products may be affected over time.
The Company also also enters into derivatives for copper, aluminum premium, silver and zinc to offset the commodity exposure inherent to certain sales and purchase contracts. Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The direction of energy costs depends on the energy supply demand relationships in the regions we operate in.
Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The direction of energy costs depends on the energy supply and demand relationships in the regions we operate in. The current geopolitical instability continues to expose us to the risk of energy supply disruptions.
As a result, when LME prices increase, we have limited additional cash requirements to finance the increased replacement cost of our inventory. 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 hedging program intends to convert the price of the aluminum sales and purchases to be on the same or similar floating basis. As a result, in a scenario where LME price increases, we have limited additional cash requirements to finance the increased replacement cost of our inventory.
Removed
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.
Added
The difference between the price of primary aluminum and price of scrap is referred to as the “scrap spread. ” The scrap spread depends on regional scrap aluminum supply and overall market demand.
Removed
We believe our cash flows are largely protected from variations in LME prices because we hedge our sales based on their replacement cost, by matching the price paid for our aluminum purchases with the price received from our aluminum sales, at a given time, using hedges when necessary.
Added
The company policy is to minimize exposure to aluminum price volatility by pricing our products to include the cost of the metal purchased and hedging any remaining exposure through the use of financial derivatives, to the extent possible.
Added
Temporary increases in inventory, to the extent material, are sold forward to the expected sales date to ensure the price paid for the metal is recovered when it is sold. The Company also enters into derivatives for copper, aluminum premium, silver and zinc to offset the commodity price exposure inherent to certain sales and purchase contracts.