Constellium SE
A maker of high-value aluminum products, Constellium supplies the aerospace, automotive, and packaging industries — its metal ends up in aircraft parts, car bodies, and the cans and closures for drinks and food. The company was formed in 2011 when Rio Tinto sold its Alcan Engineered Products business, whose roots reach back more than a century to three aluminum pioneers: Pechiney, Alcan, and Alusuisse. Its name plays on the word 'constellation,' reflecting how those historic companies came together.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial statements prepared under U.S. GAAP at June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and should be read in conjunction with our Annu…
The following discussion and analysis is based principally on our unaudited interim condensed consolidated financial statements prepared under U.S. GAAP at June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and our unaudited interim condensed consolidated financial statements at June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 which are included in this Quarterly Report. The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. 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 may not sum due to rounding. Overview Constellium is a global leader in the development, manufacture and sale of a broad range of high value-added specialty rolled and extruded aluminum products to the aerospace, space, defense, packaging, automotive, commercial transportation and general industrial end-markets. At June 30, 2026, the Group operated 23 manufacturing facilities, 3 R&D centers and 3 administrative centers. The Group has approximately 11,500 employees. We serve a diverse set of customers across a broad range of end-markets with different product needs, specifications and requirements. Our business is organized into three operating segments: •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. Many of the products are mission critical, which benefit from our world-class R&D and manufacturing capabilities and unique solutions. •Our Packaging & Automotive Rolled Products ("P&ARP") operating segment includes the production and development of customized rolled aluminum sheet products. We supply the packaging market with canstock and closure stock for the beverage and food industry, as well as foilstock for the flexible packaging market. In addition, we supply the automotive market with technically advanced products such as Auto Body Sheet ("ABS"), heat exchanger materials and battery foil products. •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 complement our products with a comprehensive offering of downstream technology and services, which include pre-machining, surface treatment, R&D and technical support services. Management Review and Outlook Constellium delivered strong results in the second quarter despite uncertainties on the macroeconomic and geopolitical fronts. During the quarter, we benefited from strong operational focus, cost control and improved market dynamics, including an improved aerospace and transportation, industry and defense (TID) environment, supply shortages of automotive rolled products in North America and strong recycling performance in both North America and Europe. During the quarter, we returned $20 million to shareholders through the repurchase of 623 thousand shares. Even though the current landscape remains volatile, we like our end market positioning, and we are optimistic about our prospects for the remainder of this year and beyond. Our focus remains on executing on our strategy, driving operational performance, controlling costs, maintaining commercial and capital discipline, generating free cash flow and increasing shareholder value. -27- For the three and six months ended June 30, 2026, our segments represented the following percentages of total Revenue and total Adjusted EBITDA: Three months ended June 30, 2026 Six months ended June 30, 2026 (as a % of total) Revenue Segment Adjusted EBITDA Revenue Segment Adjusted EBITDA A&T 25% 44% 25% 42% P&ARP 61% 53% 61% 55% AS&I 17% 8% 17% 9% H&C (1) —% (5)% —% (6)% Total 100% 100% 100% 100% (1) Holdings and Corporate primarily reflects incidental revenues and unallocated corporate activities. 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. 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. 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. During the six months ended June 30, 2026, we continued to monitor geopolitical and economic instability, globally. During the second quarter of 2026, there was continued uncertainty related to tariffs and trade conditions, and their short and long-term impacts on the Company. Global and regional economies continue to be impacted by armed conflicts, sanctions, and volatility. In particular, ongoing geopolitical tensions and military conflicts in the Middle East, including the ongoing conflict involving the United States, Israel and Iran, have caused, and may continue to result in, higher fuel and energy prices. While it is difficult to predict the impact of these events, we continuously monitor them and will develop contingency plans and countermeasures as necessary to seek to address adverse effects or disruptions to our operations as they arise. 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. In our three principal end-markets of aerospace, packaging and automotive: •Aerospace demand has improved. The destocking of aluminum products in the supply chain also continues to ease. We 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. We believe canstock has an attractive long-term growth outlook driven in part by increased consumer preference for aluminum beverage 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, the tariff and trade environment, affordability, customer offerings and consumer preference. However, aluminum demand has increased in recent years, driven by the vehicle lightweighting trend to improve energy efficiency, reduce emissions and enhance vehicle safety, which has resulted in more aluminum usage for new car models. We expect the lightweighting trend to continue in the future. -28- 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. Aluminum Prices The price we pay for primary aluminum includes the LME price and regional premiums such as the Midwest premium for metal purchased in the U.S. or the Rotterdam premium for metal purchased in Europe. Both the LME price and the regional premiums can be volatile. Our business model aims to pass through primary 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 sharply since 2025, especially in the U.S. following the Section 232 of the Trade Expansion Act of 1962 tariff announcements. The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum for the three and six months ended June 30, 2026 and 2025 are presented below. Three months ended June 30, Six months ended June 30, Percent changes QTD Percent changes YTD (U.S. dollars per ton) 2026 2025 2026 2025 2026 vs 2025 2026 vs 2025 Average LME transaction price 3,571 2,448 3,382 2,539 46% 33% Average Midwest premium 2,518 990 2,405 849 154% 183% Average all-in aluminum price U.S. 6,089 3,438 5,787 3,388 77% 71% Average LME transaction price 3,571 2,448 3,382 2,539 46% 33% Average Rotterdam premium 581 195 485 244 198% 99% Average all-in aluminum price Europe 4,152 2,643 3,867 2,783 57% 39% We purchase large amounts of scrap aluminum to manufacture some of our products as part of our commitment to sustainability and circular resource use. Utilizing recycled aluminum supports the reduction of our reliance on primary aluminum production and usually provides economic benefits, as scrap 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 the price of scrap is referred to as the “scrap spread.” The scrap spread depends on regional scrap aluminum supply and overall market demand. If, for example, 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. In addition, many other factors, such as the price of primary aluminum, types of scrap aluminum we purchase, effectiveness and timing of our scrap purchase activities, productivity of our recycling operations, could have impacts on the Company’s results. Volumes The profitability of our business is determined, in part, by the volume of tons processed and sold. Increased production volumes will generally result in lower per unit costs due to the fixed cost structure of our operations. Higher volumes sold will generally result in additional revenue and associated profitability. Demand trends across key sectors - aerospace, packaging and automotive - contribute to our production planning. 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. 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. -29- Energy Our operations require substantial amounts of energy to run, primarily electricity and natural gas. The magnitude of energy costs depends on the energy supply and demand relationships in the regions we operate in and broader macroeconomic and geopolitical factors. Currency We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic, Slovakia, Spain, Mexico and Canada. As such, we are exposed to transaction and translation impacts. 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. 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. 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. The mark-to-market impact associated with these transactions is therefore recorded in Other Gains and Losses - net. 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. Results of Operations for the three and six months ended June 30, 2026 and 2025 Three months ended June 30, Six months ended June 30, (in millions of U.S. dollars and as a % of revenue) 2026 2025 2026 2025 Revenue 2,748 100% 2,103 100% 5,209 100% 4,082 100% Cost of sales (excluding depreciation and amortization) (2,268) 83% (1,840) 87% (4,309) 83% (3,556) 87% Depreciation and amortization (84) 3% (82) 4% (167) 3% (160) 4% Selling and administrative expenses (101) 4% (88) 4% (198) 4% (166) 4% Research and development expenses (14) 1% (12) 1% (27) 1% (25) 1% Other gains and losses – net (39) 1% 4 —% 34 1% (1) —% Finance costs – net (28) 1% (29) 1% (56) 1% (56) 1% Income before tax 214 8% 56 3% 486 9% 118 3% Income tax expense (66) 2% (20) 1% (142) 3% (44) 1% Net income 148 5% 36 2% 344 7% 74 2% Shipment volumes (in kt) 381 n/a 384 n/a 751 n/a 756 n/a Revenue For the three months ended June 30, 2026, Revenue increased 31% to $2,748 million from $2,103 million for the three months ended June 30, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by lower shipments. For the three months ended June 30, 2026, sales volumes decreased 1% to 381 kt from 384 kt for the three months ended June 30, 2025. This decrease reflected a 4% decrease in volumes for P&ARP and stable volumes for AS&I, partially offset by a 21% increase in volumes for A&T. For the six months ended June 30, 2026, Revenue increased 28% to $5,209 million from $4,082 million for the six months ended June 30, 2025. This increase reflected higher revenue per ton, including higher metal prices, partially offset by lower shipments. -30- For the six months ended June 30, 2026, sales volumes decreased 1% to 751 kt from 756 kt for the six months ended June 30, 2025. This decrease reflected a 3% decrease in volumes for P&ARP and a 2% decrease in volumes for AS&I, partially offset by a 20% increase in volumes for A&T. Our revenue is discussed in more detail in the “Segment Results” section. Cost of Sales For the three months ended June 30, 2026, Cost of sales increased 23% to $2,268 million from $1,840 million for the three months ended June 30, 2025. This increase in Cost of sales was primarily driven by a 28% increase in raw materials and consumables used primarily as a result of higher metal prices. For the six months ended June 30, 2026, Cost of sales increased 21% to $4,309 million from $3,556 million for the six months ended June 30, 2025. This increase in Cost of sales was primarily driven by a 25% increase in raw materials and consumables primarily as a result of higher metal prices. Selling and Administrative Expenses For the three months ended June 30, 2026, Selling and administrative expenses increased 15% to $101 million from $88 million for the three months ended June 30, 2025. The increase was primarily driven by an increase in higher labor costs and costs associated with corporate transformation projects. For the six months ended June 30, 2026, Selling and administrative expenses increased 19% to $198 million from $166 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in labor costs and costs associated with corporate transformation projects. Research and Development Expenses For the three months ended June 30, 2026, Research and development expenses increased 17% to $14 million from $12 million for the three months ended June 30, 2025. This increase was primarily driven by an increase in labor costs. For the six months ended June 30, 2026, Research and development expenses increased 8% to $27 million from $25 million for the six months ended June 30, 2025. This increase was primarily driven by an increase in labor costs. Other Gains and Losses, net The following table provides an analysis of realized and unrealized gains and losses by nature of exposure: Three months ended June 30, Six months ended June 30, (in millions of U.S. dollars) 2026 2025 2026 2025 Realized (losses) / gains on foreign currency derivatives - net (1) 3 — — Realized gains / (losses) on commodities derivatives - net 67 (28) 104 (19) Realized gains / (losses) on derivatives 66 (25) 104 (19) Unrealized (losses) / gains on foreign currency derivatives - net (2) 23 (14) 38 Unrealized (losses) / gains on commodities derivatives - net (100) 10 (46) (17) Unrealized (losses) / gains on derivatives at fair value through profit and loss - net (102) 33 (60) 21 Realized gains or losses relate to financial derivatives used by the Group to hedge underlying commercial and commodity transactions. 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. -31- 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. 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. Changes in realized and unrealized gains / (losses) on derivatives for the three and six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily reflected the fluctuation in commodity and energy prices. Other Gains and Losses, net are further discussed in Note 4 to the unaudited interim condensed consolidated financial statements. Finance Costs, net For the three months ended June 30, 2026, Finance costs, net were relatively stable at $28 million compared to $29 million for the three months ended June 30, 2025. For the six months ended June 30, 2026, Finance costs, net were stable at $56 million compared to the six months ended June 30, 2025. Income Tax For the three months ended June 30, 2026 and 2025, Income tax was an expense of $66 million and $20 million, respectively. For the six months ended June 30, 2026 and 2025, Income tax was an expense of $142 million and $44 million, respectively. Our effective tax rate was 30.8% and 35.7% of income before tax for the three months ended June 30, 2026 and 2025, respectively. Our effective tax rate was 29.1% and 37.6% of income before tax for the six months ended June 30, 2026 and 2025, respectively. The differences between the statutory tax rate of 25.8% and the effective tax rate for the three and six months ended June 30, 2026 and 2025 include estimates of the 2026 and 2025 surtaxes in France, the Base Erosion Anti Abuse Tax in the United States, and is impacted by the geographical mix of the income before tax results and the effects of certain jurisdictions where a full valuation allowance is recorded. -32- Segment Results Segment Revenue The following table sets forth the revenue for our three operating segments for the periods presented: Three months ended June 30, Six months ended June 30, (in millions of U.S. dollars and as a % of revenue) 2026 2025 2026 2025 A&T 680 25% 492 23% 1,289 25% 960 24% P&ARP 1,680 61% 1,235 59% 3,157 61% 2,422 59% AS&I 458 17% 421 20% 873 17% 802 20% H&C (1) 2 —% 1 —% 3 —% 2 —% Inter-segment eliminations (72) n.m (46) n.m (113) n.m (104) n.m Total revenue 2,748 100% 2,103 100% 5,209 100% 4,082 100% n.m. not meaningful (1)Holdings and Corporate primarily reflects incidental revenues. The following table sets forth the shipments for our three operating segments for the periods presented: Three months ended June 30, Six months ended June 30, (in kt and as a % of shipments) 2026 2025 2026 2025 A&T 65 17% 53 14% 125 17% 104 14% P&ARP 266 70% 276 72% 527 70% 545 72% AS&I 55 14% 55 14% 105 14% 107 14% Inter-segment eliminations (4) n.m — n.m (6) n.m — n.m Total shipments 381 100% 384 100% 751 100% 756 100% n.m. not meaningful A&T For the three months ended June 30, 2026, revenue in our A&T segment increased 38% to $680 million from $492 million for the three months ended June 30, 2025, reflecting higher shipments and higher revenue per ton, including higher metal prices. A&T shipments were up 21%, or 11 kt, due to higher Aerospace and Transportation, Industry and Defense rolled products shipments, which benefited from an improved market environment as well as supply shortages of automotive rolled products in North America. For the six months ended June 30, 2026, revenue in our A&T segment increased 34% to $1,289 million from $960 million for the six months ended June 30, 2025, reflecting higher shipments and higher revenue per ton, including higher metal prices. A&T shipments were up 20%, or 21 kt, due to higher Aerospace and Transportation, Industry and Defense rolled products shipments, which benefited from an improved market environment as well as supply shortages of automotive rolled products in North America. P&ARP For the three months ended June 30, 2026, revenue in our P&ARP segment increased 36% to $1,680 million from $1,235 million for the three months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. P&ARP shipments were down 4% or 10 kt compared to the three months ended June 30, 2025, due to lower Packaging rolled products shipments, partially offset by higher Automotive rolled products shipments, which benefited from supply shortages in North America. For the six months ended June 30, 2026, revenue in our P&ARP segment increased 30% to $3,157 million from $2,422 million for the six months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. P&ARP shipments were down 3% or 18 kt, due to lower Packaging rolled products shipments, partially offset by higher Automotive rolled products shipments, which benefited from supply shortages in North America. -33- AS&I For the three months ended June 30, 2026, revenue in our AS&I segment increased 9% to $458 million from $421 million for the three months ended June 30, 2025, primarily reflecting higher revenue per ton, including higher metal prices. AS&I shipments were stable compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, revenue in our AS&I segment increased 9% to $873 million from $802 million for the six months ended June 30, 2025, reflecting higher revenue per ton, including higher metal prices, partially offset by lower shipments. AS&I shipments were down 2%, or 2 kt, due to lower Automotive and Other extruded products shipments. 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. 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. 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 in footnote (B) to the table included in Note 3.2), share-based compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items. The reconciliation of Segment Adjusted EBITDA is disclosed in Note 3 to the unaudited interim consolidated condensed financial statements. The following table sets forth the Segment Adjusted EBITDA for our reportable segments for the periods presented: Three months ended June 30, Six months ended June 30, (in millions of U.S. dollars and as a % of revenue) 2026 2025 2026 2025 A&T 135 20% 84 17% 238 18% 165 17% P&ARP 165 10% 74 6% 317 10% 135 6% AS&I 26 6% 18 4% 49 6% 34 4% 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 three months ended June 30, 2025 84 74 18 Volume 40 (5) — Price and product mix 16 20 (5) Costs (7) 74 12 Foreign exchange and other 2 2 1 Segment Adjusted EBITDA for the three months ended June 30, 2026 135 165 26 (in millions of U.S. dollars) A&T P&ARP AS&I Segment Adjusted EBITDA for the six months ended June 30, 2025 165 135 34 Volume 72 (11) (4) Price and product mix 15 47 (7) Costs (23) 138 23 Foreign exchange and other 9 8 3 Segment Adjusted EBITDA for the six months ended June 30, 2026 238 317 49 -34- A&T For the three months ended June 30, 2026, Adjusted EBITDA in our A&T segment increased 61% to $135 million from $84 million for the three months ended June 30, 2025, primarily as a result of higher volumes and favorable price and mix, partially offset by higher operating costs. For the three months ended June 30, 2026, Adjusted EBITDA per metric ton increased by 32% to $2,083 per ton from $1,572 per ton for the three months ended June 30, 2025. For the six months ended June 30, 2026, Adjusted EBITDA in our A&T segment increased 44% to $238 million from $165 million for the six months ended June 30, 2025, primarily as a result of higher volumes, favorable price and mix and favorable impact from foreign exchange translation, partially offset by higher operating costs. For the six months ended June 30, 2026, Adjusted EBITDA per ton increased 20% to $1,902 per ton from $1,579 per ton for the six months ended June 30, 2025. P&ARP For the three months ended June 30, 2026, Adjusted EBITDA in our P&ARP segment increased 123% to $165 million from $74 million for the three months ended June 30, 2025, primarily as a result of favorable metal costs at Muscle Shoals and Neuf Brisach and favorable price and mix, partially offset by lower volumes. For the three months ended June 30, 2026, Adjusted EBITDA per metric ton increased by 131% to $621 per ton from $268 per ton for the three months ended June 30, 2025. For the six months ended June 30, 2026, Adjusted EBITDA in our P&ARP segment increased 135% to $317 million from $135 million for the six months ended June 30, 2025, primarily as a result of favorable metal costs at Muscle Shoals and Neuf Brisach, favorable price and mix and favorable impact from foreign exchange translation, partially offset by lower volumes. For the six months ended June 30, 2026, Adjusted EBITDA per ton increased 143% to $601 per ton from $248 per ton for the six months ended June 30, 2025. AS&I For the three months ended June 30, 2026, Adjusted EBITDA in our AS&I segment increased 44% to $26 million from $18 million for the three months ended June 30, 2025, primarily as a result of lower operating costs, partially offset by unfavorable price and mix. For the three months ended June 30, 2026, Adjusted EBITDA per ton increased 45% to $477 per ton from $329 per ton for the three months ended June 30, 2025. For the six months ended June 30, 2026, Adjusted EBITDA in our AS&I segment increased by 44% to $49 million from $34 million for the six months ended June 30, 2025, primarily as a result of lower operating costs and favorable impact from foreign exchange translation, partially offset by unfavorable price and mix and lower volumes. For the six months ended June 30, 2026, Adjusted EBITDA per metric ton increased by 47% to $467 per ton from $317 per ton for the six months ended June 30, 2025. -35- Liquidity and Capital Resources 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. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents, as well as strategic financing arrangements. At June 30, 2026, the Company was not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings from external parties. Based on our current and anticipated levels of operations and the conditions in our markets and industry, we believe that our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service and other funding requirements for the short-term and long-term. 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. dollars, we generally enter into combinations of forward contracts with financial institutions, selling forward U.S. dollars against euros. When we are unable to align the price and quantity of physical aluminum purchases with that of physical aluminum sales, it is also our policy to enter into derivative financial instruments to pass through the exposure to metal price fluctuations to financial institutions. 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 U.S. dollars and euros. When the external currency mix of our debt does not match the mix of our assets, we use foreign currency derivatives to balance the risk. Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed contractual limit. In order to protect the Group from the potential margin calls for significant market movements, we maintain additional cash or availability under our various borrowing facilities, we enter into derivatives with a large number of financial counterparties and we monitor potential margin requirements on a daily basis for adverse movements in the U.S. dollar against the euro and in aluminum prices. There were no margin calls at June 30, 2026 and December 31, 2025. At June 30, 2026, we had $1,058 million of total liquidity, comprised of $163 million in cash and cash equivalents, $541 million of availability under our Pan-U.S. ABL facility, $240 million of availability under our factoring arrangements and $114 million of availability under our committed asset-based facility for our French subsidiaries. Factored receivables under non-recourse arrangements were $418 million and $430 million at June 30, 2026 and December 31, 2025, respectively. Cash Flows The following table summarizes our cash flows from / (used in) operating, investing and financing activities for the six months ended June 30, 2026 and 2025: Six months ended June 30, (in millions of U.S. dollars) 2026 2025 Net Cash Flows from / (used in) Operating activities 234 172 Investing activities (137) (131) Financing activities (51) (62) Net increase / (decrease) in cash and cash equivalents, excluding the effect of exchange rate changes 46 (21) -36- Net Cash Flows from Operating Activities For the six months ended June 30, 2026, net cash flows from operating activities were $234 million, a $62 million increase from $172 million in the six months ended June 30, 2025. This change primarily reflects a $439 million increase in cash flows from operating activities before working capital and a $377 million decrease in cash flows from working capital usage. For the six months ended June 30, 2026, changes in working capital were attributable to (i) an increase in inventory of $495 million, primarily driven by higher ending metal prices and higher activity levels; (ii) an increase in trade receivables of $418 million primarily driven by higher ending metal prices and higher activity levels; and (iii) an increase in trade payables of $480 million, primarily driven by higher ending metal prices and higher metal purchases due to higher activity levels. For the six months ended June 30, 2025, changes in working capital were attributable to (i) an increase in inventory of $65 million, primarily driven higher ending metal prices; (ii) an increase in trade receivables of $261 million primarily driven by higher activity levels and higher ending metal prices, partially offset by $2 million of deferred purchase price receivables from factoring; and (iii) an increase in trade payables of $241 million, primarily driven by higher metal purchases due to higher activity levels and higher ending metal prices. Net Cash Flows used in Investing Activities For the six months ended June 30, 2026 and 2025, net cash flows used in investing activities were $137 million and $131 million, respectively. Capital expenditures, net of Property, Plant and Equipment inflows were $139 million and $134 million, respectively, and related primarily to maintenance and investments in our manufacturing facilities, as well as growth projects such as investments in our recycling and casting capacities. Capital expenditures by segment are detailed in Note 3.3 of our unaudited interim condensed consolidated financial statements. Net Cash Flows used in Financing Activities For the six months ended June 30, 2026, net cash flows used in financing activities were $51 million, primarily reflecting share repurchases. During the six months ended June 30, 2026, Constellium repurchased 1.8 million ordinary shares of the Company for $48 million. For the six months ended June 30, 2025, net cash flows used in financing activities were $62 million, primarily reflecting share repurchases, additional borrowings under the Pan-U.S. ABL facility and factoring arrangements in Europe as well as realized foreign exchange losses on net debt hedging instruments due to the weakening of the U.S. dollar. During the six months ended June 30, 2025, Constellium repurchased 4.8 million ordinary shares of the Company for $50 million. Contractual obligations Except as otherwise disclosed in this Quarterly Report, there have been no changes in our material short-term and long- term contractual cash obligations other than in the ordinary course of business since December 31, 2025. See Note 12, Note 15.4, Note 20 and Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Principal Accounting Policies, Critical Accounting Estimates and Key Judgments Our principal accounting policies are set out in Note 1 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. New standards and interpretations not yet adopted are set out in Note 1 to the unaudited interim condensed consolidated financial statements, which appear elsewhere in this Quarterly Report. 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, 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. 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 in Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of -37- Operations - Principal Accounting Policies, Critical Accounting Estimates and Key Judgments” of our Annual Report on Form 10-K for the year ended December 31, 2025. The Company continuously reviews its significant assumptions and estimates in light of the uncertainty associated with the global geopolitical and macroeconomic conditions and their potential direct and indirect impacts on its business and its financial statements. There can be no guarantee that our assumptions will materialize or that actual results will not differ materially from estimates. There have been no material changes in our critical accounting estimates since December 31, 2025. Recently Issued Accounting Standards See Note 1- Basis of Presentation and Recent Accounting Pronouncements to our accompanying unaudited interim condensed 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. We believe the most directly comparable GAAP measure to Adjusted EBITDA is our net income or loss for the relevant period. 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, 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 Adjusted EBITDA, as defined above, is useful to investors as it illustrates the underlying performance of continuing operations by excluding certain non-recurring and non-operating items. Similar concepts of adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in comparison, to other companies, many of which present an adjusted EBITDA-related performance measure when reporting their results. Adjusted EBITDA has limitations as an analytical tool. 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. 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. -38- The following table reconciles our net income to our Adjusted EBITDA: Three months ended June 30, Six months ended June 30, (in millions of U.S. dollars) 2026 2025 2026 2025 Net income 148 36 344 74 Income tax expense 66 20 142 44 Finance costs – net 28 29 56 56 Expenses on factoring arrangements 5 6 9 11 Depreciation and amortization 84 82 167 160 Restructuring costs 2 1 5 2 Unrealized gains on derivatives 102 (33) 60 (21) Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net — (1) (1) — Pension and other post-employment benefits - non-operating gains (4) (4) (7) (7) Share based compensation 8 7 19 13 Losses on disposal 1 1 1 1 Other (A) — 2 — (1) Adjusted EBITDA1 439 146 798 332 of which Metal price lag (B) 129 (19) 226 20 1Adjusted EBITDA includes the non-cash impact of metal price lag _______________ (A)For the three months ended June 30, 2025, Other mainly includes $2 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). For the six months ended June 30, 2025, Other mainly includes $9 million of insurance proceeds and $7 million of clean-up costs related to the flooding of our facilities in Valais (Switzerland). (B)Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium's Revenue are established and when aluminum purchase prices included in Cost of sales are established, which is a non-cash financial impact. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the period.
In addition to the risks inherent in our operations, we are exposed to a variety market risks (including foreign currency exchange, interest rate and commodity price risk). Our exposure to market risk has not changed materially since December 31, 2025. Further information can be…
In addition to the risks inherent in our operations, we are exposed to a variety market risks (including foreign currency exchange, interest rate and commodity price risk). Our exposure to market risk has not changed materially since December 31, 2025. Further information can be found in Item 7A. and Note 16 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended December 31, 2025, for information concerning material legal proceedings with respect to the Company. There have been no material developments since December 31…
Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended December 31, 2025, for information concerning material legal proceedings with respect to the Company. There have been no material developments since December 31, 2025.
Read original filing text →There have been no material changes to the risk factors disclosed in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
There have been no material changes to the risk factors disclosed in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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