CONSTELLIUM SE (CSTM)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is based principally on our audited Consolidated Financial Statements prepared

under U.S. 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. The following discussion is to be read in conjunction with our audited Consolidated Financial Statements prepared

under U.S. GAAP and the notes thereto, which are included elsewhere in this Annual 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. Factors that could cause or contribute to these differences include, but are not

limited to, those discussed below and elsewhere in this Annual Report. 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 may not sum due to rounding.

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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. 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.

For the year ended December 31, 2024, our segments represented the following percentages of total Revenue and total

Adjusted EBITDA:

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.

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. We attempt to respond to the variability of economic conditions through the terms of our contracts with our

customers and cost control.

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. 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. 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 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. 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.

Geopolitical and economic instability

Geopolitical and economic instability, including tariffs, trade wars, armed conflicts and sanctions, continue to generate

volatility and disruption in global and regional economies. 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.

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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 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.

The average LME transaction price, Rotterdam premium and Midwest premium per ton of primary aluminum in the years

ended December 31, 2024, 2023 and 2022 are presented below.

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. 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. 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.

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.

Currency

We are a global company with operations in the United States, France, Germany, Switzerland, the Czech Republic,

Slovakia, Spain, Mexico, Canada and China. 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 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 and therefore the mark-to-market impact is 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. dollar into our reporting currency, the U.S. dollar.

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Results of Operations

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. 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 decrease reflected a 4% decrease in volumes for A&T, stable volumes for P&ARP and a 17%

decrease in volumes for AS&I.

The following table presents the primary drivers for changes in Revenue:

Our revenue is discussed in more detail in the "Segment Results" section.

Cost of Sales

For the year ended December 31, 2024, cost of sales decreased 6% to $6,397 million from $6,771 million for the year

ended December 31, 2023. This decrease in cost of sales was primarily driven by a 7% decrease in raw materials and

consumables used due to lower volumes, partially offset by higher metal prices.

Selling and Administrative Expenses

For the year ended December 31, 2024, selling and administrative expenses decreased 1% to $313 million from $317

million for the year ended December 31, 2023. The decrease reflected primarily a decrease in in labor costs, offset by an

increase in corporate transformation projects.

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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. This decrease reflected primarily a decrease in non-labor costs.

Other Gains and Losses - net

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:

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.

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 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.

Changes in realized gains or losses on derivatives for the year ended December 31, 2024 as compared to the year ended

December 31, 2023 primarily reflected the fluctuation in metal prices. 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.

For the years ended December 31, 2024 and 2023, impairment is primarily related to assets in Valais.

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For the year ended December 31, 2024, restructuring costs were related to cost improvement programs in the U.S. and in

Europe and amounted to $11 million.

For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss

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

sale of Constellium Extrusions Deutschland GmbH which was completed on September 29, 2023.

For the year ended December 31, 2024, the $2 million gain resulting from the flood in Valais include $43 million of

clean-up costs and inventory impairment which were offset by $45 million of insurance proceeds.

Finance Costs, net

For the year ended December 31, 2024, finance costs, net remained stable at $111 million compare to the year ended

December 31, 2023, primarily reflecting lower borrowings on the Pan-U.S. 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.

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.

The difference in our effective tax rate and the statutory tax rate of 25.8% in the year ended December 31, 2024 was primarily

due to the effect of the valuation allowance on deferred tax assets from losses in Germany where management determined that

it was more likely than not that these deferred tax assets would not be used in the foreseeable future. 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.

Net Income

As a result of the foregoing factors, we recognized net income of $60 million and net income of $157 million in the years

ended December 31, 2024 and 2023, respectively.

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Results of Operations for the years ended December 31, 2023 and 2022

Revenue

For the year ended December 31, 2023, revenue decreased 8% to $7,826 million from $8,532 million for the year ended

December 31, 2022. This decrease reflected a decrease in shipments and lower revenue per ton.

For the year ended December 31, 2023, sales volumes decreased 6% to 1,492 kt from 1,580 kt for the year ended

December 31, 2022. This decrease reflected a 2% decrease in volumes for A&T, a 5% decrease in volumes for P&ARP and a

9% decrease in volumes for AS&I.

The following table presents the primary drivers for changes in Revenue:

Our revenue is discussed in more detail in the "Segment Results" section.

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. 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.

Selling and Administrative Expenses

For the year ended December 31, 2023, selling and administrative expenses increased 12% to $317 million from $284

million for the year ended December 31, 2022. This increase reflected primarily a 10% increase in labor costs, mainly due to

inflation.

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. The increase reflected primarily a 13% increase in labor costs due to inflation.

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Other Gains and Losses - net

The following table provides an analysis of the realized and unrealized gains and losses by nature of exposure:

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.

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 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.

Changes in realized and unrealized gains or losses on derivatives for the year ended December 31, 2023 as compared to

the year ended December 31, 2022 primarily reflected the fluctuation in metal prices.

For the years ended December 31, 2023 and 2022, impairment is primarily related to assets in Valais.

For the year ended December 31, 2023, gains and losses on disposals net of transaction costs included a $3 million loss

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

sale of Constellium Extrusions Deutschland GmbH which was completed on September 29, 2023.

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Finance Costs, net

For the year ended December 31, 2023, finance costs, net increased $8 million, to $111 million from $103 million for the

year ended December 31, 2022. This increase was primarily driven by higher interest costs as a result of the increase in interest

rates.

Income Tax

For the years ended December 31, 2023 and 2022, income tax was an expense of $75 million and a benefit of $165

million, respectively.

For the year ended December 31, 2023, our effective tax rate was 32% of our income before income tax compared to a

statutory rate of 25.8%. Our effective tax rate was higher than the statutory rate, primarily due to the geographical mix of our

pre-tax results and the impact of non-recurring transactions.

For the year ended December 31, 2022, income tax was significantly impacted by the reversal of valuation allowances on

deferred tax assets related to one of our main operating entities in the United States, which resulted in a $202 million tax benefit

being recorded in the period. Excluding this impact, our effective tax rate was 24% of our income before income tax compared

to a statutory tax rate of 25.8%. Our effective tax rate was lower than the statutory rate, primarily due to the favorable impact of

the geographical mix of our pre-tax results.

Net Income

As a result of the foregoing factors, we recognized net income of $157 million and net income of $315 million in the

years ended December 31, 2023 and 2022, respectively.

Segment Results

Segment Revenue

The following table sets forth the revenue for our operating segments for the periods presented:

n.m. not meaningful

The following table sets forth the shipments for our operating segments for the periods presented:

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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. 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. For the year ended December 31, 2024, revenue per ton increased 2% to $8,677

per ton from $8,545 per ton for the year ended December 31, 2023, primarily reflecting higher metal prices.

For the year ended December 31, 2023, revenue in our A&T segment increased 5% to $1,868 million from $1,786

million for the year ended December 31, 2022, reflecting higher revenue per ton, partially offset by lower shipments. A&T

shipments were down 2%, or 4 kt, reflecting lower Transportation, Industry and Defense rolled products shipments, largely

offset by higher Aerospace rolled products shipments. For the year ended December 31, 2023, revenue per ton increased 6% to

$8,545 per ton from $8,041 per ton for the year ended December 31, 2022, primarily reflecting a more favorable price and mix,

partially offset by lower metal prices.

P&ARP

For the year ended December 31, 2024, revenue in our P&ARP segment was stable at $4,196 million compared to $4,214

million for the year ended December 31, 2023, reflecting stable shipments and stable revenue per ton. P&ARP shipments were

stable, with higher Packaging rolled products shipments, offset by lower Automotive and Specialty rolled products shipments.

For the year ended December 31, 2024, revenue per ton was stable, primarily reflecting higher metal prices offset by a less

favorable price and mix.

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 shipments were

down 5% or 59 kt, due to lower Packaging and Specialty rolled products shipments, partially offset by higher Automotive

rolled products shipments. For the year ended December 31, 2023, revenue per ton decreased 9% to $4,091 per ton from $4,498

per ton for the year ended December 31, 2022, primarily driven by lower metal prices, partially offset by improved price and

mix.

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 shipments were

down 17%, or 42 kt, on lower Other extruded products shipments, including the impacts resulting from the flood in Valais in

June 2024 and the sale of CED in September 2023, and lower Automotive extruded products shipments. For the year ended

December 31, 2024, revenue per ton decreased 2% to $7,110 per ton from $7,251 per ton for the year ended December 31,

2023, primarily reflecting a less favorable price and mix, partially offset by higher metal prices.

For the year ended December 31, 2023, revenue in our AS&I segment decreased 10% to $1,762 million from $1,955

million for the year ended December 31, 2022, reflecting lower shipments and lower revenue per ton. AS&I shipments were

down 9%, or 25 kt, on lower Other extruded products shipments including the impact from the sale of CED in September 2023,

partially offset by higher Automotive extruded products shipments. For the year ended December 31, 2023, revenue per ton

decreased 1% to $7,251 per ton from $7,298 per ton for the year ended December 31, 2022, primarily reflecting lower metal

prices, partially offset by a more favorable price and mix.

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.

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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 ASC 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/(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.

The following table sets forth the Segment Adjusted EBITDA for our operating segments for the periods presented:

n.m. not meaningful

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The following table reconciles our Segment Adjusted EBITDA to our net income:

(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 metal price lag will

generally increase our earnings in times of rising primary aluminum prices and decrease our earnings in times of declining primary

aluminum prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of

Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated

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

quantity sold in the period.

(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.

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

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

Extrusions Deutschland GmbH which was completed on September 29, 2023.

(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.

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The following table presents the primary drivers for changes in Segment Adjusted EBITDA for each of our three

segments:

A&T

For 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. For the year ended December 31, 2024,

Adjusted EBITDA per metric ton decreased 15% to $1,362 from $1,606 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our A&T segment increased 54% to $351 million from

$228 million for the year ended December 31, 2022, primarily as a result of improved price and mix partially offset by higher

operating costs mainly due to inflation and increased activity levels. 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.

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. For the year ended December 31, 2024, Adjusted EBITDA per metric ton

decreased 20% to $236 from $296 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our P&ARP segment decreased 7% to $305 million from

$328 million for the year ended December 31, 2022, primarily as a result of lower shipments, higher operating costs mainly due

to operating challenges at our Muscle Shoals facility, inflation and unfavorable metal costs, partially offset by improved price

and mix. For the year ended December 31, 2023, Adjusted EBITDA per metric ton decreased 2% to $296 from $301 for the

year ended December 31, 2022.

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, 2024,

Adjusted EBITDA per metric ton decreased 31% to $367 from $531 for the year ended December 31, 2023.

For the year ended December 31, 2023, Adjusted EBITDA in our AS&I segment decreased 10% to $129 million from

$143 million for the year ended December 31, 2022, primarily as a result of lower shipments and higher costs mainly due to

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inflation, partially offset by improved price and mix. For the year ended December 31, 2023, Adjusted EBITDA per metric ton

decreased 1% to $531 from $534 for the year ended December 31, 2022.

Holdings & Corporate

Segment Adjusted EBITDA results for our Holdings and Corporate segment reflected expenses of $33 million,

$31 million and $21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

Based on our current and anticipated levels of operations, and the condition 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. dollar, we generally enter into combinations of forward contracts with

financial institutions, selling forward U.S. dollar 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 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. 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 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. ABL facility, $104 million of undrawn availability under our French

Inventory Facility and $15 million of availability under our factoring arrangements.

Factored receivables under non-recourse arrangements were $376 million, $402 million and $401 million as of December

31, 2024, 2023 and 2022, respectively.

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Cash Flows

The following table summarizes our operating, investing and financing activities for the years ended December 31, 2024,

2023 and 2022:

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. 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.

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, 2023, net cash flows from operating activities were $432 million, a $67 million

increase from $365 million in the year ended December 31, 2022. This change primarily reflects a $8 million decrease in cash

flows from operating activities before working capital and a $75 million increase from changes in working capital.

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 by 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, 2022, net cash flows from operating activities were $365 million.

For the year ended December 31, 2022, changes from working capital were attributable to (i)  an increase in inventory of

$249 million, primarily driven by higher inventory levels across all our segments and higher ending metal prices; (ii)  a

decrease in trade receivables of $73 million primarily driven by higher ending metal prices, offset by $90 million of deferred

purchase price from factoring; and (iii) an increase in accounts payable of $42 million, primarily driven by higher ending metal

prices.

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. 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.

For the years ended December 31, 2024, 2023 and 2022, collection of deferred purchase price receivable under certain of

our factoring agreements was $85 million, $97 million and $90 million, respectively.

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.

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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, 2024, Constellium repurchased 4.6 million shares of the Company stock for $79 million. 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.

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.

For the year ended December 31, 2022, net cash flows used in financing activities were $150 million, primarily reflecting

the repayment of the secured PGE French Facility and the unsecured Swiss facility, and finance lease repayments, partially

offset by drawings on the Pan-U.S. ABL Facility.

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.

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.

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.

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. 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. 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.

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

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial

basis using a number of assumptions and its determination requires the application of judgment. Assumptions used and

judgments made in determining the defined benefit obligations and net pension costs include discount rates, the expected long-

term rate of return on plan assets, rates of future compensation increase, and the criteria considered to determine when a plan

amendment has occurred.

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). Details of the key assumptions made and judgments applied are set

out in Note 17 to our audited Consolidated Financial Statements.

Deferred income taxes

Significant judgment is also required to determine the extent to which deferred tax assets can be recognized. In assessing

the recognition of deferred tax assets, management considers whether it is more likely than not (greater than 50%) that the

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deferred tax assets will be utilized. If it is determined that it is more likely than not that some or all of the deferred tax assets

will not be realized, a valuation allowance is recognized to reduce the carrying amount of these assets. The deferred tax assets

will be ultimately utilized to the extent that sufficient taxable profits will be available in the years in which the temporary

differences become deductible. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction

and takes into account the scheduled reversals of taxable and deductible temporary differences, past, current and expected

future performance deriving from the budget, the business plan and tax planning strategies. A full valuation allowance is

recognized for deferred tax assets in the jurisdictions where it is less likely than not that sufficient taxable profits will be

available against which the deductible temporary differences can be utilized. Details of the key assumptions made and

judgments applied are set out in Note 7 to our audited Consolidated Financial Statements.

Impairment tests for property, plant and equipment

Long-lived assets, including property, plant and equipment are reviewed for impairment when facts and circumstances

indicate that the asset carrying value may not be recoverable from its undiscounted projected cash flows. Any impairment loss

is measured by comparing the carrying value of the asset to its fair value. 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. 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. These provisions are recorded where we have concluded that it is both probable that a loss has been incurred and

the amount of the loss is reasonably estimable. They are recorded at amounts which represent management’s best estimates of

the expenditure required to settle the obligation at the date of the Consolidated Balance Sheets. Expectations are revised each

year until the actual liability is settled, with any difference accounted for in the Consolidated Income Statement in the year in

which the revision is made. Details of the key assumptions made and judgments applied are described in Note 18 to our audited

Consolidated Financial Statements.

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. 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

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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.

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 of

this revision, beginning with the reporting of its results for the first quarter of 2024, the Company no longer eliminates the non-

cash impact of metal price lag from its Adjusted EBITDA Non-GAAP financial measure. The Company continues to eliminate

the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its

operating segments.

1Adjusted 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 metal price lag will

generally increase our earnings in times of rising primary aluminum prices and decrease our earnings in times of declining primary

aluminum prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of

Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated

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

quantity sold in the period.

(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.

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

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

Extrusions Deutschland GmbH which was completed on September 29, 2023.

(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.

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