CONSTELLIUM SE (CSTM) Risk Factors

Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this Annual

Report. It is not possible to predict or identify all the risks and uncertainties to the Company’s business and the following is not

meant to be a complete discussion of all such potential risks or uncertainties. If known or unknown risks or uncertainties

materialize, the Company’s business, financial condition or results of operations could be adversely affected, potentially in a

material way, which in turn can affect the price of the Company’s publicly traded securities.

BUSINESS AND OPERATIONAL RISKS

We may not be able to compete successfully in the highly competitive markets in which we operate, and new

competitors could emerge, which could negatively impact our market share, sales volumes and selling prices.

We are engaged in a highly competitive industry and compete in the production and sale of aluminum rolled and

extruded products with a number of other producers, some of which are larger and have greater financial and technical

resources than we do. As a result, these competitors may have an advantage over us in their abilities to research and develop

technology, pursue acquisitions, investments and other business opportunities, market and sell their products and services,

capitalize on market opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse

industry or economic conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a

competitive advantage. Further, an existing or new competitor may add or build new capacity, which could increase

competitive pressure in our markets. New competitors could emerge within aluminum, steel, or other materials that may seek to

compete in our industry. Emerging or transitioning markets in regions with abundant natural resources, low-cost labor and

energy, and lower environmental and other standards may pose a significant competitive threat to our business. Moreover,

technological innovation is important to our customers who require us to lead or keep pace with new innovations to address

their needs. If we do not compete successfully, our market share, sales volumes and financial position, results of operations and

cash flows may be negatively impacted.

Aluminum may become less competitive with alternative materials, which could reduce our sales volumes, or

lower our selling prices.

Our offerings compete with products made from other materials, such as steel, glass, plastics, and composite materials,

for various applications. Higher aluminum prices relative to alternative materials may make aluminum products less

competitive. Environmental and other regulations may also make our products less competitive as compared to materials that

are subject to less onerous regulations. Customers in our end-markets use and continue to evaluate the further use of alternative

materials to aluminum in order to reduce the weight and increase the efficiency of their products. The willingness of customers

to accept substitutions for aluminum could materially adversely affect our financial position, results of operations and cash

flows.

A significant portion of our revenue is derived from international operations, which exposes us to certain risks

inherent in doing business globally.

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

Slovakia, China, Spain, Canada, and Mexico, and we sell our products primarily across North America, Europe, and Asia.

Economic downturns in regional and global economies, or a prolonged recession in our principal industry segments, have had a

negative impact on our operations in the past by reducing overall demand for our products, and could in the future have a

negative impact on our financial condition or results of operations.

We are generally subject to financial, economic, regulatory and business risks in connection with our global operations,

including risks relating to:

•uncertain social, political, regulatory, or trade conditions and instability (e.g., duties, taxes, tariffs, sanctions,

embargoes and trade negotiations);

•changes in regulations and laws of multiple jurisdictions, including those relating to taxes, employment,

repatriation of earnings and foreign trade restrictions;

•compliance with sanction regimes and export control laws of multiple jurisdictions;

•currency restrictions, currency exchange rate and interest rate fluctuations;

•the potential for nationalization of enterprises or government policies favoring local production;

•renegotiation or nullification of existing agreements;

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•high rates of excessive, sustained or prolonged inflation;

•differing protections for intellectual property and their enforcement;

•divergent environmental laws and regulations;

•significant supply/demand imbalances impacting our industry;

•public health crises, epidemics and pandemics; and

•sustained economic downturns, volatility, and instability, regionally and globally.

The occurrence of any of these events could cause our costs to rise, limit growth opportunities, have a negative effect on

our operations and financial results, as well as on our ability to plan for future periods. Similarly, if any of our customers or

suppliers are similarly impacted, we could be indirectly impacted, and our operations and financial results could be adversely

affected. The duration, intensity and consequences of such impacts are uncertain and unpredictable, and we may not be able to

adequately foresee or mitigate events that could disrupt and have a negative impact on our operations.

Geopolitical instability could adversely affect our business.

Geopolitical instability, including inter-governmental tensions, conflicts, wars, terrorist acts and tensions between nation

states can affect the normal and peaceful course of international relations and can have an adverse impact on regional and

global economic conditions and our financial condition. Disruptive geopolitical developments, such as the conflict between

Russia and Ukraine, and other events beyond our control can increase economic volatility globally. Such instability and

volatility in or around any of the countries in which we do significant business may result in changing regulatory requirements,

market dislocations, supply chain disruptions and other disruptive consequences, any of which could impact our business,

results of operations, financial condition, cash flows, operating strategy, and profitability.

Shifts in international trade policies, imposition or increase of tariffs, or other restrictive trade measures could

adversely affect our business, results of operations, financial position and cash flows.

Shifts in international trade policies could adversely affect our business, results of operations, financial position and cash

flows. Governmental actions such as tariffs, revisions to trade agreements, and other alterations to trade relationships could

necessitate substantial changes to our business practices and could impact our business and financial results. Rapid shifts in

trade policy and introduction of other restrictive trade measures create uncertainty in our operations and business outlook.

Throughout 2025, the U.S. initiated a number of measures with respect to reevaluating and revising certain trade policies, some

of which have impacted our business. These included imposition of new import tariffs and quotas, revision of international

trade policy, renegotiation of certain trade agreements, and other changes that have affected U.S. trade relations with other

countries.

Significant uncertainty exists about the future international trade environment and resulting trade policies, treaties and

tariffs. Future developments could have a substantial adverse effect on our supply chain and the overall aluminum industry, if

sustained for an extended period of time. The ultimate impact of such developments is uncertain and will depend on various

factors, including actual implementation, the timing and duration of their implementation, and the amount, scope, and nature of

any new or increased tariffs (or any elimination or reduction of tariff exemptions which are currently available to us), along

with numerous secondary and tertiary effects.

While we continue to take steps to mitigate potentially unfavorable impacts of the current trade environment, there is no

assurance that we will be successful in doing so in the evolving landscape. We intend to continue to assess the full implications

of tariffs and other trade barriers on the global aluminum market and their likely impact on our business. Changes in tariff law

and policy might require us to reconsider or seek to renegotiate our commercial agreements with suppliers and customers,

increase the prices of our products or alter the markets into which we procure our supplies or sell our products. Any or all of

these actions could adversely affect our business, financial condition, results of operations and cash flows.

The price volatility of energy costs may adversely affect our profitability.

Our operations use natural gas and electricity, which represent a large component of our cost of sales, after metal, labor

costs, and depreciation. We typically purchase the majority of our natural gas and electricity requirements on a forward basis

under fixed price commitments and long-term physical supply contracts with suppliers, which provide increased visibility on

costs. However, the volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing

facilities affects our operating costs. Fuel and utility prices are affected by factors outside our control, such as supply and

demand in both local and regional markets, as well as governmental regulation (including evolving climate change regulation),

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imposition of taxes on energy and costs associated with CO2 emissions. We are a significant purchaser of energy and existing

and future regulations relating to the emissions by our energy suppliers could result in materially increased energy costs for our

operations which we may be unable to pass through to our customers. Although we have secured a large part of our near-term

natural gas and electricity supply under fixed price commitments and annual or multi-year physical supply contracts with

suppliers, future increases in fuel and utility prices, prolonged periods of excessive inflation, and/or disruptions in energy

supply, as we have experienced, may have an adverse effect on our financial condition, results of operations and cash flows.

If we are unable to substantially pass through to our customers the cost of price increases of our raw materials,

which may be subject to volatility, our profitability could be adversely affected.

Prices for the raw materials we require are subject to continuous volatility and may increase from time to time. The

overall price of primary aluminum consists of several components: (i) the underlying base metal component, which is typically

based on quoted prices from the LME; (ii) the regional premium, which represents an incremental price over the base LME

component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal

sold in the United States or the Rotterdam premium for metal sold in Europe); and (iii) the product premium, which represents a

separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity. Each of

these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors,

including the global aluminum supply and demand. Regional premiums tend to vary based on the supply and demand for metal

in a particular region, changes in tariffs and associated warehousing and transportation costs. Product premiums generally are a

function of supply and demand as well as production and raw material costs for a given primary aluminum shape and alloy

combination in a particular region. Raw materials used in our products include alloying elements, such as copper, lithium,

magnesium, manganese, silicon, silver or zinc. Prices for these alloying elements are subject to constant volatility and may

increase significantly from time to time.

The inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs to our

customers or the inability to meaningfully hedge our exposure to such prices could have a material adverse effect on our

business, financial condition, and results of operations and cash flows. In addition, although our sales are generally made on a

"margin over metal (aluminum) price" basis, if aluminum prices or those of the alloying elements we purchase increase, we

may not be able to pass on the entire increase to our customers. There could also be a time lag between when changes in metal

prices under our purchase contracts are effective and the point when we can implement corresponding changes under our sales

contracts with our customers. As a result, we may be exposed to the effects of fluctuations in raw material prices, including

aluminum, due to this time lag. In some of our contracts we may have ineffective pass-through mechanisms related to regional

premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or other costs. We

attempt to mitigate these risks through hedging and by improving the pass-through mechanisms, but we may not be able to

successfully reduce or eliminate all of the resulting impact, including higher operating costs, which could have a material

adverse effect on our financial results and cash flows.

The cyclical and seasonal nature of the metals industry, our end-use markets and our customers’ industries could

adversely affect our financial condition and results of operations.

Our end-markets are cyclical and tend to directly correlate with changes in general and local economic conditions. These

conditions include the level of economic growth, affordable energy sources, employment levels, the availability of financing,

interest rates and consumer confidence. We are particularly sensitive to cyclicality in the aerospace, automotive, defense,

industrial and transportation end-markets. During recessions or periods of low growth, these industries typically experience

major cutbacks in production, resulting in decreased demand for aluminum products. This leads to significant fluctuations in

demand and pricing for our products and services. Because our operations are capital intensive and we generally have high

fixed costs and may not be able to reduce costs and production capacity on a sufficiently rapid basis, our near-term profitability

may be significantly affected by decreased processing volumes. Customer demand is also affected by holiday seasons, seasonal

slowdowns, weather conditions, economic downturns, and other factors beyond our control. In addition, customer demand can

be negatively affected during periods of destocking when inventory levels in the supply chain are higher than normal and our

customers and other participants in the supply chain consume their inventory in order to reduce inventory levels. Accordingly,

cyclical fluctuations and seasonality, reduced demand and pricing pressures may significantly reduce our profitability and

materially adversely affect our financial condition, results of operations and cash flows.

We may be unable to execute and timely complete our expected capital investments or may be unable to achieve

the anticipated benefits of such investments.

Our operations are capital intensive. We may not generate sufficient operating cash flows and our external financing

sources may not be available in sufficient amounts to enable us to make anticipated capital expenditures, or to complete them

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on a timely basis. If we are unable to, or determined not to, complete our expected investments, or such investments are

delayed, we will not realize the anticipated benefits of such investments. In addition, if we are unable to make investments, or if

we delay investments for upgrades and repairs, or purchase new plants and equipment, our financial condition and results of

operations could be materially adversely affected by higher maintenance costs, lower sales volumes due to the impact of

reduced product quality, operational disruptions, reduced production capacity, and other competitive factors. Customer demand

for our products produced on new investments may be slow to materialize, and new equipment may not perform to our

expectations. These factors could adversely affect our results of operations.

We may fail to implement or execute our business strategy, successfully develop, and implement new technology

initiatives and other strategic investments.

Our future financial performance and success depend in large part on our ability to successfully execute our business

strategy, including investing in high-return opportunities in our core markets, focusing on higher-margin, technologically

advanced products, differentiating our products, expanding our strategic relationships with customers, containing our costs, and

executing on our manufacturing productivity improvement programs. Any inability to execute our strategy or delay in its

execution could reduce our expected earnings and could adversely affect our operations overall.

In addition, being at the forefront of technological development is important to remain competitive. We have invested in

and are involved with several technology and process initiatives. Several technical aspects of certain of these initiatives are still

unproven and the eventual commercial outcomes and feasibility cannot be assessed with any certainty. Even if we are

successful with these initiatives, we may not be able to bring them to market as planned before our competitors or at all, and the

initiatives may end up costing more than expected. As a result, the costs and benefits from our investments in new technologies

and their impact on our financial results may vary from present expectations. Further, we have undertaken and may continue to

undertake strategic growth, streamlining and productivity initiatives and investments to improve performance. We cannot be

certain that these initiatives will be completed or that they will have their intended benefits. Capital investments in

debottlenecking or other organic growth initiatives may not produce the returns we expect at the time of committing to the

investment.

We may be affected by climate change or by legal, regulatory, or market responses to such change, and our efforts

to meet sustainability targets or standards or to enhance the sustainability of our businesses may not meet the

expectations of our stakeholders or regulators.

From time to time, our business has been and may continue to be impacted by physical risks associated with climate

change such as severe weather conditions, which can cause floods and other natural disasters and result in outages, supply or

logistics delays, disruptions and shortages (such as prolonged periods of drought which may result in restrictions on water use),

as well as damage to our plants, machinery and equipment and the risk of physical harm to our personnel and others. For

example, our Valais facilities experienced flooding at the end of June 2024 as a result of severe flooding from the Rhône River.

The severity and frequency of natural disasters and severe weather conditions can adversely impact our operations and financial

condition and may be further exacerbated by climate change.

Climate change is a focus of many governments and has led to new laws and regulations and further proposed legislative

and regulatory initiatives in many of the countries in which we, our suppliers and customers operate. Such legal and regulatory

initiatives are subject to changes, as governmental policies relating to such issues evolve. As changes are implemented, existing

and new or revised laws and regulations in this area could directly and indirectly affect us, our customers, and suppliers,

including by increasing the costs of production or impacting demand for and the price of certain products. Changes in law or

government policy may also have the effect of changing the expected timing of projects or initiatives.

Compliance with any new laws or regulations or differing interpretations of existing laws could also require additional

capital and other expenditures by us, our customers or suppliers. We are also subject to environmental reviews, investigations,

and remediation by relevant governmental authorities from time to time. Any increase in the direct or indirect costs in response

to new laws and regulatory requirements could be passed through to us, our customers, and suppliers, which could also have a

negative impact on our financial condition and profitability.

We make statements about our sustainability goals and initiatives through information provided in reports that we file or

furnish with the Securities and Exchange Commission, on our website, in press statements, and in other communications,

including through our Sustainability Reports. Our response to these sustainability considerations and the implementation of

these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements,” and

such response, as well as our ability to achieve such goals, may be impacted by factors that are outside our control.

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In addition, some of our shareholders, investors, customers, or those considering such a relationship with us, may

evaluate our business or other practices according to a variety of sustainability targets, standards and expectations. Further, we

define our own corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders. As a

result, our efforts to conduct our business in accordance with some or all of these targets, standards and expectations (and

applicable laws and regulations) may involve trade-offs and may not satisfy all stakeholders. Some stakeholders may disagree

with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders may also have

different views on the relative prioritization of the Company's sustainability focus, including differing views of regulators in

various jurisdictions in which we operate. Our policies and processes to evaluate and manage sustainability targets and

standards in coordination with other business priorities may not prove completely effective. Any failure, or perceived failure, by

us to achieve our goals, further our initiatives, adhere to our public statements, comply with local or international

environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards

could prompt public, investor, regulatory scrutiny, or result in legal and regulatory proceedings against us, any of which could

materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Our failure to meet customer manufacturing and quality requirements, standards, and demand, or changing

market conditions could have a material adverse impact on our business, reputation, and financial results.

Product manufacturing in our business is a highly complex process. Our customers specify quality, performance, and

reliability standards that we must meet. If our products do not meet these standards or are defective, we may be required to

replace or rework the products. We have experienced product quality, performance or reliability problems and defects from

time to time and similar defects or failures may occur in the future.

Some additional factors that could adversely impact our ability to meet our customer requirements and demand, or

changing market conditions include:

•making substantial capital investments sufficient to repair, maintain, upgrade, and expand our facilities and

equipment. Notwithstanding our ongoing plans and investments to increase our capacity, we may not be able to

maintain our production capacity or expand it quickly enough to meet our customer requirements;

•unplanned business interruptions caused by events such as explosions, fires, inclement weather, floods and other

natural disasters, pandemics or other public health crises, economic and political instability and unrest, wars,

accidents, equipment failure and breakdown, IT systems and process failures, electrical blackouts or outages,

transportation, and global and regional supply interruptions. Any such event or incident at or in proximity to one or

more of our manufacturing facilities or which otherwise affects our business and operations could cause substantial

losses or delays in our production capacity, increase our operating costs, and have a negative financial impact on

the Company and our customers. Business and operational interruptions may also harm our reputation among

actual and potential customers, and the reputation of our customers;

•qualification of our products by our customers can be lengthy and unpredictable as many of these customers have

extensive sourcing and qualification processes, which require substantial time and financial resources, with no

certainty of success or recovery of our related expenses and investments. Failure to qualify or re-qualify our sites

and products may result in us losing such customers or customer contracts; and

•implementing manufacturing processes in new locations, or for new equipment or newly introduced products, may

present difficulties, including operational and manufacturing disruptions, delays, or other complications, which

could adversely affect our ability to timely launch or ramp-up productions and serve our customers.

If these or any other similar manufacturing or quality failures occur, they could result in losses or product recalls,

customer penalties, contract cancellation and product liability exposure. Further, they could adversely affect product demand,

result in negative publicity, damage our reputation, and could lead to loss of customer confidence in our products, which could

have a material adverse impact on our business, financial position, and results of operations.

We are dependent on a limited number of customers for a substantial portion of our sales and a failure to

successfully renew or renegotiate our agreements with such customers may adversely affect our results of operations,

financial condition, and cash flows.

Our business is exposed to customer concentration risk. A significant downturn in the business, credit or financial

condition of our largest customers could expose us to the risk of default on contractual agreements, or reductions or deferrals of

those customers' requirements for our products.

Our customer contracts and related arrangements are subject to renewal, renegotiation, or re-pricing at periodic intervals

or, in some cases, upon changes in competitive and regulatory supply conditions. Some of our customer contracts also provide

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termination rights to our customers or may have provisions that may become less favorable to us over time. If we fail to

successfully renew or renegotiate customer contracts or arrangements, negotiate improved terms, or if we are not successful in

replacing business lost from such customers, then our results of operations, financial condition and cash flows could be

materially adversely affected. Similarly, any material deterioration in, or termination of, these customer relationships could

result in a reduction or loss in sales volume or revenue which could materially adversely affect our results of operations,

financial condition, and cash flows.

Relatedly, we have dedicated facilities serving certain of our customers which subjects us to the inherent risk of increased

dependence on such customers with respect to these facilities. In such cases, the loss of a customer, or the reduction of that

customer’s business at these facilities, or the deterioration of such customer’s credit or financial condition, could materially

adversely affect our financial condition and results of operations, and we may be unable to timely replace, or replace at all, lost

order volumes and revenue.

The ability of large customers to exert leverage in the market to reduce the pricing for our aluminum products could

materially adversely affect our financial position, results of operations and cash flows. In addition, customers in our end-

markets, including the packaging, automotive, and aerospace sectors, may consolidate and grow in a manner that could affect

their relationships with us. If our customers become larger and more concentrated, they could exert financial pressure on all

suppliers, including us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during

periods of raw material and other cost increases. If we are forced to reduce or maintain prices or reduce volumes of production

during periods of increased costs, or if we lose customers because of consolidation, pricing or other methods of competition,

our financial position, results of operations and cash flows may be adversely affected. If as a result of consolidation in our

industry, our competitors are able to exert financial pressure on suppliers, obtain more favorable terms or otherwise take actions

that could increase their competitive strengths, our competitive position may be materially adversely affected.

We are dependent on a limited number of suppliers for a substantial portion of our aluminum supply and general

stability in the primary and scrap aluminum markets, and a failure to successfully renew or renegotiate our agreements

with our suppliers, supply interruptions, and/or adverse changes in the primary and scrap aluminum market dynamic,

may adversely affect our results of operations, financial condition, and cash flows.

Our ability to produce competitively priced aluminum products depends on our ability to procure competitively priced

aluminum in a timely manner and in sufficient quantities to meet our production needs. We have supply arrangements with a

limited number of suppliers for aluminum. Increasing aluminum demand levels and reduced availability have caused regional

supply constraints in the industry and further increases in demand and capacity limitations could exacerbate these issues,

particularly during periods of economic and political instability and conflict. We maintain annual and multi-year contracts for a

majority of our supply requirements and depend on spot purchases for the remainder of such requirements. There can be no

assurance that we will be able to renew or obtain replacements for such contracts. Additionally, if any of our key suppliers are

unable to deliver sufficient quantities on a timely basis, our production may be disrupted, and we could be forced to purchase

primary metal or other raw materials from alternative sources, which may not be available in sufficient quantities or may only

be available on terms that are less favorable to us and could also impact our overall sustainability targets. An interruption in key

supplies required for our operations could have a material adverse effect on our ability to produce and deliver products on a

timely or cost-efficient basis and therefore on our financial condition, results of operations and cash flows. Moreover, a

significant downturn in the business or financial condition of our significant suppliers exposes us to the risk of delays in supply

or default by the supplier on our contractual agreements.

We use a large amount of aluminum scrap for our operations and acquire our scrap inventory from numerous sources.

Our suppliers are generally not bound by long-term contracts and have no obligation to sell aluminum scrap to us. As an

example, a decrease in the supply of used beverage cans could negatively impact our supply of aluminum. In addition, when

using recycled material, we benefit from the difference between the price of primary aluminum and aluminum scrap.

Consequently, if this difference narrows and/or if the primary aluminum price were to decrease for a considerable period of

time or if an adequate supply of aluminum scrap is not available to us, we would be unable to recycle metals at desired volumes

and our results of operations, financial condition and cash flows could be materially adversely affected.

In addition, we use certain alloying elements for our operations, and the production of such alloying elements is highly

concentrated in certain countries. The suppliers of alloying elements are not bound by long-term contracts and have no

obligation to sell products to us. The availability and price exposure of alloying elements have experienced noticeable volatility

since late 2020, and this could continue in the future. Consequently, if prices increase for a considerable period of time or if an

adequate supply of alloying elements is not available to us, we would be unable to produce aluminum at desired volumes and

our results of operations, financial condition and cash flows could be materially adversely affected.

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The loss of certain members of our senior management team or other key employees may have a material adverse

effect on our operating results.

Our success depends, in part, on the efforts of our senior management and other key employees. These individuals,

including our Chief Executive Officer and Chief Financial Officer, possess sales, marketing, engineering, technical,

manufacturing, financial and administrative skills that are critical to the operation of our business. If we lose or suffer an

extended interruption in the services of one or more of our senior officers or other key employees, or the cost of labor

significantly increases, our ability to operate and expand our business, improve our operations, develop new products, and, as a

result, our financial condition, and results of operations may be adversely affected. Moreover, the hiring of qualified individuals

is highly competitive in our industry, which may be impacted by labor shortages, and we may not be able to attract and retain

qualified personnel to replace or succeed members of our senior management or other key employees. Further, the failure to

retain or provide adequate succession plans for key personnel could adversely affect our operations and competitiveness.

We could experience labor disputes and work stoppages, or be unable to renegotiate collective bargaining

agreements, which could disrupt our business and have a negative impact on our financial condition and results of

operations.

A significant number of our employees are represented by unions or equivalent bodies or are covered by collective

bargaining or similar agreements that are subject to periodic renegotiation. Although we believe that we will be able to

successfully negotiate new collective bargaining agreements when the current agreements expire, these negotiations may not

prove successful and may result in a significant increase in the cost of labor or may break down and result in the disruption or

cessation of our operations. In addition, from time to time, we may experience labor disputes and work stoppages at our

facilities, which may or may not be in connection with collective bargaining agreement negotiations. Reasons for stoppages

include disapproval of governmental measures, solidarity with a dismissed employee, wage claims, protests against working

conditions and/or strikes. These disruptions can have a duration ranging from hours to weeks. Existing collective bargaining

agreements may not prevent a strike or work stoppage at our facilities. Any such stoppages or disturbances may adversely affect

our financial condition and results of operations by preventing or limiting plant production and adversely affecting sales

volumes, profitability, and operating costs.

We could be required to make unexpected contributions to our defined benefit pension plans as a result of adverse

changes in interest rates and the capital markets.

We have substantial pension and other post-employment benefit obligations. Most of our pension obligations relate to

defined benefit pension plans for our employees in the United States, Switzerland, France and Germany, and lump sum

indemnities payable to our employees in France and Germany upon retirement or termination. Our estimates of liabilities and

expenses for pensions and other post-retirement benefits incorporate a number of assumptions, including interest rates used to

discount future benefits. Our liquidity or shareholders’ equity in a particular period could be materially adversely affected by

capital market returns that are less than their assumed long-term rate of return or a decline in the rate used to discount future

benefits. Our pension plan assets consist primarily of funds invested in diversified portfolios. If the assets of our pension plans

do not achieve assumed investment returns for any period, such deficiency could result in one or more charges against

shareholders’ equity for that period. In addition, changing economic conditions, poor pension investment returns or other

factors may require us to make unexpected cash contributions to the pension plans in the future, preventing the use of such cash

for other purposes.

FINANCIAL RISKS

Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could

adversely affect our net income, our ability to service our debt or obtain additional financing, and our business

relationships.

We have a material amount of indebtedness, which we are required to manage. We believe that the cash provided by our

operations or future borrowings will be sufficient to provide for our cash requirements for the foreseeable future. However, our

ability to satisfy our obligations depends on our future operating performance and financial results, which are subject, in part, to

factors beyond our control, including interest rates and general economic, financial, and business conditions. We cannot be

certain that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in

an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

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In addition, our level of indebtedness could adversely affect our operations by:

•reducing the availability of our cash flow to fund working capital, capital expenditures, R&D efforts and other

general corporate purposes;

•adversely affecting the terms under which suppliers provide goods and services to us;

•limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we

compete, including limiting our ability to make strategic acquisitions; and

•placing us at a competitive disadvantage compared to our competitors that have less debt.

If we are unable to meet our debt service obligations and pay our expenses, we may be forced to reduce or delay business

activities and capital expenditures, sell assets, obtain additional debt or equity capital, restructure, or refinance all or a portion of

our debt before maturity or take other measures. Such measures may materially adversely affect our business. If these

alternative measures are unsuccessful, we could default on our obligations, which could result in the acceleration of our

outstanding debt obligations and could have a material adverse effect on our business, results of operations and financial

condition.

A failure to comply with our debt covenants could result in an event of default. If we default under our indebtedness, we

may not be able to borrow additional amounts, and our lenders could elect to declare all outstanding borrowings, plus accrued

and unpaid interest, and fees, to be due and payable, or take other remedial actions. Some of our indebtedness is also subject to

cross-default provisions, which means that if an event of default occurs under certain material indebtedness, such event of

default could trigger an event of default under other indebtedness. If our debt payments were to be accelerated, we cannot be

certain that our assets would be sufficient to repay such debt in full and our lenders could consequently foreclose on our

pledged assets.

In addition, a deterioration in our financial position or a downgrade of our credit ratings could adversely affect our

financing levels, limit access to the capital or credit markets or our liquidity facilities, or otherwise adversely affect the

availability of other new financing on favorable terms or at all, result in more restrictive covenants in agreements governing the

terms of any future indebtedness that we incur, increase our borrowing costs, or otherwise impair our business, financial

condition and results of operations. Such deterioration or downgrade of our credit ratings could also have an adverse effect on

our business relationships with customers, suppliers and hedging counterparties.

The agreements governing our debt, including the indentures governing our senior notes, contain, and may in

future financings contain, restrictive covenants that limit our ability to take certain actions, and failure to comply with

these covenants could have material adverse impacts on us.

Our financing arrangements contain restrictions, covenants and events of default that, among other things, impose

limitations on Constellium SE and/or certain of our subsidiaries incurring or guaranteeing additional indebtedness, paying

dividends or making other restricted payments, making investments, granting certain liens, entering into sale and lease-back

transactions, selling assets and subsidiary stock, and merging, consolidating or amalgamating with or into another entity.

Financing arrangements that we enter into in the future could contain similar restrictions and could additionally require us to

comply with similar, new or additional restrictions. Such restrictions could limit our ability to respond to market conditions,

provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional

borrowings we may incur.

Various risks, uncertainties, and events beyond our control, including adverse macroeconomic conditions and reduced

customer demand, could affect our ability to comply with these restrictions and covenants. A failure to comply with our debt

covenants could result in an event of default. If we default under our indebtedness, we may not be able to borrow additional

amounts, and our lenders could elect to declare all outstanding borrowings, plus accrued and unpaid interest, and fees, to be due

and payable, or take other remedial actions. Some of our indebtedness is also subject to cross-default provisions, which means

that if an event of default occurs under certain material indebtedness, such event of default could trigger an event of default

under other indebtedness. If our debt payments were to accelerate, we cannot be certain that our assets would be sufficient to

repay such debt in full and, in the case of our secured indebtedness, our lenders could consequently foreclose on our pledged

assets.

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Our results of operations, cash flows and liquidity could be adversely affected if we are unable to execute on our

hedging policy, if counterparties to our derivative instruments fail to honor their agreements or if we are unable to enter

into certain derivative instruments.

We enter into derivative financial instruments as part of our efforts to reduce our exposure to changes in currency

exchange rates, aluminum prices and other raw materials and energy prices. If we are unable to enter into such derivative

instruments to manage those risks due to the cost or availability of such instruments or other factors, or if we are not successful

in passing through the costs of our risk management activities, our results of operations, cash flows and liquidity could be

adversely affected. Our ability to realize the benefit of our hedging program is dependent upon many factors, including factors

that are beyond our control. For example, our foreign exchange hedges are scheduled to mature on the expected payment date

by the customer; therefore, if the customer fails to pay an invoice on time and does not warn us in advance, we may be unable

to reschedule the maturity date of the foreign exchange hedge, which could result in an outflow of foreign currency that will not

be offset until the customer makes the payment. We may realize a gain or a loss in unwinding such hedges. In addition, our

metal-price hedging program depends on our ability to match our monthly exposure to sold and purchased metal, which can be

made difficult by seasonal variations in metal demand, unplanned changes in metal delivery dates by us, our suppliers, or our

customers and other disruptions to our inventories. We may also be exposed to losses if the counterparties to our derivative

instruments fail to honor their agreements.

With the exception of hedges on certain long-term aerospace contracts, we do not apply hedge accounting to our

derivative financial instruments. Unrealized gains and losses on our derivative financial instruments that do not qualify for

hedge accounting are reported in our consolidated results of operations, or in the case of hedges relating to our indebtedness, in

Finance cost - net. The inclusion of such unrealized gains and losses in earnings may produce significant period-over-period

earnings volatility that is not necessarily reflective of our underlying operating performance. In addition, adverse market price

movements that reduce the fair value of our derivative positions may cause our mark‑to‑market requirements to exceed our

available credit lines, which could result in counterparties requiring us to post cash collateral.

At certain times, hedging instruments may simply be unavailable or not available on terms acceptable to us. In addition,

current legislation increases the regulatory oversight of over-the-counter derivatives markets and derivative transactions. The

companies and transactions that are subject to these regulations may change. If future regulations subject us to additional capital

or margin requirements or other restrictions on our foreign exchange and commodity positions, this could have an adverse

effect on our financial condition and results of operations.

Changes in income tax rates or income tax laws, additional income tax liabilities due to unfavorable resolution of

tax audits, and challenges to our tax position could have a material adverse impact on our financial results.

We operate in multiple tax jurisdictions and believe that we file our tax returns in compliance with the tax laws and

regulations of these jurisdictions. Various factors determine our effective tax rate and/or the amounts we are required to pay,

including changes in or interpretations of tax laws and regulations in any given jurisdiction or global and/or EU-based

initiatives, changes in geographical allocation of income and expense, the ability to use net operating loss and other tax

attributes, and the evaluation of deferred tax assets that requires significant judgment. Any resulting changes to our effective tax

rate could materially adversely affect our financial position, liquidity, results of operations and cash flows.

In addition, due to the size and nature of our business, we are subject to ongoing reviews by tax authorities on various tax

matters, including challenges to positions we assert on our income tax and withholding tax returns. We accrue income tax

liabilities and tax contingencies based upon our best estimate of the taxes ultimately expected to be paid after considering our

knowledge of all relevant facts and circumstances, existing tax laws and regulations and how the tax authorities and courts view

certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and updated

over time. Any material adverse review could impact our financial position and results of operations.

LEGAL, GOVERNANCE AND COMPLIANCE RISKS

Significant legal proceedings and investigations, proprietary claims, regulatory and compliance costs, including

with regard to environmental matters, could increase our operating costs and adversely affect our financial condition

and results of operations.

We may from time to time be involved in, or be the subject of, disputes, proceedings and investigations with respect to a

variety of matters, including matters related to personal injury, product liability and warranty claims, intellectual property rights

or defending claims of infringement, employees, taxes, contracts, anti-competitive or anti-corruption practices as well as other

disputes and proceedings that arise in the ordinary course of our business. It could be costly to address these claims or any

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related investigations, whether meritorious or not, and if found liable, we could be required to pay substantial monetary

damages. Legal proceedings and investigations could also divert management’s attention as well as operational resources,

adversely affecting our financial position, results of operations, cash flows, and reputation.

We believe that our intellectual property has significant value and is important to the marketing of our products and

maintaining our competitive advantage. Although we attempt to protect our intellectual property rights through a combination

of patent, trademark, trade secret and copyright laws, as well as through confidentiality and nondisclosure agreements and other

measures, these measures may not be adequate to fully protect our rights. Further, we have a presence in China, which

historically has afforded less protection to intellectual property rights than the United States or Europe. Our failure to obtain or

maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our

business, results of operations and financial condition. We therefore may incur significant costs protecting such rights.

Our operations are subject to international, national, state, and local laws and regulations in the jurisdictions where we do

business, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of

hazardous substances and wastes, the remediation of contaminated sites, and employee health and safety. As of December 31,

2025, we had environmental remediation costs provisions of $98 million. Future environmental regulations, requirements or

more aggressive enforcement of existing regulations could impose stricter compliance requirements on us and on the industries

in which we operate, such as legislative efforts to limit greenhouse gas emissions, including carbon dioxide. If we are unable to

comply with these laws and regulations, we could incur substantial costs, including fines and civil or criminal sanctions, or

costs associated with upgrades to our facilities or changes in our manufacturing processes in order to achieve and maintain

compliance. In addition, changes to these laws and regulations could result in us being required to incur additional costs.

Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid

or be subject to claims for damages.

According to the Company’s articles of association (“Articles of Association”), any person, acting alone or in concert

within the meaning of Article L. 233-10 of the French Commercial Code, who comes into possession, other than following a

voluntary takeover offer, directly or indirectly, of more than 30% of the capital or voting rights of the Company, is required to

launch a takeover offer for all the shares and all securities granting access to the Company's shares or voting rights (i.e.,

securities providing for voting rights or convertible into, or exercisable for, shares), and on terms that comply with applicable

U.S. securities laws, and SEC and NYSE rules and regulations. The same requirement applies to persons, acting alone or in

concert, who directly or indirectly own a number between 30% and half of the total number of equity securities or voting rights

of the Company and who, in less than twelve consecutive months, increase the holding, in capital or voting rights, by at least

1% of the total number of equity securities or voting rights of the Company.

The rights of our shareholders may be different from the rights of shareholders of U.S. companies and provisions

of our organizational documents and applicable law may impede or discourage a takeover, which could deprive our

investors of the opportunity to receive a premium for their ordinary shares or to make changes to our Board of

Directors.

Our corporate affairs are governed by the Company’s Articles of Association and by the laws governing companies

incorporated in France. The rights of shareholders and the responsibilities of members of our Board of Directors may be

different from the rights of shareholders and duties of directors in companies governed by the laws of U.S. jurisdictions. In the

performance of its duties, our Board of Directors is required by French law to consider the interests of the Company, its

shareholders, its employees, and other stakeholders, in all cases with due consideration to the principles of reasonableness and

fairness. It is possible that some of these stakeholders could have interests that are different from, or in addition to, our

shareholders’ interests.

Under French law shareholders generally do not have the right to bring a derivative action on behalf of a company or to

bring an action against a third party on their own behalf to recover indirect losses sustained by them as a result of the third

party’s breach of contractual or other obligations to the Company. Only in the event that the acts or omissions of the third party

also constitute a tort towards the shareholder, causing it direct, personal, and definite loss or damage, may the shareholder itself

have an individual right of action against such third party.

The French Consumer Code provides for the possibility to initiate class actions (actions en représentation conjointe);

however, such class actions are not available with respect to acts which affect the rights of shareholders. Approved associations

of shareholders or investors are allowed to bring claims in respect of wrongful acts harming the “collective interest” of the

investors or of certain categories of investors (or to exercise derivative action under certain conditions). Such associations may

request that the court orders responsible persons to comply with relevant legal requirements to end irregularities or eliminate

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their effects. They may also seek indemnification in the name of individual investors who have suffered individual damages if

mandated by at least two such investors.

The provisions of French corporate law and the Articles of Association have the effect of concentrating control over

certain corporate decisions and transactions in the hands of our Board of Directors. As a result, holders of our shares may have

more difficulty in protecting their interests in the face of actions by members of the Board of Directors than if we were

incorporated in the United States.

In addition, several provisions of the Articles of Association and the laws of France may discourage, delay or prevent a

potential investment, merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to

disclose the crossing of ownership thresholds. Under French law, our shareholders’ meeting may empower our Board of

Directors to issue shares, or warrants to subscribe new shares, and restrict or exclude preemptive rights on the issue of those

shares or warrants, including in the context of takeover offers. These provisions could impede the ability of our shareholders to

benefit from a change in control and, as a result, may materially adversely affect the market price of our ordinary shares and our

shareholders’ ability to realize any potential change of control premium. French law does not grant appraisal rights to a

company’s shareholders who wish to challenge the consideration to be paid upon a domestic legal merger or demerger of a

company. In addition, provisions of French law allowing the owner of 90% of the share capital and voting rights of a French

public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to

companies listed on a stock exchange of the EU and are therefore not applicable to us.

United States civil liabilities may not be enforceable against the Company.

We are incorporated as an SE under the laws of France and a majority of our directors and officers reside outside the

United States. It may be difficult for investors to effect service of process within the United States upon the Company or other

persons residing outside the United States. It may also be difficult to enforce outside of the United States judgments delivered

by U.S. courts in any action, including under the civil liability provisions of U.S. federal securities laws or to enforce rights

under U.S. federal securities laws in foreign courts.

There is no treaty between the United States and France for the mutual recognition and enforcement of judgments (other

than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any

U.S. court based on civil liability would not be enforceable in France unless recognized by French courts in accordance with

French law. Moreover, a SEC decision ordering the payment of a fine would not be enforceable in France.

If a U.S. judgment is not recognized in France, the parties would have to re-litigate their dispute before a French court,

provided such court has jurisdiction over the dispute. Accordingly, there can be no assurance that U.S. investors will be able to

enforce any civil judgments obtained in U.S. courts, including under U.S. federal securities laws, against the Company or our

directors, our officers or certain experts who are residents of France or other foreign countries. In addition, there is doubt as to

whether a French court would impose civil liability on the Company, our directors, our officers or certain of our experts in an

action based on U.S. federal securities laws even if brought in a French court of competent jurisdiction.

Any inability of the Company to continue to benefit from French provisions applicable to registered

intermediaries (“intermédiaires inscrits”) could adversely affect the rights of shareholders.

Article 198 of the Pacte Act amended the French Commercial Code (article L. 228-1) in a way that allows us to maintain

our current shareholder ownership structure in the United States. The French Commercial Code (as amended by the Pacte Act)

allows an intermediary to be registered for the account of holders of shares of French companies which are admitted to trading

solely on a market in a non-EU country that is considered equivalent to a regulated market pursuant to paragraph (a) of Article

25(4) of Directive EC2014/65/EU (which, pursuant to the European Commission decision dated December 13, 2017, includes

the NYSE).

We use a French registered intermediary for the account of our beneficial owners (the “French Intermediary”). If the

French Intermediary fails to comply with the French provisions applicable to registered intermediaries (intermédiaires inscrits),

and if we are unable to find an appropriate substitute, or if the European Commission no longer considered the NYSE as

equivalent to an EU regulated market as described above, we might not be able to comply with existing French laws regarding

the holding of shares in the “au porteur” (bearer) form, and shares would have to be held in “au nominatif” (registered) form.

In such case, the Company would need to maintain at all times a register with the name of (and number of shares held by) each

shareholder, which could adversely affect the rights of our shareholders, including potentially the right to exercise their voting

rights as Company shareholders as only shareholders registered on such register would be entitled to vote.

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If dividends were paid by our Company, it is uncertain whether our non-resident French shareholders would

actually obtain the elimination or reduction of the French domestic dividend withholding tax to which they would be

entitled.

In accordance with domestic or double tax treaty provisions, shareholders may be entitled to an elimination or reduction

of the default French withholding tax, on dividends distributed by the Company (i.e., 12.8%, 25%, or 75% in the case where the

dividends are paid in non-cooperative States or territories within the meaning of article 238-0 A 1, 2 and 2 bis-1° of the French

tax code), subject to the French paying agent of the dividends being provided with the required information and documentation

relating to the tax status of the shareholders. Numerous intermediaries would be involved in the process of transmitting the

relevant information and documentation from our shareholders to the French paying agent in case of the distribution of

dividends by the Company. As a result, this process may potentially jeopardize the ability for our non-resident French

shareholders to obtain the elimination or reduction of the French withholding tax to which they are entitled.

If dividends were paid by our Company, it is uncertain whether our shareholders would actually obtain the

elimination or reduction of the Dutch domestic dividend withholding tax to which they would be entitled.

Since the Company was initially incorporated under Dutch law it is deemed to be resident of the Netherlands for Dutch

dividend withholding tax purposes. Dividends paid on our ordinary shares since the transfer of domicile of our parent company

from the Netherlands to France are therefore, based on Dutch domestic law, still subject to Dutch dividend withholding tax at a

rate of 15%. Since our corporate seat has been transferred to France as of December 12, 2019, our dividends paid on our

ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on

the basis of the double tax treaty between the Netherlands and France. However, both French and Dutch dividend withholding

tax may be required to be withheld from any such dividends paid, if and when paid to Dutch resident holders of our ordinary

shares and to non-Dutch resident holders of our ordinary shares that have a permanent establishment in the Netherlands to

which the ordinary shares are attributable. According to the Dutch tax authorities, Dutch dividend withholding tax must also be

withheld, in addition to the French withholding tax on dividends paid insofar as the identity of our shareholders cannot be

determined by the Company and therefore such shareholders would not be able to obtain elimination or reduction of the Dutch

domestic dividend withholding tax.

The French Ruling (as defined below) could be revoked if the description and legal analysis of the holding

structure of the shares of the Company after the completion of its transfer from the Netherlands to France was

inaccurate.

In connection with our transfer of domicile in 2019 from the Netherlands to France, the French tax authorities notably

confirmed by a ruling dated October 11, 2019 (the “French Ruling”) that the purchases of ordinary shares of the Company were

not subject to registration duties in France, subject to the absence of any deed concluded in France, and were not subject to the

French financial transaction tax. Such confirmation is based on the description and legal analysis of the holding structure of the

shares of the Company made by the Company to the French tax authorities in our request for its ruling. If the French tax

authorities were to consider that the description or legal analysis in the ruling request with regards to the holding structure of

the shares of the Company is inaccurate, notably to the extent that such description and analysis are based on U.S. securities law

notions that are foreign to French law, the French tax authorities could decide to revoke the French Ruling and such decision

could have adverse tax consequences for our shareholders.

Purchases of our ordinary shares could be subject to the French financial transaction tax if the NYSE were to be

formally recognized as a foreign regulated market by the French Financial Market Authority or the applicable

provisions of the French tax code were amended.

Pursuant to Article 235 ter ZD of the French tax code, purchases of equity instruments or similar securities of a French

company listed on a regulated market of the EU or on a foreign regulated market formally recognized as such by the French

Financial Market Authority (the “AMF”) are subject to a French tax on financial transactions at a rate of 0.4% following the

adoption of the Finance bill for 2025 provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1

of the year preceding the taxation year. On the date hereof, the NYSE is not formally recognized as a foreign regulated market

by the AMF.

If the NYSE were to be formally recognized as a foreign regulated market by the AMF in the future, or if Article 235 ter

ZD of the French tax code were amended to include the NYSE as a foreign regulated market, the French financial transaction

tax could be due on purchases of ordinary shares of the Company.

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GENERAL RISKS

Disruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information

security breaches, could result in reputational harm and other negative consequences and have a material adverse effect

on our business, financial conditions and results of operations.

We rely on internal and externally managed information technology (“IT”) systems to effectively manage and operate our

business, including such processes as data collection, accounting, financial reporting, communications, supply chain, order

entry and fulfillment, other business processes, and in operating our equipment. The failure of any our IT systems to perform

efficiently could disrupt our business and could result in transaction errors, processing inefficiencies, limited equipment

utilization, the loss of sales, customers, or intellectual property, causing our business and financial results to suffer. A failure in,

or breach of, our IT systems as a result of cyber-attacks or information security breaches could disrupt our business, result in

the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs or cause losses.

As cyber threats continue to evolve, we periodically adjust our security measures and procedures to allow us to investigate and

seek to promptly remediate any information security issues. Information security risks continue to grow with the ongoing

proliferation of new technologies, such as artificial intelligence (“AI”) and machine learning, and the sophistication and high

level of activity of perpetrators of cyber-attacks, particularly during periods of domestic and international conflict, and

geopolitical tension. Moreover, with remote working remaining an option for our personnel, we continue to have a dependency

on remote equipment and connectivity infrastructure to access critical business systems that may be subject to failure,

disruption, or unavailability, and which increases our exposure to security breaches. Any of these events could negatively

impact our operations. We did not have any significant security incidents or intrusions in 2025 that adversely impacted our

systems or business.

We evaluate our IT systems and security processes on a continuing basis, including conducting third party security

assessments. We continue to make investments and adopt measures designed to enhance our protection, detection, response,

and recovery capabilities, and to mitigate potential risks to our technology, products, services, and operations from potential

cyber-attacks. However, given the unpredictability, nature, and scope of cyber-attacks, it is possible that potential

vulnerabilities could go undetected for an extended period. We, and our suppliers, could potentially be subject to operational

disruption to our respective information systems, which could cause production downtime, operational delays or outages, other

adverse impacts on our operations or ability to provide products and services to our customers, the compromise of confidential

or otherwise protected information, misappropriation, destruction or corruption of data (including customer and order data),

security breaches, other manipulation or improper use of our or third-party systems, networks or products. Any of the

aforementioned events could lead to financial losses from remedial actions, loss of business or potential liability, and/or damage

our reputation, which could have a material adverse effect on our competitive position, results of operations, cash flows or

financial condition. The use of new and evolving technologies, such as AI, presents risks and challenges that can impact our

business. Unauthorized use or misuse of AI by the Company's employees, vendors or others may result in the disclosure of

confidential company or customer data, reputational harm, privacy law violations, cybersecurity risks, and legal liability.

For further information regarding our cybersecurity risk management processes see Item 1C. Cybersecurity.

We may be exposed to fraud, misconduct, corruption, or other illegal activity which could harm our reputation

and our financial results.

We may be exposed to fraud, misconduct, corruption or other illegal activity by our employees, independent contractors,

consultants, commercial partners, and vendors. Despite the internal controls and the policies and procedures we have developed

and implemented to comply with anti-bribery, anti-money laundering, anti-corruption and other laws, violations or misconduct

by these parties could include intentional, reckless, and negligent conduct, which can be difficult to detect, and such policies

and procedures may not be effective in all instances to prevent these actions.