Constellium(CSTM) - 2025 Q2 - Quarterly Report

PART I Item 1. Financial Statements This section presents Constellium SE's unaudited interim condensed consolidated financial statements, including income statements, comprehensive income, balance sheets, changes in equity, and cash flows, along with detailed notes on business operations, accounting policies, segment information, and financial instruments for the periods ended June 30, 2025 and 2024 Consolidated Income Statements This section provides a summary of the company's consolidated income statements for the three and six months ended June 30, 2025 and 2024 Consolidated Income Statement Highlights (in millions of U.S. dollar) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | 2,103 | 1,932 | 8.85% | 4,082 | 3,812 | 7.08% | | Income before tax | 56 | 104 | -46.15% | 118 | 134 | -11.94% | | Net income | 36 | 77 | -53.25% | 74 | 99 | -25.25% | | Basic EPS | 0.25 | 0.52 | -51.92% | 0.51 | 0.66 | -22.73% | | Diluted EPS | 0.25 | 0.51 | -50.98% | 0.51 | 0.65 | -21.54% | Consolidated Statements of Comprehensive Income This section details the consolidated statements of comprehensive income, including net income and other comprehensive income components Consolidated Statements of Comprehensive Income Highlights (in millions of U.S. dollar) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Net income | 36 | 77 | -53.25% | 74 | 99 | -25.25% | | Other comprehensive income / (loss) | 28 | (5) | -660.00% | 39 | (16) | -343.75% | | Total comprehensive income | 64 | 72 | -11.11% | 113 | 83 | 36.14% | Consolidated Balance Sheets This section presents the company's consolidated balance sheets, outlining assets, liabilities, and equity at June 30, 2025, and December 31, 2024 Consolidated Balance Sheet Highlights (in millions of U.S. dollar) | Metric | At June 30, 2025 | At December 31, 2024 | Change (%) | | :-------------------------------- | :----------------- | :------------------- | :--------- | | Total current assets | 2,312 | 1,834 | 26.06% | | Total non-current assets | 3,056 | 2,900 | 5.38% | | Total assets | 5,368 | 4,734 | 13.39% | | Total current liabilities | 1,873 | 1,446 | 29.53% | | Total non-current liabilities | 2,696 | 2,561 | 5.27% | | Total liabilities | 4,569 | 4,007 | 14.03% | | Total equity | 799 | 727 | 9.90% | Consolidated Statements of Changes in Equity This section outlines the changes in the company's total equity, net income, other comprehensive income, and share repurchases over specified periods Consolidated Statements of Changes in Equity Highlights (in millions of U.S. dollar) | Metric | At June 30, 2025 | At March 31, 2025 | At January 1, 2025 | | :-------------------------------- | :----------------- | :---------------- | :----------------- | | Total equity | 799 | 765 | 727 | | Net income (Q2 2025) | 36 | 37 | - | | Other comprehensive income (Q2 2025) | 27 | 11 | - | | Repurchase of ordinary shares (Q2 2025) | (35) | (15) | - | | Metric | At June 30, 2024 | At March 31, 2024 | At January 1, 2024 | | :-------------------------------- | :----------------- | :---------------- | :----------------- | | Total equity | 796 | 751 | 742 | | Net income (Q2 2024) | 76 | 21 | - | | Other comprehensive loss (Q2 2024) | (5) | (11) | - | | Repurchase of ordinary shares (Q2 2024) | (32) | (7) | - | Consolidated Statements of Cash Flows This section summarizes the company's cash flows from operating, investing, and financing activities for the three and six months ended June 30, 2025 and 2024 Consolidated Statements of Cash Flows Highlights (in millions of U.S. dollar) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Net cash flows from operating activities | 114 | 138 | -17.40% | 172 | 175 | -1.71% | | Net cash flows used in investing activities | (72) | (61) | 18.03% | (131) | (111) | 18.02% | | Net cash flows used in financing activities | (36) | (41) | -12.20% | (62) | (51) | 21.57% | | Net increase / (decrease) in cash and cash equivalents | 6 | 36 | -83.33% | (21) | 13 | -261.54% | | Cash and cash equivalents - end of period | 133 | 228 | -41.67% | 133 | 228 | -41.67% | Notes to the Unaudited Interim Condensed Consolidated Financial Statements This section provides detailed notes supporting the unaudited interim condensed consolidated financial statements NOTE 1 - Business and Summary of Accounting Policies This note describes Constellium SE's business operations, its status as a U.S. domestic filer, and the summary of significant accounting policies - Constellium SE is a global leader in the design and manufacture of innovative specialty rolled and extruded aluminum products for aerospace, packaging, automotive, commercial transportation, general industrial, and defense markets, operating 25 manufacturing facilities, 3 R&D centers, and 3 administrative centers as of June 30, 2025[21] - The company no longer qualifies as a Foreign Private Issuer as of June 30, 2025, and will continue to file annual reports on Form 10-K and quarterly reports on Form 10-Q, and will begin filing other U.S. domestic forms starting January 1, 2026[7] - The financial statements are prepared in accordance with U.S. GAAP and SEC regulations for interim periods, relying on management's judgments, estimates, and assumptions, particularly for asset impairment, post-employment benefits, tax uncertainties, and loss contingencies[24][25] - The Group is evaluating the impact of new FASB ASUs: ASU 2023-09 (Improvements to Income Tax Disclosures, effective for annual periods after Dec 15, 2024) and ASU 2024-03 (Expense Disaggregation Disclosures, effective for annual periods after Dec 15, 2026), with no material impact on financial position, results, or cash flows expected from these adoptions[26][28][29] NOTE 2 - Revenue This note details the company's revenue breakdown by product line and its revenue recognition policies Revenue by Product Line (in millions of U.S. dollar) | Product Line | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Aerospace rolled products | 267 | 262 | 1.91% | 534 | 548 | -2.55% | | Transportation, industry, defense and other rolled products | 200 | 212 | -5.66% | 368 | 396 | -7.12% | | Packaging rolled products | 912 | 729 | 25.10% | 1,780 | 1,400 | 27.14% | | Automotive rolled products | 295 | 320 | -7.79% | 586 | 631 | -7.13% | | Specialty and other thin-rolled products | 26 | 28 | -7.14% | 50 | 60 | -16.67% | | Automotive extruded products | 249 | 250 | -0.40% | 483 | 513 | -5.85% | | Other extruded products | 154 | 131 | 17.56% | 281 | 264 | 6.44% | | Total revenue by product line | 2,103 | 1,932 | 8.85% | 4,082 | 3,812 | 7.08% | - Revenue is primarily recognized at a point in time, with less than 1% from products with no alternative use where the company has a right to payment[31] NOTE 3 - Segment Information This note provides financial information for Constellium's three reportable segments: A&T, P&ARP, and AS&I - Constellium operates through three reportable segments: Aerospace & Transportation (A&T), Packaging & Automotive Rolled Products (P&ARP), and Automotive Structures & Industry (AS&I), plus Holdings & Corporate (H&C)[32] Segment Adjusted EBITDA (in millions of U.S. dollar) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | A&T | 78 | 90 | -13.33% | 153 | 177 | -13.56% | | P&ARP | 74 | 66 | 12.12% | 135 | 114 | 18.42% | | AS&I | 18 | 30 | -40.00% | 34 | 63 | -46.03% | | H&C | (12) | (6) | 100.00% | (23) | (14) | 64.29% | | Total Segment Adjusted EBITDA | 159 | 180 | -11.70% | 299 | 340 | -12.06% | Segment Capital Expenditures (in millions of U.S. dollar) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | A&T | (16) | (21) | -23.81% | (29) | (40) | -27.50% | | P&ARP | (41) | (45) | -8.89% | (75) | (74) | 1.35% | | AS&I | (15) | (16) | -6.25% | (29) | (34) | -14.71% | | H&C | (1) | (2) | -50.00% | (1) | (3) | -66.67% | | Total capital expenditures | (73) | (84) | -13.10% | (134) | (151) | -11.26% | Segment Assets (in millions of U.S. dollar) | Segment | At June 30, 2025 | At December 31, 2024 | Change (%) | | :-------------------- | :----------------- | :------------------- | :--------- | | A&T | 1,379 | 1,172 | 17.66% | | P&ARP | 2,343 | 2,118 | 10.62% | | AS&I | 774 | 651 | 18.90% | | H&C | 381 | 313 | 21.73% | | Segment assets | 4,877 | 4,254 | 14.64% | | Total assets | 5,368 | 4,734 | 13.39% | NOTE 4 - Other Gains and Losses - Net This note details the components of other gains and losses, including derivatives, asset impairment, and specific event impacts Other Gains and Losses - Net (in millions of U.S. dollar) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Realized (losses) / gains on derivatives | (25) | 24 | -204.17% | (19) | 13 | -246.15% | | Unrealized gains on derivatives at fair value through profit and loss - net | 33 | 4 | 725.00% | 21 | — | N/A | | Impairment of assets | — | (5) | -100.00% | — | (8) | -100.00% | | Result from the flood in Valais | (2) | (6) | -66.67% | 2 | (6) | -133.33% | | Total other gains and losses - net | 4 | 13 | -69.23% | (1) | (5) | -80.00% | - The $2 million loss from the Valais flood in Q2 2025 was due to clean-up costs, while the $2 million gain for the six months ended June 30, 2025, includes $9 million in insurance proceeds partially offset by $7 million in clean-up costs[35][130] NOTE 5 - Finance Costs - Net This note outlines the company's finance costs, including interest expense and gains/losses on debt derivatives and exchange rates Finance Costs - Net (in millions of U.S. dollar) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Interest expense on borrowings | (25) | (22) | 13.64% | (50) | (47) | 6.38% | | Realized and unrealized losses on debt derivatives at fair value | (17) | — | N/A | (26) | (1) | 2500.00% | | Realized and unrealized exchange gains on financing activities - net | 18 | — | N/A | 28 | 1 | 2700.00% | | Finance costs - net | (29) | (25) | 16.00% | (56) | (52) | 7.69% | - The increase in finance costs was primarily due to higher borrowings on the Pan-U.S. ABL and increased costs of Senior Notes following the August 2024 refinancing[131][132] NOTE 6 - Income Tax This note presents the company's effective tax rate and discusses factors influencing its changes Effective Tax Rate | Period | Effective Tax Rate 2025 | Effective Tax Rate 2024 | | :-------------------------------- | :---------------------- | :---------------------- | | Three months ended June 30, | 35.7% | 26.0% | | Six months ended June 30, | 37.6% | 26.0% | - The increase in the effective tax rate for 2025 is primarily due to a temporary surtax enacted in France in February 2025, raising the statutory tax rate to 29.28% from 25.82% in 2024, and the geographical mix of pre-tax results[45][135] NOTE 7 - Earnings Per Share This note provides details on basic and diluted earnings per share calculations, including weighted-average shares outstanding Earnings Per Share (in U.S. dollars) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to equity holders of Constellium | 36 | 76 | 73 | 97 | | Basic EPS | 0.25 | 0.52 | 0.51 | 0.66 | | Diluted EPS | 0.25 | 0.51 | 0.51 | 0.65 | | Basic - weighted-average ordinary shares outstanding | 140,820,828 | 146,271,938 | 141,665,123 | 146,534,099 | | Diluted - weighted-average ordinary shares | 142,244,399 | 149,232,873 | 143,173,924 | 149,721,951 | NOTE 8 - Trade Receivables and Other This note details the composition of current and non-current trade and other receivables, including factoring program impacts Trade Receivables and Other (in millions of U.S. dollar) | Item | At June 30, 2025 (Current) | At December 31, 2024 (Current) | Change (%) | | :-------------------------------- | :--------------------------- | :----------------------------- | :--------- | | Trade receivables - net | 679 | 381 | 78.22% | | Total other receivables | 126 | 105 | 20.00% | | Total trade receivables and other | 805 | 486 | 65.64% | | Item | At June 30, 2025 (Non-current) | At December 31, 2024 (Non-current) | Change (%) | | :-------------------------------- | :----------------------------- | :--------------------------------- | :--------- | | Total other receivables | 40 | 36 | 11.11% | | Total trade receivables and other | 40 | 36 | 11.11% | - The Group incurred $11 million and $10 million in expenses related to factoring programs for the six months ended June 30, 2025 and 2024, respectively, recorded in Other gains and losses - net[51] NOTE 9 - Inventories This note provides a breakdown of the company's inventory by category, including finished goods, work in progress, and raw materials Inventories (in millions of U.S. dollar) | Item | At June 30, 2025 | At December 31, 2024 | Change (%) | | :---------------- | :----------------- | :------------------- | :--------- | | Finished goods | 273 | 250 | 9.20% | | Work in progress | 639 | 571 | 11.91% | | Raw materials | 308 | 260 | 18.46% | | Stores and supplies | 108 | 100 | 8.00% | | Total inventories | 1,328 | 1,181 | 12.45% | NOTE 10 - Trade Payables and Other This note details the composition of current and non-current trade payables and other liabilities Trade Payables and Other (in millions of U.S. dollar) | Item | At June 30, 2025 (Current) | At December 31, 2024 (Current) | Change (%) | | :-------------------------------- | :--------------------------- | :----------------------------- | :--------- | | Trade payables | 1,294 | 959 | 34.93% | | Employees' entitlements | 245 | 204 | 20.10% | | Contract liabilities and other liabilities to customers | 73 | 65 | 12.31% | | Operating lease liabilities | 21 | 17 | 23.53% | | Other payables | 84 | 64 | 31.25% | | Total current trade payables and other | 1,717 | 1,309 | 31.17% | | Item | At June 30, 2025 (Non-current) | At December 31, 2024 (Non-current) | Change (%) | | :-------------------------------- | :----------------------------- | :--------------------------------- | :--------- | | Contract liabilities and other liabilities to customers | 31 | 33 | -6.06% | | Operating lease liabilities | 103 | 95 | 8.42% | | Other payables | 35 | 28 | 25.00% | | Total non-current trade payables and other | 169 | 156 | 8.33% | NOTE 11 - Debt This note outlines the company's total debt, including secured ABL, senior unsecured notes, and compliance with debt covenants Total Debt (in millions of U.S. dollar) | Item | At June 30, 2025 (Carrying Value) | At December 31, 2024 (Carrying Value) | Change (%) | | :-------------------------------- | :-------------------------------- | :------------------------------------ | :--------- | | Secured Pan-U.S. ABL | 71 | 56 | 26.79% | | Senior Unsecured Notes (various maturities) | 1,528 | 1,489 | 2.62% | | Finance lease liabilities | 31 | 30 | 3.33% | | Other loans | 43 | 30 | 43.33% | | Total debt | 2,026 | 1,918 | 5.63% | | Of which non-current | 1,972 | 1,879 | 4.95% | | Of which current | 54 | 39 | 38.46% | - The €100 million French Inventory Facility was extended until December 2027 and was undrawn at June 30, 2025[58] - The Group was in compliance with all applicable financial debt covenants at June 30, 2025, and December 31, 2024[59] NOTE 12 - Financial Instruments This note describes the company's use of derivative financial instruments for hedging foreign exchange and commodity price risks Fair Value of Derivatives Instruments (in millions of U.S. dollar) | Item | At June 30, 2025 (Total) | At December 31, 2024 (Total) | Change (%) | | :-------------------------------- | :----------------------- | :--------------------------- | :--------- | | Fair value of derivatives instruments - assets | 67 | 26 | 157.69% | | Fair value of derivatives instruments - liabilities | 35 | 54 | -35.20% | - The Group uses foreign exchange forwards and swaps to hedge committed and highly probable forecasted foreign currency operational transactions, with a substantial portion designated for hedge accounting (total nominal amount of $345 million at June 30, 2025)[66][67] - The Group's policy is to minimize exposure to aluminum price volatility by passing through the risk to customers and using derivatives where necessary, also purchasing copper, aluminum premium, silver, zinc, and natural gas derivatives to offset commodity exposure[76][77][78] NOTE 13 - Pension and Other Post-Employment Benefit Obligations This note details the company's expected contributions to defined benefit pension plans and other post-retirement benefit plans - For the year ended December 31, 2025, the company expects to contribute approximately $30 million to defined benefit pension plans and $14 million to other post-retirement and long-term benefit plans[82] NOTE 14 - Provisions This note outlines the company's current and non-current provisions for close-down, environmental remediation, restructuring, and legal claims Provisions (in millions of U.S. dollar) | Item | At June 30, 2025 (Current) | At December 31, 2024 (Current) | Change (%) | | :-------------------------------- | :--------------------------- | :----------------------------- | :--------- | | Close down and environmental remediation costs | 17 | 13 | 30.77% | | Restructuring costs | 1 | 3 | -66.67% | | Legal claims and other costs | 10 | 9 | 11.11% | | Total current provisions | 28 | 25 | 12.00% | | Item | At June 30, 2025 (Non-current) | At December 31, 2024 (Non-current) | Change (%) | | :-------------------------------- | :----------------------------- | :--------------------------------- | :--------- | | Close down and environmental remediation costs | 82 | 79 | 3.80% | | Restructuring costs | — | 1 | -100.00% | | Legal claims and other costs | 12 | 11 | 9.09% | | Total non-current provisions | 94 | 91 | 3.30% | - Environmental remediation and close-down provisions are based on estimated future costs and are expected to be settled over the next 40 years[84] NOTE 15 - Share Capital This note provides information on Constellium SE's share capital, including the number of issued, treasury, and outstanding ordinary shares - As of June 30, 2025, Constellium SE's share capital amounted to €2,936,397.68, divided into 146,819,884 ordinary shares with a nominal value of €0.02 each[86] Ordinary Shares and Treasury Shares | Metric | At June 30, 2025 | At December 31, 2024 | | :-------------------------------- | :----------------- | :------------------- | | Number of shares issued | 146,819,884 | 146,819,884 | | Treasury shares | 7,280,861 | 3,296,576 | | Outstanding shares | 139,539,023 | 143,523,308 | NOTE 16 - Accumulated Other Comprehensive Income This note details the components of accumulated other comprehensive income or loss, including post-employment benefits, cash flow hedges, and currency translation adjustments Accumulated Other Comprehensive Income / (Loss) (in millions of U.S. dollar) | Component | At June 30, 2025 | At March 31, 2025 | At January 1, 2025 | | :-------------------------------- | :----------------- | :---------------- | :----------------- | | Post employment benefit plans | 81 | 82 | 84 | | Cash flow hedges | 13 | (5) | (14) | | Currency translation adjustments | (68) | (78) | (84) | | Accumulated other comprehensive income / (loss) | 26 | (1) | (14) | | Component | At June 30, 2024 | At March 31, 2024 | At January 1, 2024 | | :-------------------------------- | :----------------- | :---------------- | :----------------- | | Post employment benefit plans | 73 | 77 | 80 | | Cash flow hedges | (8) | (7) | (5) | | Currency translation adjustments | (81) | (81) | (75) | | Accumulated other comprehensive income / (loss) | (16) | (11) | — | NOTE 17 - Share-Based Compensation This note describes the company's share-based compensation plans, including grants of PSUs and RSUs, and associated expenses - During the six months ended June 30, 2025, the Company granted 1,154,859 Performance-Based Restricted Stock Units (PSUs) and 1,026,520 Restricted Stock Units (RSUs) to employees and the CEO[90][93] - Total share-based compensation expense was $13 million for both the six months ended June 30, 2025 and 2024[94] - Unrecognized compensation expense at June 30, 2025, was $21 million for RSUs and $34 million for PSUs, to be recognized over a weighted average vesting period of 2.2 years[94] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Constellium's financial condition and operational results for the three and six months ended June 30, 2025 and 2024, discussing key factors influencing performance, segment-specific results, liquidity, and capital resources Overview This section provides a high-level overview of Constellium's business, market position, and strategic focus - Constellium is a global leader in highly engineered aluminum products for aerospace, packaging, automotive, commercial transportation, general industrial, and defense markets, operating 25 production facilities, 3 R&D centers, and 3 administrative centers[99] - The company delivered solid Q2 results despite continued demand weakness outside of packaging, repurchasing 3.4 million shares for $35 million, with management focused on operational performance, cost reduction, capital discipline, Free Cash Flow generation, and increasing shareholder value amidst tariff and trade uncertainties[100] Key Factors Influencing Constellium's Financial Condition and Results from Operations This section discusses the primary economic, geopolitical, and market factors impacting Constellium's financial performance - Economic conditions, geopolitical instability (tariffs, trade wars, armed conflicts), product price and margin (LME price, regional premiums, conversion margin), aluminum prices, volumes, personnel costs, energy costs, and currency fluctuations are key factors influencing Constellium's financial performance[102][104][105][106][110][111][112][113] - Aerospace demand has stabilized with long-term favorable trends, packaging demand is resilient with attractive long-term growth, and automotive aluminum demand is increasing due to lightweighting trends despite general economic cycles[108] Average Aluminum Prices (U.S. dollars per ton) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Average LME transaction price | 2,448 | 2,520 | -2.86% | 2,539 | 2,358 | 7.68% | | Average Midwest premium | 990 | 439 | 125.51% | 849 | 424 | 100.24% | | Average all-in aluminum price U.S. | 3,438 | 2,959 | 16.19% | 3,388 | 2,782 | 21.78% | | Average Rotterdam premium | 195 | 321 | -39.25% | 244 | 283 | -13.78% | | Average all-in aluminum price Europe | 2,643 | 2,841 | -6.97% | 2,783 | 2,641 | 5.38% | Results of Operations for the three and six months ended June 30, 2025 and 2024 This section analyzes the consolidated income statement, revenue, cost of sales, and operating expenses for the reported periods Consolidated Income Statement Summary (in millions of U.S. dollar) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | 2,103 | 1,932 | 8.85% | 4,082 | 3,812 | 7.08% | | Cost of sales (excluding D&A) | (1,840) | (1,652) | 11.38% | (3,556) | (3,287) | 8.18% | | Selling and administrative expenses | (88) | (75) | 17.33% | (166) | (155) | 7.10% | | Research and development expenses | (12) | (13) | -7.69% | (25) | (28) | -10.71% | | Other gains and losses - net | 4 | 13 | -69.23% | (1) | (5) | -80.00% | | Finance costs - net | (29) | (25) | 16.00% | (56) | (52) | 7.69% | | Income before tax | 56 | 104 | -46.15% | 118 | 134 | -11.94% | | Net income | 36 | 77 | -53.25% | 74 | 99 | -25.25% | | Shipment volumes (in kt) | 384 | 378 | 1.59% | 756 | 758 | -0.26% | - Revenue increased by 9% for the three months and 7% for the six months ended June 30, 2025, driven by higher shipments and revenue per ton, despite a slight decrease in overall sales volumes for the six-month period[117][118] - Cost of sales increased by 11% and 8% for the three and six months, respectively, primarily due to an 18% and 14% increase in raw materials and consumables driven by higher metal prices and sales volumes[120][121] - Selling and administrative expenses rose by 17% and 7% for the three and six months, mainly due to increased labor costs and corporate transformation projects, partially offset by lower headcounts[122][123] - Research and development expenses decreased by 8% and 11% for the three and six months, respectively, primarily due to lower non-labor costs[124] Segment Results This section provides a detailed analysis of revenue, shipments, and Adjusted EBITDA for each of Constellium's operating segments Segment Revenue (in millions of U.S. dollar) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | A&T | 492 | 487 | 1.03% | 960 | 966 | -0.62% | | P&ARP | 1,235 | 1,079 | 14.46% | 2,422 | 2,097 | 15.50% | | AS&I | 421 | 384 | 9.64% | 802 | 779 | 2.95% | | Total revenue | 2,103 | 1,932 | 8.85% | 4,082 | 3,812 | 7.08% | Segment Shipments (in kt) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | A&T | 53 | 60 | -11.50% | 104 | 117 | -11.11% | | P&ARP | 276 | 262 | 5.34% | 545 | 526 | 3.61% | | AS&I | 55 | 56 | -1.79% | 107 | 115 | -6.96% | | Total shipments | 384 | 378 | 1.59% | 756 | 758 | -0.26% | - A&T Segment Adjusted EBITDA decreased by 13% (Q2) and 14% (YTD) due to lower volumes, partially offset by favorable price/mix and lower operating costs[150][151] - P&ARP Segment Adjusted EBITDA increased by 12% (Q2) and 18% (YTD), driven by higher volumes, improved Muscle Shoals performance, and lower operating costs, despite unfavorable price/mix and metal costs in Q2[152][153] - AS&I Segment Adjusted EBITDA decreased significantly by 40% (Q2) and 46% (YTD) due to unfavorable price/mix and tariffs, partially offset by lower operating costs[154][155] Liquidity and Capital Resources This section discusses the company's sources of liquidity, cash management strategies, and capital resource adequacy - Constellium's primary cash sources are operating activities and external funding, with the company believing current liquidity, cash on hand, new debt, and credit facilities are sufficient for short-term and long-term needs[157][158] - The company hedges highly probable foreign currency operating cash flows and uses derivative financial instruments to manage metal price fluctuations and balance debt currency risk[159][160][161] Total Liquidity (in millions of U.S. dollar) at June 30, 2025 | Component | Amount | | :-------------------------------- | :----- | | Cash and cash equivalents | 133 | | Availability under Pan-U.S. ABL facility | 465 | | Availability under factoring arrangements | 126 | | Availability under French inventory facility | 117 | | Total liquidity | 841 | - Factored receivables under non-recourse arrangements increased to $410 million at June 30, 2025, from $376 million at December 31, 2024[163] Cash Flows This section analyzes the net cash flows from operating, investing, and financing activities, highlighting key drivers of changes Net Cash Flows Summary (in millions of U.S. dollar) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Operating activities | 172 | 175 | -1.71% | | Investing activities | (131) | (111) | 18.02% | | Financing activities | (62) | (51) | 21.57% | | Net (decrease) / increase in cash and cash equivalents | (21) | 13 | -261.54% | - Net cash flows from operating activities decreased slightly by $3 million, primarily due to a $31 million decrease in cash flows before working capital and a $28 million reduction from working capital usage[165] - Working capital changes for the six months ended June 30, 2025, included increases in inventory ($65 million), trade receivables ($261 million), and trade payables ($241 million), all driven by higher activity levels and metal prices[166] - Net cash flows used in investing activities increased to $131 million (2025) from $111 million (2024), with capital expenditures of $134 million in 2025[168] - Net cash flows used in financing activities increased to $62 million (2025) from $51 million (2024), reflecting $50 million in share repurchases (4.8 million shares) in 2025, compared to $39 million (1.9 million shares) in 2024[170][171] Contractual Obligations This section confirms no material changes to the company's contractual cash obligations since the last annual report - There have been no material changes in short-term and long-term contractual cash obligations since December 31, 2024, other than in the ordinary course of business[172] Principal Accounting Policies, Critical Accounting Estimates and Key Judgments This section addresses the significant accounting policies, critical estimates, and judgments made in preparing the financial statements - The preparation of financial statements requires management to make judgments, estimates, and assumptions, which are continuously reviewed in light of global geopolitical and macroeconomic conditions, with no material changes in critical accounting estimates occurring since December 31, 2024[174] Recently Issued Accounting Standards This section refers to Note 1 for details on recently issued accounting pronouncements and their expected impact - Refer to Note 1 for a full description of recent accounting pronouncements, including adoption dates and expected effects[175] Non-GAAP Measures This section defines and reconciles non-GAAP financial measures, specifically Adjusted EBITDA, to their most comparable GAAP equivalents - Adjusted EBITDA is a non-GAAP measure used by management and investors to assess underlying performance by excluding non-recurring and non-operating items, and is not a substitute for GAAP measures like operating profit or net income[177][178][179] Reconciliation of Net Income to Adjusted EBITDA (in millions of U.S. dollar) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net income | 36 | 77 | 74 | 99 | | Income tax expense | 20 | 27 | 44 | 35 | | Finance costs - net | 29 | 25 | 56 | 52 | | Depreciation and amortization | 82 | 76 | 160 | 151 | | Impairment of assets | — | 5 | — | 8 | | Restructuring costs | 1 | 3 | 2 | 3 | | Unrealized gains on derivatives | (33) | (4) | (21) | — | | Share based compensation costs | 7 | 7 | 13 | 13 | | Adjusted EBITDA | 146 | 225 | 332 | 371 | | of which Metal price lag | (13) | 45 | 33 | 31 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section highlights the company's exposure to various market risks, including foreign currency exchange, interest rate, and commodity price risk, referring to the annual report for further details - Constellium is exposed to market risks such as foreign currency exchange, interest rate, and commodity price risk[182] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the second quarter of 2025 - The Company's CEO and CFO have evaluated and concluded that disclosure controls and procedures are effective as of June 30, 2025[183] - There have been no material changes in internal control over financial reporting during the second quarter of 2025[184] PART II Item 1. Legal Proceedings This section states that there have been no material developments in legal proceedings since December 31, 2024, referring to the annual report for detailed information - No material developments in legal proceedings have occurred since December 31, 2024[187] Item 1A. Risk Factors This section confirms that there have been no material changes to the risk factors previously disclosed in the company's annual report - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[188] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase program, including the remaining authorization and shares repurchased during the quarter and year-to-date - The Board of Directors authorized a three-year share repurchase program of up to $300 million, expiring on December 31, 2026[189] - As of June 30, 2025, approximately $171 million remained under the share repurchase program[190] Share Repurchases During Q2 2025 | Period | Total number of shares purchased | Average price paid per share (in U.S. dollars) | | :----------------------- | :----------------------------- | :--------------------------------------------- | | April 1 - April 30, 2025 | 2,198,995 | 8.91 | | May 1 - May 31, 2025 | 37,699 | 10.63 | | June 1 - June 30, 2025 | 1,142,282 | 13.13 | | Total (Q2 2025) | 3,378,976 | - | - Since inception up to June 30, 2025, approximately 9.4 million shares have been repurchased for $129 million, with 3.4 million shares repurchased for $35 million in Q2 2025[190] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reported period - There were no defaults upon senior securities[193] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[194] Item 5. Other Information This section reports no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers during the second quarter of 2025 - No directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[195] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including Articles of Association, employment addendum, certifications, and XBRL documents - Exhibits include Articles of Association, an employment addendum for Jack Guo, CEO and CFO certifications (Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[196] SIGNATURES This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Jean-Marc Germain, Chief Executive Officer and Director, and Jack Guo, Executive Vice President & Chief Financial Officer, on July 31, 2025[201]