20-F 1 d664608d20f.htm 20-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35931

Constellium N.V.

(Exact Name of Registrant as Specified in its Charter)

Constellium N.V.

(Translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Tupolevlaan 41-61,

1119 NW Schiphol-Rijk

The Netherlands

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class |  | Name of each exchange on which registered
Ordinary Shares |  | New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the period covered by the annual report:

135,999,394 Class A Ordinary Shares, Nominal Value €0.02 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |  | Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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TABLE OF CONTENTS

|  | Page |
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS |  |  | ii |
Part I |  |  | 1 |
Item 1. Identity of Directors, Senior Management and Advisers |  |  | 1 |
Item 2. Offer Statistics and Expected Timetable |  |  | 1 |
Item 3. Key Information |  |  | 1 |
Item 4. Information on the Company |  |  | 31 |
Item 4A. Unresolved Staff Comments |  |  | 54 |
Item 5. Operating and Financial Review and Prospects |  |  | 54 |
Item 6. Directors, Senior Management and Employees |  |  | 77 |
Item 7. Major Shareholders and Related Party Transactions |  |  | 93 |
Item 8. Financial Information |  |  | 98 |
Item 9. The Offer and Listing |  |  | 99 |
Item 10. Additional Information |  |  | 99 |
Item 11. Quantitative and Qualitative Disclosures About Market Risk |  |  | 125 |
Item 12. Description of Securities Other than Equity Securities |  |  | 125 |
Part II |  |  | 126 |
Item 13. Defaults, Dividend Arrearages and Delinquencies |  |  | 126 |
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |  |  | 126 |
Item 15. Controls and Procedures |  |  | 126 |
Item 16A. Audit Committee Financial Expert |  |  | 127 |
Item 16B. Code of Ethics |  |  | 127 |
Item 16C. Principal Accountant Fees and Services |  |  | 127 |
Item 16D. Exemptions from the Listing Standards for Audit Committees |  |  | 128 |
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |  |  | 128 |
Item 16F. Change in Registrant’s Certifying Accountant |  |  | 128 |
Item 16G. Corporate Governance |  |  | 129 |
Item 16H. Mine Safety Disclosure |  |  | 132 |
Part III |  |  | 133 |
Item 17. Financial Statements |  |  | 133 |
Item 18. Financial Statements |  |  | 133 |
Item 19. Exhibits |  |  | 133 |
Index to Financial Statements |  |  | F-1 |

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F (this “Annual Report”) contains “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify certain forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking statements contained in this Annual Report.

Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are disclosed under “Item 3. Key Information—D. Risk Factors” and elsewhere in this Annual Report, including, without limitation, in conjunction with the forward-looking statements included in this Annual Report and including with respect to our estimated and projected earnings, income, equity, assets, ratios and other estimated financial results. All forward-looking statements in this Annual Report and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could materially affect our results include:

| • |  | we may be unable to compete successfully in the highly competitive markets in which we operate;

| • |  | the highly competitive nature of the beverage can sheet industry

| • |  | the advantages our competitors have over us with respect to beverage can production;

| • |  | the substantial capital investment requirements of our business;

| • |  | difficulties in the launch or production ramp-up of our existing or new products;

| • |  | unplanned business interruptions and equipment failure;

| • |  | failure of our production capacity to meet demand or changing market conditions;

| • |  | labor disputes and work stoppages that could disrupt our business;

| • |  | our dependence on a limited number of customers for a substantial portion of our sales;

| • |  | consolidation among our customers and its impact on our business;

| • |  | the failure of our products to meet customer requirements;

| • |  | delays caused by the lengthy and unpredictable qualification process for our new products;

| • |  | our dependence on a limited number of suppliers for a substantial portion of our aluminium supply;

| • |  | loss of certain key members of our management team;

| • |  | failure to implement our business strategy, including our productivity improvement initiatives;

| • |  | our inability to execute an effective hedging policy;

| • |  | maturity mismatch between certain of our derivative instruments and the underlying exposure;

| • |  | risks associated with the acquisition of UACJ Corporation’s (“UACJ”) interest in our joint venture;

| • |  | failure to successfully develop and implement new technology initiatives and other strategic investments;

| • |  | interruptions or failures in our information technology (“IT”) systems;

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| • |  | disruptions caused by upgrading our IT infrastructure;

| • |  | severance-related or other costs associated with potential restructuring;

| • |  | risks inherent in international operations;

| • |  | unexpected requirements to make contributions to our defined benefit pension plans;

| • |  | failure to protect proprietary rights to our technology;

| • |  | costs associated with legal proceedings or investigations;

| • |  | compliance with environmental, health and safety laws;

| • |  | costs associated with product liability claims against us;

| • |  | risk of injury or death as a result of our operations;

| • |  | failure of our insurance to cover all potential exposures;

| • |  | risks related to the industries in which we operate;

| • |  | risks related to our indebtedness;

| • |  | risks related to our corporate structure and ownership of our ordinary shares;

| • |  | risks related to the taxation statutes and regulations, and their interpretations, in the jurisdictions in which we have operations; and

| • |  | the other factors presented under “Item 3. Key Information—D. Risk Factors.”

We caution you that the foregoing list may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. | Selected Financial Data

The following tables set forth our selected historical financial and operating data.

The selected historical financial information as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 has been derived from our audited consolidated financial statements (the “Consolidated Financial Statements”) included elsewhere in this Annual Report. The selected historical financial information as of December 31, 2016, 2015 and 2014 and for each of the two years in the period ended December 31, 2015 have been derived from our audited consolidated financial statements not included in this Annual Report.

The audited Consolidated Financial Statements included elsewhere in this Annual Report have been prepared in a manner that complies, in all material respects, with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”), and as endorsed by the European Union (“EU”).

In fiscal year 2018, we changed the presentation of our pension and other benefit expense. The interest component of the pension and other benefit expense, which was previously presented within income from operations, is now presented in finance costs. Comparative financial information for prior years has been reclassified accordingly to conform to the current year’s presentation. See Note 2.6 in the Consolidated Financial Statements attached hereto starting on Page F-1 in this Annual Report.

References to “tons” throughout this Annual Report are to metric tons.

References to the Wise Acquisition refer to our January 5, 2015 acquisition of Wise Metals Intermediate Holdings LLC and its subsidiaries, which companies we refer to collectively as “Wise.”

|  | As of and for the year ended December 31, |
(€ in millions other than per share and per ton data) |  | 2018 |  |  | 2017 |  |  | 2016 |  |  | 2015 |  |  | 2014 |
Statement of income data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue |  |  | 5,686 |  |  |  | 5,237 |  |  |  | 4,743 |  |  |  | 5,153 |  |  |  | 3,666 |
Gross profit |  |  | 538 |  |  |  | 555 |  |  |  | 535 |  |  |  | 468 |  |  |  | 501 |
Income/(Loss) from operations |  |  | 404 |  |  |  | 338 |  |  |  | 267 |  |  |  | (406 | ) |  |  | 170 |
Net income/(loss) for the period |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | ) |  |  | (552 | ) |  |  | 54 |
Earnings/(loss) per share—basic |  |  | 1.40 |  |  |  | (0.28 | ) |  |  | (0.04 | ) |  |  | (5.27 | ) |  |  | 0.48 |
Earnings/(loss) per share—diluted |  |  | 1.37 |  |  |  | (0.28 | ) |  |  | (0.04 | ) |  |  | (5.27 | ) |  |  | 0.48 |
Weighted average number of shares outstanding (diluted) |  |  | 138,145,914 |  |  |  | 110,164,320 |  |  |  | 105,500,327 |  |  |  | 105,097,442 |  |  |  | 105,326,872 |
Dividends per ordinary share (Euro) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |

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|  | As of and for the year ended December 31, |
(€ in millions other than per share and per ton data) |  | 2018 |  |  | 2017 |  |  | 2016 |  |  | 2015 |  |  | 2014 |
Balance sheet data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total assets |  |  | 3,901 |  |  |  | 3,711 |  |  |  | 3,787 |  |  |  | 3,628 |  |  |  | 3,012 |
Net (liabilities)/assets or total invested equity |  |  | (114 | ) |  |  | (319 | ) |  |  | (570 | ) |  |  | (540 | ) |  |  | (37 | )
Share capital |  |  | 3 |  |  |  | 3 |  |  |  | 2 |  |  |  | 2 |  |  |  | 2 |
Other operational and financial data (unaudited): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net trade working capital(1) |  |  | 456 |  |  |  | 232 |  |  |  | 199 |  |  |  | 149 |  |  |  | 210 |
Capital expenditure(2) |  |  | 277 |  |  |  | 276 |  |  |  | 355 |  |  |  | 350 |  |  |  | 199 |
Volumes (in kt) |  |  | 1,534 |  |  |  | 1,482 |  |  |  | 1,470 |  |  |  | 1,478 |  |  |  | 1,062 |
Revenue per ton (€ per ton) |  |  | 3,707 |  |  |  | 3,534 |  |  |  | 3,227 |  |  |  | 3,486 |  |  |  | 3,452 |

(1) | Net trade working capital, a measurement not defined by IFRS, represents total inventories plus trade receivables less trade payables.

|  | As of December 31, |
(€ in millions) |  | 2018 |  |  | 2017 |  |  | 2016 |  |  | 2015 |  |  | 2014 |
Trade receivables—net |  |  | 481 |  |  |  | 306 |  |  |  | 235 |  |  |  | 264 |  |  |  | 436 |
Inventories |  |  | 660 |  |  |  | 643 |  |  |  | 591 |  |  |  | 542 |  |  |  | 436 |
Trade payables |  |  | (685 | ) |  |  | (717 | ) |  |  | (627 | ) |  |  | (657 | ) |  |  | (662 | )
Net trade working capital |  |  | 456 |  |  |  | 232 |  |  |  | 199 |  |  |  | 149 |  |  |  | 210 |

(2) | Represents purchases of property, plant, and equipment.

B. | Capitalization and Indebtedness

Not applicable.

C. | Reasons for the Offer and Use of Proceeds

Not applicable.

D. | Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this Annual Report. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ordinary shares could decline. This Annual Report also contains forward-looking statements that involve risks and uncertainties. See “Special Note About Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.

Risks Related to Our Business

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 share of industry sales, sales volumes and selling prices. In particular, beverage can sheet industry is competitive, and our competitors have greater resources and product and geographic diversity than we do.

We are engaged in a highly competitive industry and compete in the production and sale of rolled and extruded aluminium products with a number of other producers, some of which are larger and have greater

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financial and technical resources than we do. Producers with a different cost basis may, in certain circumstances, have a competitive pricing advantage. Our competitors may be better able to withstand reductions in price or other adverse industry or economic conditions. In addition, a current or new competitor may also add or build new capacity, which could diminish our profitability by decreasing prices in our markets. New competitors could emerge from within Europe or North America or globally, and could include existing producers and sellers of steel and other products that may seek to compete in our industry. Emerging or transitioning markets in these 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. In addition, 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 share of industry sales, sales volumes and selling prices may be negatively impacted. Our competitive position may also be affected by exchange rate fluctuations that may make our products less competitive. Changes in regulation that have a disproportionately negative effect on us or our methods of production may also diminish our competitive advantage and industry position.

Our competitors in the market for beverage can sheet products have market presence, operating capabilities, product and geographic diversity and financial and other resources that are greater than ours. As a result, these competitors may have an advantage over us in their abilities to research and develop technology, pursue acquisition, investment and other business opportunities, market and sell their products and services, capitalize on market opportunities, enter new markets and withstand business interruptions or adverse global economic conditions. There are no assurances that we will be able to compete successfully in these circumstances. In addition, we are subject to competition from non-aluminium sources of packaging, such as plastics and glass. Consumer demand and preferences also impact customer selection of packaging materials. While we believe that the recyclability of aluminium, coupled with increasing consumer focus on resource conservation, may reduce the impact of competition from certain alternative packaging sources, there is no guarantee that such competition will be reduced.

In addition, the aluminium industry has experienced consolidation over the past years and there may be further industry consolidation in the future. Although industry consolidation has not yet had a significant negative impact on our business, if we do not have sufficient market presence or are unable to differentiate ourselves from our competitors, we may not be able to compete successfully against other companies. If as a result of consolidation, our competitors are able to obtain more favorable terms from suppliers or otherwise take actions that could increase their competitive strengths, our competitive position and therefore our business, results of operations and financial condition may be materially adversely affected.

Our business requires substantial capital investments that we may be unable to fulfill. We may be unable to timely complete our expected capital investments, including in Auto Body Sheet (“ABS”), or may be unable to achieve the anticipated benefits of such investments.

Our operations are capital intensive. Our total capital expenditures were €277 million for the year ended December 31, 2018, and €276 million and €355 million for the years ended December 31, 2017 and 2016, respectively.

There can be no assurance that we will be able to complete our capital investments, including our expected investments in ABS, on schedule, or that we will be able to achieve the anticipated benefits of such capital investments. In addition, we are under no legal obligation to complete the expansion of our ABS program and we may at any time determine not to complete such expansion. Additionally, we may not generate sufficient operating cash flows and our external financing sources may not be available in an amount sufficient to enable us to make anticipated capital expenditures (including completing our expected ABS investments), service or refinance our indebtedness or fund other liquidity needs, including additional investments. We may experience delays in materializing demand for our ABS products, and we may not receive customer orders for ABS products as quickly as we had anticipated. Delays in materializing demand or revenue from our ABS investments could adversely affect our results of operations.

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If we are unable to make upgrades, 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, reduced production capacity and other competitive factors. In addition, if we are unable to, or determine not to, complete our expected or additional ABS investments, or such investments are delayed, we will not realize the anticipated benefits of such investments, which may adversely affect our results of operations.

We may experience difficulties in the launch or production ramp-up of our existing or new products, which could adversely affect our business.

As we begin manufacturing processes in our new locations or for newly introduced products, we may experience 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, our reputation or our costs of production and ultimately, our financial position and results of operations.

We are subject to unplanned business interruptions that may materially adversely affect our business and financial results.

Our operations may be materially adversely affected by unplanned business interruptions caused by events such as explosions, fires, war or terrorism, inclement weather, natural disasters, accidents, equipment failure and breakdown, IT systems and process failures, electrical blackouts or outages, transportation and supply interruptions. Operational interruptions at one or more of our production facilities could cause substantial losses and delays in our production capacity, increase our operating costs and have a negative financial impact on the company and our customers. In addition, replacement of assets damaged by such events could be difficult, lengthy or expensive, and to the extent these losses are not covered by insurance or our insurance policies have significant deductibles, our financial position, results of operations and cash flows may be adversely affected by such events. From time to time, we have similar or other equipment failures impacting our production capacity, which may adversely affect our financial results.

Furthermore, because customers may be dependent on planned deliveries from us, customers that have to reschedule, delay or cancel their own production due to our delivery delays or operational challenges, may be able to pursue financial and legal claims against us, and we may incur costs to correct such problems in addition to any liability resulting from such claims. Interruptions may also harm our reputation among actual and potential customers, and the reputation of our customers, potentially resulting in a loss of business, operational shutdowns or other adverse consequences for us and our customers. In addition, because in many cases we have dedicated facilities and arrangements with customers, production outages or other business operations at an isolated facility could adversely affect our ability to timely fulfill orders for the applicable customer, potentially adversely affecting our relationship with that customer or our business and results of operations.

Our production capacity might not be able to meet customer or market demand or changing market conditions.

We may be unable to meet customer or market demand, or changing market conditions due to production capacity constraints or operational challenges and disruptions. Meeting such demand may also require us to make substantial capital investments 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 expand our production capacity quickly enough in response to operational challenges or changing market conditions, and there can be no assurance that our production capacity will be able to meet our existing obligations and the growing market demand for our products. If we are unable to adequately expand our production capacity, we may be unable to take advantage of improved market conditions and increased demand for our products. We may also experience loss of market share, operational challenges, increased costs, penalties for late delivery, disruption in our ability to supply our products, reduction in demand for our products, our reputation with actual

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and potential customers may be harmed, and our customer’s reputation may be harmed, resulting in loss of business and a negative impact on our financial performance.

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.

From time to time, we may experience labor disputes and work stoppages at our facilities generally, and at times in connection with collective bargaining agreement negotiations. In 2018, no economic or labor disputes occurred in North America. In France, we experienced work stoppages and / or labor disputes in Issoire, Neuf-Brisach and Nuits-Saint-Georges. In Germany, work stoppages and / or labor disputes occurred in all of our German sites. None occurred in Switzerland. Reasons for stoppages included disapproval of governmental measures, solidarity with an employee for being dismissed, wage claims, protest against working conditions and / or warn strikes. These disruptions had a duration ranging from some hours to some days.

Existing collective bargaining agreements may not prevent a strike or work stoppage at our facilities in the future. Any such stoppages or disturbances may adversely affect our financial condition and results of operations by limiting plant production, sales volumes, profitability and operating costs.

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, in light of demographic trends in the labor markets where we operate, we expect that our factories will be confronted with high levels of natural attrition in the coming years due to retirements. Strategic workforce planning will be a challenge to ensure a controlled exit of skills and competencies and the timely acquisition of new talent and competencies, in line with changing technological and industrial needs.

We are dependent on a limited number of customers for a substantial portion of our sales, and a failure to successfully renew, renegotiate or re-price our long-term or other agreements with our customers may adversely affect our results of operations, financial condition and cash flows.

Our business is exposed to risks related to existing market concentration of our customers. We estimate that our ten largest customers accounted for approximately 49% of our consolidated revenue in 2018, one of which accounted for more than 10% of our consolidated revenue over the same period. A significant downturn in the business, credit or financial condition of our significant customers exposes us to the risk of default on contractual agreements and trade receivables, and this risk is increased by weak and deteriorating economic conditions on a global, regional or industry sector level.

We have long-term contracts and related arrangements with a significant number of our customers. Some of our long-term customer contracts and related arrangements have provisions that, by their terms, may become less favorable to us over time. If we fail to successfully renegotiate or re-price these less favorable provisions, including payment terms, in our long-term agreements and related arrangements then our results of operations, financial condition and cash flows could be materially adversely affected. Furthermore, some of our long-term contracts and related arrangements are subject to renewal, renegotiation or re-pricing at periodic intervals or upon changes in competitive and regulatory supply conditions, or provide termination rights to our customers. If we fail to renew, renegotiate or re-price these long-term contracts or arrangements at all, or on favorable terms, including payment terms, then our results of operations, financial condition and cash flows could be materially adversely affected. Any of these risks, or any material deterioration in, or termination of, these customer relationships, could result in a reduction or loss in sales volume or revenue, which could adversely affect our

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results of operations. If we are not successful in replacing business lost from such customers, or in negotiating favorable terms, our results of operations, financial condition and cash flows could be materially adversely affected.

In addition, our strategy of having dedicated facilities and arrangements with customers subjects us to the inherent risk of increased dependence on a single or few customers with respect to these facilities. In such cases, the loss of such a customer, or the reduction of that customer’s business at one or more of our 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.

Customer consolidation could adversely affect our financial position, results of operations and cash flows.

Customers in our end-markets, including the can, packaging, aerospace and automotive sectors, may consolidate and grow in a manner that could affect their relationships with us. For example, if one of our competitors’ customers acquires any of our customers, we may lose that acquired customer’s business. Additionally, if our customers become larger and more concentrated, they could exert pressure in pricing and payment terms 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 prices or maintain prices 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 our products fail to meet customer requirements, we could incur losses and could adversely affect our reputation, business and results of operations.

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. In some cases, our products may contain undetected defects or flaws that only become evident at a later time, including after shipment. Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, supply chain interruptions, natural disasters, labor unrest and environmental factors. We have experienced product quality, performance or reliability problems and defects from time to time, and similar defects or failures may occur in the future. If these failures or defects occur, they could result in losses or product recalls, customer penalties, contract cancellation and product liability exposure. A significant product recall could adversely affect product demand, result in negative publicity, damage to our reputation and could lead to a loss of customer confidence in our products. Any of such consequences could have a material adverse effect on our reputation, business and results of operations.

The qualification process for our products can be lengthy and unpredictable, potentially delaying adoption of our products and causing us to incur expense potentially without recovery.

Qualification of our products by many of our customers can be lengthy and unpredictable and many of these customers have extensive sourcing and qualification processes. The qualification process requires substantial time and financial resources, with no certainty of success or recovery of our related expenses. In addition, even after an extensive qualification process, our products may fail to meet the standards sought by our customers and may not be qualified for use by such customers. Further, our continued process improvements and cost-reduction efforts may require us or our customers to re-qualify our products. Failure to qualify or re-qualify our products may result in us losing such customers or customer contracts, which could materially adversely affect our business and results of operations.

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We are dependent on a limited number of suppliers for a substantial portion of our aluminium supply and a failure to successfully renew, renegotiate or re-price our long-term agreements or other arrangements with our suppliers may adversely affect our results of operations, financial condition and cash flows.

Our ability to produce competitively priced aluminium products depends on our ability to procure competitively priced supply of aluminium in a timely manner and in sufficient quantities to meet our production needs. We have supply arrangements with a limited number of suppliers for aluminium and other raw materials. Our top ten suppliers accounted for approximately 55% of our total raw material and consumable expense for the year ended December 31, 2018. Increasing aluminium demand levels have caused regional supply constraints in the industry, and further increases in demand levels, could exacerbate these issues. We maintain long-term contracts for a majority of our supply requirements, and for the remainder we depend on annual and spot purchases. There can be no assurance that we will be able to renew, or obtain replacements for, any of our long-term contracts or any related arrangements when they expire on terms that are as favorable as our existing agreements or at all. Additionally, if any of our key suppliers is unable to deliver sufficient quantities on a timely basis, our production may be disrupted, and we could be forced to purchase primary metal and other supplies from alternative sources, which may not be available in sufficient quantities or may only be available on terms that are less favorable to us. As a result, 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. In addition, a significant downturn in the business or financial condition of our significant suppliers exposes us to the risk of default by the supplier on our contractual agreements. This risk is increased by weak and deteriorating economic conditions on a global, regional or industry sector level.

We depend on scrap aluminium for our operations and acquire our scrap inventory from numerous sources. Our suppliers generally are not bound by long-term contracts and have no obligation to sell scrap metal to us. In periods of low inventory prices, suppliers may elect to hold scrap until they are able to charge higher prices. In addition, a decrease in the supply of used beverage containers (“UBCs”) available to us resulting from a decrease in the rate at which consumers consume or recycle products contained or packaged in aluminium beverage cans could negatively impact our supply of aluminium. If an adequate supply of scrap metal 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 seek to take advantage of the lower price of scrap aluminium compared to primary aluminium to provide a cost-competitive product. A decrease in the supply of scrap aluminium could increase its cost. To the extent the discount between the primary aluminium price and scrap price narrows, our competitive advantage may be reduced. We cannot make use of financial markets to effectively hedge against reductions in this discount as this market is not readily available. If the difference between the price of primary and scrap aluminium is narrow for a considerable period of time, it could adversely affect our business, financial condition and results of operations.

The loss of certain key members of our management team may have a material adverse effect on our operating results.

Our success will depend, 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, 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, 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.

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If we fail to implement our business strategy, including our productivity improvement initiatives, our financial condition and results of operations could be materially adversely affected.

Our future financial performance and success depend in large part on our ability to successfully implement 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 in selected international regions, fixed-cost containment and cash management, and executing on our manufacturing productivity improvement programs. We cannot assure you that we will be able to successfully implement our business strategy or be able to continue improving our operating results.

Implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, legal and regulatory developments, or general economic conditions. Any failure to successfully implement our business strategy could adversely affect our financial condition and results of operations. In addition, we may decide to alter or discontinue certain aspects of our business strategy at any time. Although we have undertaken and expect to continue to undertake productivity and manufacturing system and process transformation initiatives to improve performance, we cannot assure you that all of these initiatives will be completed or that any estimated cost savings from such activities will be fully realized. Even when we are able to generate new efficiencies in the short- to medium-term, we may not be able to continue to reduce costs and increase productivity over the long term.

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 purchase and sell LME and other forwards, futures and options contracts as part of our efforts to reduce our exposure to changes in currency exchange rates, aluminium 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 either us or by our customers and other disruptions to our inventories, including for maintenance.

We may also be exposed to losses if the counterparties to our derivative instruments fail to honor their agreements.

To the extent our hedging transactions fix prices or exchange rates and if primary aluminium prices, energy costs or foreign exchange rates are below the fixed prices or rates established by our hedging transactions, then our income and cash flows will be lower than they otherwise would have been. Similarly, if we do not effectively manage and adequately hedge for prices and premiums (including the Midwest regional premium) of our aluminium and other raw materials, our financial results may also be adversely affected. Further, with the exception of hedge accounting on certain long-term aerospace contracts and on our net investment in certain of our subsidiaries, we do not apply hedge accounting to our forwards, futures or option contracts. Unrealized gains and losses on our derivative financial instruments that do not qualify for hedge accounting are reported in our consolidated results of operations. 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

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performance. In addition, in certain scenarios when market price movements result in a decline in value of our current derivatives position, our mark-to-market expense may exceed our credit line and counterparties may request the posting of cash collateral which, in turn, can be a significant demand on our liquidity.

At certain times, hedging instruments may simply be unavailable or not available on terms acceptable to us. In addition, recent legislation has been adopted to increase 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 trading and commodity positions, this could have an adverse effect on our financial condition and results of operations.

Our cash flows and liquidity could be adversely affected as a result of the maturity mismatch between certain of our derivative instruments and the underlying exposure.

We use financial derivatives to hedge the foreign currency risk associated with the repayment of a portion of our U.S. Dollar-denominated debt. These financial derivatives may have a shorter maturity than either the maturity or call date of the hedged debt instrument. This could result in an adverse impact on our cash flows and liquidity as the impact from changes in foreign exchange rates on the hedging instruments could result in a cash outflow before the corresponding favorable impact on the underlying hedged debt results in a positive cash flow.

We recently completed the purchase of UACJ’s 49% interest in CUA, which business may not generate the expected returns and we may be unable to execute on our business strategy.

We recently purchased UACJ’s indirectly held stake in CUA, our joint venture with UACJ to produce ABS sheet in the United States. Despite this acquisition, there can be no assurance that we will be able to successfully implement our business strategy with respect to the North American ABS market. Any inability to execute on our strategy could reduce our expected earnings and could adversely affect our operations overall. See “Item 4. Information on the Company—B. Business Overview—Recent Developments—Acquisition of UACJ’s Interest in Bowling Green.”

CUA’s automotive line continues to undergo an extensive qualification process and production ramp up for original equipment manufacturer (“OEM”) products. At the same time, our Muscle Shoals facility will be supplying an increasing share of the cold coil needs at CUA. Any significant delays incurred during this qualification process, supply and production ramp up, which would jeopardize the start of series production of OEM customer products, would be detrimental to the financial performance of CUA and would adversely affect our North American ABS strategy and our anticipated return on investments. As the sole owner of CUA following our purchase of UACJ’s stake, we will be solely responsible for the management and operation of CUA’s business. We may not realize the intended benefits of the acquisition of CUA, as rapidly as, or to the extent, anticipated by our management. There can be no assurance that we will be able to successfully integrate CUA’s business without substantial expenses, delays or other operational or financial problems. Furthermore, there can be no assurance that CUA’s business will achieve anticipated revenue and income. Our failure to manage our acquisition and integration strategy successfully could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to successfully develop and implement new technology initiatives and other strategic investments in a timely manner.

We have invested in, and are involved with, a number of technology and process initiatives, including the development of new aluminium-lithium products. Being at the forefront of technological development is important to remain competitive. Several technical aspects of certain of these initiatives are still unproven and/or 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

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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 the impact on our financial results may vary from present expectations.

In addition, we have undertaken and may continue to undertake growth, streamlining and productivity initiatives to improve performance. We cannot assure you 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 anticipate. Even if we are able to generate new efficiencies successfully in the short- to medium-term, we may not be able to continue to reduce cost and increase productivity over the long term.

Interruptions or failures in our IT systems, or failure to protect our IT systems against cyber-attacks or information security breaches, could have a material adverse effect on our business and financial results.

The efficient operation of our business depends on our IT systems. We rely on our IT systems to effectively manage and operate our business, including such processes as data, accounting, financial reporting, communications, supply chain, order entry and fulfillment and other business processes. The failure of our IT systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer.

In addition, some of our IT are nearing obsolescence, in that the software versions they are developed on are no longer fully supported or kept up-to-date by the original vendors. While day-to-day operations are not at risk, major new requirements (e.g., in legal or payroll) might require manual workarounds if the current software versions do not support those new functionalities. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.

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 are expending additional resources to continue to enhance our information security measures and be able to investigate and remediate promptly any information security vulnerabilities. We experienced a few security incidents in 2018, but they were successfully detected and handled. They did not have a material negative impact on the Company, our business or our operations.

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 could potentially be subject to production downtimes, operational delays, other detrimental 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, security breaches, other manipulation or improper use of our or third-party systems, networks or products, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

The process of upgrading our IT infrastructure may disrupt our operations.

We continuously perform an evaluation of our IT systems and requirements and have implemented or plan to implement upgrades to our IT systems that support our business. These upgrades involve replacing legacy systems with state-of-the-art systems, making changes to legacy systems or acquiring new systems with new functionality. There are inherent risks associated with replacing, changing or acquiring new systems, including accurately capturing data and system disruptions. We may experience operational problems with our information

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systems as a result of system failures, viruses, computer “hackers” or other causes. Any material disruption or slowdown of our systems, including a disruption or slowdown caused by our failure to successfully upgrade our systems could cause information losses, including data related to customer orders. Such a disruption could adversely affect our business, financial condition or results of operations.

As part of our ongoing evaluation of our operations, we may undertake additional restructuring efforts in the future, which could in some instances result in significant severance-related costs and other restructuring charges.

We recorded restructuring charges of €1 million for the year ended December 31, 2018, €4 million for the year ended December 31, 2017 and €5 million for the year ended December 31, 2016. Restructuring costs in 2018, 2017, and 2016 were primarily related to corporate and production sites’ restructuring operations. We may pursue additional restructuring activities in the future, which could result in significant severance-related costs, restructuring charges and related costs and expenses, including resulting labor disputes, which could materially adversely affect our profitability and cash flows.

A significant portion of our revenue is derived from our international operations, which exposes us to certain risks inherent in doing business globally.

We have operations primarily in the United States, Germany, France, Slovakia, Switzerland, the Czech Republic and China and primarily sell our products across Europe, Asia and North America. Economic downturns in regional and global economies, including in Europe and North America, or a prolonged recession in our principal industry segments, have had a negative impact on our operations in the past by reducing overall demand of our products, and could have a negative impact on our future financial condition or results of operations.

We also continue to explore opportunities to expand our international operations. Our operations generally are subject to financial, political, economic, regulatory and business risks in connection with our global operations, including:

| • |  | changes in international governmental regulations, trade restrictions and laws, including those relating to taxes, employment and repatriation of earnings;

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

| • |  | currency exchange rate fluctuations;

| • |  | tariffs and other trade barriers;

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

| • |  | renegotiation or nullification of existing agreements;

| • |  | interest rate fluctuations;

| • |  | high rates of inflation;

| • |  | currency restrictions and limitations on repatriation of profits;

| • |  | differing protections for intellectual property and enforcement thereof;

| • |  | divergent environmental laws and regulations; and

| • |  | political, economic and social instability.

The occurrence of any of these events could cause our costs to rise, limit growth opportunities or have a negative effect on our operations and our ability to plan for future periods. In certain emerging markets, the degree of these risks may be higher due to more volatile economic conditions, less developed and predictable legal and regulatory regimes and increased potential for various types of adverse governmental action.

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Our principal headquarters are in the European Union, and we maintain a significant presence in various European markets and the United States through our operating subsidiaries, including significant sales to customers in both Europe and the United States. If political and regulatory conditions in Europe, the United States or other key markets, remain uncertain or deteriorate, our customers may respond by suspending, delaying or reducing their capital expenditures, which may adversely affect our sales, cash flows and results of operations. For example, in June 2016, the United Kingdom held a non-binding advisory referendum in which voters voted for the United Kingdom to exit the European Union (“Brexit”). The final agreement with respect to Brexit remains under review by the parties involved. Political or geographical events, such as Brexit, or diplomatic tensions could result in changes in trade policy, taxes, market volatility or currency exchange rate fluctuations, and resulting uncertainty in the economy and markets could cause our customers and potential customers to delay or reduce spending on our products or services. Any of these effects, could adversely affect our business, results of operations and financial condition.

During periods of sustained economic downturn or significant supply/demand imbalances impacting our automotive, aerospace or beverage can businesses, our sales may be negatively impacted as our customers and consumers shift their purchases in response to such downturns. Our diversified customer base and product applications may help mitigate the effects of economic fluctuations, however, many of our customers and suppliers are reliant on liquidity from global credit markets and, in some cases, require external financing to purchase products or finance operations. Lack of liquidity or inability to access the credit markets by our customers could adversely affect our ability to collect the outstanding amounts due to us. Although we continue to seek to diversify our business on a geographic and end-market basis, the occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

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.

Most of our pension obligations relate to funded defined benefit pension plans for our employees in the United States and Switzerland, unfunded pension benefits in France and Germany, and lump sum indemnities payable to our employees in France and Germany upon retirement or termination. Our pension plan assets consist primarily of funds invested in listed stocks and bonds. 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. 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.

We also participate in various “multi-employer” pension plans in one of our facilities in the United States administered by labor unions representing some of our employees. Our withdrawal liability for any multi-employer plan would depend on the extent of the plan’s funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event we could face a withdrawal liability. We could also be treated as withdrawing from participation in one of these plans if the number of our employees participating in these plans is reduced to a certain degree, or over certain periods of time. Such reductions in the number of our employees participating in these plans could occur as a result of changes in our business operations, such as facility closures or consolidations. Any withdrawal liability could have an adverse effect on our results of operations.

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We may not be able to adequately protect proprietary rights to our technology and legal proceedings or investigations, including enforcement of our intellectual property rights, could increase our operating costs and adversely affect our financial condition and results of operations.

Our success depends in part upon our proprietary technology and processes. 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 both in the United States and in foreign countries 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. For example, 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 have applied for patent protection relating to certain existing and proposed products and processes. While we generally apply for patents in those countries where we intend to make, have made, use or sell patented products, we may not accurately predict all of the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. Furthermore, we cannot assure you that any of our patent applications will be approved. We also cannot assure you that the patents issued as a result of our foreign patent applications will have the same scope of coverage as our United States patents. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, we cannot assure you that competitors or other third parties will not infringe our patents, or that we will have adequate resources to enforce our patents.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected.

We rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors, and have registered or applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors or other third parties will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.

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, intellectual property, employees, taxes, contracts, anti-competitive or anti-corruption practices as well as other disputes and proceedings that arise in the ordinary course of business. It could be costly to address these claims or any investigations involving them, whether meritorious or not, and legal proceedings and investigations could divert management’s attention as well as operational resources, adversely affecting our financial position, results of operations and cash flows. Although the unauthorized use of our intellectual property may adversely affect our results of operations, any attempts to enforce our intellectual property rights, even if successful, could result in costly and prolonged litigation, divert management’s attention and resources, and materially adversely affect our results of operations.

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Furthermore, we may be subject to claims that we have infringed the intellectual property rights of another. Even if without merit, such claims could result in costly and prolonged litigation, cause us to cease making, licensing or using products or technologies that incorporate the challenged intellectual property, require us to redesign, reengineer or rebrand our products, if feasible, divert management’s attention and resources, and materially adversely affect our results of operations. We may also be required to enter into licensing agreements in order to continue using technology that is important to our business, or we may be unable to obtain license agreements on acceptable terms. The requirements of such licensing agreements, failure to obtain the rights granted under such agreements, failure to conclude them on acceptable terms or litigation related to such agreements could adversely affect our financial position or results of operations.

Current liabilities under, as well as the cost of compliance with, environmental, health and safety laws could increase our operating costs and adversely affect our financial condition and results of operations.

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. At December 31, 2018, we had close-down and environmental remediation costs provisions of €83 million. Future environmental regulations or more aggressive enforcement of existing regulations could impose stricter compliance requirements on us and on the industries in which we operate. Additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. 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. Additionally, evolving regulatory standards and expectations can result in increased litigation and/or increased costs. There are also no assurances that newly discovered conditions, or new or more aggressive enforcement of applicable environmental requirements, or any failure by counterparties to perform indemnification obligations, will not have a material adverse effect on our business.

Financial responsibility for contaminated property can be imposed on us where current or former operations have had an environmental impact. Such liability can include the cost of investigating and remediating contaminated soil or ground water, financial assurance, fines and penalties sought by environmental authorities, and damages arising out of personal injury, contaminated property and other toxic tort claims, as well as lost or impaired natural resources. Certain environmental laws impose strict, and in certain circumstances joint and several, liability for certain kinds of matters, such that a person can be held liable without regard to fault for all of the costs of a matter regardless of legality at the time of conduct and even though others were also involved or responsible.

We have accrued, and expect to accrue, costs relating to the above matters that are reasonably expected to be incurred based on available information. However, it is possible that actual costs may differ, perhaps significantly, from the amounts expected or accrued. Similarly, the timing of those expenditures may occur faster than anticipated. These differences could adversely affect our financial position, results of operations and cash flows.

Product liability claims against us could result in significant costs and could materially adversely affect our reputation and our business.

If any of the products that we sell are defective or cause harm to any of our customers, we could be exposed to product liability lawsuits and/or warranty claims. If we were found liable under product liability claims or are obligated under warranty claims, we could be required to pay substantial monetary damages. Even if we successfully defend ourselves against these types of claims, we could still be forced to spend a substantial amount of money in litigation expenses, our management could be required to devote significant time and attention to defending against these claims, and our reputation could suffer, any of which could harm our business.

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Our operations present significant risk of injury or death.

Because of the heavy industrial activities conducted at our facilities, there exists a risk of injury or death to our employees or other visitors, notwithstanding the safety precautions we take. Our operations are subject to regulation by national, state and local agencies responsible for employee health and safety, which has from time to time levied fines against us for certain isolated incidents. While such fines have not been material and we have in place policies to minimize such risks, we may nevertheless be unable to avoid material liabilities for any employee death or injury that may occur in the future, and any such incidents may materially adversely affect our reputation.

The insurance level that we maintain may not fully cover all potential exposures.

We maintain property, casualty and workers’ compensation insurance in accordance with market practice, but such insurance may not fully cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including, but not limited to, liabilities for breach of contract, environmental compliance or remediation. In addition, from time to time and depending on market conditions, various types of insurance coverage for companies in our industry may not be available on commercially acceptable terms or, in some cases, may not be available at all. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

Risks Related to Our Industry

Our financial results could be adversely affected by the volatility in aluminium prices.

The overall price of primary aluminium consists of several components: (1) the underlying base metal component, which is typically based on quoted prices from the London Metal Exchange (“LME”); (2) the regional premium, which represents an incremental price over the base LME component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal sold in the United States or the Rotterdam premium for metal sold in Europe); and (3) the product premium, which represents a separate incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.), alloy, or purity. Each of these three components has its own drivers of variability. The LME price is typically driven by macroeconomic factors, including the global supply and demand of aluminium. 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 aluminium shape and alloy combination in a particular region.

Speculative trading in aluminium has increased in recent years, contributing to higher levels of price volatility. During 2014, regional premiums reached levels substantially higher than historical averages, whereas, in 2015, such premiums experienced significant decreases in all regions, reverting to levels that are closer to historical averages. The Rotterdam regional premium increased to 26% of the LME base price in December 2014 and the Midwest regional premium increased to 27% of the LME base price. Sustained high aluminium prices, increases in aluminium prices, the inability to meaningfully hedge our exposure to aluminium prices, or the inability to pass through any fluctuation in regional premiums or product premiums to our customers, could have a material adverse effect on our business, financial condition, and results of operations and cash flow. In 2018, the LME cash price of aluminium reached a high of $2,603 per metric ton and a low of $1,870 per metric ton compared to a high of $2,246 per metric ton and a low of $1,701 per metric ton in 2017. In 2018, regional premiums ranged from 6% to 11% of the LME base price for the Rotterdam regional premium and from 9% to 23% of the LME base price for the U.S. Midwest regional premium.

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Aluminium may become less competitive with alternative materials, which could reduce our share of industry sales, lower our selling prices and reduce our sales volumes.

Our fabricated aluminium products compete with products made from other materials—such as steel, glass, plastics and composite materials—for various applications. Higher aluminium prices relative to substitute materials tend to make aluminium products less competitive with these alternative materials. The willingness of customers to accept aluminium substitutes could result in reduced prices or sales volumes, either of which could materially and adversely affect our business, financial condition, results of operations and cash flows.

Environmental and other regulations may also increase our costs and may be passed on to our customers, and may restrict the use of chemicals needed to produce aluminium products. These regulations may make our products less competitive as compared to materials that are subject to fewer regulations. Certain existing regulations may make our products more attractive than competing products, including the Corporate Average Fuel Economy (“CAFE”) standards that require material improvements in the automotive and light truck miles per gallon by 2025 in the U.S. We believe such standards have increased demand for lighter materials used in the vehicle’s body in North America. The relaxation of these standards under the new Safer Affordable Fuel Efficient (SAFE) Vehicles Proposed Rule, which is being finalized by the Trump Administration, and the resulting potential litigation between California and the Federal State could reduce or delay the need for lighter materials among our customers. Any reduction in the competitiveness of our products relative to alternative materials could adversely affect our financial position, results of operations and cash flows.

Customers in our end-markets, including the can, packaging, aerospace and automotive sectors, use and continue to evaluate the further use of alternative materials to aluminium in order to reduce the weight and increase the efficiency of their products. Although trends in “light-weighting” have generally increased use of aluminium and substitution of aluminium for other materials, the willingness of customers to accept substitutions for aluminium, or the ability of large customers to exert leverage in the market to reduce the pricing for fabricated aluminium products, could adversely affect the demand for our products, and thus materially adversely affect our financial position, results of operations and cash flows.

If we are unable to substantially pass on to our customers the cost of price increases of our raw materials, including aluminium, 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. Although our sales are generally made on a “margin over metal price” basis, if prices increase, we may not be able to pass on the entire cost of the increases to our customers. There could also be a time lag between when changes in 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 are exposed to fluctuations in raw materials prices, including metal, since during this time lag we may have to temporarily bear the additional cost of the price change under our purchase contracts. Further, although most of our contracts allow us to substantially pass through metal prices to our customers, we have certain contracts that are based on fixed metal pricing, where pass through is not available. Similarly, in certain contracts we have ineffective pass through mechanisms related to regional premium fluctuation. A related risk is that a sustained significant increase in raw materials prices may cause some of our customers to substitute our products with other materials. We attempt to mitigate these risks, including through hedging, but we may not be able to successfully reduce or eliminate any resulting impact, which could have a material adverse effect on our financial results.

Significant regulatory developments stemming from the current U.S. administration could have an adverse effect on us.

Changes or uncertainties in U.S. political and regulatory conditions or laws and policies governing foreign trade, manufacturing, and development and investment in resulting from the current U.S. administration, could adversely affect our business and financial statements. In particular, the current U.S. administration is negotiating

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new trade agreements with partners such as Europe and Canada, and has implemented and/or is considering new duties and potential tariffs on selected imported goods (including aluminium products, cars and automotive components as part of ongoing or potential 232 investigations). These actions could lead to retaliatory tariffs or other adverse actions toward the United States by our customers in those countries, which could adversely affect our business, financial condition and results of operations.

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

Our operations use natural gas and electricity, which represent the third largest component of our cost of sales, after metal and labor costs. We purchase part of our natural gas and electricity on a market basis. The volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, used by our production facilities affects operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets as well as governmental regulation and imposition of further taxes on energy. Although we have secured a large part of our natural gas and electricity under fixed price commitments or long-term contracts with suppliers, future increases in fuel and utility prices, or disruptions in energy supply, may have an adverse effect on our financial position, results of operations and cash flows.

Adverse changes in currency exchange rates could adversely affect our financial results.

The financial condition and results of operations of some of our operating entities are reported in various currencies and then translated into euros at the applicable exchange rate for inclusion in our Consolidated Financial Statements. As a result, the appreciation of the euro against the currencies of our operating local entities may have a negative impact on reported revenue and operating profit, and the resulting accounts receivable, while depreciation of the euro against these currencies may generally have a positive effect on reported revenue and operating profit. We do not hedge translation of forecasted results or actual results.

In addition, while the majority of costs incurred are denominated in local currencies, a portion of the revenue are denominated in U.S. dollars and other currencies. As a result, appreciation in the U.S. dollar may have a positive impact on earnings while depreciation of the U.S. dollar may have a negative impact on earnings. While we engage in significant hedging activity to attempt to mitigate this foreign transactions currency risk, this may not fully protect us from adverse effects due to currency fluctuations on our business, financial condition or results of operations.

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.

The metals industry is generally cyclical in nature, and these cyclical fluctuations tend to directly correlate with changes in general and local economic conditions. These conditions include the level of economic growth, financing availability, the availability of affordable energy sources, employment levels, interest rates, consumer confidence and housing demand. Historically, in periods of recession or periods of minimal economic growth, metals companies have often tended to underperform other sectors.

We are particularly sensitive to cycles in the aerospace, defense, automotive, other transportation, building and construction and general engineering end-markets, which are highly cyclical. During recessions or periods of low growth, these industries typically experience major cutbacks in production, resulting in decreased demand for aluminium 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. Accordingly, reduced demand and pricing pressures may significantly reduce our profitability and materially adversely affect our financial condition, results of operations and cash flows.

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In particular, we derive a significant portion of our revenue from products sold to the aerospace industry, which is highly cyclical and tends to decline in response to overall declines in the general economy. The commercial aerospace industry is historically driven by the demand from commercial airlines for new aircraft. Demand for commercial aircraft is influenced by airline industry profitability, trends in airline passenger traffic, the state of the U.S. and global economies and numerous other factors, including the effects of terrorism. A number of major airlines have undergone Chapter 11 bankruptcy or comparable insolvency proceedings and experienced financial strain from volatile fuel prices. The aerospace industry also suffered significantly in the wake of the events of September 11, 2001, resulting in a sharp decrease globally in new commercial aircraft deliveries and order cancellations or deferrals by the major airlines. Despite existing backlogs, continued financial uncertainty in the industry, inadequate liquidity of certain airline companies, production issues and delays in the launch of new aircraft programs at major aircraft manufacturers, stock variations in the supply chain, terrorist acts or the increased threat of terrorism may lead to reduced demand for new aircraft that utilize our products, which could materially adversely affect our financial position, results of operations and cash flows.

Further, the demand for our automotive extrusions and rolled products and many of our general engineering and other industrial products is dependent on the production of cars, light trucks, and heavy duty vehicles and trailers. The automotive industry is highly cyclical, as new vehicle demand is dependent on consumer spending and is tied closely to the strength of the overall economy. We note that the demand for luxury vehicles in China has become significant over the past several years and therefore fluctuations in the Chinese economy may adversely affect the demand for our products. Production cuts by manufacturers may adversely affect the demand for our products. Many automotive-related manufacturers and first tier suppliers are burdened with substantial structural costs, including pension, healthcare and labor costs that have resulted in severe financial difficulty, including bankruptcy, for several of them. A worsening of these companies’ financial condition or their bankruptcy could have further serious effects on the conditions of the markets, which directly affects the demand for our products. In addition, the loss of business with respect to, or a lack of commercial success of, one or more particular vehicle models for which we are a significant supplier could have a materially adverse impact on our financial position, results of operations and cash flows.

Customer demand in the aluminium industry is also affected by holiday seasons, weather conditions, economic and other factors beyond our control. Our volumes are impacted by the timing of the holiday seasons in particular, the lowest volumes typically occurring in August and December and highest volumes occurring in January to June. Our business is also impacted by seasonal slowdowns and upturns in certain of our customers’ industries. Historically, the beverage can industry is strongest in the spring and summer season, whereas the automotive and construction sectors encounter slowdowns in both the third and fourth quarters of the calendar year. Therefore, our quarterly financial results could fluctuate as a result of climatic or other seasonal changes, and a prolonged period of unusually cool summers in different regions in which we conduct our business could have a negative effect on our financial position, results of operations and cash flows.

Regulations regarding carbon dioxide emissions, and unfavorable allocation of rights to emit carbon dioxide or other air emission related issues, as well as other environmental laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.

Global climate change associated with increased levels of greenhouse gases, including carbon dioxide, has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Measures to reduce carbon dioxide and other greenhouse gas emissions that directly or indirectly affect us or our suppliers have been implemented and more such measures are being developed or may be developed in the future. Substantial quantities of greenhouse gases are released as a consequence of our operations. Compliance with regulations governing such emissions tend to become more stringent over time and could lead to a need for us to further reduce such greenhouse gas emissions, to purchase rights to emit from third parties, or to make other changes to our business, all of which could result in significant additional costs or could reduce demand for our products. In addition, we are a significant purchaser of energy. Existing and future regulations relating to the emission of carbon dioxide by our energy suppliers could result in materially increased energy costs for our operations, and

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we may be unable to pass along these increased energy costs to our customers, which could have a material adverse effect on our business, financial condition and results of operations. For example, the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change resulted in an agreement (the “Paris Agreement”), that calls for the parties to undertake “ambitious efforts” to limit the average global temperature and to conserve and enhance sinks and reservoirs of greenhouse gases and establishes a framework for the parties to cooperate and report actions to reduce greenhouse gas emissions. Implementation of the Paris Agreement, whether through a revised European emissions trading system or other measures, could have a material adverse effect on our business, financial condition and results of operations.

Our fabrication process is subject to regulations that may hinder our ability to manufacture our products. Some of the chemicals we use in our fabrication processes are subject to government regulation, such as REACH (“Registration, Evaluation, Authorisation and Restriction of Chemicals”) in the EU. Under REACH, we are required to register some of our products with the European Chemicals Agency, and compliance with the registration process or obtaining necessary approvals could impose significant costs on our facilities or delay our introduction of new products. We may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance, and we may lose customers or revenue as a result. Additionally, if we fail to comply with these or similar laws and regulations, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance. To the extent that other nations in which we operate also require chemical registration, potential delays similar to those in Europe may delay our entry into these markets. Any failure to obtain or delay in obtaining regulatory approvals for chemical products used in our facilities could have a material adverse effect on our business, financial condition and results of operations.

Market-driven balancing of global aluminium supply and demand may be disrupted by non-market forces or other impediments to production closures.

In response to market-driven factors relating to the global supply and demand of aluminium and alumina, certain producers in the aluminium market have curtailed or closed portions of their production capacity. Certain other industry producers have independently undertaken to reduce production as well. Reductions in production may be delayed or impaired by the terms of long-term contracts to buy power or raw materials. The existence of non-market forces on global aluminium industry capacity, such as political pressures in certain countries to keep jobs or to maintain or further develop industry self-sufficiency, may prevent or delay the closure or curtailment of certain producers’ smelters, irrespective of their position on the industry cost curve. The impact of such non-market forces on the industry as a whole might adversely affect the company and its results of operations.

Risks Related to Our Indebtedness and Financial Reporting

Our level of indebtedness could limit cash flow available for our operations and capital expenditures and could adversely affect our ability to service our debt or obtain additional financing, if necessary, and our net income.

We have now and will continue to have a significant amount of indebtedness. As of December 31, 2018, we had total indebtedness of €2,151 million (of which €2,148 million consisted of the principal amount of the Notes, net of €32 million of issuance costs). Further, we have substantial pension and other post-employment benefit obligations, resulting in net liabilities of €610 million as of December 31, 2018.

Our level of indebtedness could adversely affect our operations. Among other things, our substantial indebtedness could:

| • |  | limit our ability to obtain additional financing for working capital, capital expenditures, research and development efforts, acquisitions and general corporate purposes;

| • |  | make it more difficult for us to satisfy leverage and fixed charge coverage ratios required for us to incur additional indebtedness under our existing indebtedness;

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| • |  | make it more difficult for us to satisfy our financial obligations;

| • |  | increase our vulnerability to general adverse economic and industry conditions;

| • |  | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

| • |  | restrict us from making strategic acquisitions, introducing new technologies and exploiting business opportunities;

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

| • |  | limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete; and

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

In addition, 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.

In addition, a portion of our indebtedness is, and our future indebtedness may be, subject to variable rates of interest, exposing us to interest rate risk. See “Item 10. Additional Information—C. Material Contracts.” If interest rates increase, our debt service obligations on the variable rate indebtedness would increase, resulting in a reduction of our net income that could be significant, even though the principal amount borrowed would remain the same.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures and agreements governing our existing indebtedness do not fully prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

The terms of our indebtedness contain covenants that restrict our current and future operations, and a failure by us to comply with those covenants may materially adversely affect our business, results of operations and financial condition.

The agreements governing our existing indebtedness contains, and the agreements governing any future indebtedness we may incur would likely contain, a number of financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. These include, without limitation, restrictions on our ability to, among other things: (i) incur or guarantee additional debt; (ii) pay dividends and make other restricted payments and investments; (iii) create or incur certain liens; (iv) make certain loans, acquisitions or investments; (v) engage in sales of assets and subsidiary stock; (vi) enter into transactions with affiliates; (vii) transfer all or substantially all of our assets or enter into merger or consolidation transactions; and (viii) enter into sale and lease-back transactions.

In addition, the Pan-U.S. ABL Facility for our Ravenswood, Muscle Shoals, and Bowling Green sites provides that at any time during which borrowing availability thereunder is below 10% of the aggregate commitments under the Pan-U.S. ABL Facility, we will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 and a minimum Borrower EBITDA Contribution of 25%, in each case calculated on a trailing twelve-month basis. “Borrower EBITDA Contribution” means, for any period, the ratio of (x) the combined EBITDA of the borrowers under the Pan-U.S. ABL Facility and their subsidiaries for such period, to (y) the consolidated EBITDA of the Company and its subsidiaries for such period.

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A failure to comply with our debt covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, results of operations and financial condition. 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, together with accrued and unpaid interest and fees, to be due and payable, or take other remedial actions. Our indebtedness also contains cross-default provisions, which means that if an event of default occurs under certain material indebtedness, such event of default may trigger an event of default under our other indebtedness. If our indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to repay such indebtedness in full and our lenders could foreclose on our pledged assets.

A deterioration in our financial position or a downgrade of our ratings by a credit rating agency could increase our borrowing costs, lead to our inability to access liquidity facilities, and adversely affect our business relationships.

A deterioration in our financial position or a downgrade of our credit ratings could adversely affect our financing, 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.

While the terms of our other existing financing arrangements do not require us to maintain a specific credit rating, the commitments under the Wise Factoring Facility (as defined herein) are conditioned on, among other things, (i) Constellium’s corporate credit rating not having been withdrawn by either Standard & Poor’s or Moody’s or downgraded below B- by Standard & Poor’s and B3 by Moody’s, and (ii) there not having occurred a material adverse change in the business condition, operations, or performance of Wise Alloys Funding II LLC, since renamed Constellium Muscle Shoals Funding II LLC, Wise Alloys LLC, since renamed Constellium Muscle Shoals LLC (“Muscle Shoals”), or Constellium International. See “Item 10. Additional Information—C. Material Contracts—Wise Factoring Facilities.” If either of these conditions occurs, all purchases under the Wise Factoring Facility will become uncommitted. If the Wise Factoring Facility is not extended, refinanced or replaced, Wise’s cash collections from customers will be on longer terms than currently funded through the Wise Factoring Facility. As a result, the Company’s liquidity could meaningfully decrease, causing the Company to have insufficient liquidity to operate its business and service its indebtedness, unless another source of liquidity is identified.

A deterioration of our financial position or a downgrade of our credit ratings for any reason could also increase our borrowing costs and have an adverse effect on our business relationships with customers, suppliers and hedging counterparties. As discussed above, we enter into various forms of hedging arrangements against currency, interest rate or metal price fluctuations and trade metal contracts on the LME. Financial strength and credit ratings are important to the availability and pricing of these hedging and trading activities. As a result, any downgrade of our credit ratings may make it more costly for us to engage in these activities, and changes to our level of indebtedness may make it more difficult or costly for us to engage in hedging and trading activities in the future.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. Although there can be no assurances, we believe that the cash provided by our operations will be sufficient to provide for our cash requirements for the foreseeable future. However, our ability to satisfy our obligations will depend on our future operating performance and financial results, which will be subject, in part, to factors beyond our control, including interest rates and general economic, financial and business conditions. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an

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amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to service our debt, we may be required to:

| • |  | refinance all or a portion of our debt;

| • |  | obtain additional financing;

| • |  | sell some of our assets or operations;

| • |  | reduce or delay capital expenditures and acquisitions;

| • |  | reduce or delay our research and development efforts; or

| • |  | revise or delay our strategic plans.

If we are required to take any of these actions, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure you that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt instruments.

Our historical financial information presented in this report may not be representative of future results, our relatively short history operating as a standalone company may pose some challenges and we have incurred and will continue to incur increased costs and demands upon resources as a result of being a public company.

Due to inherent uncertainties of our business, the historical financial information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future as past performance is not necessarily an indicator of future performance. In addition, we have a relatively short history operating as a standalone company which may pose some operational challenges to our management. We incur significant legal, accounting and other expenses as a public company, including costs resulting from public company reporting obligations under the Exchange Act and regulations regarding internal control over financial reporting, as well as compliance with NYSE requirements. Our management is required to devote substantial time and attention to our public company reporting obligations and other compliance matters. We evaluate and monitor developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs as rules and regulations change. Our reporting and other compliance obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future which may divert management’s attention from running our core business or otherwise materially adversely affect our operating results.

If we do not adequately maintain and continue to evolve our financial reporting and internal controls (which could result in higher operating costs), we may be unable to accurately report our financial results or prevent fraud.

We will need to continue to improve existing, and implement new, financial reporting and management systems, procedures and controls to manage our business effectively and support our growth in the future. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures and controls, or the obsolescence of existing financial control systems, could harm our ability to accurately forecast sales demand and record and report financial and management information on a timely and accurate basis.

We could also suffer a loss of confidence in the reliability of our financial statements if our independent registered public accounting firm reports a material weakness in our internal controls, if we do not develop and maintain effective controls and procedures or if we are otherwise unable to deliver timely and reliable financial information. Any loss of confidence in the reliability of our financial statements or other negative reaction to our failure to develop timely or adequate disclosure controls and procedures or internal controls could result in a decline in the trading price of our ordinary shares. In addition, if we fail to remedy any material weakness, our financial statements may be inaccurate, we may face restricted access to the capital markets and the price of our ordinary shares may be materially adversely affected.

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Risks Related to Our Corporate Structure and Ownership of our Ordinary Shares

We are a foreign private issuer under the U.S. securities laws and within the meaning of the New York Stock Exchange (“NYSE”) rules. As a result, we qualify for and rely on exemptions from certain corporate governance requirements and may rely on other exemptions available to us in the future.

As a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), we are permitted to follow our home country practice in lieu of certain corporate governance requirements of the NYSE. Foreign private issuers are also exempt from certain U.S. securities law requirements applicable to U.S. domestic issuers, including the requirement to file quarterly reports on Form 10-Q, to distribute a proxy statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the solicitation of proxies for shareholder meetings, and Section 16 filings.

We rely on the exemptions for foreign private issuers and follow Dutch corporate governance practices in lieu of some of the NYSE corporate governance rules. We may change the home country corporate governance practices we follow, and, accordingly, which exemptions we rely on from the NYSE requirements. So long as we qualify as a foreign private issuer, you may not have the same protections applicable to companies that are subject to all of the NYSE corporate governance requirements.

If we were to lose our status as a foreign private issuer or otherwise not be considered a foreign private issuer, the regulatory and compliance costs to the Company could be significantly more than the costs we incur as a foreign private issuer. We would be required to file periodic reports, including audited financial statements, and registration statements on U.S. domestic issuer forms with the SEC, including proxy statements pursuant to Section 14 of the Exchange Act. These SEC disclosure requirements are more detailed and extensive than the forms available to a foreign private issuer. Furthermore, if we were not a foreign private issuer, we would be required to meet such filing requirements on a more abbreviated timetable than is applicable to our current filings with the SEC. In addition, our directors, executive officers and 10% owners would become subject to insider short-swing profit disclosure and recovery rules under Section 16 of the Exchange Act. We could also be required to modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. In addition, we would lose our ability to rely upon exemptions from certain NYSE corporate governance requirements that are available to foreign private issuers. In particular, within six months of losing our foreign private issuer status we would be required to have a majority of independent directors and a nominating/corporate governance committee and a compensation committee comprised entirely of independent directors, unless other exemptions are available under the NYSE rules. Any of these changes would likely increase our regulatory and compliance costs and expenses, which could have a material adverse effect on our business, financial condition and results of operations.

If we fail to meet the continuing listing requirements to maintain the listing of our ordinary shares on the NYSE, our ordinary shares could be delisted by the NYSE prior to any voluntary delisting.

Our ordinary shares are currently listed on the NYSE under the symbol “CSTM”. We must meet continuing listing requirements to maintain the listing of our ordinary shares on the NYSE. If we fail to meet certain listing standards on the NYSE, our ordinary shares may be subject to delisting after the expiration of the period of time, if any, that we are allowed for regaining compliance. We may also voluntarily delist our ordinary shares from the NYSE under certain circumstances. There can be no assurance that our ordinary shares will remain listed on the NYSE. Any delisting of our ordinary shares could adversely affect a shareholder’s ability to dispose, or obtain quotations as to the market value, of such shares and the market price and liquidity of such ordinary shares.

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We do not comply with all the provisions of the Dutch Corporate Governance Code, which could affect your rights as a shareholder.

We are subject to the Dutch Corporate Governance Code, which applies to all Dutch companies listed on a regulated market, whether in the Netherlands or elsewhere, including the NYSE. The Dutch Corporate Governance Code contains principles and best practice provisions for boards of directors, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. The Dutch Corporate Governance Code is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the provisions of the Dutch Corporate Governance Code and, if they do not comply with those provisions, to give the reasons for such noncompliance. The principles and best practice provisions apply to the board (relating to, among other matters, the board’s role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting of shareholders (for example, regarding anti-takeover protection and obligations of a company to provide information to its shareholders), and financial reporting (such as external auditor and internal audit requirements). We have decided not to comply with a number of the provisions of the Dutch Corporate Governance Code because such provisions conflict, in whole or in part, with the corporate governance rules of the NYSE and U.S. securities laws that apply to our company whose ordinary shares are traded on the NYSE, or because such provisions do not reflect best practices of global companies listed on the NYSE. This may affect your rights as a shareholder and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the Dutch Corporate Governance Code. See “Item 16G. Corporate Governance—Dutch Corporate Governance Code.”

The market price of our ordinary shares may fluctuate significantly, and you could lose all or part of your investment.

The market price of our ordinary shares may be influenced by many factors, some of which are beyond our control and could result in significant fluctuations, including: (i) the failure of financial analysts to cover our ordinary shares, changes in financial estimates by analysts or any failure by us to meet or exceed any of these estimates; (ii) actual or anticipated variations in our operating results; (iii) announcements by us or our competitors of significant contracts or acquisitions; (iv) the recruitment or departure of key personnel; (v) regulatory and litigation developments; (vi) developments in our industry; (vii) future sales of our ordinary shares; and (viii) investor perceptions of us and the industries in which we operate.

In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. If any such litigation is instituted against us, it could materially adversely affect our business, results of operations and financial condition.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales may occur, could cause the market price of our ordinary shares to decline.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales may occur, could cause the market price of our ordinary shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. In addition, the sale of our ordinary shares by our officers and directors in the public market, or the perception that such sales may occur, could cause the market price of our ordinary shares to decline.

We may issue ordinary shares or other securities from time to time as consideration for, or to finance, future acquisitions and investments or for other capital needs. We cannot predict the size of future issuances of our

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shares or the effect, if any, that future sales and issuances of shares would have on the market price of our ordinary shares. If any such acquisition or investment is significant, the number of ordinary shares or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial and may result in additional dilution to our shareholders. We may also grant registration rights covering ordinary shares or other securities that we may issue in connection with any such acquisitions and investments.

Provisions of our organizational documents and applicable law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their ordinary shares or to make changes in our board of directors.

Several provisions of our Amended and Restated Articles of Association and the laws of the Netherlands could make it difficult for our shareholders to change the composition of our board of directors, thereby preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger, consolidation or acquisition that shareholders may consider favorable. Provisions of our Amended and Restated Articles of Association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These anti-takeover provisions could substantially 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 your ability to realize any potential change of control premium.

Our general meeting of shareholders has empowered our board of directors to issue shares and restrict or exclude preemptive rights on those shares for a period of five years. Accordingly, an issue of new shares may make it more difficult for a shareholder to obtain control over our general meeting of shareholders.

In addition, because certain of our products may have applications in the defense sector, we may be subject to rules and regulations in France and other jurisdictions that could impede or discourage a takeover or other change in control of Constellium or its subsidiaries. In particular, Constellium supplies aluminium alloy products, such as plates, sheets, profiles, tubes and castings, and related services and research and development (“R&D”) activities in connection with aerospace and defense programs in France. As a result, a controlling investment in Constellium or certain of its French subsidiaries, or the purchase of assets constituting a business that produces products or provides services with applications in the defense sector, by a company or individual that is considered to be foreign or non-resident in France may be subject to the French Monetary and Financial Code, which requires prior authorization of the French Ministry of Economy.

The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

Our corporate affairs are governed by our Amended and Restated Articles of Association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, our board of directors is required by Dutch law to consider the interests of our company, its shareholders, its employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder. See “Item 16G. Corporate Governance—Dutch Corporate Governance Code.”

Although shareholders have the right to approve legal mergers or demergers, Dutch 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, if a third party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in

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value, of their stock. Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests, may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment (verklaring voor recht), for example, declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement that provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties with an opt-out choice for an individual injured party. An individual injured party, within the period set by the court, may also individually institute a civil claim for damages if such injured party is not bound by a collective agreement.

The provisions of Dutch corporate law and our Amended and Restated 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.

United States civil liabilities may not be enforceable against us.

We are incorporated under the laws of the Netherlands and substantial portions of our assets are located outside the United States. In addition, certain directors, officers and experts named herein reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.

There is no treaty between the United States and the Netherlands 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 federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the Netherlands unless the underlying claim is re-litigated before a Dutch court. However, under current practice, the courts of the Netherlands may be expected to render a judgment in accordance with the judgment of the relevant U.S. court, provided that such judgment (i) is a final judgment and has been rendered by a court which has established its jurisdiction on the basis of internationally accepted grounds of jurisdictions, (ii) has not been rendered in violation of elementary principles of fair trial, (iii) is not contrary to the public policy of the Netherlands, and (iv) is not incompatible with (a) a prior judgment of a Netherlands court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgment is not capable of being recognized in the Netherlands. It is uncertain whether this practice extends to default judgments as well.

Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against us or members of our board of directors, officers or certain experts named herein who are residents of the Netherlands or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

In addition, there is doubt as to whether a Dutch court would impose civil liability on us, the members of our board of directors, our officers or certain experts named herein in an original action predicated solely upon

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the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, officers or experts, respectively.

Our plan to convert the Company into a Societas Europaea and transfer our corporate seat from the Netherlands to France is subject to various risks and uncertainties, including shareholder approval, and may not be completed in accordance with the expected plans or at all.

We announced in July 2017 that we intend to move our corporate seat to France and close our Amsterdam office (the “Corporate Seat Transfer”). The Corporate Seat Transfer is intended to enable us to reorganize in a manner that would, among other things, reduce costs and simplify our corporate structure. See “Item 4. Information on the Company—B. Business Overview—Recent Developments—Plan to Transfer Corporate Seat to France.”

The Corporate Seat Transfer is subject to shareholder approval. Pursuant to governing law, two separate shareholder approvals are required for the conversion from its present form, a Dutch public company or Naamloze Vennootschap (“NV”), into a European public company (Societas Europaea or “SE”) and for the Corporate Seat Transfer. We are required to obtain shareholder approval for, first, the conversion into an SE and, second, the transfer of the corporate seat to France. If we do not obtain both of the required shareholder approvals we will not be able to consummate the Corporate Seat Transfer or realize the anticipated benefits.

We are continuing to evaluate the requirements for effectuating such conversion and transfer, and it is possible that adverse impacts of such requirements on our Company or failure to obtain required approvals could delay or prevent the completion of such plans or could cause us to materially modify or abandon such plans. If the Corporate Seat Transfer is not approved or successfully completed, we will continue to be governed by Dutch law.

Risks Related to Taxation

Increases or decreases in income tax rates, changes in 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 amount we are required to pay, including changes in or interpretations of tax laws and regulations in any given jurisdiction or global- and EU-based initiatives such as the Action Plan on Base Erosion and Profit Shifting (“BEPS”) of the Organization for Economic Co-operation and Development (the “OECD”) and the EU Anti-Tax Avoidance Directive (EU/2016/1164 as amended by EU/2017/952, the “ATAD”) which aim among other things to address tax avoidance by multinational companies, changes in geographical allocation of income and expense, our ability to use net operating loss and other tax attributes, and our evaluation of our deferred tax assets that requires significant judgment. The current incorporation into domestic tax law of the OECD principles related to BEPS included in the final reports released by the OECD as well as the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS signed in Paris on June 7, 2017 could increase administrative efforts within the Company and impact existing structures. Furthermore, the European Commission published a corporate reform package proposal on October 25, 2016 including three new proposals that aim at (i) re-launching the Common Consolidated Corporate Tax Base (“CCCTB”) which is a single set of rules to compute companies’ taxable profits in the EU, (ii) avoiding loopholes associated with profit-shifting for tax between EU countries and non-EU countries, and (iii) providing new dispute resolution rules to relieve problems with double taxation for businesses. Changes to our effective tax rate could materially adversely affect our financial position, liquidity, results of operations and cash flows.

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In addition, due to the size and nature of our business, we are subject to ongoing reviews by taxing 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, our experience with previous audits and settlements, the status of current tax examinations and how the tax authorities and courts view certain issues. Such amounts are included in income taxes payable, other non-current liabilities or deferred income tax liabilities, as appropriate, and updated over time as more information becomes available or on the basis of the lapse of the statute of limitation. We record additional tax expenses or reduce tax expenses in the period in which we determine that the recorded tax liability is less than or in excess of the ultimate assessment we expect. We are currently subject to audit and review in a number of jurisdictions in which we operate, and further audits may commence in the future.

The Company is incorporated under the laws of the Netherlands and on this basis is subject to Dutch tax laws as a Dutch resident taxpayer. In July 2017, we announced the Corporate Seat Transfer. In anticipation of the envisaged Corporate Seat Transfer, the Company has executed certain restructuring steps including amongst others the establishment of a French branch which is engaged in holding activities and is the head of our French tax consolidated group. We believe that, until completion of the Corporate Seat Transfer, because of the manner in which we conduct our business, the Company remains resident only in the Netherlands and has a French branch, which is subject to French taxes for the operations attributable to this branch.

If our tax position were successfully challenged by applicable tax authorities, or if there were changes in the tax laws, tax treaties, or the interpretation or application thereof (which could in certain circumstances have retroactive effect) or in the manner in which we conduct our business, this could materially adversely affect our financial position.

The impact of recent U.S. Tax reform is uncertain.

New U.S. federal tax legislation (commonly referred to as “The Tax Cuts and Jobs Act”) was enacted in December 2017. This legislation made significant changes to the U.S. Internal Revenue Code, many of which are highly complex and may require interpretations and implementing regulations. As a result, we may incur meaningful expenses (including professional fees) as the new legislation is implemented. The expected impact of certain aspects of the legislation is unclear and subject to change.

French tax legislation may restrict the deductibility, for French tax purposes, of all or a portion of the interest on our indebtedness incurred in France, thus reducing the cash flow available to service our indebtedness.

French tax provisions restricting the deductibility of interest by reference to the French tax group’ EBITDA

Under article 223 B bis of the French tax code (“FTC”) which implemented article 4 of the EU Anti-Tax Avoidance Directive EU/2016/1164 of 12 July 2016 (“ATAD Directive”), deduction of net financial expenses incurred by a French tax group is allowed up to a maximum amount which depends on whether the said French tax group is deemed thinly-capitalized or not.

A French tax group is deemed thinly-capitalized for a financial year when the average amount of the sums left or made available during such financial year to member companies of the French tax group by related companies that are not members of the French tax group (subject to certain adjustments) exceeds 1.5 times the total shareholders’ equity of the French tax group.

| a) | In the case where the French tax group is not deemed thinly-capitalized, deduction of the net financial expenses borne by the French tax group is allowed up to the greater of (i) €M 3.0 and (ii) 30% of the French tax group’s EBITDA (subject to certain safe-harbor rules).

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| b) | In the case where the French tax group is deemed thinly-capitalized (subject to certain safe-harbor rules) deduction of the net financial expenses borne by the French tax group is allowed up the sum of

| - | the amount of the net financial expenses borne by the French tax group multiplied by the ratio R of (x) the debt of the French tax group towards unrelated parties plus 1.5 times the total shareholders’ equity over (y) the total debt of the French tax group, up to the greater of (i) €M 3.0 and (ii) 30% of the French tax group’s EBITDA, multiplied by the ratio R; and

| - | the amount of the net financial expenses borne by the French tax group multiplied by 1 – ratio R, up to the greater of (i) €M1.0 and (ii) 10% of the French tax group’s EBITDA, multiplied by 1 – ratio R.

Disallowed interest and unused interest capacity can be carried forward, subject to certain limitations.

Similar interest deduction limitations apply to the French companies that are not part of a French tax group.

French tax provisions restricting the deductibility of interest paid to shareholders

Interest paid by companies that are subject to French corporate income to their shareholders are only tax deductible up to the rate referred to in Article 39-1-3 of the FTC (i.e. the annual average of the average effective floating rates on bank loans to companies with an initial maturity exceeding two years). By exception, Article 212 § I-a) of the FTC provides that interest incurred on loans granted by a related party is deductible up to the rate referred to in Article 39-1-3 of the FTC or, if higher, up to the rate that the borrowing company could have obtained from independent financial credit institutions in similar circumstances.

French tax provisions restricting the deductibility of interest paid to related parties

Under Article 212 § I-b) of the FTC, the French debtor must demonstrate, at the French tax authorities’ request, that the interest paid to a foreign related party is subject to the condition that the lender is subject to income tax on such interest, the amount of which is at least equal to 25% of the corporate income which would be due on such interest if the lender was established in France, determined under standard French tax rules.

On February 22, 2017, the Council of the European Union adopted the EU Directive EU/2017/952 of May 29, 2017, (“ATAD 2 Directive”), amending the ATAD Directive, which, inter alia, extends the scope of the ATAD Directive to hybrid mismatches involving third countries, which would be applicable as from January 1, 2020, except for certain of its provisions which would be applicable as from January 1, 2022.

The ATAD 2 Directive, once implemented under French domestic law, may limit our ability to deduct interest accrued on our indebtedness incurred in France and may thus increase our tax burden, which could adversely affect our business, financial condition and results of operations, and reduce the cash flow available to service our indebtedness.

Similarly, until the effective date of the Corporate Seat Transfer, the detailed Dutch rules limiting interest deductions and the ATAD and ATAD 2 Directives may limit our ability to deduct interest in the Netherlands and may thus decrease the amount of our Dutch tax losses and increase our tax burden.

Any of the above consequences may have an adverse effect on our results of operations.

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We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could subject U.S. investors in our ordinary shares to significant adverse U.S. federal income tax consequences.

A foreign corporation will be a passive foreign investment company for U.S. federal income tax purposes (a “PFIC”) in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income,” or (ii) at least 50% of its assets produce or are held for the production of “passive income.” For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. We believe that we will not be a PFIC for the current taxable year and that we have not been a PFIC for prior taxable years and we expect that we will not become a PFIC in the foreseeable future, although there can be no assurance in this regard. The determination of whether we are a PFIC is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all of our assets on a quarterly basis and the character of each item of income we earn. This determination is made annually and cannot be completed until the close of a taxable year. It depends upon the portion of our assets (including goodwill) and income characterized as passive under the PFIC rules. Accordingly, it is possible that we may become a PFIC due to changes in our income or asset composition or a decline in the market value of our equity. Because PFIC status is a fact-intensive determination, no assurance can be given that we are not, have not been, or will not become, classified as a PFIC.

If we were to be classified as a PFIC in any taxable year, U.S. Holders (as defined in “Item 10. Additional Information—E. Material U.S. Federal Income Tax Consequences”) generally would be subject to special tax rules that could result in materially adverse U.S. federal income tax consequences. Further, investors should assume that a “qualified electing fund” election, which, if made, could serve as an alternative to the general PFIC rules and could reduce any adverse consequences to U.S. Holders if we were to be classified as a PFIC, will not be available because we do not intend to provide U.S. Holders with the information needed to make such an election. A mark-to-market election may be available, however, if our ordinary shares are regularly traded. For more information, see “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Consequences” and consult your tax advisor concerning the U.S. federal income tax consequences of acquiring, owning or disposing of our ordinary shares if we are or become classified as a PFIC.

Transactions in our ordinary shares could be subject to the European financial transaction tax, if adopted.

On February 14, 2013, the European Commission adopted a proposal for a directive on a common financial transaction tax (the “FTT”) to be implemented under the enhanced cooperation procedure by several Member States (Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovenia, Slovakia and Spain (the “Participating Member States”) and Estonia. However, Estonia has since stated that it will not participate.

The proposed FTT has a very broad scope and could, if introduced in its current form, apply to certain dealings in our ordinary shares (including secondary market transactions) in certain circumstances. The mechanism by which the tax would be applied and collected is not yet known, but if the proposed directive or any similar tax is adopted, transactions in our ordinary shares would be subject to higher costs, and the liquidity of the market for our ordinary shares may be diminished.

Under the 2013 proposals, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in our ordinary shares where at least one party is a financial institution, and at least one party is established in a Participating Member State. A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State, or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State.

However, the FTT proposal remains subject to negotiation between the Participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member

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States such as for example the Netherlands may decide to participate and/or certain of the Participating Member States may decide to withdraw. Prospective holders of our ordinary shares are advised to seek their own professional advice in relation to the consequences of the FTT.

Item 4. Information on the Company

A. | History and Development of the Company

Constellium Holdco B.V. (formerly known as Omega Holdco B.V.) was incorporated as a Dutch private limited liability company on May 14, 2010 (incorporated and governed under the Dutch Civil Code). Constellium Holdco B.V. was formed to serve as the holding company for various entities comprising the EAP Business, which Constellium acquired from affiliates of Rio Tinto on January 4, 2011 (the “Acquisition”). On May 21, 2013, Constellium Holdco B.V. was converted into a Dutch public limited liability company and renamed Constellium N.V. Any references to Dutch law and the Amended and Restated Articles of Association are references to Dutch law and the articles of association of the Company, respectively, following the conversion. On May 29, 2013, we completed our initial public offering. The articles of association of the Company were last amended and restated on August 18, 2015.

For information on our historical capital expenditures, see “Item 5. Operating and Financial Review and Prospects—Cash Flows—Historical Capital Expenditures.” For information on our capital expenditures currently in process, see “—B. Business Overview—Our Operating Segments.” We expect to finance our capital expenditures currently in process with a combination of internal and external financing sources.

The business address (head office) of Constellium N.V. is Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, the Netherlands, and our telephone number is +31 20 654 97 80. The address for our agent for service of process in the United States is Corporation Service Company, 80 State Street, Albany, New York 12207-2543, and its telephone number is (518) 433-4740.

B. | Business Overview

The Company

Overview

We are a global leader in the design and manufacture of a broad range of innovative rolled and extruded aluminium products, serving primarily the packaging, aerospace and automotive end-markets. Our business model is to add value by converting aluminium into semi-fabricated and in some instances fabricated products. We supply numerous blue-chip customers with many value-added products for performance-critical applications. Our product portfolio generally commands higher margins as compared to less differentiated, more commoditized fabricated aluminium products, such as common alloy coils, paintstock, foilstock and soft alloys for construction and distribution.

As of December 31, 2018, we operated 26 production facilities, including a joint venture with our partner, UACJ (Note: in January 2019 we acquired our partner’s share in this entity, see Recent Developments), we had three administrative centers in Baltimore, Paris and Zürich, and had three R&D centers. Additionally, we are building new facilities in Spain, China and Slovakia to serve our automotive structures customers. We believe our portfolio of flexible, integrated and strategically located facilities is among the most technologically advanced in the industry and that the significant growth investments we have made now position us well to capture expected demand growth in each of our end markets. It is our view that our established presence in North America, Europe and China combined with more than 50 years of manufacturing experience, quality and innovation, strategically position us to be a leading supplier to our global customer base. The Company had approximately 13,000 employees as of December 31, 2018.

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We seek to sell to end-markets that have attractive characteristics for aluminium, including (i) stability through economic cycles as seen in our North American and European packaging businesses, (ii) rigorous and complex technical requirements as seen in global aerospace and automotive businesses, and (iii) favorable growth fundamentals supported by the vehicle lightweighting trend seen in global automotive business, and the growth in electric vehicles.

We have invested capital in a number of attractive growth opportunities including: (i) Auto Body Sheet capabilities in Muscle Shoals, Alabama, in our joint venture in Bowling Green, Kentucky, in Neuf-Brisach, France, and in Singen, Germany (ii) a pusher furnace in Ravenswood, West Virginia, (iii) Automotive Structures operations in Van Buren, Michigan, White, Georgia and San Luis Potosí, Mexico, two production lines for battery enclosures for electric vehicles in Gottmadingen, Germany, advanced body structure capabilities in Dahenfeld, Germany, new cast houses and additional extrusion capability in Děčín, Czech Republic and a number of growth initiatives through R&D and debottlenecking efforts.

Our unique platform has enabled us to develop a stable and diversified customer base and to enjoy long-standing relationships with our largest customers. Our customer base includes market leading firms in packaging, aerospace, and automotive, such as AB InBev, Ball Corporation, Crown Holdings, Inc., Airbus, Boeing, and several premium automotive OEMs, including BMW AG, Daimler AG and Ford Motor Company. We believe that we are a critical supplier to many of our customers due to our technological and R&D capabilities as well as the long and complex qualification process required for many of our products. Our core products require close collaboration and, in many instances, joint development with our customers. We believe that this integrated collaboration with our customers for high value-added products reduces substitution risk, supports our competitive position and creates high barriers to entry.

For the years ended December 31, 2018, 2017 and 2016, the Company’s main key figures were as follows:

|  | For the years ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
Shipments (kT) |  |  | 1,534 |  |  |  | 1,482 |  |  |  | 1,470 |
Revenue (in € millions) |  |  | 5,686 |  |  |  | 5,237 |  |  |  | 4,743 |
Net income/(loss) (in € millions) |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )
Adjusted EBITDA (in € millions) |  |  | 498 |  |  |  | 448 |  |  |  | 398 |

Adjusted EBITDA is not a measure defined under IFRS. Adjusted EBITDA is defined and discussed in “Item 5. Operating and Financial Review and Prospects—Segment Results.”

Our objective is to expand our leading position as a supplier-of-choice of high value-added, technologically advanced products where we believe we have a competitive advantage through the following business strategies:

| (i) | High Value-added Product Focus

We are focused on our three strategic end-markets—packaging, aerospace and automotive—in which we have market leading positions and established relationships with many of the main manufacturers. These are also markets where we believe that we can differentiate ourselves through our high value-added and specialty products which make up the majority of our product portfolio. We have made substantial investments to develop unique R&D and technological capabilities, which we believe give us a competitive advantage in designs and innovations. We believe our differentiated products provide significant benefits to our customers in many areas such as weight reduction, higher strength and better formability. In addition, these products typically command higher margins than more commoditized products, and are supplied to end-markets that we believe have highly attractive characteristics and long-term growth trends. We intend to continue to invest in our R&D and technological capabilities and develop high value-added product portfolio.

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| (ii) | Customer Connectivity

We aim to deepen our ties with our customers by consistently providing best-in-class quality products, joint product development projects, market leading supply chain integration, customer technical support and scrap and recycling solutions. We regard our relationships with our customers as partnerships in which we work closely together to utilize our unique R&D and technological capabilities to develop customized solutions in order to meet evolving customer requirements. The close collaboration to develop best-in-class and tailored solutions, as well as significant effort and investment to adhere to rigorous qualification procedures, enable us to foster long-term relationships with our customers. In addition, through supply chain integration we are able to better anticipate customer demands, optimize supply and more efficiently manage our working capital needs. We also seek to strengthen customer connectivity through customer technical support and the closed-loop scrap management program. We will aim to continue to further foster and enhance the relations with our customers and position our company as a preferred supplier to our customers.

| (iii) | Optimize Margins and Asset Utilization Through Product Portfolio Management

We believe there are significant opportunities to enhance our profitability through rigorous focus on the products we choose to make and optimizing the throughput of these products in our facilities. For example, given our manufacturing configurations, there are certain products that our facilities are better equipped to manufacture. As a consequence, we can manufacture them more efficiently and at a lower cost. In addition, we are highly focused on maximizing the throughput of our facilities to increase the tons per machine hour and profitability per machine hour. We strive to achieve this through our investments in asset integrity, and through continuous improvements in our operations such as debottlenecking and optimizing equipment uptime, recovery and mill speed.

| (iv) | Harvesting Returns from Recent Investments

We have invested capital in a number of attractive growth opportunities. While these investments have attractive return and growth profiles, many of them are still in the ramp-up phase and are not yet making a significant contribution to our earnings. We believe the investments we have made now leave us well positioned to capture expected growth in our end markets and to contribute to future earnings.

| (v) | Strict Cost Control and Continuous Improvement

We believe that there are significant opportunities to improve the services and quality that we provide to our customers and to reduce our operating costs by implementing manufacturing excellence initiatives and other cost reduction initiatives such as our cost reduction initiative, Project 2019. We aim to establish best-in-class operations and achieve cost reductions by standardizing manufacturing processes and the associated upstream and downstream production elements where possible, while still allowing the flexibility to respond to local market demands.

| (vi) | Increased Financial Flexibility

We are focused on increasing our financial flexibility through earnings growth, strict cost control and working capital management, which we believe will collectively drive free cash flow generation and deleveraging. We believe having increased financial flexibility is a key pillar in achieving our long-term objective as a supplier-of-choice of high value-added, specialized and technologically-advanced products.

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Recent Developments

Plan to Transfer Corporate Seat to France

In line with our initiatives to reduce costs and simplify our corporate structure, we announced the Corporate Seat Transfer in July 2017. In order to effectuate this change, the Company intends to convert its corporate form from an NV to an SE through an amendment to its articles of association, and to take other steps under Dutch and French law to transfer its corporate seat to France. We expect the Corporate Seat Transfer, if completed, will enable us to make our corporate cost structure more efficient and to benefit from more advantageous tax treatment. The actions required to implement the Corporate Seat Transfer are subject to shareholder approval and, if approved, we currently expect the Corporate Seat Transfer should be completed in 2019.

The Corporate Seat Transfer may affect the rights of our shareholders. See “Item 3. Key Information—D. Risk Factors.”

Acquisition of UACJ’s Interest in Bowling Green

On January 10, 2019, pursuant to a purchase agreement with UACJ and its U.S. subsidiary, Tri-Arrows Aluminum Holding Inc. (“TAAH”), we acquired TAAH’s 49% stake in Constellium-UACJ ABS, LLC (“CUA”), for $100 million plus the assumption of 49% of approximately $80 million of third party debt at CUA. In connection with the agreement with UACJ and TAAH, we and TAAH agreed to certain transitional commercial arrangements connected to the continuing operations and the business, including an agreement for a multiyear supply of cold coils.

Amendment of U.S. ABL Facility

On February 20, 2019, we amended the Pan-U.S. ABL Facility to, among other things, (i) join Constellium Bowling Green LLC as an additional borrower and Constellium Property and Equipment Company LLC as an additional guarantor, (ii) increase the maximum commitments thereunder to $350 million, and (iii) make certain changes to the covenants, terms, and conditions thereof.

Our Operating Segments

Our business is organized into three operating segments:

(i) Packaging & Automotive Rolled Products includes the production of rolled aluminium products in our European and North American facilities. We supply the packaging market with canstock and closure stock for the beverage and food industry, as well as foil stock for the flexible packaging market. In addition, we supply the automotive market with a number of technically sophisticated applications such as ABS and heat exchanger materials.

(ii) Aerospace & Transportation includes the production of rolled aluminium products (and very limited volumes of extruded products) for the aerospace market, as well as rolled products for transport, industry and defense end-uses in our European and North American facilities.

(iii) Automotive Structures & Industry includes the production of extruded products and technologically advanced structures for the automotive industry including crash-management systems, body structures, side impact beams and battery enclosures in our European, North American and Chinese facilities. In addition, we fabricate hard and soft aluminium alloy extruded profiles in a number of our other European facilities for a range of high demand industry applications in the automotive, engineering, building and construction and other transportation end markets.

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Table: Overview of Operating Segments (as of December 31, 2018)

|  | Packaging & Automotive Rolled Products |  | Aerospace & Transportation |  | Automotive Structures & Industry
Manufacturing Facilities1 |  | 4 (France, Germany, United States) |  | 6 (France, United States, Switzerland) |  | 16 (France, Germany, Switzerland, Czech Republic, Slovakia, U.S., Canada, Mexico, China)
Employees (as of December 31, 2018) |  | •  3,750 |  | •  4,007 |  | •  4,559
Key Products |  | •  Can Stock •  Can End Stock •  Closure Stock •  Auto Body Sheet •  Rolled Products for Heat Exchangers •  Specialty reflective sheet (Bright) |  | •  Aerospace plates, sheets and extrusions •  Aerospace wing skins •  Plate and sheet for transportation, industry and defense applications |  | •  Automotive structures •  Other extruded products including: •  Soft alloys •  Hard alloys •  Large profiles
Key Customers |  | •Packaging: AB InBev, Ball Corporation, Can-Pack, Crown, Amcor, Ardagh Group, Coca-Cola •Automotive: Daimler AG, Audi, Volkswagen, Valeo, PSA Group, BMW AG |  | •Aerospace: Airbus, Boeing, Bombardier, Dassault, Embraer •Transportation, Industry, Defense and Distribution: Ryerson, ThyssenKrupp, Amari |  | •Automotive: Audi, BMW AG, Daimler AG, Porsche, Ford, PSA Group, FCA Group •Rail: Stadler, CAF
Select Key Facilities |  | •  Neuf-Brisach (France) •  Singen (Germany) •  Muscle Shoals (Alabama, USA) •  Bowling Green (Kentucky, USA)2 |  | •  Issoire (France) •  Ravenswood (West Virginia, USA) •  Sierre (Switzerland) |  | •  Gottmadingen (Germany) •  Van Buren (Michigan, USA) •  Děčín (Czech Republic) •  Singen (Germany)
% of total Revenue3 (for the twelve months ended December 31, 2018) |  | 54% |  | 23% |  | 23%
% of Adjusted EBITDA4 (for the twelve months ended December 31, 2018) |  | 49% |  | 31% |  | 25%

1 | Our 26 manufacturing facilities are located in 24 sites, two of which are shared between two operating segments.

2 | Joint venture with UACJ, 51% is owned by Constellium and accounted for under the equity method. On January 10, 2019, Constellium acquired the remaining 49% of the equity in the joint venture.

3 | Holdings & Corporate not included.

4 | The difference between the sum of Adjusted EBITDA for our three segments and the Company’s Adjusted EBITDA is attributable to our fourth segment Holdings and Corporate which is not presented here.

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The following table presents our shipments by product lines:

(in metric tons) |  | For the year ended December 31, |
| 2018 |  |  | 2017 |  |  | 2016 |
Packaging rolled products |  |  | 799 |  |  |  | 807 |  |  |  | 856 |
Automotive rolled products |  |  | 196 |  |  |  | 158 |  |  |  | 113 |
Specialty and other thin-rolled products |  |  | 44 |  |  |  | 43 |  |  |  | 44 |
Aerospace rolled products |  |  | 111 |  |  |  | 106 |  |  |  | 118 |
Transportation, industry, and other rolled products |  |  | 135 |  |  |  | 132 |  |  |  | 125 |
Automotive extruded products |  |  | 114 |  |  |  | 109 |  |  |  | 99 |
Other extruded products |  |  | 135 |  |  |  | 127 |  |  |  | 118 |
Other |  |  | — |  |  |  | — |  |  |  | (3 | )
Total shipments |  |  | 1,534 |  |  |  | 1,482 |  |  |  | 1,470 |

Packaging & Automotive Rolled Products Operating Segment

In our Packaging & Automotive Rolled Products operating segment, we develop and produce customized aluminium sheet and coil solutions. For the year ended December 31, 2018:

| • |  | approximately 77% of operating segment volume was in packaging rolled products, which primarily includes beverage and food canstock as well as closure stock and foil stock,

| • |  | approximately 19% of operating segment volume was in automotive rolled products,

| • |  | and approximately 4% of operating segment volume for that period was in specialty and other thin-rolled products, which include technologically advanced products for the industrial sector.

We are a leading European and North American supplier of canstock and the leading worldwide supplier of closure stock. We are also a major European player in automotive rolled products for ABS (e.g., closure panels of a car), and for heat exchangers. These products are subject to the exacting requirements and qualification processes of our customers which we consider to provide us with a competitive advantage and to represent a barrier to entry for new competitors. We have a diverse customer base, consisting of many of the world’s largest beverage and food can manufacturers, specialty packaging producers, leading automotive firms and global industrial companies. Our customer base includes AB InBev, Ball Corporation, Crown Holdings, Inc., Ardagh Group S.A., Can-Pack S.A., Coca-Cola, Amcor Ltd., VW Group, Daimler AG, Ford, and PSA Group. Our customer contracts in packaging usually have a duration of three to five years. Our customer contracts in automotive are usually valid for the lifetime of a model, which is typically five to seven years.

We have two integrated rolling operations located in Europe and one in the U.S. Neuf-Brisach, our facility on the border of France and Germany, is a fully integrated aluminium recycling, rolling and finishing facility producing both canstock and ABS. Singen, located in Germany, is specialized in high-margin niche applications and has an integrated hot/cold rolling line and high-grade cold mills with special surfaces capabilities that facilitate unique metallurgy and lower production costs. Muscle Shoals, Alabama, is a highly focused facility mostly dedicated to canstock rolling and UBC recycling, and ramping up its ABS cold coils capacity as a result of our automotive readiness investment program. In addition, at December 31st, 2018, we owned 51% of Constellium-UACJ ABS LLC, which operates a finishing line for ABS in Bowling Green, Kentucky (see Recent Developments).

Our Packaging & Automotive Rolled Products operating segment serves the packaging market which has historically been relatively resilient during periods of economic downturn and has had relatively limited exposure to economic cycles and periods of financial instability. See “—Our Key End-Markets—Rigid Packaging.”

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The following table summarizes our volume, revenue and Adjusted EBITDA for our Packaging & Automotive Rolled Products operating segment for the periods presented:

|  | For the year ended December 31, |
(€ in millions, unless otherwise noted) |  | 2018 |  |  | 2017 |  |  | 2016 |
Packaging & Automotive Rolled Products: |  |  |  |  |  |  |  |  |  |  |  |
Segment Revenue |  |  | 3,059 |  |  |  | 2,812 |  |  |  | 2,498 |
Segment Shipments (kt) |  |  | 1,039 |  |  |  | 1,008 |  |  |  | 1,013 |
Segment Revenue (€/ton) |  |  | 2,944 |  |  |  | 2,789 |  |  |  | 2,466 |
Segment Adjusted EBITDA(1) |  |  | 243 |  |  |  | 204 |  |  |  | 204 |
Segment Adjusted EBITDA(€/ton) |  |  | 234 |  |  |  | 202 |  |  |  | 201 |
Segment Adjusted EBITDA margin |  |  | 8 | % |  |  | 7 | % |  |  | 8 | %

(1) | Adjusted EBITDA is not a measure defined under IFRS. Adjusted EBITDA is defined and discussed in “Item 5. Operating and Financial Review and Prospects—Segment Results.”

Aerospace & Transportation Operating Segment

Our Aerospace & Transportation operating segment has market leadership positions in technologically advanced aluminium and specialty material products with wide applications across the global aerospace, defense, transportation, and industrial sectors. We offer a wide range of products including plate, sheet, extrusions and a few precision cast products which allows us to offer tailored solutions to our customers. We seek to differentiate our products and act as a key partner to our customers through our broad product range, supply-chain solutions, advanced R&D capabilities, extensive recycling capabilities and portfolio of plants with an extensive range of capabilities across Europe and North America. In order to reinforce the competitiveness of our metal solutions, we design our processes and alloys with a view to optimizing our customers’ operations and costs. This includes offering services such as customizing alloys to our customers’ processing requirements, processing short lead time orders and providing vendor managed inventories or tolling arrangements.

Our most significant facilities in the Aerospace & Transportation Operating Segment (Ravenswood (West Virginia), Issoire (France) and Sierre (Switzerland)) offer a broad spectrum of plate required by the aerospace industries (alloys, temper, dimensions, pre-machined) and have strong capabilities such as producing some wide and very high gauge plates required for some civil and commercial aerospace programs.

Downstream aluminium products for the aerospace market require relatively high levels of R&D investment and advanced technological capabilities, and therefore tend to command higher margins compared to more commoditized products. We work in close collaboration with our customers to develop highly engineered solutions to fulfill their specific requirements. For example, we developed Airware®, a lightweight specialty aluminium-lithium alloy, for our aerospace customers to address increasing demand for lighter and more environmentally friendly aircraft.

Aerospace products are typically subject to long development and supply lead times and the majority of our contracts with our largest aerospace customers have a term of five years or longer, which provides visibility on volumes and profitability. In addition, we expect demand for our aerospace products to directly correlate with aircraft backlogs and build rates. As of December 2018, the backlog reported by Airbus and Boeing for commercial aircraft reached 13,450 units on a combined basis, representing approximately eight to nine years of production at current build rates.

Additionally, aerospace products are generally subject to long qualification periods. Aerospace production sites are regularly audited by external certification organizations including the National Aerospace and Defense Contractors Accreditation Program (“NADCAP”) and/or the International Organization for Standardization. NADCAP is a cooperative organization of numerous aerospace OEMs that defines industry-wide manufacturing

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standards. NADCAP appoints private auditors who grant suppliers like Constellium a NADCAP certification, which customers tend to require. New products or alloys are certified by the OEM that uses the product. Our sites have been qualified by external certification organizations and our products have been qualified by our customers. We are typically able to obtain qualification within 6 months to one year mainly because: (i) due to our long history of working with the main aircraft OEMs, we have an existing range of qualifications including in excess of 100 specifications regarding alloy, temper or shape, which we can build on to obtain new product qualifications; and (ii) we have invested in a number of capital intensive equipment and R&D programs to be able to qualify to the current industry norms and standards.

We also serve the transportation and defense industries. Our product portfolio in these segments include both standard products as well as specialty products. Standard products typically face higher levels of competition in the marketplace, in the regions that we serve. Specialty products command higher margins and are exposed to less competition. Specialty products are differentiated products, which are engineered to meet specific customer needs and as such have specific properties (e.g., mechanical properties, dimensions, surface aspect, etc.).

The following table summarizes our volume, revenue and Adjusted EBITDA for our Aerospace & Transportation operating segment for the periods presented:

|  | For the year ended December 31, |
(€ in millions, unless otherwise noted) |  | 2018 |  |  | 2017 |  |  | 2016 |
Aerospace & Transportation: |  |  |  |  |  |  |  |  |  |  |  |
Segment Revenue |  |  | 1,389 |  |  |  | 1,335 |  |  |  | 1,302 |
Segment Shipments (kt) |  |  | 246 |  |  |  | 238 |  |  |  | 243 |
Segment Revenue (€/ton) |  |  | 5,646 |  |  |  | 5,618 |  |  |  | 5,360 |
Segment Adjusted EBITDA(1) |  |  | 152 |  |  |  | 146 |  |  |  | 118 |
Segment Adjusted EBITDA(€/ton) |  |  | 619 |  |  |  | 614 |  |  |  | 487 |
Segment Adjusted EBITDA margin |  |  | 11 | % |  |  | 11 | % |  |  | 9 | %

(1) | Adjusted EBITDA is not a measure defined under IFRS. Adjusted EBITDA is defined and discussed in “Item 5. Operating and Financial Review and Prospects—Segment Results.”

Automotive Structures & Industry Operating Segment

Our Automotive Structures & Industry operating segment produces (i) technologically advanced structures for the automotive industry including crash management systems (“CMS”), body structures, side impact beams and battery enclosures and (ii) soft and hard alloy extrusions for automotive, road, energy and building and large profiles for rail and industrial applications. We complement our products with a comprehensive offering of downstream technology and services, which include pre-machining, surface treatment, R&D and technical support services. Approximately 46% of the segment volume for the year ended December 31, 2018 was in automotive extruded products and approximately 54% was in other extruded product applications.

We believe that we are one of the largest providers of aluminium automotive crash management systems globally. We manufacture automotive structural products for some of the largest European and North American car manufacturers supplying the global market, including Daimler AG, BMW AG, VW Group, FCA Group and Ford. We are also a leading supplier of hard alloys for the automotive market and of large structural profiles for rail, industrial and other transportation markets in Europe. We also have a strong presence in soft alloys in France and Germany, with customized solutions for a diverse number of end markets.

Sixteen of our facilities, located in Germany, North America, the Czech Republic, Slovakia, France, Switzerland, China, and Mexico manufacture products sold in our Automotive Structures & Industry operating segment. We believe our local presence, downstream services and industry leading cycle times help to ensure

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that we respond to our customer demands in a timely and consistent fashion. Our two integrated remelt and casting centers in Switzerland and the Czech Republic utilize significant amounts of recycled aluminium and help provide security of metal supply. We also operate the largest extrusion press in Western Europe at our Singen facility, which allows us to produce specialized large profile products for our rail and transportation customers. In addition, we operate a strategic network of 5 soft alloys facilities with strong technical capabilities, across Europe to better serve primarily our automotive and industrial customers as well as customers in other diversified market segments.

We operate a joint venture, Astrex Inc., which produces automotive extruded profiles in Ontario, Canada, for our North American operations, and a joint venture, Engley Automotive Structures Co., Ltd., which is currently producing aluminium crash-management systems in China.

We believe that we have strong market positions given our R&D and manufacturing capability in Automotive Structures. Led by our partnership with Brunel University, London we have proprietary alloy and manufacturing technology which enables us to deliver differentiated design, engineering and manufacturing capabilities to our customers, and to accelerate time to market.

The following table summarizes our volume, revenue and Adjusted EBITDA for our Automotive Structures & Industry operating segment for the periods presented:

|  | For the year ended December 31, |
(€ in millions, unless otherwise noted) |  | 2018 |  |  | 2017 |  |  | 2016 |
Automotive Structures & Industry: |  |  |  |  |  |  |  |  |  |  |  |
Segment Revenue |  |  | 1,290 |  |  |  | 1,123 |  |  |  | 1,002 |
Segment Shipments (kt) |  |  | 249 |  |  |  | 236 |  |  |  | 217 |
Segment Revenue (€/ton) |  |  | 5,181 |  |  |  | 4,756 |  |  |  | 4,608 |
Segment Adjusted EBITDA(1) |  |  | 125 |  |  |  | 120 |  |  |  | 104 |
Segment Adjusted EBITDA(€/ton) |  |  | 502 |  |  |  | 510 |  |  |  | 480 |
Segment Adjusted EBITDA margin |  |  | 10 | % |  |  | 11 | % |  |  | 10 | %

(1) | Adjusted EBITDA is not a measure defined under IFRS. Adjusted EBITDA is defined and discussed in “Item 5. Operating and Financial Review and Prospects—Segment Results.”

Our Industry

Aluminium Sector Value Chain

The global aluminium industry consists of (i) mining companies that produce bauxite, the ore from which aluminium is ultimately derived, (ii) primary aluminium producers that refine bauxite into alumina and smelt alumina into aluminium, (iii) aluminium semi-fabricated products manufacturers, including aluminium casters, extruders and rollers, (iv) aluminium recyclers and remelters and (v) integrated companies that are present across multiple stages of the aluminium production chain.

Our business is primarily focused on rolling and extruding semi-fabricated products for a variety of value added end markets. We do not smelt aluminium, nor do we participate in other upstream activities such as mining or refining bauxite. We recycle aluminium, both for our own use and as a service to our customers.

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Constellium’s Position in the Aluminium Sector Value Chain

Aluminium value chain

Rolled and extruded aluminium product prices are based generally on the price of aluminium (which is quoted on LME) plus a conversion margin (i.e., the cost incurred to convert the aluminium into a semi-finished product). The price of aluminium is not a significant driver of our financial performance, in contrast to the more direct relationship the price of aluminium has on the financial performance of primary aluminium producers. Instead, the financial performance of producers of rolled and extruded aluminium products, such as Constellium, is driven by the dynamics in the end markets that they serve, their relative positioning in those markets and the efficiency of their industrial operations.

There are two main sources of input metal for our aluminium rolled or extruded products:

| • |  | Slabs or billets we cast from a combination of primary and recycled aluminium. The primary aluminium is typically in form of standard ingots. The recycled aluminium comes either from scrap from fabrication processes, known as recycled process material, or from recycled end products in their end of life phase, such as used beverage cans.

| • |  | Slabs or billets purchased from smelters or metal trading companies.

Primary aluminium, sheet ingot and extrusion billets can generally be purchased at prices set on the LME plus a premium that varies by geographic region on delivery, alloying material, form (ingot or molten metal) and purity.

Recycled aluminium is also tied to the LME pricing (typically sold at discounts of up to 25%). Aluminium is infinitely recyclable and recycling aluminium requires only approximately 5% of the energy required to produce primary aluminium. As a result, in regions where aluminium is widely used, manufacturers and customers are active in setting up collection processes in which used beverage cans and other end-of-life aluminium products are collected for remelting at purpose-built plants. Manufacturers may also enter into agreements with customers who return recycled process material and pay to have it re-melted and rolled into the same product again.

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Aluminium Rolled Products Overview

The rolling process consists of passing aluminium through a hot-rolling mill and then transferring it to a cold-rolling mill, which can gradually reduce the thickness of the metal down to approximately 6 mm for plates and to approximately 0.2-6 mm for sheet.

Aluminium rolled products, including sheet, plate and foil, are semi-finished products that provide the raw material for the manufacture of finished goods ranging from packaging to automotive body panels to fuselage sheet to aircraft wing parts. The packaging industry is a major consumer of the majority of sheet and foil for making beverage cans, foil containers and foil wrapping. Sheet is also used extensively in transport for airframes, road and rail vehicles, in marine applications, including offshore platforms, and superstructures and hulls of boats and in building for roofing and siding. Plate is used for airframes, military vehicles and bridges, ships and other large vessels and as tooling plate for the production of plastic products. Foil applications outside packaging include electrical equipment, insulation for buildings and foil for heat exchangers.

The following chart illustrates expected global demand for aluminium rolled products according to CRU International Limited. The average expected growth between 2018 and 2023 for the flat rolled products market is 3.8% according to CRU.

Projected Aluminium Flat Rolled Products Demand 2018-2023 (in kt)

Flat rolled

Source: Republished under license from CRU International Ltd.

Asia Pacific includes Japan, China, India, South Korea, Australia, Middle East and other Asia. Other includes Central and South America, and Africa

The aluminium rolled products industry is characterized by economies of scale, as significant capital investments are required to achieve and maintain technological capabilities and demanding customer qualification standards. The service and efficiency demands of large customers have encouraged consolidation among suppliers of aluminium rolled products.

The supply of aluminium rolled products has historically been affected by production capacity, alternative technology substitution and trade flows between regions. The demand for aluminium rolled products has historically been affected by economic growth, substitution trends, down-gauging, cyclicality and seasonality.

Aluminium Extrusions and Automotive Structures Overview

Aluminium extrusion is a technique used to transform aluminium billets into objects with a defined cross-sectional profile for a wide range of uses. In the extrusion process, heated aluminium is forced through a die.

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Extrusions can be manufactured in many sizes and in almost any shape for which a die can be created. The extrusion process makes the most of aluminium’s unique combination of physical characteristics. Its malleability allows it to be easily machined and cast, and yet aluminium is one-third the density and stiffness of steel so the resulting products offer strength and stability, particularly when alloyed with other metals.

Extruded profiles can be produced in solid or hollow form, while additional complexities can be applied using advanced die designs. After the extrusion process, a variety of options are available to adjust the color, texture and brightness of the aluminium’s finish. This may include aluminium anodizing or painting.

Today, aluminium extrusions are used for a wide range of purposes, including building, transportation and industrial markets. Virtually every type of vehicle contains aluminium extrusions, including cars, boats, bicycles and trains. Home appliances and tools take advantage of aluminium’s excellent strength-to-weight ratio. The increased focus on green building is also leading contractors and architects to use more extruded aluminium products, as aluminium extrusions are flexible and corrosion-resistant. These diverse applications are possible due to the advantageous attributes of aluminium, including its particular blend of strength and ductility its conductivity, its non-magnetic properties and its ability to be recycled repeatedly without loss of integrity. We believe that all of these capabilities make aluminium extrusions a viable and adaptable solution for a growing number of manufacturing needs.

CRU forecasts the consumption of aluminium extruded products will grow on an annual basis for the tenth consecutive year in 2019, at approximately 1.7%. Demand will once again be driven by the two main end use markets of transportation and construction. CRU expects 33% of the demand will come from transportation, 28% will come from construction, and the remainder will be accounted for by the electrical and consumer durable markets.

One segment that increasingly relies on aluminium extrusions is the automotive structures segment. In an automotive structure, a series of aluminium extrusions are consolidated into a system for specific automotive applications. Due to the unique combination of strength and weight, aluminium extrusions are increasingly favored in this segment.

Our Key End-markets

We have a significant presence in (i) the can sheet and packaging end-markets, which have proved to be relatively stable and historically recession-resilient, (ii) the automotive and the aerospace end-markets, which are driven by global demand trends, and (iii) a number of niche specialty end markets including transportation (trucks, rail, space), industry, defense and bright products which diversify our exposure to economic trends.

Rigid Packaging

Aluminium beverage cans represented approximately 16% of the total European aluminium flat rolled demand by volume and 33% of total U.S. and Canada aluminium flat rolled demand in 2018. According to CRU, aluminium demand for the canstock market in Europe and North America is expected to grow by 2.4% and 0.2% per year between 2018 and 2023, respectively.

Aluminium is a preferred material for beverage packaging as it allows drinks to chill faster, can be stacked for transportation and storage more densely than competing formats (such as glass bottles), is highly formable for unique or differentiated branding, and offers the environmental advantage of easy, cost- and energy-efficient recycling. As a result of these benefits, aluminium is displacing glass as the preferred packaging material in certain markets, such as beer. In Europe, aluminium is replacing steel as the standard for beverage cans. Between 2002 and 2016, we believe that aluminium’s penetration of the European canstock market versus tinplate increased from 58% to 85%. In the United States, we believe aluminium’s penetration has been at 100% for many years. In addition, we are benefiting from increased consumption in Eastern Europe and Mexico and growth in high margin products such as the specialty cans used for energy drinks.

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Total European Rolled Products Consumption Can Stock (Kt) |  | Total North American Rolled Products Consumption Can Stock (Kt)
Source: Republished under license from CRU International Ltd., Aluminium Rolled Products Market Outlook November 2018 |  | Source: Republished under license from CRU International Ltd., Aluminium Products Market Outlook November 2018

In addition, demand for can sheet has been highly resilient across economic cycles. Between 2007 and 2009, during the economic crisis, European Can Body Stock volumes decreased by less than 9% as compared to a 24% decline for total European flat rolled products volumes.

U.S. and Europe Metal Beverage

Can Consumption

Source: Republished under license from Global Data

Automotive

We supply the automotive sector with rolled products out of our Packaging & Automotive Rolled Products operating segment and extruded and fabricated products out of our Automotive Structures & Industry operating segment.

In our view, the main drivers of automotive sales are overall economic growth, credit availability, consumer prices and consumer confidence. According to CRU, global vehicle production is expected to grow by approximately 2.4% per annum from 2018 to 2023.

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Vehicle Production

Source: Republished under license from CRU International Ltd.

Industrial & Economic Outlook December 2018

Note: Represents both car and commercial vehicle production, including

light trucks, heavy trucks and, except in the U.S. and Canada, coaches

Within the automotive sector, the demand for aluminium has been increasing faster than the underlying demand for light vehicles due to recent growth in the use of aluminium products in automotive applications. We believe the main reasons for this are aluminium’s high strength-to-weight ratio in comparison to steel and a need for increased energy efficiency. This lightweighting facilitates better fuel economy and improved emissions performance. As a result, manufacturers are seeking additional applications where aluminium can be used in place of steel and an increased number of cars are being manufactured with aluminium panels and CMS.

We believe that the vehicle lightweighting trend will continue as increasingly stringent EU and U.S. regulations relating to reductions in carbon emissions, will force the automotive industry to increase its use of aluminium to “lightweight” vehicles. In Europe, European Union legislation has set mandatory emission reduction targets for new cars such that by 2021, the fleet average to be achieved by all new cars is 95 grams of CO2 emissions per kilometer compared to an average target of 130g/km in 2015. In the United States, we expect that U.S. regulations requiring reductions in carbon emissions and fuel efficiency, as well as fluctuating fuel prices, will continue to drive aluminium demand in the automotive industry.

In the longer term, to the extent electric vehicles become more prevalent, we believe the demand for aluminium in the automotive industry will increase due to the greater importance of lightweighting. Aluminium thermal conductivity is a significant inherent advantage for battery boxes and has superior energy absorption as compared to steel. Whereas growth in aluminium use in vehicles has historically been driven by increased use of aluminium castings, we anticipate that future growth will be primarily in the kinds of extruded and rolled products that we supply to the OEMs.

According to the CRU, the consumption of ABS between 2018 and 2023 will grow 10% per annum in Europe, 11% per annum in North America and 27% per annum in China.

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Automotive Body Sheet Flat Rolled Products Consumption (kt)

Source: Republished under license from CRU International Ltd., Aluminium Rolled Products Market Outlook November 2018

We believe that Constellium is one of only a limited number of companies that is able to produce the quality and quantity required by car manufacturers for both flat rolled products and automotive structures, and that we are therefore well positioned to take advantage of these market trends. Our automotive products are predominantly used in premium models, light trucks and sport utility vehicles manufactured by the European and North American OEMs, which have experienced strong customer demand. In addition, due to the increasing mandatory emission reduction targets we expect more conversion to aluminium solutions among high volume car platforms which enhances the long-term growth prospects for our automotive products given our strong established relationships with the major car manufacturers.

Aerospace

Demand for aerospace plates is primarily driven by the build rate of aircraft, which we believe will be supported for the foreseeable future by (i) necessary replacement of aging fleets by airline operators, particularly in the United States and Western Europe, and (ii) increasing global passenger air traffic (the aerospace industry publication The Airline Monitor estimates that global revenue passenger miles will grow at a compound annual growth rate (“CAGR”) of approximately 5% from 2018 to 2024). In 2018, Boeing and Airbus predicted respectively approximately 42,730 and 37,400 new aircraft over the next 20 years across all categories of large commercial aircraft. Boeing estimates that between 2018 and 2037, 37% of sales of new airplanes will be to Asia Pacific, 40% to Europe and North America and the remaining 23% delivered to the Middle East, Latin America, the Commonwealth of Independent States and Africa. Demand for aluminium aerospace plates is also influenced by alternative materials becoming more mature in the aerospace market (e.g., composites). According to CRU, aluminium demand for the aerospace rolled products markets in North America and Europe is expected to grow by 3.6% per year between 2018 and 2023.

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World’s Commercial Aircraft Fleet (thousands) |  | Fleet Development Driven by Passenger Demand and Aging Fleet (units)
Source: Boeing 2018 current market outlook |  | Source: Boeing 2018 current market outlook

Aerospace Flat Rolled Products Consumption (kt)

Source: Republished under license from CRU International Ltd., Aluminium Rolled Products Market Outlook November 2018

Our Business Operations

Our business model is to add value by converting aluminium into semi-fabricated products. It is our policy not to speculate on metal price movements.

Managing Our Metal Price Exposure

For all contracts, we seek to minimize the impact of aluminium price fluctuations in order to protect our cash flows against variations in the LME price and regional premiums that we buy and sell, with the following methods:

| • |  | In cases where we are able to align the price and quantity of physical aluminium purchases with that of physical aluminium sales to our customers, we enter into back-to-back arrangements with our customers.

| • |  | When we are unable to align the price and quantity of physical aluminium purchases with that of physical aluminium sales to our customers, we enter into derivative financial instruments to pass through the exposure to financial institutions at the time the price is set.

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| • |  | For a small portion of our volumes, the aluminium we process is owned by our customers and we bear no aluminium price risk.

The price of the aluminium that we buy includes other premiums on top of the LME price. These premiums relate to specific features of the metal being purchased, such as its location, purity, shape, etc.

Where possible, we align premium formulas in order to pass through the vast majority of our premium exposure to our customers, and in certain instances we enter into over-the-counter hedge instruments with third-parties to mitigate our exposure. We seek to apply the same policy and methods to minimize the impact of geographical premium price fluctuations that we do for the LME aluminium price variations.

Sales and Marketing

Our sales force is based in Europe (France, Germany, Czech Republic, United Kingdom, Switzerland and Italy), the United States and Asia (Tokyo, Shanghai, and Seoul). We serve our customers either directly or through distributors.

Raw Materials and Supplies

Approximately 72% of our rolling slab demand is produced in our own internal casthouses. In addition, our external metal supply is secured through long-term contracts with several upstream companies, remelters and metal traders. All of our top 10 metal suppliers have been long-standing suppliers to our plants (in many cases for more than 10 years) and, in aggregate, accounted for approximately 55% of our total raw material and consumable expense for the year ended December 31, 2018. We typically enter into multi-year contracts with these metal suppliers pursuant to which we purchase various types of metal, including:

| • |  | Primary metal from smelters or metal traders in the form of ingots, rolling slabs or extrusion billets.

| • |  | Remelted metal in the form of rolling slabs or extrusion billets from external casthouses, as an addition to our own internal casthouses.

| • |  | Production scrap from customers and scrap traders.

| • |  | End-of-life scrap (e.g., used beverage cans) from customers, collectors and scrap traders.

| • |  | Specific alloying elements and primary ingots from producers and metal traders.

Our operations use natural gas and electricity, which represents the third largest component of our cost of sales, after metal and labor costs. We purchase natural gas and electricity from the market and typically secure a large part of our natural gas and electricity needs pursuant to fixed-price commitments. To reduce the risks associated with our natural gas and electricity requirements, we use financial futures or forward contracts with our suppliers to fix the price of energy costs. Furthermore, in our longer-term sales contracts, we try to include indexation clauses on energy prices. Where possible we try to pass natural gas and electricity prices through to our long term contract customers through indexation clauses.

Our Customers

Our customer base includes some of the largest leading manufacturers in the packaging, aerospace and automotive end-markets. We have a relatively diverse customer base with our 10 largest customers representing approximately 49% of our revenue for year ended December 31, 2018. We generally have long-term relationships with our significant customers, many of which span decades.

Generally, we have three- to five-year terms in contracts with our packaging customers, five-year terms in contracts with our largest aerospace customers, and five- to seven-year terms in our “life of a car platform/car model” contracts with our automotive customers. For the year ended December 31, 2018, we estimate that approximately 70% of our volumes were generated under multi-year contracts. This provides us with significant visibility into our future volumes and earnings.

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We see our relationships with our customers as partnerships where we work together to find customized solutions to meet their evolving requirements. In addition, we collaborate with our customers to complete a rigorous process for qualifying our products in each of our end-markets, which requires substantial time and investment and creates high switching costs, resulting in longer-term, mutually beneficial relationships with our customers. For example, in the packaging industry, where qualification occurs on a plant-by-plant basis, we are currently one of the qualified suppliers to several facilities of our customers.

Our product portfolio is predominantly focused on high value-added products, which we believe are particularly well-suited to developing and manufacturing for our customers. These products tend to require close collaboration with our customers to develop tailored solutions, as well as significant effort and investment to adhere to rigorous qualification procedures, which enables us to foster long-term relationships with our customers. Our customized products typically command higher margins than more commoditized products, and are supplied to end-markets that we believe have highly attractive characteristics and long-term growth trends.

Competition

The worldwide rolled and extruded aluminium industry is highly competitive and we expect this dynamic to continue for the foreseeable future. We believe the most important competitive factors in our industry are: product quality, price, timeliness of delivery and customer service, geographic coverage and product innovation. Aluminium competes with other materials such as steel, plastic, composite materials and glass for various applications. Our key competitors in our Packaging & Automotive Rolled Products operating segment are Novelis Inc., Norsk Hydro ASA, Alcoa Corporation, Arconic Inc. and Tri-Arrows Aluminum Inc. Our key competitors in our Aerospace & Transportation operating segment are Arconic Inc., Aleris International, Inc., Kaiser Aluminum Corp., Austria Metall AG, and Universal Alloy Corporation. Our key competitors in our Automotive Structures & Industry operating segment are Norsk Hydro ASA, Sankyo Tateyama, Inc., Eural Gnutti S.p.A., Gestamp, Otto Fuchs KG, Impol Aluminium Corp., Benteler International AG, Whitehall Industries, and Metra Aluminum.

Seasonality

Customer demand in the aluminium industry is seasonal due to a variety of factors, including holiday seasons, weather conditions, economic and other factors beyond our control. Our volumes are impacted by the timing of the holiday seasons in particular, with the lowest volumes typically delivered in August and December and highest volumes delivered in January to June. Our business is also impacted by seasonal slowdowns and upturns in certain of our customers’ industries. Historically, the can industry is strongest in the spring and summer seasons and the automotive and aerospace sectors encounter slowdowns in both the third and fourth quarters of the calendar year. In response to this seasonality, we seek to scale back and may even temporarily close some operations to reduce our operating costs during these periods.

Research and Development (“R&D”)

We believe that our research and development capabilities coupled with our integrated, longstanding customer relationships create a distinctive competitive advantage versus our competition. Our three R&D centers are based inVoreppe, France, Plymouth, Michigan, and Brunel University, London.

Our R&D center based in Voreppe, France provides services and support to all of our facilities, focusing on product and process development, providing technical assistance to our plants and working with our customers to develop new products. In developing new products, we focus on increased performance that aims to lower the total cost of ownership for the end users of our products, for example, by developing materials that decrease maintenance costs of aircraft or increase fuel efficiency in cars.Within the Voreppe facility, we also work on the development, improvement, and testing of processes used in our plants such as melting, casting, rolling, extruding, finishing and recycling. We also develop and test technologies used by our customers, such as friction stir welding, and provide technological support to our customers.

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The key contributors to our success in establishing our R&D capabilities include:

| • |  | Close interaction with key customers, including through formal partnerships or joint development teams—examples include Strongalex®, Formalex® and Surfalex®, which were developed with automotive customers (mainly Daimler and Audi) and the Fusion bottle, a draw and wall iron technology created in partnership with Ball Corporation.

| • |  | Technologically advanced equipment—for example, full-size casthouse for rapid prototyping of new Airware® low density alloys, innovative joining technologies for aerospace alloys (friction stir welding), forming technologies for automotive body sheets.

| • |  | Long-term partnerships with universities worldwide—Michigan University in the U.S., Stuttgart University in Germany or Manchester University in the United Kingdom—generate significant innovation opportunities and foster new ideas.

Our R&D center located in Plymouth, Michigan opened in 2016 in order to improve our support to North American customers.

Additionally, in the Constellium University Technology Center inaugurated in 2016 at Brunel University London, a dedicated team of R&D engineers and project managers translate technology from the lab to new customer programs and to our plants for production. The facility features industrial scale casting and extrusion equipment, forming technology and extensive joining methods, enabling us to leverage on our proprietary alloys and strong manufacturing innovation capabilities to develop engineered solutions adapted to customer needs, and accelerate time to market.

As of December 31, 2018, the research and development center in Voreppe employed 248 employees, of which 199 are scientists and technicians. The research and development center in Plymouth employed 8 employees. We invested €40 million in R&D in the year ended December 31, 2018, €36 million in R&D in the year ended December 31, 2017 and €31 million in R&D in the year ended December 31, 2016.

Trademarks, Patents, Licenses and IT

We actively review intellectual property arising from our operations and our research and development activities and, when appropriate, apply for patents in the appropriate jurisdictions. We currently hold approximately 200 active patent families and regularly apply for new ones. While these patents and patent applications are important to the business on an aggregate basis, we do not believe any single patent family or patent application is critical to the business.

We are from time to time involved in opposition and re-examination proceedings that we consider to be part of the ordinary course of our business, in particular at the European Patent Office and the U.S. Patent and Trademark Office. We believe that the outcome of existing proceedings would not have a material adverse effect on our financial position, results of operations or cash flows.

In connection with our collaborations with universities and other third parties, we occasionally obtain royalty-bearing licenses for the use of third-party technologies in the ordinary course of business.

Insurance

We have implemented a corporate-wide insurance program consisting of both corporate-wide master policies with worldwide coverage and local policies where required by applicable regulations. Our insurance coverage includes: (i) property damage and business interruption; (ii) general liability including operation, professional, product and environment liability; (iii) aviation product liability; (iv) marine cargo (transport);

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(v) business travel and personal accident; (vi) construction all risk; (vii) automobile liability; (viii) trade credit; (ix) Cyber risk; (x) Workers Compensation in the U.S.; and (xi) other specific coverages for executive and special risks.

We believe that our insurance coverage terms and conditions are customary for a business such as Constellium and are sufficient to protect us against catastrophic losses.

We also purchase and maintain insurance on behalf of our directors and officers.

Governmental Regulations and Environmental, Health and Safety Matters

Our operations are subject to a number of international, national, state and local regulations relating to the protection of the environment and to workplace health and safety. Our operations involve the use, handling, storage, transportation and disposal of hazardous substances, and accordingly we are subject to extensive federal, state and local laws and regulations governing emissions to air, discharges to water emissions, the generation, storage, transportation, treatment or disposal of hazardous materials or wastes and employee health and safety matters. In addition, prior operations at certain of our properties have resulted in contamination of soil and groundwater which we are required to investigate and remediate pursuant to applicable environmental, health and safety (“EHS”) laws and regulations. Environmental compliance at our key facilities is supervised by the Direction Régionale de l’Environnement de l’Aménagement et du Logement in France, the Umweltbundesamt in Germany, the Service de la Protection de l’Environnement du Canton du Valais in Switzerland, the United States Environmental Protection Agency, West Virginia Department of Environmental Protection, the Alabama Department of the Environmental Management and the Kentucky Department for Environmental Protection in the United States, the Regional Authority of the Usti Region in the Czech Republic, the Slovenká Insvpekcia zvivotného prostredia in Slovakia, Secretaria de Medio Ambiente y Recursos Naturales in Mexico and the Environmental Monitoring Agency in China. Violations of EHS laws and regulations, and remediation obligations arising under such laws and regulations, may result in restrictions being imposed on our operating activities as well as fines, penalties, damages or other costs. Accordingly, we have implemented EHS policies and procedures to protect the environment and ensure compliance with these laws, and incorporate EHS considerations into our planning for new projects. We perform regular risk assessments and EHS reviews. We closely and systematically monitor and manage situations of noncompliance with EHS laws and regulations and cooperate with authorities to redress any noncompliance issues. We believe that we have made adequate reserves with respect to our remediation and compliance obligations. Nevertheless, new regulations or other unforeseen increases in the number of our non-compliant situations may impose costs on us that may have a material adverse effect on our financial condition, results of operations or liquidity.

Our operations also result in the emission of substantial quantities of carbon dioxide, a greenhouse gas that is regulated under the EU’s Emissions Trading System (“ETS”). Although compliance with ETS to date has not resulted in material costs to our business, compliance with ETS requirements currently being developed for the 2018-2020 period, and increased energy costs due to ETS requirements imposed on our energy suppliers, could have a material adverse effect on our business, financial condition or results of operations. We may also be liable for personal injury claims or workers’ compensation claims relating to exposure to hazardous substances. In addition, we are, from time to time, subject to environmental reviews and investigations by relevant governmental authorities.

E.U. Directive 2010/75 titled “Industrial Emissions” regulates some of our European activities as recycling or melting/casting. With the revision of the Best Available Technics Reference of Non Ferrous Metals in 2016, which defines associated emissions limits values for these activities applicable in 2020 at the latest, staying in compliance with the law, could require significant expenditures to tune our processes or implement abatement installations.

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Additionally, some of the chemicals we use in our fabrication processes are subject to REACH in the EU. Under REACH, we are required to register some of the substances contained in our products with the European Chemicals Agency, and this process could cause significant delays or costs. We are currently compliant with REACH, and expect to stay in compliance, but if the nature of the regulation changes in the future, or if the perimeter of REACH is changing (e.g. Brexit) or if substances we use currently in our process, considered as Substances of Very High Concern, fall under need of authorization for use, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Future noncompliance could also subject us to significant fines or other civil and criminal penalties. Obtaining regulatory approvals for chemical products used in our facilities is an important part of our operations.

We accrue for costs associated with environmental investigations and remedial efforts when it becomes probable that we are liable and the associated costs can be reasonably estimated. The aggregate close down and environmental remediation costs provisions at December 31, 2018 were €83 million. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, we expense the costs when incurred.

We have incurred, and in the future will continue to incur, operating expenses related to environmental compliance. As part of the general capital expenditure plan, we expect to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts as energy consumption, air emissions, water releases, waste streams optimization.

Litigation and Legal Proceedings

The Company is involved, and may become involved, in various lawsuits, claims and proceedings relating to customer claims, product liability, and other commercial matters. The Company records provisions for pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and an estimation of damages are and can be difficult to ascertain. The Company is currently subject to an arbitration by a customer claiming that Constellium supplied defective products as a result of which the customer alleges it has suffered significant damages. The Company considers that the claim is without merit on both technical and legal grounds and is vigorously defending the action. For this matter and in respect of others which the Company considers are without merit, while it is possible that an unfavorable outcome may result, after assessing the information available, the Company has concluded that it is not probable that a loss has been incurred. From time to time, asbestos-related claims are also filed against us, relating to historic asbestos exposure in our production process. We have made reserves for potential occupational disease claims for a total of €4 million as of December 31, 2018. It is not anticipated that any of our currently pending litigation and proceedings will have a material effect on the future results of the Company.

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C. | Organizational Structure

The following diagram reflects our simplified corporate legal entity structure as of January 31, 2019. Percentages reflect ownership interest where ownership interest is less than 100%. The country listed for each legal entity below depicts such entity’s jurisdiction of incorporation.

D. | Property, Plants and Equipment

At December 31, 2018, we operated 26 manufacturing facilities serving both global and local customers, two R&D centers, one in Europe and one in the United States, and one university technology center in London. In addition, we are building new facilities in Vigo, Spain, Zilina, Slovakia and Nanjing, China. Among our production sites, we have seven major facilities (Muscle Shoals, Neuf-Brisach, Issoire, Ravenswood, Singen, Déčín and Sierre) catering to the needs of our Aerospace & Transportation, Packaging & Automotive Rolled Products and Automotive Structures & Industry operating segments:

| • |  | The Muscle Shoals, Alabama facility operates one of the largest and most efficient can reclamation facilities in the world. In addition, the facility utilizes multi-station electromagnetic casting, houses the widest hot line in North America and has the fastest can end stock coating line in the world. Production capabilities include body stock, tab stock, and end stock. In addition, we have started producing automotive cold coils for body sheet. We have invested approximately €60 million in the facility in the year ended December 31, 2017 and €44 million in the facility for the year ended December 31, 2018.

| • |  | The Neuf-Brisach, France facility is an integrated aluminium rolling, finishing and recycling facility in Europe. Our investments in a can body stock slitter and recycling furnace has enabled us to secure long-term can stock contracts. Additionally, our latest investment in a new state-of-the-art automotive finishing line has further strengthened the plant’s position as a significant supplier of aluminium Auto Body Sheet in the automotive market. We invested €37 million in the facility in the year ended December 31, 2017 and €32 million in the facility in the year ended December 31, 2018.

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| • |  | The Issoire, France facility is one of the world’s two leading aerospace plate mills based on volumes. The plant operates two Airware® industrial casthouses and currently uses recycling capabilities to take back scrap along the entire fabrication chain. Issoire works as an integrated platform with Ravenswood, West Virginia and Sierre, Switzerland, providing a significant competitive advantage for us as a global supplier to the aerospace industry. We invested €36 million in the facility in the year ended December 31, 2017 and €32 million in the facility in the year ended December 31, 2018.

| • |  | The Ravenswood, West Virginia facility has significant assets for producing aerospace plates and is a recognized supplier to the defense industry. The facility has stretchers and wide-coil capabilities that make it one of the few facilities in the world capable of producing plates of a size needed for the largest commercial airplanes. We invested approximately €28 million in the year ended December 31, 2017 and €28 million for the year ended December 31, 2018 on significant equipment upgrades.

| • |  | The Singen, Germany rolling plant has more than 100 years’ experience, industry leading cycle times and high-grade cold mills with special surfaces capabilities to serve automotive and other markets. The extrusion part has one of the largest extrusion presses in Europe as well as advanced and highly productive integrated automotive bumper manufacturing lines. A dedicated unit allows the production of crash management applications, battery enclosures for electric vehicles as well as other automotive structural parts ready for the OEM assembly lines. We invested €36 million in the facility in the year ended December 31, 2017 and €45 million in the facility in the year ended December 31, 2018.

| • |  | The Děčín, Czech Republic facility is a large extrusion facility, mainly focusing on hard alloy extrusions for automotive and industrial applications, with significant recycling capabilities. It is located near the German border, strategically positioning it to supply the German, Czech and French Tier1s and OEMs. Its integrated casthouse allows it to offer high value-add customized hard alloys to our customers. We invested €16 million in the facility in the year ended December 31, 2017 and €21 million in the facility in the year ended December 31, 2018.

| • |  | The Sierre, Switzerland facility is dedicated to precision plates for general engineering, aerospace plates and slabs and is a leading supplier of extruded products for high-speed train railway manufacturers and a wide range of applications. The Sierre facility includes the Steg casthouse that produces automotive, general engineering and aerospace slabs and the Chippis casthouse that has the capacity to produce non-standard billets for a wide range of extrusions. Its qualification as an aerospace plate and slabs plant increases our aerospace production capabilities. We invested €14 million in the facility in the year ended December 31, 2017 and €12 million in the facility in the year ended December 31, 2018.

Our current production facilities are listed below by operating segment:

Operating Segment(1) |  | Location |  | Country |  | Owned/ Leased
Packaging & Automotive Rolled Products |  | Biesheim, Neuf-Brisach |  | France |  | Owned
Packaging & Automotive Rolled Products |  | Singen |  | Germany |  | Owned
Packaging & Automotive Rolled Products |  | Muscle Shoals, AL |  | United States |  | Owned
Aerospace & Transportation |  | Ravenswood, WV |  | United States |  | Owned
Aerospace & Transportation |  | Issoire |  | France |  | Owned
Aerospace & Transportation |  | Montreuil-Juigné |  | France |  | Owned
Aerospace & Transportation |  | Ussel |  | France |  | Owned
Aerospace & Transportation |  | Steg |  | Switzerland |  | Owned
Aerospace & Transportation |  | Sierre |  | Switzerland |  | Owned
Automotive Structures & Industry |  | Van Buren, MI |  | United States |  | Leased
Automotive Structures & Industry |  | Changchun, Jilin Province (JV) |  | China |  | Leased
Automotive Structures & Industry |  | Děčín |  | Czech Republic |  | Owned
Automotive Structures & Industry |  | Nuits-Saint-Georges |  | France |  | Owned
Automotive Structures & Industry |  | Burg |  | Germany |  | Owned
Automotive Structures & Industry |  | Crailsheim |  | Germany |  | Owned

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Operating Segment(1) |  | Location |  | Country |  | Owned/ Leased
Automotive Structures & Industry |  | Neckarsulm |  | Germany |  | Owned
Automotive Structures & Industry |  | Gottmadingen |  | Germany |  | Owned
Automotive Structures & Industry |  | Landau/Pfalz |  | Germany |  | Owned
Automotive Structures & Industry |  | Singen |  | Germany |  | Owned
Automotive Structures & Industry |  | Levice |  | Slovakia |  | Owned
Automotive Structures & Industry |  | Chippis |  | Switzerland |  | Owned
Automotive Structures & Industry |  | Sierre |  | Switzerland |  | Owned
Automotive Structures & Industry |  | White, GA |  | United States |  | Leased
Automotive Structures & Industry |  | Lakeshore, Ontario (JV)(2) |  | Canada |  | Leased
Automotive Structures & Industry |  | San Luis Potosi |  | Mexico |  | Leased

(1) | For our Packaging & Automotive Rolled Products operating segment, this table does not include our Joint Venture in Bowling Green, Kentucky, USA, with UACJ Corporation, which is 51% owned by Constellium as of December 31, 2018 and accounted for under the equity method. On January 10, 2019, Constellium acquired the remaining 49% of the equity in the joint venture.

(2) | Constellium Joint Venture with Can Art Aluminum Extrusion Inc.

The production capacity and utilization rate for our main plants are listed below as of December 31, 2018:

Plant |  | Capacity |  | Utilization Rate
Neuf-Brisach |  | 450 kt |  | 95-100%
Muscle Shoals |  | 500-550 kt |  | 75%
Issoire |  | 110 kt |  | 90%
Ravenswood |  | 175 kt |  | 90-95%
Děčín |  | 92 kt |  | 84%
Singen |  | 290-310 kt |  | 85-90%
Sierre |  | 70-75 kt |  | 50%

Production capacity and utilization rates presented above are estimates based in a theoretical output capacity assuming the plant operates with currently operating equipment and current staffing levels and product mix.

For information concerning the material plans to construct, expand or improve facilities, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion and analysis is based principally on our audited Consolidated Financial Statements as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 included elsewhere in this Annual Report and is provided to supplement the audited Consolidated Financial Statements and the related notes to help provide an understanding of our financial condition, changes in financial condition, results of our operations, and liquidity. The following discussion is to be read in conjunction with Selected Financial Data and our audited Consolidated Financial Statements and the notes thereto, included elsewhere in this Annual Report.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ

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materially from those expressed or implied by our forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report. See in particular “Special Note about Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

Company Overview

We are a global leader in the development, manufacture and sale of a broad range of highly engineered, value-added specialty rolled and extruded aluminium products to the packaging, aerospace, automotive, other transportation and industrial end-markets. As of December 31, 2018, we had approximately 13,000 employees, 26 production facilities (including the Bowling Green facility, which is operated through our joint venture with UACJ), three administrative centers, and three R&D centers.

Our Operating Segments

We serve a diverse set of customers across a broad range of end-markets with very different product needs, specifications and requirements. As a result, we have organized our business into three segments to better serve our customer base.

Packaging & Automotive Rolled Products Segment

Our Packaging & Automotive Rolled Products segment produces aluminium sheet and coils. Approximately 77% of segment volume for the year ended December 31, 2018 was packaging rolled products, which primarily includes beverage and food can stock as well as closure stock and foil stock. Approximately 19% of the segment volume for this period was automotive rolled products and the balance of the segment volume was specialty and other thin-rolled products. Our Packaging & Automotive Rolled Products segment accounted for 54% of revenue and 49%4 of Adjusted EBITDA for the year ended December 31, 2018.

Aerospace & Transportation Segment

Our Aerospace & Transportation segment has market leadership positions in technologically advanced aluminium and specialty materials products with applications across the global aerospace, defense, transportation, and industrial sectors. We offer a wide range of products, including plate and sheet. Approximately 45% of the segment volume for the year ended December 31, 2018 was aerospace rolled products and approximately 55% was transportation industry and other rolled products. Our Aerospace & Transportation segment accounted for 23% of revenue and 31%4 of Adjusted EBITDA for the year ended December 31, 2018.

Automotive Structures & Industry Segment

Our Automotive Structures & Industry segment produces technologically advanced structures for the automotive industry, (including crash management systems, side impact beams and cockpit carriers), soft and hard alloy extrusions and large extruded profiles for automotive, railroad, energy, building and industrial applications. Approximately 46% of the segment volume for the year ended December 31, 2018 was automotive extruded products and approximately 54% was other extruded products. Our Automotive Structures & Industry segment accounted for 23% of revenue and 25%4 of Adjusted EBITDA for the year ended December 31, 2018.

Discontinued Operations and Disposals

In July 2018, we completed the sale of the North Building Assets of our Sierre plant in Switzerland, which have been leased to and operated by Novelis since 2005. We contributed the plant’s shared infrastructure to a 50-

4 | The difference between the sum of reported segment Adjusted EBITDA and the Company’s Adjusted EBITDA is related to Holdings and Corporate.

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50 joint venture with Novelis in exchange for cash consideration of €200 million. This transaction also resulted in the termination of the existing lease agreement. The total purchase price for the transactions amounted to €200 million and generated a €190 million net gain. We continue to own and operate our cast houses, plate and extrusion manufacturing plants and other manufacturing assets at Sierre. As part of this agreement, we also entered into long-term production and metal supply agreements with Novelis.

In 2015, we decided to dispose of our plant in Carquefou (France) which was part of our A&T operating segment and it was classified as held for sale at December 31, 2015, accordingly. An €8 million charge was recorded upon the write-down of the related assets to their net realizable value. The sale was completed in February 2016 and no gain was recognized upon disposal.

Key Factors Influencing Constellium’s Financial Condition and Results from Operations

The financial performance of our operations is dependent on several factors, the most critical of which are as follows:

Economic Conditions and Markets

We are directly impacted by the economic conditions that affect our customers and the markets in which they operate. General economic conditions such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, exchange rates and currency devaluation or revaluation—influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes and prices that can be charged. In some cases we are able to mitigate the risk of a downturn in our customers’ businesses by building committed minimum volume thresholds into our commercial contracts. We further seek to mitigate the risk of a downturn by utilizing a temporary workforce for certain operations, which allows us to match our resources with the demand for our services.

Although the metals industry and our end-markets are cyclical in nature and expose us to related risks, we believe that our portfolio is relatively resilient to these economic cycles in each of our three main end-markets of packaging, aerospace and automotive:

| • |  | Can packaging tends not to be highly correlated to the general economic cycle. In addition, we believe European canstock has an attractive long-term growth outlook due to ongoing trends in (i) growth in beer, soft drinks and energy drinks consumption, (ii) increasing use of cans versus glass in the beer market, and (iii) increasing penetration of aluminium in canstock at the expense of steel.

| • |  | We believe that the aerospace industry is currently insulated from economic cycles by a combination of growth drivers. These drivers include increasing passenger traffic and the fleet replacement towards newer and more fuel efficient aircrafts. These factors have materialized in the form of historically high backlogs for the aircraft manufacturers. The combined order backlog for Boeing and Airbus represents approximately eight-to nine-years of manufacturing at current build rates.

| • |  | Although the automotive industry is a cyclical industry, its demand for aluminium has been increasing in recent years. This has been triggered by a light-weighting trend for new car models and electric vehicles, which drives substitution of heavier metals in favor of aluminium.

Aluminium Consumption

The aluminium industry is cyclical and is affected by global economic conditions, industry competition and product development. Aluminium is increasingly seen as the material of choice in a number of applications, including packaging, aerospace and automotive. Aluminium is lightweight, has a high strength-to-weight ratio and is resistant to corrosion. It compares favorably to several alternative materials, such as steel, in these respects. Aluminium is also unique in that it recycles repeatedly without any material decline in performance or quality. The recycling of aluminium delivers energy and capital investment savings relative to the cost of

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producing both primary aluminium and many other competing materials. Due to these qualities, the penetration of aluminium into a wide variety of applications continues to increase. We believe that long-term growth in aluminium consumption generally, and demand for those products we produce specifically, will be supported by factors that include growing populations, greater purchasing power and increasing focus on sustainability and environmental issues, globally.

Aluminium Prices

Aluminium prices are determined by worldwide forces of supply and demand and, as a result they are volatile. The average LME transaction price, Midwest Premium and Rotterdam Premium per ton of primary aluminium in the years ended December 31, 2018, 2017 and 2016 are presented below:

Average quarterly LME per ton using U.S. dollar prices converted to Euros using the applicable European Central Bank rates:

(Euros/ton) |  | 2018 |  |  | 2017 |  |  | 2016 |
First Quarter |  |  | 1,757 |  |  |  | 1,737 |  |  |  | 1,374 |
Second Quarter |  |  | 1,896 |  |  |  | 1,736 |  |  |  | 1,393 |
Third Quarter |  |  | 1,769 |  |  |  | 1,714 |  |  |  | 1,451 |
Fourth Quarter |  |  | 1,726 |  |  |  | 1,786 |  |  |  | 1,588 |
Average for the year |  |  | 1,786 |  |  |  | 1,743 |  |  |  | 1,452 |

Average quarterly Midwest Premium per ton using U.S. dollar prices converted to Euros using the applicable European Central Bank rates:

(Euros/ton) |  | 2018 |  |  | 2017 |  |  | 2016 |
First Quarter |  |  | 246 |  |  |  | 198 |  |  |  | 173 |
Second Quarter |  |  | 404 |  |  |  | 180 |  |  |  | 153 |
Third Quarter |  |  | 390 |  |  |  | 144 |  |  |  | 125 |
Fourth Quarter |  |  | 376 |  |  |  | 176 |  |  |  | 154 |
Average for the year |  |  | 354 |  |  |  | 175 |  |  |  | 151 |

Average quarterly Rotterdam Premium per ton using U.S. dollar prices converted to Euros using the applicable European Central Bank rates:

(Euros/ton) |  | 2018 |  |  | 2017 |  |  | 2016 |
First Quarter |  |  | 134 |  |  |  | 137 |  |  |  | 133 |
Second Quarter |  |  | 170 |  |  |  | 131 |  |  |  | 117 |
Third Quarter |  |  | 135 |  |  |  | 120 |  |  |  | 107 |
Fourth Quarter |  |  | 116 |  |  |  | 135 |  |  |  | 121 |
Average for the year |  |  | 139 |  |  |  | 131 |  |  |  | 119 |

The price we pay for aluminium includes regional premiums, such as the Rotterdam premium for metal purchased in Europe or the Midwest premium for metal purchased in the U.S. The regional premiums, which had historically been fairly stable, have been more volatile in recent years. Notably, regional premiums increased significantly in 2013 and 2014, with the Rotterdam premium and the Midwest premium reaching unprecedented levels in the fourth quarter of 2014. During the second half of 2015, both the Rotterdam and Midwest premiums returned to levels seen prior to 2013. Although our business model seeks to minimize the impact of aluminium price fluctuations on our net income and cash flows, we are not always able to pass through the cost of regional premiums to our customers or adequately hedge the impact of regional premium differentials. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Industry—Our financial results could be adversely affected by the volatility in aluminium prices.”

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We believe our cash flows are largely protected from variations in LME prices due to the fact that we hedge our sales based on their replacement cost, by setting the maturity of our futures on the delivery date to our customers. As a result, when LME prices increase, we have limited additional cash requirements to finance the increased replacement cost of our inventory.

Product Price and Margin

Our products are typically priced based on three components: (i) LME, (ii) regional premiums and (iii) a conversion margin. We seek to minimize the impact of aluminium price fluctuations in order to protect our cash flows against the LME and regional price fluctuations with the following methods:

| • |  | In cases where we are able to align the price and quantity of physical aluminium purchases with that of physical aluminium sales to customers, we enter back-to-back arrangements with our customers.

| • |  | However, when we are unable to align the price and quantity of physical aluminium purchases with that of physical aluminium sales to our customers, we enter into derivative financial instruments to pass through the exposure to financial institutions at the time the price is set.

| • |  | For a small portion of our volumes, the aluminium we process is owned by our customers and we bear no aluminium price risk.

Our risk management practices aim to reduce, but do not entirely eliminate, our exposure to changing primary aluminium and regional premium prices. Moreover, while we limit our exposure to unfavorable price changes, we also limit our ability to benefit from favorable price changes. As we do not apply hedge accounting for the derivative instruments entered into to hedge our exposure to changes in metal prices, mark-to-market movements for these instruments are recognized in “Other (losses)/gains—net.”

Our results are also impacted by differences between changes in the prices of primary and scrap aluminium. As we price our product using the prevailing price of primary aluminium but purchase large amounts of scrap aluminium to manufacture our products, we benefit when primary aluminium price increases exceed scrap price increases. Conversely, when scrap price increases exceed primary aluminium price increases, our results are negatively impacted. The difference between the price of primary aluminium and scrap prices is referred to as the “scrap spread” and is impacted by the effectiveness of our scrap purchasing activities, the supply of scrap available and movements in the terminal commodity markets.

The conversion margin is the margin we earn over the cost of our metal inputs. We seek to maximize our conversion margins based on the value-added product capabilities we provide and the supply/demand dynamics in the market.

Volumes

The profitability of our businesses is determined, in part, by the volume of tons processed and sold. Increased production volumes will generally result in lower per unit costs, while higher sold volumes will generally result in additional revenue and associated margins.

Personnel Costs

Our operations are labor intensive and, as a result, our personnel costs represent 17%, 18% and 20% of our cost of sales, selling and administrative expenses and R&D expenses for the years ended December 31, 2018, 2017, and 2016, respectively.

Personnel costs generally increase and decrease proportionately with the expansion, addition or closing of operating facilities. Personnel costs include the salaries, wages and benefits of our employees, as well as costs related to temporary labor. During our seasonal peaks and especially during the summer months, we have historically increased our temporary workforce to compensate for staff on vacation and increased volume of activity.

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Currency

We are a global company with operations in France, the United States, Germany, Switzerland, the Czech Republic, Slovakia, Mexico, Canada and China, as of December 31, 2018. As a result, our revenue and earnings have exposure to a number of currencies, primarily the euro, the U.S. dollar and the Swiss Franc. As our presentation currency is the euro, and the functional currencies of the businesses located outside of the Eurozone are primarily the U.S. dollar and the Swiss franc, the results of the businesses located outside of the Eurozone must be translated each period to euros. Accordingly, fluctuations in the exchange rate of the functional currencies of our businesses located outside of the Eurozone against the euro impacts our results of operations.

We engage in significant hedging activity to attempt to mitigate the effects of foreign transaction currency fluctuations on our profitability. Transaction impacts arise when our businesses transact in a currency other than their own functional currency. As a result, we are exposed to foreign exchange risk on payments and receipts in multiple currencies. In Europe, a portion of our revenue are denominated in U.S. dollars while the majority of our costs incurred are denominated in local currencies. Where we have multiple-year sale agreements for the sale of fabricated metal products in U.S. dollars by euro-functional currency entities, we have entered into derivative contracts to forward sell U.S. dollars to match these future sales. With the exception of certain derivative instruments entered into to hedge the foreign currency risk associated with the cash flows of certain highly probable forecasted sales, which we have designated for hedge accounting, hedge accounting is not applied to such ongoing commercial transactions and therefore the mark-to-market impact is recorded in “Other gains/(losses)—net”.

Results | of Operations

Results of Operations for the years ended December 31, 2018 and 2017

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |
|  | (€ in millions and as a % of revenue) |
|  |  |  |  | % |  |  |  |  |  | % |
Revenue |  |  | 5,686 |  |  |  | 100 | % |  |  | 5,237 |  |  |  | 100 | %
Cost of sales |  |  | (5,148 | ) |  |  | 91 | % |  |  | (4,682 | ) |  |  | 89 | %
Gross profit |  |  | 538 |  |  |  | 9 | % |  |  | 555 |  |  |  | 11 | %
Selling and administrative expenses |  |  | (247 | ) |  |  | 4 | % |  |  | (247 | ) |  |  | 5 | %
Research and development expenses |  |  | (40 | ) |  |  | 1 | % |  |  | (36 | ) |  |  | 1 | %
Restructuring costs |  |  | (1 | ) |  |  | — |  |  |  | (4 | ) |  |  | — |
Other gains net |  |  | 154 |  |  |  | 3 | % |  |  | 70 |  |  |  | 1 | %
Income from operations |  |  | 404 |  |  |  | 7 | % |  |  | 338 |  |  |  | 6 | %
Finance costs, net |  |  | (149 | ) |  |  | 3 | % |  |  | (260 | ) |  |  | 5 | %
Share of loss of joint ventures |  |  | (33 | ) |  |  | 1 | % |  |  | (29 | ) |  |  | 1 | %
Income before income taxes |  |  | 222 |  |  |  | 4 | % |  |  | 49 |  |  |  | 1 | %
Income tax expense |  |  | (32 | ) |  |  | 1 | % |  |  | (80 | ) |  |  | 2 | %
Net income / (loss) |  |  | 190 |  |  |  | 3 | % |  |  | (31 | ) |  |  | 1 | %
Shipment volumes (in kt) |  |  | 1,534 |  |  |  | n/a |  |  |  | 1,482 |  |  |  | n/a |
Revenue per ton (€ per ton) |  |  | 3,707 |  |  |  | n/a |  |  |  | 3,534 |  |  |  | n/a |

Revenue

Revenue increased by 9% or €449 million to €5,686 million for the year ended December 31, 2018, from €5,237 million for the year ended December 31, 2017. This increase reflects a 3% increase in shipments and higher average revenue per ton.

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Sales volumes increased by 3%, or 52 kt, to 1,534 kt for the year ended December 31, 2018 compared to 1,482 kt for the year ended December 31, 2017. This increase is driven by higher shipment volumes across all of our three segments.

Average sales prices increased by €173 per ton, or 5%, from €3,534 to €3,707, mainly attributable to the year-over-year increase in aluminium market prices, coupled with the rise in regional premium primarily in North America.

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

Cost of Sales

Cost of sales increased by 10%, or €466 million, to €5,148 million for the year ended December 31, 2018, from €4,682 million for the year ended December 31, 2017. This increase in cost of sales was primarily driven by an increase of €364 million, or 11%, in the total cost of raw material and consumables used primarily as a result of higher LME prices and regional premiums, compared to the prior year, a €24 million increase in depreciation, a €17 million increase in labor costs and a €19 million increase in freight out costs.

Selling and Administrative Expenses

Selling and administrative expenses were stable and amounted to €247 million for the years ended December 31, 2018 and December 31, 2017.

Research and Development Expenses

Research and development expenses increased by 11% or €4 million, to €40 million for the year ended December 31, 2018, from €36 million for the year ended December 31, 2017. Research and development expenses are presented net of €10 million and €11 million of research and development tax credits received in France for the years ended December 31, 2018 and 2017, respectively. Research and development expenses, excluding tax credits received were €18 million, €21 million, and €11 million for the P&ARP, A&T, and AS&I segments, respectively, in the year ended December 31, 2018.

Restructuring Costs

In the year ended December 31, 2018, restructuring costs amounted to €1 million and were primarily related to our restructuring activities of German operations. Restructuring costs amounted to €4 million in the year ended December 31, 2017, and were primarily incurred in connection with restructuring activities at our German and Swiss operations.

Other Gains, net

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |
(€ in millions) |  |  |  |  |  |
Realized gains on derivatives |  |  | 14 |  |  |  | — |
Unrealized (losses)/gains on derivatives at fair value through profit and loss—net |  |  | (84 | ) |  |  | 57 |
Unrealized exchange (losses) from the remeasurement of monetary assets and liabilities—net |  |  | — |  |  |  | (4 | )
Gains on pension plan amendments |  |  | 36 |  |  |  | 20 |
Gains /(losses) on disposal |  |  | 186 |  |  |  | (3 | )
Other—net |  |  | 2 |  |  |  | — |
Total other gains, net |  |  | 154 |  |  |  | 70 |

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Other gains—net were €154 million for the year ended December 31, 2018 compared to Other gains—net of €70 million for the year ended December 31, 2017. Realized gains recognized upon the settlement of derivative instruments amounted to €14 million and €0 million in the years ended December 31, 2018 and 2017, respectively. Of these, realized gains on metal derivatives were €7 million and €16 million for the year ended December 31, 2018 and 2017 respectively and realized gains on foreign exchange derivatives were €7 million in the years ended December 31, 2018 compared to realized losses of €16 million in the year ended December 31, 2017.

Unrealized losses on derivative instruments amounted to €84 million in the year ended December 31, 2018 and were primarily comprised of €1 million of losses related to foreign exchange derivatives and €83 million of losses related to metal derivatives. Unrealized gains on derivative instruments amounted to €57 million in the year ended December 31, 2017 and were primarily comprised of €16 million of gains related to foreign exchange derivatives and €41 million of gains related to metal derivatives.

In the year ended December 31, 2018, we recognized a €36 million net gain relating to an OPEB plan amendment in the United States. In the year ended December 31, 2017, we recognized a €20 million net gain relating to benefit plan amendments in Switzerland and in the United States.

Gains on disposal recognized in the year ended December 31, 2018 primarily related to the sale of North Building Assets of our Sierre plant in Switzerland. Losses on disposal recognized in the year ended December 31, 2017 primarily related to the write-off of abandoned development projects in the A&T segment.

Finance Costs, net

Finance costs, net decreased by €111 million, to €149 million for the year ended December 31, 2018, from €260 million for the year ended December 31, 2017. This decrease primarily reflects benefits of lower interest rates from the refinancing transactions of 2017 for €29 million and €91 million of net loss on settlement of debt incurred in February 2017 and November 2017 in connection with these refinancing transactions.

In the year ended December 31, 2018, foreign exchange net losses from the revaluation of the portion of our U.S. dollar-denominated debt held by Euro functional currency entities amounted to €22 million and were offset by gains on derivative instruments entered into to hedge this exposure. In the year ended December 31, 2017, foreign exchange net gains from the revaluation of the portion of our U.S. dollar-denominated debt held by Euro functional currency entities amounted to €91 million and were largely offset by losses on derivative instruments entered into to hedge this exposure.

Share of loss of joint-ventures

Our share of loss of joint-ventures for the year ended December 31, 2018 amounted to €33 million compared to €29 million for the year ended December 31, 2017 and is comprised primarily of our share in the net results of Constellium-UACJ ABS LLC, which is accounted for under the equity method. On January 10, 2019, we acquired the 49% of Constellium-UACJ ABS LLC that we did not previously own and as result we are expecting to consolidate this entity in our financial statements in fiscal year 2019. See note 33 to our audited consolidated financial statements.

Income Tax

Income tax was an expense of €32 million for the year ended December 31, 2018 compared to an income tax expense of €80 million for the year ended December 31, 2017.

Our effective tax rate represented 14% of our income before income tax for the year ended December 31, 2018 and 163% of our income before tax for the year ended December 31, 2017. This change in our effective tax rate primarily reflects a decrease in the composite statutory tax rate applicable by tax jurisdiction (the “blended tax rate”), from 32% in 2017 to 24% in 2018 and the impact of significant reconciling items in both years.

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Our blended tax rate decreased by approximately 8 percentage points in the year ended December 31, 2018 compared to the year ended December 31, 2017 primarily as a result of the sale of the North Building in Sierre plant in Switzerland.

The change in our blended rate mainly results from changes in the geographical mix of our pre-tax results, the decrease of the U.S. tax rate from 40% in 2017 to 26% in 2018 and decrease in the tax rate in France from 39.2% in 2017 to 34.4% for fiscal year 2018.

The effective tax rate for the year ended December 31, 2018 applies to €222 million of pre-tax income and is lower than our blended statutory tax rate primarily as a result of the favorable effect of the use of previously unrecognized tax losses carried forward in Switzerland offsetting the significant taxable profit generated by the sale of the North Building in Sierre plant and the termination of the existing lease agreement.

The effective tax rate for the year ended December 31, 2017 applies to €49 million of pre-tax income and is significantly higher than our projected blended statutory tax rate primarily as a result of the unfavorable effect of unrecognized tax benefits for losses in jurisdictions where we believe it is more likely than not that we will not be able to utilize those losses and a €16 million unfavorable impact from the U.S. tax reform on deferred taxes.

Net Income / loss

As a result of the above factors, we recognized a net income of €190 million, in the year ended December 31, 2018 compared to a net loss of €31 million in the year ended December 31, 2017.

Results of Operations for the years ended December 31, 2017 and 2016

|  | For the year ended December 31, |
|  | 2017 |  |  | 2016 |
|  | (€ in millions and as a % of revenue) |
|  |  |  |  | % |  |  |  |  |  | % |
Revenue |  |  | 5,237 |  |  |  | 100 | % |  |  | 4,743 |  |  |  | 100 | %
Cost of sales |  |  | (4,682 | ) |  |  | 89 | % |  |  | (4,208 | ) |  |  | 89 | %
Gross profit |  |  | 555 |  |  |  | 11 | % |  |  | 535 |  |  |  | 11 | %
Selling and administrative expenses |  |  | (247 | ) |  |  | 5 | % |  |  | (253 | ) |  |  | 5 | %
Research and development expenses |  |  | (36 | ) |  |  | 1 | % |  |  | (31 | ) |  |  | 1 | %
Restructuring costs |  |  | (4 | ) |  |  | — |  |  |  | (5 | ) |  |  | — |
Other gains net |  |  | 70 |  |  |  | 1 | % |  |  | 21 |  |  |  | — |
Income from operations |  |  | 338 |  |  |  | 6 | % |  |  | 267 |  |  |  | 6 | %
Finance costs, net |  |  | (260 | ) |  |  | 5 | % |  |  | (188 | ) |  |  | 4 | %
Share of loss of joint ventures |  |  | (29 | ) |  |  | 1 | % |  |  | (14 | ) |  |  | — |
Income before income taxes |  |  | 49 |  |  |  | 1 | % |  |  | 65 |  |  |  | 1 | %
Income tax expense |  |  | (80 | ) |  |  | 2 | % |  |  | (69 | ) |  |  | 1 | %
Net loss |  |  | (31 | ) |  |  | 1 | % |  |  | (4 | ) |  |  | — |
Shipment volumes (in kt) |  |  | 1,482 |  |  |  | n/a |  |  |  | 1,470 |  |  |  | n/a |
Revenue per ton (€ per ton) |  |  | 3,534 |  |  |  | n/a |  |  |  | 3,227 |  |  |  | n/a |

Revenue

Revenue increased by 10% or €494 million to €5,237 million for the year ended December 31, 2017, from €4,743 million for the year ended December 31, 2016. This increase reflects a slight increase in shipments and higher average revenue per ton.

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Sales volumes increased by 1%, or 12 kt, to 1,482 kt for the year ended December 31, 2017 compared to 1,470 kt for the year ended December 31, 2016. This increase is primarily driven by higher shipment volumes in our AS&I segment offset by slightly lower year-over-year shipments in our P&ARP and A&T segments.

Average sales prices increased by €307 per ton, or 10%, from €3,227 to €3,534, mainly attributable to the year-over-year increase in aluminium market prices, coupled with the rise in regional premium both in Europe and North America.

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

Cost of Sales

Cost of sales increased by 11%, or €474 million, to €4,682 million for the year ended December 31, 2017, from €4,208 million for the year ended December 31, 2016. This increase in cost of sales was primarily driven by an increase of €405 million, or 15%, in the total cost of raw material and consumables used primarily as a result of higher LME prices and regional premiums, compared to the prior year, a €34 million increase in labor costs and a €13 million increase in depreciation.

Selling and Administrative Expenses

Selling and administrative expenses decreased by 2%, or €6 million, to €247 million for the year ended December 31, 2017 from €253 million for the year ended December 31, 2016, reflecting a decrease in professional fees and other non-labor expense; partially offset by an increase in labor cost primarily as a result of inflation.

Research and Development Expenses

Research and development expenses increased by 16% or €5 million, to €36 million for the year ended December 31, 2017, from €31 million for the year ended December 31, 2016. Research and development expenses are presented net of €11 million and €10 million of research and development tax credits received in France for the years ended December 31, 2017 and 2016, respectively. Research and development expenses, excluding tax credits received were €17 million, €18 million, and €12 million for the P&ARP, A&T, and AS&I segments, respectively, in the year ended December 31, 2017.

Restructuring Costs

In the year ended December 31, 2017, restructuring costs amounted to €4 million and were primarily related to our restructuring activities of German and Swiss operations. Restructuring costs amounted to €5 million in the year ended December 31, 2016, and were primarily incurred in connection with restructuring activities at our Valais Switzerland and Muscle Shoals, Alabama operations.

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Other Gains, net

|  | For the year ended December 31, |
|  | 2017 |  |  | 2016 |
(€ in millions) |  |  |  |  |  |
Realized losses on derivatives |  |  | — |  |  |  | (62 | )
Unrealized gains on derivatives at fair value through profit and loss—net |  |  | 57 |  |  |  | 71 |
Unrealized exchange losses/(gains) from the remeasurement of monetary assets and liabilities—net |  |  | (4 | ) |  |  | 3 |
Gains on pension plan amendments |  |  | 20 |  |  |  | — |
Wise purchase price adjustment |  |  | — |  |  |  | 20 |
Losses on disposal |  |  | (3 | ) |  |  | (10 | )
Other—net |  |  | — |  |  |  | (1 | )
Total other gains, net |  |  | 70 |  |  |  | 21 |

Other gains—net were €70 million for the year ended December 31, 2017 compared to Other gains—net of €21 million for the year ended December 31, 2016. Realized losses recognized upon the settlement of derivative instruments amounted to €0 million and €62 million in the years ended December 31, 2017 and 2016, respectively. Of these, realized gains on metal derivatives were €16 million for the year ended December 31, 2017 compared to realized losses €16 million in the year ended December 31, 2016 and realized losses on foreign exchange derivatives were €16 million and €46 million in the years ended December 31, 2017 and 2016, respectively.

Unrealized gains on derivative instruments amounted to €57 million in the year ended December 31, 2017 and were primarily comprised of €16 million of gains related to foreign exchange derivatives and €41 million of gains related to metal derivatives. Unrealized gains on derivative instruments amounted to €71 million in the year ended December 31, 2016 and were comprised of €40 million of gains related to foreign exchange derivatives and €31 million of gains related to metal derivatives.

In the year ended December 31, 2017, we recognized a €20 million net gain relating to benefit plan amendments in Switzerland and in the United States.

In the year ended December 31, 2016, we recognized a €20 million gain related to the finalization of the contractual price adjustment for the acquisition of Wise Metals.

Losses on disposal recognized in the year ended December 31, 2017 primarily related to the write-off of abandoned development projects in the A&T segment. Losses on disposal recognized in the year ended December 31, 2016 primarily related to the write-off of abandoned development projects in the P&ARP segment.

Finance Costs, net

Finance costs, net increased by €72 million, to €260 million for the year ended December 31, 2017, from €188 million for the year ended December 31, 2016. This increase primarily reflects €91 million of net loss on settlement of debt incurred in connection with the refinancing, in February 2017, of the $650 Wise Senior Secured Notes due 2018 and the refinancing, in November 2017, of i) our $425 million—8.750% Senior Secured Notes due 2021, ii) our $400 million—7.875% Senior Notes due 2023 and iii) our €240 million—7.875% Senior Notes due 2023. The increase from these refinancing one-off costs was partially offset by lower interest costs resulting primarily from the refinancing of the Wise Senior Secured Notes in February 2017 and to a lesser extent to the refinancing of the Wise PIK Toggle Notes in December 2016.

In the year ended December 31, 2017, foreign exchange net gains from the revaluation of the portion of our U.S. dollar-denominated debt held by Euro functional currency entities amounted to €91 million and were largely

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offset by losses on derivative instruments entered into to hedge this exposure. In the year ended December 31, 2016, foreign exchange net losses from the revaluation of the portion of our U.S. dollar-denominated debt held by Euro functional currency entities amounted to €42 million and was offset by gains on derivative instruments entered into to hedge this exposure.

Share of loss of joint-ventures

Our share of loss of joint-ventures for the year ended December 31, 2017 amounted to €29 million compared to €14 million for the year ended December 31, 2016 and is comprised primarily of our share in the net results of Constellium-UACJ ABS LLC, which is accounted for under the equity method. We expect Constellium-UACJ ABS LLC to continue to incur losses over the next 12 to 24 months as it completes the ramp-up of its activities and the partners to make additional contributions to fund its operations.

Income Tax

Income tax for the year ended December 31, 2017 was an expense of €80 million for the year ended December 31, 2017 compared to an income tax expense of €69 million for the year ended December 31, 2016.

Our effective tax rate represented 163% of our income before income tax for the year ended December 31, 2017 and 106% of our income before tax for the year ended December 31, 2016. This change in our effective tax rate primarily reflects an increase in the composite statutory tax rate applicable by tax jurisdiction (the “blended tax rate”), from 25% in 2016 to 32% in 2017 and the impact of significant reconciling items in both years.

Our blended tax rate increased by approximately 7 percentage points in the year ended December 31, 2017 compared to the year ended December 31, 2016 as a result of changes in the geographical mix of our pre-tax results and a temporary increase the tax rate in France from 34.4% to 39.2% for fiscal year 2017.

The effective tax rate for the year ended December 31, 2017 applies to €49 million of pre-tax income and is significantly higher than our blended statutory tax rate primarily as a result of the unfavorable effect of unrecognized tax benefits for losses in jurisdictions where we believe it is more likely than not that we will not be able to utilize those losses and a €16 million unfavorable impact from the U.S. tax reform on deferred taxes.

The effective tax rate for the year ended December 31, 2016 applies to €65 million of pre-tax income and is significantly higher than our projected blended statutory tax rate primarily as a result of the unfavorable effect of unrecognized tax benefits for losses in jurisdictions where we believe it is more likely than not that we will not be able to utilize those losses.

Net Loss

As a result of the above factors, we recognized a net loss of €31 million, in the year ended December 31, 2017 compared to a net loss of €4 million in the year ended December 31, 2016.

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Segment Results

Segment Revenue

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

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
|  | (millions of € and as a % of revenue) |
P&ARP |  |  | 3,059 |  |  |  | 54 | % |  |  | 2,812 |  |  |  | 54 | % |  |  | 2,498 |  |  |  | 52 | %
A&T |  |  | 1,389 |  |  |  | 23 | % |  |  | 1,335 |  |  |  | 25 | % |  |  | 1,302 |  |  |  | 27 | %
AS&I |  |  | 1,290 |  |  |  | 23 | % |  |  | 1,123 |  |  |  | 21 | % |  |  | 1,002 |  |  |  | 21 | %
Holdings and Corporate |  |  | 10 |  |  |  | 0 | % |  |  | 13 |  |  |  | 0 | % |  |  | (11 | ) |  |  | 0 | %
Inter-segment eliminations |  |  | (62 | ) |  |  | — |  |  |  | (46 | ) |  |  | — |  |  |  | (48 | ) |  |  | — |
Total revenue |  |  | 5,686 |  |  |  | 100 | % |  |  | 5,237 |  |  |  | 100 | % |  |  | 4,743 |  |  |  | 100 | %

P&ARP. Revenue in our P&ARP segment increased by 9%, or €247 million, to €3,059 million in the year ended December 31, 2018, from €2,812 million for the year ended December 31, 2017, reflecting primarily higher shipments and revenue per ton driven by higher metal prices. P&ARP shipments were up 31 kt, reflecting a 38 kt, or 24%, increase in Automotive rolled products shipments offsetting lower shipments in Packaging rolled products. Revenue per ton increased by 6% to €2,944 per ton in the year ended December 31, 2018 from €2,789 per ton in the year ended December 31, 2017, primarily as a result of higher LME and premium prices.

Revenue in our P&ARP segment increased by 13%, or €314 million, to €2,812 million in the year ended December 31, 2017, from €2,498 million for the year ended December 31, 2016, reflecting primarily higher revenue per ton driven by higher metal prices and relatively stable shipments. P&ARP shipments were in line with the prior year with a 5kt decrease, reflecting lower shipments in Packaging rolled products partially offset by a 45kt, or 40%, increase in Automotive rolled products shipments. Revenue per ton increased by 13% to €2,789 per ton in the year ended December 31, 2017 from €2,466 per ton in the year ended December 31, 2016, primarily as a result of higher LME and premium prices.

A&T. Revenue at our A&T segment increased by €54 million, or 4% to €1,389 million in the year ended December 31, 2018 from €1,335 million in the year ended December 31, 2017, reflecting increasing shipments and higher revenue per ton driven by higher metal prices. A&T shipments increased by 3% or 8kt, reflecting a 5kt increase in Aerospace rolled products shipments and a 3kt increase in shipments in Transportation, industry and other rolled products. Revenue per ton increased by 1% to €5,646 per ton in the year ended December 31, 2018 from €5,618 per ton in the year ended December 31, 2017, primarily reflecting higher LME and premium prices, and higher volumes partially offset by foreign exchange translation.

Revenue at our A&T segment increased by €33 million, or 3% to €1,335 million in the year ended December 31, 2017 from €1,302 million in the year ended December 31, 2016, reflecting relatively stable shipments and higher revenue per ton driven by higher metal prices. A&T shipments decreased by 2% or 5kt, reflecting a 12kt decrease in Aerospace rolled products shipments partially offset by higher shipments in Transportation, industry and other rolled products. Revenue per ton increased by 5% to €5,618 per ton in the year ended December 31, 2017 from €5,360 per ton in the year ended December 31, 2016, primarily reflecting higher LME and premium prices, partially offset by product mix effects.

AS&I. Revenue in our AS&I segment increased by 15%, or €167 million, to €1,290 million for the year ended December 31, 2018, from €1,123 million for the year ended December 31, 2017, reflecting higher shipments and higher revenue per ton driven by improved price and mix. AS&I shipments increased 6%, or 13kt, reflecting a 5% or 5kt increase in Automotive extruded products shipments and a 7% or 8kt increase in Other extruded products shipments. Revenue per ton increased by 9% to €5,181 per ton in the year ended December 31,

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2018 from €4,756 per ton in the year ended December 31, 2017, reflecting higher LME and premium prices, and improved product mix.

Revenue in our AS&I segment increased by 12%, or €121 million, to €1,123 million for the year ended December 31, 2017, from €1,002 million for the year ended December 31, 2016, reflecting higher shipments and higher revenue per ton driven by higher metal price. AS&I shipments increased 9%, or 19kt, reflecting a 10% or 10kt increase in Automotive extruded products shipments and an 8% or 9kt increase in Other extruded products shipments. Revenue per ton increased by 3% to €4,756 per ton in the year ended December 31, 2017 from €4,608 per ton in the year ended December 31, 2016, reflecting higher LME and premium prices, partially offset by product mix effects.

Holdings and Corporate. Revenue in the Holdings and Corporate segment for the years ended December 31, 2018 and 2017 are primarily related to metal sales to third parties. Revenue in the Holdings and Corporate segment for the year ended December 31, 2016, include a €20 million one-time payment recorded as reduction of revenue related to renegotiation of a contract with one of Wise’s customers, partially offset by metal sales to third parties.

Adjusted EBITDA

Adjusted EBITDA is not a measure defined by IFRS. We believe the most directly comparable IFRS measure to Adjusted EBITDA is our net income or loss for the relevant period.

In considering the financial performance of the business, management analyzes the primary financial performance measure of Adjusted EBITDA in all of our business segments. Our Chief Operating Decision Maker (“CODM”) measures the profitability and financial performance of our operating segments based on Adjusted EBITDA. Adjusted EBITDA is defined as income/(loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.

We believe Adjusted EBITDA, as defined above, is useful to investors as it illustrates the underlying performance of continuing operations by excluding non-recurring and non-operating items. Similar concepts of adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in comparison to other companies, many of which present an adjusted EBITDA-related performance measure when reporting their results.

Adjusted EBITDA has limitations as an analytical tool. It is not a measure defined by IFRS and therefore does not purport to be an alternative to operating profit or net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider these performance measures in isolation from, or as a substitute analysis for, our results of operations.

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The following table shows Constellium’s consolidated Adjusted EBITDA for the years ended December 31, 2018, 2017 and 2016:

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
|  | (millions of € and as a % of revenue) |
P&ARP |  |  | 243 |  |  |  | 8 | % |  |  | 204 |  |  |  | 7 | % |  |  | 204 |  |  |  | 8 | %
A&T |  |  | 152 |  |  |  | 11 | % |  |  | 146 |  |  |  | 11 | % |  |  | 118 |  |  |  | 9 | %
AS&I |  |  | 125 |  |  |  | 10 | % |  |  | 120 |  |  |  | 11 | % |  |  | 104 |  |  |  | 10 | %
Holdings and Corporate |  |  | (22 | ) |  |  | n.m. |  |  |  | (22 | ) |  |  | n.m. |  |  |  | (28 | ) |  |  | n.m. |
Total Adjusted EBITDA |  |  | 498 |  |  |  | 9 | % |  |  | 448 |  |  |  | 8 | % |  |  | 398 |  |  |  | 8 | %

n.m. not meaningful

Total Adjusted EBITDA for the year ended December 31, 2018 was €498 million, which represented a €50 million, or 11% increase compared to €448 million of total Adjusted EBITDA for the year ended December 31, 2017. This increase mainly reflected improved results in each of our three business segments.

Total Adjusted EBITDA for the year ended December 31, 2017 was €448 million, which represented a €50 million, or 13% increase compared to €398 million of total Adjusted EBITDA for the year ended December 31, 2016. This increase mainly reflected improved results at our A&T and AS&I segments.

The following table presents the primary drivers for changes in Adjusted EBITDA from the year ended December 31, 2017 to the year ended December 31, 2018 for each one of our three segments:

|  | P&ARP |  |  | A&T |  |  | AS&I |
|  | (millions of €) |
Adjusted EBITDA for the year ended December 31, 2017 |  |  | 204 |  |  |  | 146 |  |  |  | 120 |
Volume |  |  | 14 |  |  |  | 14 |  |  |  | 14 |
Price and product mix |  |  | 17 |  |  |  | (2 | ) |  |  | 11 |
Costs |  |  | 7 |  |  |  | (3 | ) |  |  | (21 | )
Foreign exchange, premium and other |  |  | 1 |  |  |  | (3 | ) |  |  | 1 |
Adjusted EBITDA for the year ended December 31, 2018 |  |  | 243 |  |  |  | 152 |  |  |  | 125 |

The following table presents the primary drivers for changes in Adjusted EBITDA from the year ended December 31, 2016 to the year ended December 31, 2017 for each one of our three segments:

|  | P&ARP |  |  | A&T |  |  | AS&I |
|  | (millions of €) |
Adjusted EBITDA for the year ended December 31, 2016 |  |  | 204 |  |  |  | 118 |  |  |  | 104 |
Volume |  |  | (1 | ) |  |  | (13 | ) |  |  | 27 |
Price and product mix |  |  | 17 |  |  |  | 40 |  |  |  | (12 | )
Costs |  |  | (11 | ) |  |  | 8 |  |  |  | 1 |
Foreign exchange, premium and other |  |  | (5 | ) |  |  | (7 | ) |  |  | — |
Adjusted EBITDA for the year ended December 31, 2017 |  |  | 204 |  |  |  | 146 |  |  |  | 120 |

P&ARP. Adjusted EBITDA at our P&ARP segment was €243 million for the year ended December 31, 2018, a 19% increase from €204 million in the year ended December 31, 2017. Adjusted EBITDA per metric ton for the year ended December 31, 2018 was 16% higher at €234 for the year ended December 31, 2018 compared to €202 for the year ended December 31, 2017, reflecting primarily higher volumes and better price and mix, favorable metal costs partially offset by incremental costs from maintenance and by the ramp up of our automotive programs.

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Adjusted EBITDA at our P&ARP segment was €204 million for the year ended December 31, 2017 was comparable to €204 million in the year ended December 31, 2016. Adjusted EBITDA per metric ton for the year ended December 31, 2017 was relatively stable at €202 for the year ended December 31, 2017 compared to €201 for the year ended December 31, 2016, reflecting better price and mix offset by the impact of our ABS program in the US.

A&T. Adjusted EBITDA was €152 million for the year ended December 31, 2018, an increase of 4% from the year ended December 31, 2017 and Adjusted EBITDA per metric ton increased 1% to €619 from €614 in the year ended December 31, 2017, primarily reflecting higher shipments and strong management of operating costs, partially offset by weaker price and mix.

Adjusted EBITDA was €146 million for the year ended December 31, 2017, an increase of 24% from the year ended December 31, 2016 and Adjusted EBITDA per metric ton increased 26% to €614 from €487 in the year ended December 31, 2016, primarily reflecting better price and mix and strong management of operating costs, partially offset by the impact of lower Aerospace rolled product volumes and foreign exchange and premium effects.

AS&I. Adjusted EBITDA was €125 million for the year ended December 31, 2018, a 4% increase from the same period in the prior year, reflecting higher volumes and improved price and mix partially offset by higher costs largely related to maintenance, new product launches and our footprint expansion. Adjusted EBITDA per ton decreased 2% to €502 per ton in the year ended December 31, 2018 as compared to the prior year.

Adjusted EBITDA was €120 million for the year ended December 31, 2017, a 15% increase from the same period in the prior year, reflecting higher volumes and solid cost control. Adjusted EBITDA per ton increased 6% to €510 per ton in the year ended December 31, 2017 as compared to the prior year.

Holdings and Corporate. Our Holdings and Corporate segment generated Adjusted EBITDA losses of €22 million, €22 million and €28 million in the year ended December 31, 2018, 2017 and 2016, respectively. The decrease in Holdings and Corporate costs from period to period is notably attributable to additional costs incurred in 2016, in connection with changes in the executive management team.

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The following table reconciles our net income / (loss) for each of the three years in the period ending December 31, 2018 to our Adjusted EBITDA for the years presented:

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
(€ in millions) |  |  |  |  |  |  |  |  |
Net income / (loss) |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )
Net income from discontinued operations |  |  | — |  |  |  | — |  |  |  | — |
Income tax expense |  |  | 32 |  |  |  | 80 |  |  |  | 69 |
Finance costs, net |  |  | 149 |  |  |  | 260 |  |  |  | 188 |
Share of loss of joint ventures |  |  | 33 |  |  |  | 29 |  |  |  | 14 |
Depreciation and amortization |  |  | 197 |  |  |  | 171 |  |  |  | 155 |
Restructuring costs |  |  | 1 |  |  |  | 4 |  |  |  | 5 |
Unrealized losses / (gains) on derivatives |  |  | 84 |  |  |  | (57 | ) |  |  | (71 | )
Unrealized exchange losses / (gains) from remeasurement of monetary assets and liabilities—net |  |  | — |  |  |  | 4 |  |  |  | (3 | )
Gains on pension plan amendments(a) |  |  | (36 | ) |  |  | (20 | ) |  |  | — |
Share-based compensation |  |  | 12 |  |  |  | 8 |  |  |  | 6 |
Metal price lag(b) |  |  | — |  |  |  | (22 | ) |  |  | (4 | )
Start-up and development costs(c) |  |  | 21 |  |  |  | 17 |  |  |  | 25 |
Manufacturing system and process transformation costs |  |  | — |  |  |  | 2 |  |  |  | 5 |
Wise integration and acquisition costs |  |  | — |  |  |  | — |  |  |  | 2 |
Wise one-time costs(d) |  |  | — |  |  |  | — |  |  |  | 20 |
Wise purchase price adjustment(e) |  |  | — |  |  |  | — |  |  |  | (20 | )
(Gains) / Losses on disposals(f) |  |  | (186 | ) |  |  | 3 |  |  |  | 10 |
Other(g) |  |  | 1 |  |  |  | — |  |  |  | 1 |
Adjusted EBITDA |  |  | 498 |  |  |  | 448 |  |  |  | 398 |

(a) | For the year ended December 31, 2018, the Company amended one of its OPEB plans in the US, which resulted in a €36 million gain. For the year ended December 31, 2017, amendments to certain Swiss pension plans, US pension plans and OPEB resulted in a €20 million net gain.

(b) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium revenue are established and when aluminium purchase prices included in Cost of sales are established. The Company accounts for inventory using a weighted average price basis and this adjustment aims to remove the effect of volatility in LME prices. The calculation of the Company’s metal price lag adjustment is based on an internal standardized methodology calculated at each of Constellium’s manufacturing sites and is primarily calculated as the average value of product recorded in inventory, which approximates the spot price in the market, less the average value transferred out of inventory, which is the weighted average of the metal element of cost of sales, based on the quantity sold in the period.

(c) | For the years ended December 31, 2018 and 2017, start-up and development costs include €21 million and €16 million, respectively, related to new projects in our AS&I operating segment. For the year ended December 31, 2016, start-up and development costs included €20 million related to ABS growth projects both in Europe and the United States.

(d) | For the year ended December 31, 2016, Wise one-time costs related to a one-time payment of €20 million, recorded as a reduction of revenue, in relation to the re-negotiation of payment terms, pass through of Midwest premium amounts and other pricing mechanisms in a contract with one of Wise’s customers. We entered into the re-negotiation of these terms in order to align the terms of this contract, acquired during the acquisition of Wise, with Constellium’s normal business terms.

(e) | The contractual price adjustment relating to the acquisition of Wise Metals Intermediate Holdings was finalized in 2016. We received a cash payment of €21 million and recorded a €20 million net gain.

(f) | In July 2018, Constellium completed the sale of the North Building assets of its Sierre plant in Switzerland to Novelis and contributed the Sierre site shared infrastructure to a joint-venture with Novelis, in exchange

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| for cash consideration of €200 million. This transaction also resulted in the termination of the existing lease agreement for the North Building assets which had been leased and operated by Novelis since 2005. For the year ended December 31, 2018, the transaction generated a €190 million net gain.

(g) | For the year ended December 31, 2017, other includes €3 million of legal fees and lump-sum payments in connection with the renegotiation of a new 5-year collective bargaining agreement offset by accrual reversals of unused provisions related to one-time loss contingencies. For the year ended December 31, 2016, other includes individually immaterial other adjustments offset by €4 million of insurance proceeds.

Liquidity and Capital Resources

Our primary sources of cash flow have historically been cash flows from operating activities and funding or borrowings from external parties.

Based on our current and anticipated levels of operations, and the condition in our markets and industry, we believe that our cash flows from operations, cash on hand, new debt issuances or refinancing of existing debt facilities, and availability under our factoring and revolving credit facilities will enable us to meet our working capital, capital expenditures, debt service and other funding requirements for the foreseeable future. However, our ability to fund working capital needs, debt payments and other obligations depends on our future operating performance and cash flows and many factors outside of our control, including the costs of raw materials, the state of the overall industry and financial and economic conditions and other factors, including those described under the following risk factors within “Item 3. Key Information—D. Risk Factors.”

| • |  | We have substantial leverage and may be unable to obtain sufficient liquidity to operate our business and service our indebtedness;

| • |  | A deterioration in our financial position or a downgrade of our ratings by a credit rating agency could increase our borrowing costs, lead to our inability to access liquidity facilities, and adversely affect our business relationships;

| • |  | The terms of our indebtedness contain covenants that restrict our current and future operations, and a failure by us to comply with those covenants may materially adversely affect our business, results of operations and financial condition; and

| • |  | 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 purchase derivative instruments.

It is our policy to hedge all highly probable or committed foreign currency operating cash flows. As we have significant third party future receivables denominated in U.S. dollars, we generally enter into combinations of forward contracts with financial institutions, selling forward U.S. dollars against Euros. In addition, as discussed in “Item 4. Information on the Company—B. Business Overview—Managing our Metal Price Exposure,” when we are unable to align the price and quantity of physical aluminium purchases with that of physical aluminium sales, we enter into derivative financial instruments to pass through the exposure to metal price fluctuations to financial institutions at the time the price is set. As the U.S. dollar appreciates versus the Euro or the LME price for aluminium falls, the derivative contracts related to transactional hedging entered into with financial institution counterparties will have a negative mark-to-market. We borrow in a combination of Euros and U.S. Dollars. When the external currency mix of our debt does not match exactly the mix of our assets, we use a combination of cross-currency swaps and forwards to balance the risk. We have bought forward significant U.S. Dollars versus the Euro for this purpose. As the U.S. Dollar depreciates against the Euro, the derivative contracts entered into with financial institutions will have a negative mark-to-market. Our financial institution counterparties may require margin calls should our negative mark-to-market exceed a pre-agreed contractual limit. In order to protect the Company from the potential margin calls for significant market movements, we maintain additional cash or

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availability under our various borrowing facilities, we enter into derivatives with a large number of financial counterparties and we monitor margin requirements on a daily basis for adverse movements in the U.S. dollar versus the Euro and in aluminium prices. A €5 million margin call was posted at December 31, 2018. No margins were posted at December 31, 2017 or December 31, 2016.

At December 31, 2018, we had €669 million of total liquidity, comprised of €164 million in cash and cash equivalents, €255 million of undrawn credit facilities under our Pan-U.S. ABL Facility, €80 million of undrawn credit facilities under our French Inventory Facility (as defined below), €160 million available under our factoring arrangements, and €10 million credit facility with BPI France, a related party.

At December 31, 2017, we had €531 million of total liquidity, comprised of €269 million in cash and cash equivalents, €136 million of undrawn credit facilities under our Pan-U.S. ABL Facility, €71 million of undrawn credit facilities under our French Inventory Facility, and €55 million available under our factoring arrangements.

At December 31, 2016, we had €537 million of total liquidity, comprised of €347 million in cash and cash equivalents, €150 million of undrawn credit facilities under our ABL facilities, €33 million available under our factoring arrangements, and €7 million under a revolving credit facility.

Cash Flows

The following table summarizes our operating, investing and financing activities for the years ended December 31, 2018, 2017 and 2016:

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
|  | (€ in millions) |
Net Cash Flows from/(used) in: |  |  |  |  |  |  |  |  |  |  |  |
Operating activities |  |  | 66 |  |  |  | 160 |  |  |  | 88 |
Investing activities |  |  | (91 | ) |  |  | (292 | ) |  |  | (365 | )
Financing activities |  |  | (82 | ) |  |  | 61 |  |  |  | 145 |
Net decrease in cash and cash equivalents, excluding the effect of exchange rate changes |  |  | (107 | ) |  |  | (71 | ) |  |  | (132 | )

Net cash Flows from Operating Activities

Net cash flows from operating activities in the year ended December 31, 2018 decreased by €94 million to €66 million, from €160 million in the year ended December 31, 2017. The year over year decrease in operating cash flows is attributable to a €67 million increase in cash flow from operating activities before working capital changes partially offset by a €161 million increase in cash flows used in working capital.

Net cash flows from operating activities in the year ended December 31, 2017 increased by €72 million to €160 million, from an inflow of €88 million in the year ended December 31, 2016. The year over year increase in operating cash flows is attributable to an €108 million increase in cash flow from operating activities before working capital changes partially offset by a €36 million increase in cash flows used in working capital.

In the year ended December 31, 2018, cash flows used in working capital amounted to €239 million reflecting a €212 million increase in working capital before factoring and a €27 million negative cash effect from the reduction in non-recourse factoring in the period.

In the year ended December 31, 2017, cash flows used in working capital amounted to €78 million reflecting a €19 million increase in working capital before factoring and a €59 million negative cash effect from the reduction in non-recourse factoring in the period.

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In the year ended December 31, 2016, cash flows used in working capital amounted to €42 million reflecting an €179 million increase in working capital before factoring, partially offset by €137 million of additional non-recourse factoring in the period.

Net Cash Flows used in Investing Activities

Cash flows used in investing activities in the year ended December 31, 2018 decreased by €201 million to €91 million from €292 million for the year ended December 31, 2017, mainly driven by the proceeds from the sale of our assets in Sierre in July 2018. Capital expenditures of €277 million for the year ended December 31, 2018 were stable from €276 million for the year ended December 31, 2017 and related primarily to recurring investment in our manufacturing facilities and our growth projects. Cash flows used in investing activities in the year ended December 31, 2018 also included €24 million of equity contributions and loans to joint ventures, related to Constellium – UACJ ABS LLC, our joint venture with UACJ.

Cash flows used in investing activities in the year ended December 31, 2017 decreased by €73 million to €292 million from €365 million for the year ended December 31, 2016, mainly driven by lower capital expenditures. Capital expenditures of €276 million for the year ended December 31, 2017 decreased by €79 million from €355 million for the year ended December 31, 2016 and related primarily to recurring investment in our manufacturing facilities and our growth projects. Cash flows used in investing activities in the year ended December 31, 2017 also included €41 million of equity contributions and loans to joint ventures, related to Constellium – UACJ ABS LLC, our joint venture with UACJ.

Cash flows used in investing activities in the year ended December 31, 2016 decreased by €357 million to €365 million from €722 million for the year ended December 31, 2015. The main driver of the difference was the net consideration of €348 million paid in connection with the Wise Acquisition. Capital expenditures of €355 million were stable compared to the prior year. Cash flows used in investing activities in the year ended December 31, 2016 also included €37 million of equity contributions and loans to joint ventures, related to Constellium – UACJ ABS LLC, our joint venture with UACJ.

For further details on capital expenditures projects, see the “—Historical Capital Expenditures” section below.

Net Cash flows from / (used in) Financing Activities

Net cash flows used in financing activities were €82 million for the year ended December 31, 2018, compared to cash inflows of €61 million for the year ended December 31, 2017.

The €143 million change results from the 2017 refinancing operations described below. In 2018, net cash used in financing activities reflected €68 million in repayments made on the Pan-US ABL Facility and other loans.

Net cash flows from financing activities were €61 million for the year ended December 31, 2017, compared to €145 million for the year ended December 31, 2016.

Net cash flows from financing activities in the year ended December 31, 2017 reflect i) €610 million of net proceeds from the issuance, in February 2017, of our $650 million 6.625% Senior Notes due 2025, ii) €830 million of net proceeds from the issuance, in November 2017, of our $500 million 5.875% Senior Notes due 2026 and our €400 million 4,250% Senior Notes due 2026 and iv) €259 of net proceeds from the issuance of shares in November 2017. The net proceeds received from these transactions were partially offset by i) a €610 million outflow from the redemption in February 2017 of the $650 million 8.750% Wise Senior Secured Notes due 2018, ii)a €949 million outflow from the redemption, in November 2017, of the $425 million 7.875%

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Senior Secured Notes due 2021, the $400 million 8.000% Senior Notes due 2023 and the €240 million 7.000% Senior Notes due 2023 and iii) deferred financing costs and exit fees relating to these transactions for an amount of €118 million.

Net cash flows from financing activities in the year ended December 31, 2016 increased by €310 million to €145 million from an outflow of €165 million for the year ended December 31, 2015. Net cash provided by financing activities reflected the net impact of €375 million in proceeds from the issuance of the Constellium N.V. Senior Secured Notes in March 2016 and a €148 million outflow relating to the redemption of the Wise Senior PIK Toggle Notes in the fourth quarter of 2016. The outflow in the year ended December 31, 2016 also included €69 million in repayments made on the Wise ABL Facility (as defined below) and other loans.

Historical Capital Expenditures

The following table provides a breakdown of the historical capital expenditures by segment for the periods indicated:

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
|  | (€ in millions) |
P&ARP |  |  | 97 |  |  |  | 115 |  |  |  | 166 |
A&T |  |  | 70 |  |  |  | 73 |  |  |  | 96 |
AS&I |  |  | 105 |  |  |  | 83 |  |  |  | 84 |
Holdings and Corporate |  |  | 5 |  |  |  | 5 |  |  |  | 9 |
Total capital expenditures |  |  | 277 |  |  |  | 276 |  |  |  | 355 |

Our capital expenditures for the year ended December 31, 2018 reflected primarily our investments in automotive growth projects for both P&ARP and AS&I as well as sustaining projects across all segments.

The main projects undertaken during the year ended December 31, 2018 include our ABS investments in Europe and in the U.S., within the P&ARP segment, investments in our AS&I segment in response to OEM demand and capital investments projects, mainly at our Issoire and Ravenswood, West Virginia facilities, to support manufacturing efficiency within the A&T segment.

As at December 31, 2018, we had €194 million of construction in progress which primarily related to our continued maintenance, modernization and expansion projects at our Děčín, Muscle Shoals, Neuf Brisach, Ravenswood, Issoire, Singen and Van Buren facilities.

As at December 31, 2017, we had €198 million of construction in progress which primarily related to our continued maintenance, modernization and expansion projects at our Muscle Shoals, Ravenswood, Neuf Brisach, Singen, Van Buren, Děčín, and Issoire facilities.

Our capital expenditures are expected to total approximately €1,400 million in the years ended December 31, 2019 to 2023, in the aggregate. We currently expect all of our capital expenditures to be financed with cash on hand and external financing.

Covenant Compliance

The indentures governing our outstanding debt securities contain no maintenance covenants but contain customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to incur or guarantee indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations and make dividends and other restricted payments.

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The Pan-U.S. ABL Facility contains a financial covenant that provides that at any time during which borrowing availability thereunder is below 10% of the aggregate commitments under the Pan-U.S. ABL Facility, we will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 and a minimum Borrower EBITDA Contribution of 25%, in each case calculated on a trailing twelve month basis. “Borrower EBITDA Contribution” means, for any period, the ratio of (x) the combined EBITDA of the borrowers under the Pan-U.S. ABL Facility and their subsidiaries for such period, to (y) the consolidated EBITDA of the Company and its subsidiaries for such period. The Pan-U.S. ABL Facility also contains customary negative covenants on liens, investments and restricted payments related to Ravenswood, Muscle Shoals, and Bowling Green.

The Wise Factoring Facility contains customary covenants and the factors’ commitment to purchase the receivables is subject to the maintainance of certain credit rating levels.

The European Factoring Facilities contain customary covenants.

We were in compliance with our covenants at and for the years ended December 31, 2018 and 2017.

See “Item 10. Additional Information—C. Material Contracts” for a description of our significant financing arrangements.

Off-Balance Sheet Arrangements

As of December 31, 2018, except as otherwise disclosed in our consolidated financial statements we have no significant off-balance sheet arrangements.

Contractual Obligations

The following table summarizes our estimated material contractual cash obligations and other commercial commitments at December 31, 2018:

|  |  |  |  | Cash payments due by period |
|  | Total |  |  | Less than 1 year |  |  | 1-3 years |  |  | 3-5 years |  |  | After 5 years |
|  | (unaudited, € in millions) |
Borrowings(1) |  |  | 2,075 |  |  |  | 6 |  |  |  | 311 |  |  |  | 4 |  |  |  | 1,754 |
Interest(2) |  |  | 709 |  |  |  | 114 |  |  |  | 221 |  |  |  | 201 |  |  |  | 173 |
Derivatives relating to currencies and metal |  |  | 91 |  |  |  | 56 |  |  |  | 30 |  |  |  | 5 |  |  |  | 0 |
Operating lease obligations(3) |  |  | 133 |  |  |  | 24 |  |  |  | 24 |  |  |  | 39 |  |  |  | 46 |
Capital expenditures |  |  | 124 |  |  |  | 112 |  |  |  | 12 |  |  |  | 0 |  |  |  | 0 |
Finance leases |  |  | 86 |  |  |  | 20 |  |  |  | 16 |  |  |  | 34 |  |  |  | 16 |
Total(4) |  |  | 3,218 |  |  |  | 332 |  |  |  | 614 |  |  |  | 283 |  |  |  | 1,989 |

(1) | Borrowings include our Pan-U.S. ABL Facility which are considered short-term in nature and is included in the category “Less than 1 year.”

(2) | Interests accrue under the May 2014 Notes denominated in U.S. dollars at a rate of 5.750% per annum, under the May 2014 Notes denominated in euros at a rate of 4.625% per annum, under the February 2017 Notes at a rate of 6.625% per annum, under the November 2017 Notes denominated in U.S. dollars at a rate of 5.875%, per annum, and under the November 2017 Notes denominated in euros at a rate of 4.250% per annum.

(3) | Operating leases relate to buildings, machinery and equipment.

(4) | Retirement benefit obligations of €610 million are not presented above as the timing of the settlement of this obligation is uncertain.

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Environmental Contingencies

Our operations, like those of many other basic industries, are subject to federal, state, local and international laws, regulations and ordinances. These laws and regulations (i) govern activities or operations that may have adverse environmental effects, such as discharges to air and water, as well as waste handling and disposal practices and (ii) impose liability for costs of cleaning up, and certain damages resulting from, spills, disposals or other releases or regulated materials. From time to time, our operations have resulted, or may result, in certain noncompliance with applicable requirements under such environmental laws. To date, any such noncompliance with such environmental laws has not had a material adverse effect on our financial position or results of operations.

Pension Obligations

Constellium operates various pension plans for the benefit of its employees across a number of countries. Some of these plans are defined benefit plans and others are defined contribution plans. The largest of these plans are in the United States, Switzerland, Germany and France. Pension benefits are generally based on the employee’s service and highest average eligible compensation before retirement, and are periodically adjusted for cost of living increases, either by practice, collective agreement or statutory requirement.

We also provide health and life insurance benefits to retired employees and in some cases to their beneficiaries and covered dependents. These plans are predominantly in the United States.

Finally, we also participate in various multi-employer pension plans in one of our facilities in the United States.

For the year ended December 31, 2018, the total expense recognized in the income statement in relation to all our pension and post-retirement benefits was €5 million (compared to €24 million for the year ended December 31, 2017). In 2018, we amended one of our OPEB plans in the U.S. which resulted in the recognition of a €36 million gain. In 2017, we amended some pension plans in Switzerland and in the U.S. which resulted in the recognition of a €20 million gain. At December 31, 2018, the fair value of the plans assets was €380 million (compared to €387 million as of December 31, 2017). At December 31, 2018, the present value of our obligations amounted to €990 million (compared to €1,051 million as of December 31, 2017), resulting in an aggregate plan deficit of €610 million and €664 million as of December 31, 2018 and 2017, respectively.

Our estimated funding for our funded pension plans and other post-retirement benefit plans is based on actuarial estimates using benefit assumptions for discount rates, rates of compensation increases, and health care cost trend rates. The deficit related to the funded pension plan and the present value of the unfunded obligations as of December 31, 2018 were €294 million and €316 million, respectively. The deficit related to funded pension plan and other benefits and the present value of the unfunded obligations as of December 31, 2017 were €304 million and €360 million, respectively. Estimating when the obligations will require settlement is not practicable and therefore these have not been included in the Contractual Obligations table above.

Contributions to pension and other benefit plans totaled €46 million for the year ended December 31, 2018, compared to €47 million for the year ended December 31, 2017.

Contributions to our multi-employer plans amounted to approximately €2 million and €3 million for the years ended December 31, 2018 and 2017, respectively.

Principal Accounting Policies, Critical Accounting Estimates and Key Judgments

Our principal accounting policies are set out in Note 2 to the audited Consolidated Financial Statements, which appear elsewhere in this Annual Report. New standards and interpretations not yet adopted are also disclosed in Note 2.3 to our audited Consolidated Financial Statements.

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Item 6. Directors, Senior Management and Employees

A. | Directors and Senior Management

The following table provides information regarding the members of our board of directors as of the date of this Annual Report (ages are given as of December 31, 2018). The business address of each of our directors listed below is c/o Constellium, Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, the Netherlands.

Name |  | Age |  |  | Position |  | Date of Appointment |  | Current Term
Richard B. Evans |  |  | 71 |  |  | Chairman |  | January 5, 2011 |  | 2016-2019
Guy Maugis |  |  | 65 |  |  | Director |  | January 5, 2011 |  | 2017-2019
Philippe Guillemot |  |  | 59 |  |  | Director |  | May 21, 2013 |  | 2018-2019
Werner P. Paschke |  |  | 68 |  |  | Director |  | May 21, 2013 |  | 2017-2019
Michiel Brandjes |  |  | 64 |  |  | Director |  | June 11, 2014 |  | 2018-2019
Peter F. Hartman |  |  | 69 |  |  | Director |  | June 11, 2014 |  | 2018-2019
John Ormerod |  |  | 69 |  |  | Director |  | June 11, 2014 |  | 2018-2019
Lori A. Walker |  |  | 61 |  |  | Director |  | June 11, 2014 |  | 2018-2019
Martha Brooks |  |  | 59 |  |  | Director |  | June 15, 2016 |  | 2018-2019
Jean-Marc Germain |  |  | 52 |  |  | Director |  | June 15, 2016 |  | 2017-2020
Stéphanie Frachet |  |  | 42 |  |  | Director |  | May 24, 2018 |  | 2018-2019

Pursuant to a shareholders agreement between the Company and Bpifrance, Ms. Frachet was selected to serve as a director by Bpifrance in 2018. Mr. Manardo no longer serves in that capacity.

Richard B. Evans. Mr. Evans has served as a director since January 2011 and as our Chairman since December 2012. Mr. Evans is currently an independent director of CGI, an IT consulting and outsourcing company. In 2016, Mr. Evans resigned as a non-Executive Director of Noranda Aluminum Holding Corporation following its successful liquidation through the Chapter 11 bankruptcy process. He retired in May 2013 as non-executive Chairman of Resolute Forest Products, a Forest Products company based in Montreal. He retired in April 2009 as an executive director of London-based Rio Tinto plc and Melbourne-based Rio Tinto Ltd., and as Chief Executive Officer of Rio Tinto Alcan Inc., a wholly owned subsidiary of Rio Tinto. Previously, Mr. Evans was President and Chief Executive Officer of Montreal based Alcan Inc. from March 2006 to October 2007, and led the negotiation of the acquisition of Alcan by Rio Tinto in October 2007. He was Alcan’s Executive Vice President and Chief Operating Officer from September 2005 to March 2006. Prior to joining Alcan in 1997, he held various senior management positions with Kaiser Aluminum and Chemical Company during his 27 years with that company. Mr. Evans is a past Chairman of the International Aluminum Institute (IAI) and is a past Chairman of the Washington, DC-based U.S. Aluminum Association. He previously served as Co-Chairman of the Environmental and Climate Change Committee of the Canadian Council of Chief Executives and as a member of the Board of USCAP, a Washington, DC-based coalition concerned with climate change.

Guy Maugis. Mr. Maugis has served as a non-executive director since 2011. Mr. Maugis served as advisor of the Board of Robert Bosch GmbH from 2016 to 2018, after being President of Robert Bosch France SAS for 12 years. The French subsidiary covers all the activities of the Bosch Group, a leader in the domains of the Automotive Equipments, Industrial Techniques and Consumer Goods and Building Techniques. He is President of the French-German Chamber of Commerce and Industry. Mr. Maugis is a former graduate of Ecole Polytechnique, Engineer of “Corps des Ponts et Chaussées” and worked for several years at the Equipment Ministry. At Pechiney, he managed the flat rolled products factory of Rhenalu Neuf-Brisach. At PPG Industries, he became President of the European Flat Glass activities. With the purchase of PPG Glass Europe by ASAHI Glass, Mr. Maugis assumed the function of Vice-President in charge of the business development and European activities of the automotive branch of the Japanese group.

Philippe Guillemot. Mr. Guillemot has served as a non-executive director since May 2013. He has nearly thirty-five years of experience in Automotive, Energy and the Telecom industry, where he held CEO and COO

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positions leading many successful transformations. In December 2017, Mr. Guillemot was appointed CEO of Elior Group, a concession and contract catering leader. Prior to that, Mr. Guillemot served as Chief Operating Officer of Alcatel-Lucent until a successful turnaround led to Nokia’s full acquisition at the end of 2016. From April 2010 to February 2012, he served as Chief Executive Officer of Europcar Group. Since July 2017, Mr. Guillemot has served as a Director of the Sonoco Board and as a member of its Audit Committee. From 2010 to 2012, Mr. Guillemot served as a director and audit committee member of Visteon Corp. Mr. Guillemot served as Chairman and CEO of Areva T&D from 2004 to 2010, and as division Vice President at Valeo and then Faurecia from 1998 to 2003. Mr. Guillemot began his career at Michelin, where he held various positions in quality and production at sites in Canada, France and Italy. He was a member of Booz Allen Hamilton’s Automotive Practice from 1991 to 1993 before returning to Michelin to serve as an operations manager, director of Michelin Group’s restructuring in 1995-1996, Group Quality Executive Vice-President, Chief Information Officer and member of the Group Executive Committee. Mr. Guillemot received his undergraduate degree in 1982 from Ecole des Mines in Nancy and received his MBA from Harvard Business School in Cambridge, MA in 1991.

Werner P. Paschke. Mr. Paschke has served as a non-executive director since May 2013. From 2008 until April 2017, he served as an independent director of Braas Monier Building Group, Luxembourg, where he chaired the Audit Committee. He is an Advisory Board Member for Weber Automotive GmbH. In previous years, he served on the Supervisory Boards of Conergy Aktiengesellschaft, Hamburg, Coperion GmbH, Stuttgart and several smaller companies. From 2003 to 2006, he was Managing Director and Chief Financial Officer of Demag Holding in Luxembourg, where he actively enhanced the value of seven former Siemens and Mannesmann Units. From 1992 to 2003, he worked for Continental Aktiengesellschaft in Hannover/Germany, and since 1993 as Generalbevollmächtigter responsible for corporate controlling plus later, accounting. From 1989 to 1992, he served as Chief Financial Officer for General Tire Inc., in Akron/Ohio, USA. From 1973 to 1987, he held different positions at Continental AG in finance, distribution, marketing and controlling. Mr. Paschke studied economics at Universities Hannover, Hamburg and Münster/Westphalia, where he graduated as Diplomkaufmann in 1973. He is a 1993 graduate of the International Senior Management Program at Harvard Business School.

Michiel Brandjes. Mr. Brandjes has served as a non-executive director since June 2014. He served as Company Secretary and General Counsel Corporate of Royal Dutch Shell plc from 2005 to 2017. Mr. Brandjes formerly served as Company Secretary and General Counsel Corporate of Royal Dutch Petroleum Company. He served for 25 years on numerous legal and non-legal jobs in the Shell Group within the Netherlands and abroad, including as head of the legal department in Singapore and as head of the legal department for North East Asia based in Beijing and Hong Kong. Before he joined Shell, Mr. Brandjes worked at a law firm in Chicago after graduating from law school at the University of Rotterdam and at Berkeley, California. He has published a number of articles on legal and business topics, is a regular speaker on corporate legal and governance topics and serves in a number of advisory and non-executive director positions not related to Shell or Constellium.

Peter F. Hartman. Mr. Hartman has served as a non-executive director since June 2014. He served as Vice Chairman of Air France KLM from July 2013 until May 2017. He serves as member of the supervisory boards of Fokker Technologies Group B.V since 2013 (chairman since 2016), Air France KLM S.A. since 2010 (member of the audit committee from July 2016 until May 2017), Royal KPN N.V. since April 2015 (chairman of the remuneration committee) and Texel Airport N.V. since mid-2013 (chairman since January 2014). Previously, Mr. Hartman served as President and CEO of KLM Royal Dutch Airlines from 2007 to 2013, and as member of the supervisory boards of Kenya Airways from 2004 to 2013, Stork B.V. from 2008 to 2013, CAI Compagnia Aerea Italiana S.p.A. from 2009 to January 2014, Delta Lloyd Group N.V. from 2010 to May 2014 and Royal Ten Cate N.V. from July 2013 to February 2016. Mr. Hartman received a Bachelor’s degree in Mechanical Engineering from HTS Amsterdam, Amsterdam and a Master’s degree in Business Economics from Erasmus University, Rotterdam.

John Ormerod. Mr. Ormerod has served as a non-executive director since June 2014. Mr. Ormerod is a chartered accountant and worked for over 30 years in public accounting firms. He served for 32 years at Arthur

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Andersen, serving in various client service and management positions, with last positions held from 2001 to 2002 serving as Regional Managing Partner UK and Ireland, and Managing Partner (UK). From 2002 to 2004, he was Practice Senior Partner for London at Deloitte (UK) and was member of the UK executives and Board. Mr. Ormerod is a graduate of Oxford University. Until May 2018, Mr. Ormerod served in the following director positions: since 2006, as non-executive director of the audit committee of Gemalto N.V., where he also served as its Chairman until September 2017, and as member of the compensation committee; since 2008, as non-executive director of ITV plc, and as member of the remuneration and nominations committees, and as Chairman of the audit committee since 2010. Until December 31, 2015, Mr. Ormerod served as a non-executive director of Tribal Group plc., as member of the audit, remuneration and nominations committees and as Chairman of the board. Mr. Ormerod served as non-executive director and Chairman of the audit committee of Computacenter plc., and as member of the remuneration and nominations committees until April 1, 2015. Mr. Ormerod also served as a senior independent director of Misys plc. from 2006 to 2012, and as Chairman of the audit committee from 2005 to 2012.

Lori A. Walker. Ms. Walker has served as a non-executive director since June 2014. Ms. Walker currently serves as the audit committee chair of Southwire since 2014, and as a member of the audit and compensation committees of Compass Minerals since 2015. In August 2016, Ms. Walker was appointed to the Audit Committee Chair at Compass Minerals. Ms. Walker previously served as Chief Financial Officer and Senior Vice President of The Valspar Corporation from 2008 to 2013, where she led the Finance, IT and Communications teams. Prior to that position, Ms. Walker served as Valspar’s Vice President, Controller and Treasurer from 2004 to 2008, and as Vice President and Controller from 2001 to 2004. Prior to joining Valspar, Ms. Walker held a number of roles with progressively increasing responsibility at Honeywell Inc. during a 20-year tenure, with her last position there serving as director of Global Financial Risk Management. Ms. Walker holds a Bachelor of Science of Finance from Arizona State University and attended the Executive Institute Program and the Director’s College at Stanford University.

Martha Brooks. Ms. Brooks has served as a non-executive director since June 2016. Ms. Brooks was until her retirement in May 2009, President and Chief Operating Officer of Novelis, Inc, where she held senior positions since 2005. From 2002 to 2005, she served as Corporate Senior Vice President and President and Chief Executive Officer of Alcan Rolled Products, Americas and Asia. Before she joined Alcan, Ms. Brooks served 16 years with Cummins, the global leader in diesel engine and power generation from 1986 to 2002, ultimately running the truck and bus engine business. She is currently a member of the Boards of Directors of Bombardier Inc. and Jabil Circuit Inc. and has previously served as a director of Harley Davidson and International Paper. Ms. Brooks holds a BA in Economics and Political Science and a Master’s in Public and Private Management from Yale University.

Jean-Marc Germain. Mr. Germain has served as an executive director since June 2016 and as our Chief Executive Officer since July 2016. Prior to joining Constellium, Mr. Germain was Chief Executive Officer of Algeco Scotsman, a Baltimore-based leading global business services provider focused on modular space and secure portable storages. Previously, Mr. Germain held numerous leadership positions in the aluminium industry, including senior executive roles in operations, sales & marketing, financial planning and strategy with Pechiney, Alcan and Novelis. His last position with Novelis from 2008 to 2012 was as President for North American operations. Earlier in his career, he held a number of international positions with Bain & Company and GE Capital. Mr. Germain is a graduate of Ecole Polytechnique in Paris, France and a dual French and American citizen.

Stéphanie Frachet. Ms. Frachet was appointed as a non-executive director of Constellium in May 2018. Ms. Frachet is currently Managing Director and member of the Mid & Large Cap Executive committee at Bpifrance Investissement that she joined in 2009. Ms. Frachet is also, as permanent representative of Bpifrance, a Director of Eutelsat Communications, and an observer on the Board of Paprec and Horizon Parent Holdings Sarl. Previously, Ms. Frachet served for Bpifrance as a member of the Board of Carso (from 2013 to 2016), Cylande (from 2010 to 2017) and Sarenza (from 2014 to 2018), and as an Independent Director of Eurosic (from 2015 to

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2017). From 2002 to 2009, Ms. Frachet held various positions in auditing and financial consulting on mergers & acquisitions and LBOs at Ernst &Young, Pricewaterhouse Coopers and Société Générale CIB in Paris. Ms. Frachet graduated from ESSEC Business School in Paris in 2002.

The following persons are our executive officers as of the date of this Annual Report (ages are given as of December 31, 2018). The business address of each of our officers listed below is c/o Constellium, Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, the Netherlands.

Name |  | Age |  |  | Title
Jean-Marc Germain |  |  | 52 |  |  | Chief Executive Officer
Peter R. Matt |  |  | 56 |  |  | Executive Vice President and Chief Financial Officer
Peter Basten |  |  | 43 |  |  | President, Packaging and Automotive Rolled Products business unit
Ingrid Joerg |  |  | 49 |  |  | President, Aerospace and Transportation business unit
Paul Warton |  |  | 57 |  |  | President, Automotive Structures and Industry business unit
Jack Clark |  |  | 59 |  |  | Senior Vice President Manufacturing Excellence and Chief Technical Officer
Philip Ryan Jurkovic |  |  | 47 |  |  | Senior Vice President and Chief Human Resources Officer
Nicolas Brun |  |  | 52 |  |  | Senior Vice President, Public Affairs, Communications and Sustainability
Jeremy Leach |  |  | 56 |  |  | Senior Vice President and Group General Counsel

The following paragraphs set forth biographical information regarding our officers (other than Mr. Germain, whose biographical information is set forth above in the description of biographical information of our directors):

Peter R. Matt. Mr. Matt has served as our Executive Vice President and Chief Financial Officer since January 1, 2017. Prior to that, he served as our Chief Financial Officer Designate since November 2016. Prior to joining Constellium, he spent 30 years in investment banking at First Boston/Credit Suisse where he built leading Metals and Diversified Industrials coverage practices. From 2010-2015, he was the Managing Director and Group Head at First Boston/Credit Suisse responsible for managing the firm’s Global Industrials business in the Americas. Throughout his career, Mr. Matt has worked closely with management teams across a broad range of competencies including business strategy, capital structure, capital allocation, investor communications, treasury and mergers and acquisitions. He is a graduate of Amherst College.

Peter Basten. Mr. Basten has served as President of our Packaging and Automotive Rolled Products business unit since September 2017. He previously served as our Executive Vice President, Strategy, Business Development, Research & Development since 2016, and prior to that as our Vice President, Strategy and Business Planning, the Managing Director of Soft Alloys Europe at our Automotive Structures and Industry Business Unit and our Vice President Strategic Planning & Business Development. Mr. Basten joined Alcan in 2005 as the Director of Strategy and Business Planning at Alcan Specialty Sheet, and became Director of Sales and Marketing in 2008, responsible for the aluminium packaging applications markets. Prior to joining Alcan, Mr. Basten worked as a consultant at Monitor Group, a Strategy Consulting firm. His assignments ranged from developing marketing, corporate, pricing and competitive strategy to M&A and optimizing manufacturing operations. Mr. Basten holds degrees in Applied Physics (Delft University of Technology, Netherlands) and Economics & Corporate Management (ENSPM, France).

Ingrid Joerg. Ms. Joerg has served as President of our Aerospace and Transportation business unit since June 2015. Previously, Ms. Joerg served as Chief Executive Officer of Aleris Rolled Products Europe. Prior to joining Aleris, Ms. Joerg held leadership positions with Alcoa where she was President of its European and Latin American Mill Products business unit, and commercial positions with Amag Austria. Ingrid Joerg received a Master’s Degree in Business Administration from the University of Linz, Austria.

Paul Warton. Mr. Warton has served as President of our Automotive Structures & Industry business unit since January 2011, and previously held the same role at Alcan Engineered Products since November 2009. Mr. Warton joined Alcan Engineered Aluminum Products in November 2009. Following manufacturing, sales

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and management positions in the automotive and construction industries, he spent 17 years managing aluminium extrusion companies across Europe and in China. He has held the positions of President Sapa Building Systems & President Sapa North Europe Extrusions during the integration process with Alcoa soft alloy extrusions. Mr. Warton served on the Building Board of the European Aluminium Association (“EAA”) and was Chairman of the EAA Extruders Division. He holds an MBA from London Business School.

Jack Clark. Mr. Clark has served as our Senior Vice President Manufacturing Excellence and Chief Technical Officer since October 2016. In this role, Mr. Clark is responsible for research and technology at Constellium and supervises all EHS, Lean Continuous Improvement activities as well as Engineering, Reliability and CAPEX planning and execution. Prior to joining Constellium, Mr. Clark was Senior Vice President and Chief Technical Officer of Novelis. Mr. Clark graduated from Purdue University in Engineering and has more than 30 years of industry experience with Alcoa and Novelis on three continents.

Philip Ryan Jurkovic. Mr. Jurkovic has served as our Senior Vice President and Chief Human Resources Officer since November 2016. Prior to joining Constellium, Mr. Jurkovic was Senior Vice President and Chief Human Resources Officer of Algeco Scotsman. He started his career as a financial analyst before taking on various HR leadership roles in Europe, Asia and the U.S. with United Technologies and Novelis. Mr. Jurkovic has a BS from Allegheny College and an MBA from Purdue University.

Nicolas Brun. Mr. Brun has served as our Senior Vice President, Public Affairs, Communications and Sustainability since January 2018. Prior to that, he served as Senior Vice President, Public Affairs and Communications from September 2017 to January 2018, and as Vice President, Communications from January 2011 to January 2017. He previously held the same role at Alcan Engineered Products since June 2008. From 2005 through June 2008, Mr. Brun served in the roles of Vice President, Communications for Thales Alenia Space and also as Head of Communications for Thales’ Space division. Prior to 2005, Mr. Brun held senior global communications positions as Vice President External Communications with Alcatel, Vice President Communications Framatome ANP/AREVA, and with the Carlson Wagonlit Travel Group. Mr. Brun serves as President of Constellium Neuf Brisach SAS since October 2014, and as head of the French Branch of Constellium N.V. since May 2018. Mr. Brun attended University of Paris-La Sorbonne and received a degree in economics. He has a master’s degree in corporate communications from Ecole Française des Attachés de Presse and a certificate in marketing management for distribution networks from the Ecole Supérieure de Commerce in Paris.

Jeremy Leach. Mr. Leach has served as our Senior Vice President and Group General Counsel and Secretary to the Board of Constellium since January 2011 and previously was Vice President and General Counsel at Alcan Engineered Products. Mr. Leach joined Pechiney in 1991 from the international law firm Richards Butler (now Reed Smith). Prior to becoming General Counsel at Alcan Engineered Products, he was the General Counsel of Alcan Packaging and held various senior legal positions in Rio Tinto, Alcan and Pechiney. He has been admitted in a number of jurisdictions, holds a law degree from Oxford University (MA Jurisprudence) and an MBA from the London Business School.

B. | Compensation

Non-Executive Director Compensation

For 2018, each of our non-executive directors was paid an annual retainer of €60,000 and received €2,000 for each meeting of the board of directors they attended in person and €1,000 for each meeting they attended by telephone.

In addition, Mr. Evans, as Chairman of the Board received an additional annual retainer of €60,000; the Chairman of the Audit Committee received an additional annual retainer of €15,000; and the Chairman of each of the Human Resources and Remuneration Committee, the EHS and the Nominating and Governance Committee received an additional annual retainer of €8,000.

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On May 25, 2018, our non-executive directors received a grant of Restricted Stock Units (an “RSU”) having a grant date fair value equal to $50,000 for the Chairman of the Board and $40,000 for each other non-executive director.

Fifty percent (50%) of the RSUs (“Tranche I”) will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

Fifty percent (50%) of the RSUs (“Tranche II”) will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

The non-executive directors of the Board have not entered into any service contracts with the Company that provide either for benefits upon termination of employment or pension-related benefits.

The following table sets forth the remuneration due in respect of our 2018 fiscal year to our non-executive directors:

Name |  | Annual Director Fees |  |  | Board/ Committee Attendance Fees |  |  | Equity Award 2018 Grant(1) |  |  | Total |
Richard B. Evans |  | € | 128,000 |  |  | € | 26,000 |  |  | € | 42,635 |  |  | € | 196,635 |
Guy Maugis |  | € | 68,000 |  |  | € | 18,000 |  |  | € | 34,108 |  |  | € | 120,108 |
Philippe Guillemot |  | € | 60,000 |  |  | € | 14,000 |  |  | € | 34,108 |  |  | € | 108,108 |
Michiel Brandjes |  | € | 60,000 |  |  | € | 17,000 |  |  | € | 34,108 |  |  | € | 111,108 |
Werner P. Paschke |  | € | 75,000 |  |  | € | 18,000 |  |  | € | 34,108 |  |  | € | 127,108 |
Peter F. Hartman |  | € | 68,000 |  |  | € | 19,000 |  |  | € | 34,108 |  |  | € | 121,108 |
John Ormerod |  | € | 60,000 |  |  | € | 26,000 |  |  | € | 34,108 |  |  | € | 120,108 |
Lori A. Walker |  | € | 60,000 |  |  | € | 22,000 |  |  | € | 34,108 |  |  | € | 116,108 |
Martha Brooks |  | € | 60,000 |  |  | € | 24,000 |  |  | € | 34,108 |  |  | € | 118,108 |
Stéphanie Frachet(2) |  | € | — |  |  | € | — |  |  | € | — |  |  | € | — |
Total |  | € | 639,000 |  |  | € | 184,000 |  |  | € | 315,499 |  |  | € | 1,138,499 |

(1) | The amount reported in this column represents the grant date fair value of RSU awards granted on May 25, 2018, computed in accordance with IFRS 2. On May 25, 2018, Mr. Evans was granted 4,149 RSUs and all other non-executive directors, except for Mrs. Frachet, were granted 3,320 RSUs each. 50% of the RSUs (“Tranche I”) will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service. 50% of the RSUs (“Tranche II”) will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service. Amounts have been converted to Euros based on an exchange rate of 0.8527 Dollars to Euros to reflect the equivalent of $ 50,000 for the Chairman and $ 40,000 for each other non-executive directors, except for Mrs. Frachet. See also Note 30 of the Consolidated Financial Statements.

(2) | Ms. Frachet did not receive any fees for her services.

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Officer Compensation

The table below sets forth the remuneration paid during our 2018 fiscal year to certain of our executive officers. They include Jean-Marc Germain, our Chief Executive Officer, Peter Matt, our Chief Financial Officer, Paul Warton, our President Automotive Structures & Industry, Ingrid Joerg, our President Aerospace & Transportation and Peter Basten, our President Packaging & Automotive Rolled Products. The remuneration information for our executive officers other than our Chief Executive Officer Jean-Marc Germain is presented on an aggregate basis in the row “Other Executive Officers” in the table below.

Name |  | Base Salary Paid |  |  | Bonus EPA Paid |  |  | Equity Awards(1) |  |  | Pension(2) |  |  | Other Compensation(3) |  |  | Total(4) |
Jean-Marc Germain |  | € | 868,772 |  |  | € | 1,335,654 |  |  | € | 4,058,577 |  |  | € | 20,978 |  |  | € | 32,916 |  |  | € | 6,316,897 |
Other Executive Officers (Peter Matt, Paul Warton, Ingrid Joerg, and Peter Basten) |  | € | 2,005,327 |  |  | € | 2,176,363 |  |  | € | 3,519,030 |  |  | € | 184,944 |  |  | € | 85,468 |  |  | € | 7,971,132 |

(1) | The amount reported as Equity Awards represents the grant date fair value of the awards granted in 2018, computed in accordance with IFRS 2. Jean-Marc Germain was granted the following in May 2018: (a) 197,531 performance-based restricted stock units (“PSUs”) (which can become a maximum of 395,062 shares); and (b) 100,765 RSUs. Our other executive officers listed were granted, in the aggregate, 171,287 PSUs (which can become a maximum of 342,574) and 87,378 RSUs. The PSUs vest on the third anniversary of the date of grant, subject to continued service and certain market-related performance conditions being satisfied, and have a vesting range of 0—200%. RSUs vest 100% on the third anniversary of the date of grant, subject to continued service. See hereafter “2018 Long-Term Incentive Plan” for description of market-related performance conditions. See also Note 30 of the Consolidated Financial Statements for more information.

(2) | Pension represents amounts contributed by the Company during the 2018 fiscal year to the U.S. and Swiss governments as part of the employer overall pension requirements apportioned to the base salary of these individuals.

(3) | Other compensation for Jean-Marc Germain includes car allowance, parking and premium for health, life and long-term disability insurance. Other compensation for Ms. Joerg as well as for Messrs. Matt, Warton and Basten includes flights (including for family members), car allowance, lunch allowance, tax and medical services, relocation and premiums for life and long-term disability insurance.

(4) | The total remuneration paid to such executive officers, including Mr. Germain and Mr. Matt, during our 2018 fiscal year amounted to €6,710,422, consisting of (i) an aggregate base salary of €2,874,099, (ii) aggregate short-term incentive compensation of €3,512,017, and (iii) aggregate other compensation in an amount equal to €118,384. The total amount contributed to the value of the pensions for such executive officers was €205,922.

Below is a brief description of the compensation and benefit plans as well as share ownership guidelines in which our executive officers participate.

Share Ownership Guidelines for Executive Officers

In 2018, we adopted Share-Ownership Guidelines (SOGs) for our executive officers to further encourage minimum levels of ownership and to further foster alignment between the Executive Committee and shareholder interests. The SOGs are as follows:

| • |  | 400% of base salary CEO

| • |  | 200% of base salary CFO and Business Unit Presidents

| • |  | 100% of base salary Other executive officers

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The SOGs give the executive officers five years from appointment to achieve guideline percentages. It is expected that, depending on Constellium share price, all of our executive officers will reach the SOGs in advance of the five-year requirement.

2018 Employee Performance Award Plan

Each of our executive officers, among other selected employees, participates in the Employee Performance Award Plan (which we refer to as the “EPA”). The EPA is an annual cash bonus plan intended to provide performance-related award opportunities to employees contributing substantially to the success of Constellium. Under the EPA, participants are provided opportunities to earn cash bonuses (expressed as a percentage of base salary, and paid in the year following the performance period) based on the level of achievement of certain Financial and EHS Objectives as approved by our human resources and remuneration committee for the applicable annual performance period, as well as Individual Objectives established by the applicable participant’s supervisor (as described below).

The three components of bonuses awarded under the EPA for 2018 had the following weights:

| • |  | Financial Objectives—70%;

| • |  | EHS Objective—10%; and

| • |  | Individual Objectives—20%.

The Financial Objectives are calculated on an annual basis and take into account two components as defined and reported by the Company’s corporate controller: Adjusted EBITDA (50%) and Trade Working Capital Days (20%). To promote synergies throughout the Company, the EPA is designed to encourage individual plants, business units and our corporate division to work closely together to achieve common strategic, operating and financial goals. Therefore, the Financial Objectives are defined, depending on the level of the employee, as a combination of the financial results of the Company, the business unit and / or operating unit/site. The threshold performance level for the Financial Objectives is set at 80% of the target level. If threshold performance is not achieved, there is no payout for the Financial Objectives. Between threshold performance and target performance, payouts increase linearly from 0% to 100%. The maximum performance level is set at 120% of the target level. Achieving 120% of the target level results in a payout of 200%, with linear interpolation (meaning each percentage point higher than 100% adds additional payout of 5%).

The EHS Objective is measured on a quarterly basis for Constellium and its subsidiaries. In case of a fatality or type I (major) environmental event, the payout for the EHS Objective is zero for (i) employees of the operating site, (ii) the associated business unit leadership as well as (iii) the members of the Executive Committee. This substantial impact on EPA payout reflects the fact that the safety for our employees is our number one priority. Payout for EHS Objectives can range from 0% to 200%.

The Individual Objectives are evaluated annually via the Performance Management Program, and achievement against these objectives is used to determine the percentage attained of the Individual Objectives target.

The payout scale defines the performance levels and resulting payouts. Achieving target performance results in a payout at 100% of the target amount. Overall payout can range from 0% to 150% of the target amount.

The EPA 2018 was applicable to approximately 1,900 employees worldwide. For its payout in 2019, the following results were earned by our employees:

| • |  | Financial Objectives: The payout ranged from 0% to 200%.

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| • |  | EHS Objective: The payout ranged from 0% to 187%.

| • |  | Individual Objectives: The payout ranged from 0% to 150%. The payout for Mr. Germain was 125%.

Constellium N.V. 2013 Equity Incentive Plan

The Company adopted the Constellium N.V. 2013 Equity Incentive Plan (the “Constellium 2013 Equity Plan”). The principal purposes of this plan are to focus directors, officers and other employees and consultants on business performance to help create shareholder value, to encourage innovative approaches to the business of the Company and to encourage ownership of our ordinary shares by directors, officers and other employees and consultants. It is also intended to recognize and retain our key employees and high potentials needed to sustain and ensure our future and business competitiveness.

The Constellium 2013 Equity Plan provides for a variety of awards, including “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, other stock-based awards or any combination of those awards. The Constellium 2013 Equity Plan provides that awards may be made under the plan for 10 years. We have reserved a total of 14,292,291 ordinary shares (of which 7,292,291 ordinary shares originally reserved, as well as 7,000,000 ordinary shares newly reserved, as approved in the annual general meeting of shareholders in 2018) for issuance under the Constellium 2013 Equity Plan, subject to adjustment in certain circumstances to prevent dilution or enlargement.

Administration

The Constellium 2013 Equity Plan is administered by our human resources and remuneration committee. The board of directors or the human resources and remuneration committee may delegate administration to one or more members of our board of directors. The human resources and remuneration committee has the power to interpret the Constellium 2013 Equity Plan and to adopt rules for the administration, interpretation and application of the Constellium 2013 Equity Plan according to its terms. The human resources and remuneration committee determines the number of our ordinary shares that will be subject to each award granted under the Constellium 2013 Equity Plan and may take into account the recommendations of our senior management in determining the award recipients and the terms and conditions of such awards. Subject to certain exceptions as may be required pursuant to Rule 16b-3 under the Exchange Act, if applicable, our board of directors may, at any time and from time, to time exercise any and all rights and duties of the human resources and remuneration committee under the Constellium 2013 Equity Plan.

Eligibility

Certain directors, officers, employees and consultants are eligible to be granted awards under the Constellium 2013 Equity Plan. Our human resources and remuneration committee determines:

| • |  | which directors, officers, employees and consultants are to be granted awards;

| • |  | the type of award that is granted;

| • |  | the number of our ordinary shares subject to the awards; and

| • |  | the terms and conditions of such awards, consistent with the Constellium 2013 Equity Plan.

Our human resources and remuneration committee has the discretion, subject to the limitations of the Constellium 2013 Equity Plan and applicable laws, to grant awards under the plan (except that only our employees may be granted ISOs).

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Stock Options

Subject to the terms and provisions of the Constellium 2013 Equity Plan, stock options to purchase our ordinary shares may be granted to eligible individuals at any time and from time to time as determined by our human resources and remuneration committee. Stock options may be granted as ISOs, which are intended to qualify for favorable treatment to the recipient under U.S. federal tax law, or as nonqualified stock options, which do not qualify for this favorable tax treatment. Subject to the limits provided in the Constellium 2013 Equity Plan, our human resources and remuneration committee has the authority to determine the number of stock options granted to each recipient. Each stock option grant is evidenced by a stock option agreement that specifies the stock option exercise price, whether the stock options are intended to be incentive stock options or nonqualified stock options, the duration of the stock options, the number of shares to which the stock options pertain, and such additional limitations, terms and conditions as our human resources and remuneration committee may determine.

Our human resources and remuneration committee determines the exercise price for each stock option granted, except that the stock option exercise price may not be less than 100% of the fair market value of an ordinary share on the date of grant. All stock options granted under the Constellium 2013 Equity Plan expire no later than 10 years from the date of grant. Stock options are nontransferable except by will or by the laws of descent and distribution or, in the case of nonqualified stock options, as otherwise expressly permitted by our human resources and remuneration committee. The granting of a stock option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of a stock option and the registration of ordinary shares in the recipient’s name.

Stock Appreciation Rights

Our human resources and remuneration committee in its discretion may grant SARs under the Constellium 2013 Equity Plan. SARs may be “tandem SARs,” which are granted in conjunction with a stock option, or “free-standing SARs,” which are not granted in conjunction with a stock option. A SAR entitles the holder to receive from us, upon exercise, an amount equal to the excess, if any, of the aggregate fair market value of a specified number of our ordinary shares to which such SAR pertains over the aggregate exercise price for the underlying shares. The exercise price of a free-standing SAR may not be less than 100% of the fair market value of an ordinary share on the date of grant.

A tandem SAR may be granted at the grant date of the related stock option. A tandem SAR may be exercised only at such time or times and to the extent that the related stock option is exercisable and has the same exercise price as the related stock option. A tandem SAR terminates or is forfeited upon the exercise or forfeiture of the related stock option, and the related stock option terminates or is forfeited upon the exercise or forfeiture of the tandem SAR.

Each SAR is evidenced by an award agreement that specifies the exercise price, the number of ordinary shares to which the SAR pertains and such additional limitations, terms and conditions as our human resources and remuneration committee may determine. We may make payment of the amount to which the participant exercising the SARs is entitled by delivering ordinary shares, cash or a combination of stock and cash as set forth in the award agreement relating to the SARs. SARs are not transferable except by will or the laws of descent and distribution or, with respect to SARs that are not granted in “tandem” with a stock option, as expressly permitted by our human resources and remuneration committee.

Restricted Stock

The Constellium 2013 Equity Plan provides for the award of ordinary shares that are subject to forfeiture and restrictions on transferability to the extent permitted by applicable law and as set forth in the Constellium 2013 Equity Plan, the applicable award agreement and as may be otherwise determined by our human resources

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and remuneration committee. Except for these restrictions and any others imposed by our human resources and remuneration committee to the extent permitted by applicable law, upon the grant of restricted stock, the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to the restricted stock on such terms as set forth in the applicable award agreement. During the restriction period set by our human resources and remuneration committee, the recipient is prohibited from selling, transferring, pledging, exchanging or otherwise encumbering the restricted stock to the extent permitted by applicable law.

Restricted Stock Units

The Constellium 2013 Equity Plan authorizes our human resources and remuneration committee to grant RSUs. RSUs are not ordinary shares and do not entitle the recipient to the rights of a shareholder, although the award agreement may provide for rights with respect to dividend equivalents. The recipient may not sell, transfer, pledge or otherwise encumber RSUs granted under the Constellium 2013 Equity Plan prior to their vesting. RSUs may be settled in cash, ordinary shares or a combination thereof as provided in the applicable award agreement, in an amount based on the fair market value of an ordinary share on the settlement date.

Performance-Based Restricted Stock Units

The Constellium 2013 Equity Plan provides for the award of PSUs that are valued by reference to a designated amount of cash or to property other than ordinary shares. The payment of the value of a PSU is conditioned upon the achievement of performance goals set by our human resources and remuneration committee in granting the PSU and may be paid in cash, ordinary shares, other property or a combination thereof. Any terms relating to the termination of a participant’s employment will be set forth in the applicable award agreement.

Other Stock-Based Awards

The Constellium 2013 Equity Plan also provides for the award of ordinary shares and other awards that are valued by reference to our ordinary shares, including unrestricted stock, dividend equivalents and convertible debentures.

Performance Goals

The Constellium 2013 Equity Plan provides that performance goals may be established by our human resources and remuneration committee in connection with the grant of any award under the Constellium 2013 Equity Plan.

Termination without Cause Following a Change in Control

Upon a termination of employment of a plan participant occurring upon or during the two years immediately following the date of a “change in control” (as defined in the Constellium 2013 Equity Plan) by the Company without “cause” (as defined in the Constellium 2013 Equity Plan), unless otherwise provided in the applicable award agreement, (i) all awards held by such participant will vest in full (in the case of any awards that are subject to performance goals, at target) and be free of restrictions, and (ii) any option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such termination of employment may thereafter be exercised until (A) in the case of ISOs, the last date on which such ISOs would otherwise be exercisable or (B) in the case of nonqualified options and SARs, the later of (x) the last date on which such nonqualified option or SAR would otherwise be exercisable and (y) the earlier of (I) the second anniversary of such change in control and (II) the expiration of the term of such nonqualified option or SAR.

Amendments

Our board of directors or our human resources and remuneration committee may amend, alter or discontinue the Constellium 2013 Equity Plan, but no amendment, alteration or discontinuation will be made that would

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materially impair the rights of a participant with respect to a previously granted award without such participant’s consent, unless such an amendment is made to comply with applicable law, including, without limitation, Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment will be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.

2018 Long-Term Incentive Plan

The 2018 Long-Term Incentive Plan (which we refer to as the “2018 LTIP”) had mainly the same plan design as the 2017 Long-Term Incentive Plan. For our executive officers, as well as for other selected employees, awards consisted of PSUs and RSUs. These awards were granted on May 25, 2018, and are subject to a three-year cliff vesting period, subject to the participant’s continued service through the applicable vesting date, and for PSUs, certain market-related performance conditions being satisfied. For other selected employees, awards consisted of RSUs only.

With regard to PSUs, for the purposes of computing the Constellium Total Shareholder Return (the “Constellium TSR”), (i) the stock price at the beginning of the performance period is deemed to be the average closing share price for the 20 trading days preceding the grant date, and (ii) the stock price at the end of the performance period is deemed to be the average closing share price for the 20 trading days preceding the third anniversary of the grant date. Constellium measures itself against a peer group consisting of the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index, which represents approximately 60 constituents. The 20-day average starting point of a Constellium share for the May 25, 2018 grant date is $11.70. The level of achievement shall be determined by comparing the Constellium TSR to the average of the TSRs of the two indices indicated above as follows:

| • |  | If the Constellium TSR is below the average of the two median TSRs, no PSUs will vest.

| • |  | If the Constellium TSR is at the average of the two median TSRs, 100% of the target PSUs will vest.

| • |  | If the Constellium TSR is at or above the average of the two 75th percentile TSRs, 200% of the target PSUs will vest.

| • |  | If the Constellium TSR is between the average of the two median TSRs and the average of the two 75th percentile TSRs, then the number of PSUs will be determined by linear interpolation on a straight line basis.

| • |  | If the Constellium TSR is negative, the number of PSUs that vest will be capped at 100% of target.

For purposes of the 2018 LTIP, a double trigger was re-established with respect to the vesting of RSUs and PSUs upon a change in control (i.e., accelerated vesting requires two triggers: (i) change in control as well as (ii) termination of employment without cause or voluntary termination for good reason). In the event of such a double trigger being applied at any time prior to vesting, unvested RSUs and PSUs will be converted into cash-denominated rights that vest on the date of employment termination. For both RSUs and PSUs, the reference date for the share price will be the date immediately preceding the change in control. For PSUs, the rights will be based on the higher of (I) the base amount (i.e., at target) or (II) the measured TSR on the reference date.

For the 2018 LTIP, 701,109 PSUs (which can become 1,402,218) and 587,687 RSUs were granted on May 25, 2018. 90 participants were granted both PSUs and RSUs and an additional 74 participants were granted RSUs only. On December 31, 2018, 692,325 PSUs (which can become 1,384,650) and 572,618 RSUs were outstanding. 87 participants held both PSUs and RSUs and an additional 72 participants held RSUs only.

For the 2017 LTIP, 892,781 PSUs (which can become 1,785,562 shares) and 703,180 RSUs were granted on July 31, 2017. 82 participants were granted both PSUs and RSUs and an additional 32 participants were granted RSUs only. On December 31, 2018, 816,137 PSUs (which can become 1,632,274 shares) and 625,906 RSUs were outstanding. 74 participants held both PSUs and RSUs and an additional 27 participants held RSUs only.

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Employment and Service Arrangements

Constellium is party to employment or services agreements with each of its officers. In general, the Company may terminate its officers’ employment or services for “cause” upon advance written notice, without compensation, for certain acts of the officer. Each officer may terminate his or her employment at any time upon advance written notice to Constellium. In the event that the officer’s employment or services is terminated by Constellium without cause or, in the case of certain executives, by him for “good reason,” the officer is entitled to certain payments as provided by applicable laws or collective bargaining agreements or as otherwise provided under the applicable employment or services agreements. Except for the foregoing, our officers are not entitled to any severance payments upon the termination of their employment or services for any reason.

Under such employment and services agreements, each of the officers has also agreed not to engage or participate in any business activities that compete with Constellium or solicit its employees or customers for (depending on the officer) up to two years after the termination of the employment or services. The officers have further agreed not to use or disseminate any confidential information concerning Constellium as a result of performing their duties or using Constellium resources during their employment or services.

Contracts with certain of our executive officers are described below.

Employment Agreement with Jean-Marc Germain

The Company entered into an employment agreement with Jean-Marc Germain, dated April 25, 2016. The employment agreement with Mr. Germain provides for an annual base salary of $980,000 per year until March 31, 2018, which amount was raised to $1,040,000 per year as of April 1, 2018, a target annual bonus of 120% of base salary (equal to $1,248,000), and a maximum annual bonus of 180% of base salary (equal to $1,872,000). In addition, as described above, Mr. Germain was granted the following equity awards in May 2018: (1) 197,531 PSUs (which can become a maximum of 395,062 shares) and (2) 100,765 RSUs. The PSUs vest on the third anniversary of the grant date, subject to continued service and certain market-related performance conditions being satisfied, and have a vesting range of 0-200%. RSUs vest 100% on the third anniversary of the date of grant, subject to continued service.

If Mr. Germain is terminated by the Company without “cause” or he resigns for “good reason” (each as defined in the employment agreement), he will be entitled to receive, subject to his execution and non-revocation of a general release of claims, cash severance in an amount equal to the product of (1) one (two, if such termination occurs within the 12-month period following a “change in control” (as defined in the employment agreement)) multiplied by (2) the sum of his base salary and target annual bonus, which severance will be payable over the 12-month (24-month, in the case of a termination within the 12-month period following a change in control) period following his termination of employment. The employment agreement also includes a perpetual confidentiality covenant, a perpetual mutual non-disparagement covenant, and 12-month post-termination non-competition and non-solicitation covenants.

Employment Agreement with Peter Matt

The Company entered into an employment agreement with Peter Matt, dated as of October 26, 2016. The employment agreement with Mr. Matt provides for an annual base salary of $600,000 per year until March 31, 2018, which amount was raised to $625,000 per year as of April 1, 2018, a target annual bonus of 90% of base salary (equal to $562,500), and a maximum annual bonus of 135% (equal to $843,750) of base salary. In addition, Mr. Matt was granted the following equity awards in May 2018: (1) 67,901 (which can become a maximum of 135,802 shares) PSUs and (2) 34,638 RSUs. The PSUs vest on the third anniversary of the grant date, subject to continued service and certain market-related performance conditions being satisfied, and have a vesting range of 0-200%. RSUs vest 100% on the third anniversary of the date of grant, subject to continued service.

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If Mr. Matt is terminated by the Company without “cause” or he resigns for “good reason” (each as defined in the employment agreement), he will be entitled to receive, subject to his execution and non-revocation of a general release of claims, (1) cash severance in an amount equal to the sum of his base salary and target annual bonus and (2) six months of continued welfare benefits at the Company’s expense. The employment agreement also includes a perpetual confidentiality covenant and 12-month post-termination non-competition and non-solicitation covenants. If Mr. Matt’s employment is terminated without “cause,” the Company will also offer Mr. Matt an additional amount equal to 50% of the sum of his base salary, target annual bonus, and vacation pay in consideration for his agreeing to not compete.

C. | Board Practices

Our board of directors (the “Board”) currently consists of 11 directors, less than a majority of whom are citizens or residents of the United States. The Board held six meetings in 2018.

We currently have a one-tier Board consisting of one Executive Director and ten Non-Executive Directors (each, a “Director”). For a listing of the current terms of service of our Directors, see “—A. Directors and Senior Management” above. Under Dutch law, the Board is responsible for our policy making and day-to-day management. The Non-Executive Directors supervise and provide guidance to the Executive director. None of our Non-Executive Directors have an employment arrangement with the Company. Each Director owes a duty to us to properly perform the duties assigned to him/her and to act in our corporate interest. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers.

Constellium is required under the Dutch Civil Code to strive for a balanced composition of the Board to the effect that at least 30% of the positions on the Board are held by women and at least 30% by men. There is no legal sanction if the composition of the Board is not balanced in accordance with the Dutch Civil Code. An appointment contrary to these rules is therefore not null and void. However, if the seats on the Board are not apportioned as required, such deviation must be explained in its annual report. With respect to this requirement we refer you to “Item 16G. Corporate Governance—Diversity policy (Best practice provision 2.1.5)”.

Our Articles of Association provide that our shareholders acting at a general meeting (a “General Meeting”) appoint directors upon a binding nomination by the Board. The General Meeting may at all times overrule the binding nature of such nomination by a resolution adopted by a majority of at least two-thirds of the votes cast, provided that such majority represents more than 50% of our issued share capital. If the binding nomination is overruled, the Non-Executive Directors may then make a new nomination. If such a nomination has not been made or has not been made in time, this shall be stated in the notice and the General Meeting shall be free to appoint a director in its discretion. Such a resolution of the General Meeting must be adopted by at least two-thirds of the votes cast, provided that such majority represents more than 50% of our issued share capital.

The Directors may be suspended or dismissed at any time by the General Meeting. A resolution to suspend or dismiss a Director must be adopted by at least two-thirds of the votes cast, provided that such majority represents more than 50% of our issued share capital. If, however, the proposal to suspend or dismiss the Directors is made by the Board, the proposal must be adopted by a simple majority of the votes cast at the General Meeting. The Executive Director can at all times be suspended by the Board.

Director Independence

As a foreign private issuer under the NYSE rules, we are not required to have independent Directors on our Board, except to the extent that our audit committee is required to consist of independent Directors. However, our Board has determined that, under current NYSE listing standards regarding independence (which we are not currently subject to), and taking into account any applicable committee standards, as of December 31, 2018, Messrs. Evans, Brandjes, Guillemot, Hartman, Maugis, Ormerod, Paschke and Mmes. Walker, Brooks and

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Frachet are deemed independent directors. Under these standards, Mr. Germain is not deemed independent as he serves as the CEO of the Company.

Committees

Audit Committee

As of December 31, 2018, our audit committee consisted of four independent directors under the NYSE requirements: Werner Paschke (Chair), Martha Brooks, John Ormerod and Lori Walker. Our Board has determined that at least one member is an “audit committee financial expert” as defined by the SEC and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act. The audit committee held eight meetings in 2018.

The principal duties and responsibilities of our audit committee are to oversee and monitor the following:

| • |  | our financial reporting process and internal control system;

| • |  | the integrity of our consolidated financial statements;

| • |  | the independence, qualifications and performance of our independent registered public accounting firm;

| • |  | the performance of our internal audit function; and

| • |  | our compliance with legal, ethical and regulatory matters.

Human Resources and Remuneration Committee

As of December 31, 2018, our human resources and remuneration committee consisted of four directors: Peter Hartman (Chair), Martha Brooks, Richard Evans and Guy Maugis. The human resources and remuneration committee held five meetings in 2018.

The principal duties of our human resources and remuneration committee are as follows:

| • |  | to review, evaluate and make recommendations to the full Board regarding our compensation policies and establish performance-based incentives that support our long-term goals, objectives and interests;

| • |  | to review and approve the compensation of our Chief Executive Officer, all employees who report directly to our Chief Executive Officer and other members of our senior management;

| • |  | to review and approve the departure conditions of employees who reported directly to our CEO and who have left Constellium;

| • |  | to review and approve compensation structure and level of any new employee who reports directly to our CEO;

| • |  | to review and make recommendations to the Board with respect to our incentive compensation plans and equity-based compensation plans;

| • |  | to set and review the compensation of and reimbursement policies for members of the Board;

| • |  | to provide oversight concerning selection of officers, management succession planning, expense accounts, indemnification and insurance matters, and separation packages; and

| • |  | to provide regular reports to the Board and take such other actions as are necessary and consistent with our Articles of Association.

Nominating/Governance Committee

As of December 31, 2018, our nominating/governance committee consisted of three directors: Richard Evans (Chair), Michiel Brandjes and John Ormerod. The nominating/governance committee held five meetings in 2018.

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The principal duties and responsibilities of the nominating/governance committee are as follows:

| • |  | to establish criteria for Board and committee membership and recommend to our Board proposed nominees for election to the Board and for membership on committees of our Board; and

| • |  | to make recommendations to our Board regarding board governance matters and practices; and

| • |  | to review conflicts of interest, related party matters and director independence.

Environment, Health and Safety Committee

As of December 31, 2018, our environment, health and safety committee consisted of three directors: Guy Maugis (Chair), Philippe Guillemot and Lori Walker. The environment, health and safety committee held two meetings in 2018.

The principal duties and responsibilities of the environment, health and safety committee are to review and monitor the following:

| • |  | the Company’s policies, practices and programs with respect to the management of EHS affairs, including sustainability;

| • |  | the adequacy of the Company’s policies, practices and programs for ensuring compliance with EHS laws and regulations; and

| • |  | any significant EHS litigation and regulatory proceedings in which the Company is or may become involved.

D. | Employees

As of December 31, 2018, we employed approximately 13,000 employees, including approximately 800 fixed-term contractors as well as approximately 800 temporary employees. 90% of our employees were engaged in production and maintenance activities and approximately 10% were employed in support functions. Approximately 37% of our permanent employees were employed in France, 28% in the United States, 20% in Germany, 6% in Switzerland, and 9% in Eastern Europe and other regions, which percentages are comparable to the distribution of employees geographically in 2017.

A vast majority of non-U.S. employees and approximately 46% of U.S. employees are covered by collective bargaining agreements. These agreements are negotiated on site, regionally or on a national level, and are of different durations.

E. | Share Ownership

Information with respect to share ownership of members of our board of directors and our senior management is included in “Item 7. Major Shareholders and Related Party Transactions.”

Equity Incentive Plans

The Company has adopted the Constellium 2013 Equity Plan and the 2018 LTIP thereunder pursuant to which certain of our directors, officers, employees, and consultants are eligible to receive equity awards. See “—Constellium N.V. 2013 Equity Incentive Plan” and “—2018 Long-Term Incentive Plan” above.

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Item 7. Major Shareholders and Related Party Transactions

A. | Major Shareholders

The following table sets forth the major shareholders of Constellium N.V. as known by us or ascertained from public filings made by our major shareholders (each person or group of affiliated persons who is known to be the beneficial owner of more than 5% of ordinary shares) and the number and percentage of ordinary shares owned by each such shareholder, in each case as of March 8, 2019.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has voting or investment power.

The beneficial ownership percentages in this table have been calculated on the basis of the total number of Class A ordinary shares.

Name of beneficial owner |  | Number of Class A ordinary shares |  |  | Beneficial ownership percentage |
Caisse des Dépôts (f/k/a Caisse des Dépôts et Consignations), Bpifrance Participations S.A., Bpifrance S.A. (f/k/a BPI-Groupe (bpifrance)), EPIC Bpifrance (f/k/a EPIC BPI-Groupe) |  |  | 16,393,903 | (1) |  |  | 12.1 | %
Directors and Senior Management |  |  |  |  |  |  |  |
Richard B. Evans |  |  | 230,468 | (2) |  |  | * |
Guy Maugis |  |  | 18,198 | (3) |  |  | * |
Philippe Guillemot |  |  | 19,356 | (4) |  |  | * |
Werner P. Paschke |  |  | 100,000 | (5) |  |  | * |
Michiel Brandjes |  |  | 32,366 | (6) |  |  | * |
Peter F. Hartman |  |  | 22,173 | (7) |  |  | * |
John Ormerod |  |  | 22,173 | (8) |  |  | * |
Lori A. Walker |  |  | 19,673 | (9) |  |  | * |
Martha Brooks |  |  | 24,041 | (10) |  |  | * |
Stéphanie Frachet |  |  | 0 | (11) |  |  | * |
Jean-Marc Germain |  |  | 160,976 | (12) |  |  |  |
Peter R. Matt |  |  | 120,000 | (13) |  |  | * |
Ingrid Joerg |  |  | 70,000 | (14) |  |  | * |
Paul Warton |  |  | 215,575 | (15) |  |  | * |
Peter Basten |  |  | 199,003 | (16) |  |  | * |

* | Represents beneficial ownership of less than 1%.

(1) | This information is based on a Schedule 13D/A filed with the SEC on November 8, 2017. Bpifrance Participations S.A. (“Bpifrance”) is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds and a wholly owned subsidiary of Bpifrance S.A. , a French financial institution (“Bpifrance S.A.”). Caisse des Dépôts (“CDC”) and EPIC Bpifrance (“EPIC”) each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC is principally engaged in the business of banking finance. Bpifrance holds directly 16,393,903 ordinary shares. As of the date hereof, neither Bpifrance S.A., CDC nor EPIC holds any ordinary shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 16,393,903 ordinary shares, indirectly through its sole ownership of Bpifrance. CDC and EPIC may be deemed to be the beneficial owners of 16,393,903 ordinary shares, indirectly through their joint ownership

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| and control of Bpifrance S.A. The principal address for CDC is 56, rue de Lille, 75007 Paris, France and for Bpifrance, Bpifrance S.A. and EPIC is 27-31 avenue du Général Leclerc 94700 Maisons-Alfort, France.

(2) | Consists of 230,468 Class A ordinary shares held indirectly by Mr. Evans through the Evans Family Inter Vivos Revocable Trust. Excludes the remaining portions of previous grants: 3,676 Class A ordinary shares underlying unvested restricted stock units (“RSUs”) that will vest on June 15, 2019, 2,075 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 2,074 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(3) | Consists of 18,198 Class A ordinary shares held directly by Mr. Maugis. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(4) | Consists of 19,356 Class A ordinary shares held directly by Mr. Guillemot. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(5) | Consists of 100,000 Class A ordinary shares held directly by Mr. Paschke. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(6) | Consists of 32,366 Class A ordinary shares held directly by Mr. Brandjes. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(7) | Consists of 22,173 Class A ordinary shares held directly by Mr. Hartman. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(8) | Consists of 22,173 Class A ordinary shares held by Mr. Ormerod. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(9) | Consists of 19,673 Class A ordinary shares held directly by Ms. Walker. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

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(10) | Consists of 24,041 Class A ordinary shares held directly by Ms. Brooks. Excludes the remaining portions of previous grants: 2,941 Class A ordinary shares underlying unvested RSUs that will vest on June 15, 2019, 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2019 or (ii) the date of the annual general meeting of shareholders of that year, and 1,660 Class A ordinary shares underlying unvested RSUs that will vest on the earlier of (i) May 25, 2020 or (ii) the date of the annual general meeting of shareholders of that year, subject to continued service.

(11) | No Class A ordinary shares are held directly by Ms. Frachet and no RSUs or PSUs were granted in 2018.

(12) | Consists of 160,976 Class A ordinary shares held directly by Mr. Germain. Excludes the remaining portions of previous grants: 100,000 Class A ordinary shares underlying unvested RSUs that will vest on August 4, 2019, subject to continued service; a target of 150,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on August 4, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 216,943 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on July 31, 2020, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; 110,667 Class A ordinary shares underlying unvested RSUs that will vest on July 31, 2020, subject to continued service; 197,531 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on May 25, 2021, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; and 100,765 Class A ordinary shares underlying unvested RSUs that will vest on May 25, 2021, subject to continued service.

(13) | Consists of 120,000 Class A ordinary shares held directly by Mr. Matt. Excludes the remaining portions of previous grants: 80,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on November 14, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 71,946 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on July 31, 2020, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; 36,701 Class A ordinary shares underlying unvested RSUs that will vest on July 31, 2020, subject to continued service; 67,901 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on May 25, 2021, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; and 34,638 Class A ordinary shares underlying unvested RSUs that will vest on May 25, 2021, subject to continued service.

(14) | Consists of 70,000 Class A ordinary shares held directly by Ms. Joerg. Excludes the remaining portions of previous grants: 60,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on March 17, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 47,214 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on July 31, 2020, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; 24,085 Class A ordinary shares underlying unvested RSUs that will vest on July 31, 2020, subject to continued service; 34,462 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on May 25, 2021, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; and 17,580 Class A ordinary shares underlying unvested RSUs that will vest on May 25, 2021, subject to continued service.

(15) | Consists of 215,575 Class A ordinary shares held directly by Mr. Warton. Excludes the remaining portions of previous grants: 50,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on March 17, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 42,170 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on July 31, 2020, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; 21,512 Class A ordinary shares underlying unvested RSUs that will vest on July 31, 2020, subject to continued service; 34,462 Class A ordinary shares

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| underlying unvested PSUs that could vest ranging from 0% to 200% of target on May 25, 2021, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; and 17,580 Class A ordinary shares underlying unvested RSUs that will vest on May 25, 2021, subject to continued service.

(16) | Consists of 199,003 Class A ordinary shares held directly by Mr. Basten. Excludes the remaining portions of previous grants: 35,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on March 17, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 35,000 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 300% of target on August 4, 2019, subject to continued service and certain market-related performance conditions being satisfied at each anniversary during the three-year vesting period; 31,485 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on July 31, 2020, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; 16,061 Class A ordinary shares underlying unvested RSUs that will vest on July 31, 2020, subject to continued service; 34,462 Class A ordinary shares underlying unvested PSUs that could vest ranging from 0% to 200% of target on May 25, 2021, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period; and 17,580 Class A ordinary shares underlying unvested RSUs that will vest on May 25, 2021, subject to continued service.

None of our principal shareholders have voting rights different from those of our other shareholders.

Over the last three years, the only significant changes of which we have been notified in the percentage ownership of our shares by our major shareholders described above were that prior to the IPO, immediately following the completion of the purchase of the EAP Business: Apollo Funds held 51% of our ordinary shares, Rio Tinto held 39% of our ordinary shares, and Bpifrance (f/k/a FSI) held 10% of our ordinary shares. As of the date of this Annual Report, Apollo Funds holds 0% of our ordinary shares, Rio Tinto holds 10 shares of our ordinary shares and Bpifrance holds 12.1% of our class A ordinary shares, respectively. See “Item 4. Information on the Company—A. History and Development of the Company.”

B. | Related Party Transactions

Amended and Restated Shareholders Agreement and Related Transactions

The Company, Apollo Omega, Rio Tinto and Bpifrance entered into an amended and restated shareholders agreement on May 29, 2013 (the “Shareholders Agreement”). The Shareholders Agreement terminated with respect to Apollo Omega and Rio Tinto in connection with certain of their respective sales of our ordinary shares described elsewhere in this Annual Report. The Shareholders Agreement provides for, among other things, piggyback registration rights and demand registration rights for Bpifrance for so long as Bpifrance owns any of our ordinary shares.

In addition, the Shareholders Agreement provides that, except as otherwise required by applicable law, Bpifrance will be entitled to designate for binding nomination one director to our board of directors so long as its percentage ownership interest is equal to or greater than 4% or it continues to hold all of the ordinary shares it subscribed for at the closing of the Acquisition (such share number adjusted for the pro rata share issuance). Our directors will be elected by our shareholders acting at a general meeting upon a binding nomination by the board of directors as described in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.” A shareholder’s percentage ownership interest is derived by dividing (i) the total number of ordinary shares owned by such shareholder and its affiliates by (ii) the total number of outstanding ordinary shares. The Company agreed to share financial and other information with Bpifrance to the extent reasonably required to comply with its tax, investor or regulatory obligations and with a view to keeping Bpifrance properly informed about the financial and business affairs of the Company. The Shareholders Agreement contains provisions to the effect that Bpifrance is obliged to treat all information provided to it as confidential, and to

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comply with all applicable rules and regulations in relation to the use and disclosure of such information. Stéphanie Frachet, who replaced Nicolas Manardo, was appointed as Non-Executive Director of the Company in May 2018, is currently Managing Director and member of the Mid & Large Cap Executive committee of Bpifrance Investissement that she joined in 2009. Ms. Frachet is also, as permanent representative of Bpifrance, a Director of Eutelsat Communications, and an observer on the Board of Paprec and Horizon Parent Holdings Sarl.

Bpifrance Investissement is an affiliate of Bpifrance, which is a wholly owned subsidiary of BPI-Groupe (bpifrance), a French financial institution jointly owned and controlled by the Caisse des Dépôts et Consignations, a French special public entity (établissement special) and EPIC BPI-Groupe, a French public institution of industrial and commercial nature. As of March 8, 2019, Bpifrance owns approximately 12.1% of the Company’s outstanding ordinary shares. In January 2015, Bpifrance Financement (“BPI Financement”), an affiliate of Bpifrance Investissement, entered into a three-year revolving credit facility with Constellium Issoire (f/k/a Constellium France) for an aggregate amount of €10 million. The facility was subject to automatic reduction of 33% of the aggregate amount per year. The facility was undrawn and in 2018 the amount available for drawing was €3.3 million, subject to a commitment fee of 1% per year. Should any amount have been drawn under this facility, it would have borne interest at a rate equal to 3 months Euribor plus 2.5%. This facility matured on January 12, 2018. On March 28, 2018, BPI Financement entered into a new three-year revolving credit facility with Constellium Issoire for an aggregate amount of €10 million for the purpose of financing various investments. As of December 31, 2018, the facility was undrawn and the amount available for drawing was €10 million, subject to a commitment fee of 1% per year. The maximum amount of authorized ceiling is to be reduced by €3,333,333.32 on March 31, 2019 and thereafter each quarter by €833,333.33. Any amount drawn under this facility will bear interest at a rate equal to 3 months Euribor (with a floor of 0%) plus 2.5%.

In January 2019, the full amount of the facility was drawn.

Transactions with Joint Venture

Constellium-UACJ ABS LLC, our joint venture with UACJ is a related party. See Note 18 and Note 29 in the Consolidated Financial Statements attached hereto starting on Page F-1 of this Annual Report for additional information about our transactions with Constellium-UACJ ABS LLC.

Management Equity Plan

Following the Acquisition, a management equity plan (the “MEP”) was established effective February 4, 2011, to facilitate investments by our officers and other members of management in Constellium. In connection with the MEP, a German limited partnership, Omega Management GmbH & Co. KG (“Management KG”), was formed.

Management KG was a vehicle that allowed current and former directors, officers and employees of Constellium who invested in the MEP (either directly or indirectly through one or more investment vehicles) (the “MEP Participants”) to hold a limited partnership interest in Management KG that corresponded to a portion of the shares in Constellium held by Management KG. Certain of our executive officers participated in the MEP. In connection with our IPO, the MEP was frozen and no other employees, officers or directors of Constellium were invited to become MEP Participants after 2013.

Following the advisory board resolution of Omega MEP GmbH (“GP GmbH”), the general partner of Management KG, dated November 6, 2015, it was resolved to wind-up the MEP. In connection with the wind-up of the MEP and with effect as of November 10, 2015, 2,410,357 Class A ordinary shares were transferred to the 34 MEP Participants in accordance with their respective share allocations under the MEP.

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Management KG no longer holds any shares in Constellium and the limited partnership interests no longer represent an indirect economical interest in Constellium; the Management KG was liquidated as of October 31, 2016.

C. | Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. | Consolidated Statements and Other Financial Information

Our Consolidated Financial Statements as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 are included in this Annual Report at “Item 18. Financial Statements.”

Legal Proceedings

Legal proceedings are disclosed in “Item 4. Information on the Company—B. Business Overview—Litigation and Legal Proceedings.”

Dividend Policy

Our board of directors periodically explores the potential adoption of a dividend program; however, no assurances can be made that any future dividends will be paid on the ordinary shares. Any declaration and payment of future dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory future prospects and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant. In general, any payment of dividends must be made in accordance with our Amended and Restated Articles of Association and the requirements of Dutch law. Under Dutch law, payment of dividends and other distributions to shareholders may be made only if our shareholders’ equity exceeds the sum of our called up and paid-in share capital plus the reserves required to be maintained by law and by our Amended and Restated Articles of Association.

Generally, we rely on dividends paid to Constellium N.V., or funds otherwise distributed or advanced to Constellium N.V. by its subsidiaries to fund the payment of dividends, if any, to our shareholders. In addition, restrictions contained in the agreements governing our outstanding indebtedness limit our ability to pay dividends on our ordinary shares and limit the ability of our subsidiaries to pay dividends to us. Future indebtedness that we may incur may contain similar restrictions.

B. | Significant Changes

Except as otherwise disclosed within this annual report, no significant change has occurred since the date of the Consolidated Financial Statements.

On February 20, 2019, we amended the Pan-U.S. ABL Facility to, among other things, (i) join Constellium Bowling Green LLC as an additional borrower and Constellium Property and Equipment Company LLC as an additional guarantor, (ii) increase the maximum commitments thereunder to $350 million, and (iii) make certain changes to the covenants, terms, and conditions thereof.

In January 2019, we acquired TAAH’s 49% stake in CUA for $100 million plus the assumption of 49% of approximately $80 million of third party debt at CUA. See “Item 4. Information on the Company—B. Business Overview—Recent Developments—Acquisition of UACJ’s Interest in Bowling Green Joint Venture” and in our audited consolidated financial statements included elsewhere in this Annual Report.

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Item 9. The Offer and Listing

A. | Offer and Listing Details

Our ordinary shares are listed on the NYSE under the symbol CSTM. We voluntarily delisted our ordinary shares from Euronext Paris on February 2, 2018.

B. | Plan of Distribution

Not applicable.

C. | Markets

We began trading on the NYSE on May 23, 2013 and on the professional segment of Euronext Paris on May 27, 2013 through a public offering in the United States. Trading on the NYSE is under the symbol “CSTM.” In February 2018, we voluntarily delisted our ordinary shares from Euronext Paris to reduce costs and complexity associated with listing in multiple jurisdictions. For more information on our shares see “Item 10. Additional Information—B. Memorandum and Articles of Association.”

D. | Selling Shareholders

Not applicable.

E. | Dilution

Not applicable.

F. | Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. | Share Capital

Not applicable.

B. | Memorandum and Articles of Association

The information called for by this Item has been reported previously in our Registration Statement on Form F-3ASR (File No. 333-221221), filed with the SEC on October 30, 2017, under the heading “Description of Capital Stock,” and is incorporated by reference into this Annual Report, as supplemented by the following:

| • |  | on November 3, 2017 the Company issued 25,000,000 Class A ordinary shares, each with a nominal value of €0.02;

| • |  | on November 3, 2017 the Company issued 3,750,000 Class A ordinary shares, each with a nominal value of €0.02;

| • |  | on November 15, 2017 the Company issued 25,000 Class A ordinary shares, each with a nominal value of €0.02;

| • |  | on March 28, 2018 the Company issued 34,580 Class A ordinary shares, each with a nominal value of €0.02;

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| • |  | on May 17, 2018 the Company issued 80,000 Class A ordinary shares, each with a nominal value of €0.02;

| • |  | on June 20, 2018 the Company issued 68,136 Class A ordinary shares, each with a nominal value of €0.02;

| • |  | on August 6, 2018 the Company issued 50,000 Class A ordinary shares, each with a nominal value of €0.02; and

| • |  | on November 15, 2018 the Company issued 1,256,055 Class A ordinary shares, each with a nominal value of €0.02.

C. | Material Contracts

The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are a party, for the two years immediately preceding the date of this Annual Report:

| • |  | Employment Agreements and Benefit Plans. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership” for a description of the material terms of our employment agreements and benefits plans.

| • |  | Amended and Restated Shareholders Agreement. See “Item 7. Major Shareholders and Related Party Transactions” for a description of material terms of this contract.

| • |  | Notes, Pan-U.S. ABL Facility, French Inventory Facility and Factoring Agreements. As disclosed below.

| • |  | Metal Supply Agreement. As disclosed below.

May 2014 Notes

On May 7, 2014, the Company completed a private offering of $400 million in aggregate principal amount of 5.750% Senior Notes due 2024 (the “2024 U.S. Dollar Notes”) and €300 million in aggregate principal amount of 4.625% Senior Notes due 2021 (the “2021 Euro Notes,” and together with the 2024 U.S. Dollar Notes, the “May 2014 Notes”) pursuant to indentures among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. A portion of the net proceeds of the May 2014 Notes were used to repay amounts outstanding under our senior secured term loan B facility, including related transaction fees, expenses, and prepayment premium thereon. We used the remaining net proceeds for general corporate purposes, including to put additional cash on our balance sheet.

Interest on the 2024 U.S. Dollar Notes and 2021 Euro Notes accrues at rates of 5.750% and 4.625% per annum, respectively, and is payable semi-annually beginning November 15, 2014. The 2024 U.S. Dollar Notes mature on May 15, 2024, and the 2021 Euro Notes mature on May 15, 2021.

Prior to May 15, 2019, we may redeem some or all of the 2024 U.S. Dollar Notes at a price equal to 100% of the principal amount of the 2024 U.S. Dollar Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after May 15, 2019, we may redeem the 2024 U.S. Dollar Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 102.875% during the 12-month period commencing on May 15, 2019, 101.917% during the 12-month period commencing on May 15, 2020, 100.958% during the 12-month period commencing on May 15, 2021, and par on or after May 15, 2022, in each case plus accrued and unpaid interest, if any, to the redemption date.

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Prior to May 15, 2017, we were permitted to redeem some or all of the 2021 Euro Notes at a price equal to 100% of the principal amount of the 2021 Euro Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after May 15, 2017, we may redeem the 2021 Euro Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 102.313% during the 12-month period commencing on May 15, 2017, 101.156% during the 12-month period commencing on May 15, 2018, and par on or after May 15, 2019, in each case plus accrued and unpaid interest, if any, to the redemption date.

In addition, at any time or from time to time prior to May 15, 2017, we were permitted to, within 90 days of a qualified equity offering, redeem May 2014 Notes of either series in an aggregate amount equal to up to 35% of the original aggregate principal amount of the May 2014 Notes of the applicable series (after giving effect to any issuance of additional May 2014 Notes of such series) at a redemption price equal to 100% of the principal amount thereof plus a premium (expressed as a percentage of the principal amount thereof) equal to 5.750% for the 2024 U.S. Dollar Notes and 4.625% for the 2021 Euro Notes, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds of such qualified equity offering, provided that at least 50% of the original aggregate principal amount of May 2014 Notes of the series being redeemed would remain outstanding immediately after giving effect to such redemption.

Within 30 days of the occurrence of specific kinds of changes of control, the Company is required to make an offer to purchase all outstanding May 2014 Notes at a price in cash equal to 101% of the principal amount of the May 2014 Notes, plus accrued and unpaid interest, if any, to the purchase date.

The May 2014 Notes are senior unsecured obligations of Constellium and are guaranteed on a senior unsecured basis by Constellium International, Constellium France Holdco, Constellium Neuf Brisach, Constellium Issoire, Constellium Finance, Engineered Products International, Constellium W, Constellium Germany Holdco GmbH & Co. KG, Constellium Switzerland AG, Constellium US Holdings I, LLC, Ravenswood, Wise Metals Intermediate Holdings LLC (which has since been merged into Wise Metals Group LLC), Wise Metals Group LLC (since renamed Constellium Holdings Muscle Shoals LLC), and Wise Alloys LLC (since renamed Constellium Muscle Shoals LLC). Each of Constellium’s existing or future restricted subsidiaries (other than receivables subsidiaries) that guarantees certain indebtedness of Constellium or certain indebtedness of any of the guarantors of the May 2014 Notes must also guarantee the May 2014 Notes.

The indentures governing the May 2014 Notes contain customary terms and conditions, including, among other things, negative covenants limiting our and our restricted subsidiaries’ ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The indentures governing the May 2014 Notes also contain customary events of default.

December 2014 Notes (Redeemed in November 2017)

On December 19, 2014, the Company completed a private offering of $400 million in aggregate principal amount of 8.00% Senior Notes due 2023 (the “2023 U.S. Dollar Notes”) and €240 million in aggregate principal amount of 7.00% Senior Notes due 2023 (the “2023 Euro Notes,” and together with the 2023 U.S. Dollar Notes, the “December 2014 Notes”) pursuant to indentures among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. A portion of the net proceeds of the December 2014 Notes were used to finance the Wise Acquisition, including related transaction fees and expenses. We used the remaining net proceeds for general corporate purposes.

In November 2017, we completed cash tender offers (the “Tender Offers”) for any and all of the 2023 Euro Notes, 2023 U.S. Dollar Notes, and Senior Secured Notes (as defined below, and together with the 2023 Euro

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Notes and the 2023 U.S. Dollar Notes, the “Tender Offer Notes”). We completed the redemption (the “Redemption”) of the Tender Offer Notes not purchased in the Tender Offers, at redemption prices equal to 100% of the principal amount of the respective series of Tender Offer Notes redeemed, plus the Applicable Premium (as defined under the relevant indenture), in each case plus accrued and unpaid interest, if any, to the redemption date, on November 29, 2017, in the case of the Senior Secured Notes and the 2023 U.S. Dollar Notes, and November 30, 2017 in the case of the 2023 Euro Notes.

Interest on the 2023 U.S. Dollar Notes and 2023 Euro Notes accrued at rates of 8.00% and 7.00% per annum, respectively, and was payable semi-annually beginning July 15, 2015. The 2023 U.S. Dollar Notes and 2023 Euro Notes had a stated maturity date of January 15, 2023.

Prior to January 15, 2018, we were permitted to redeem some or all of the 2023 U.S. Dollar Notes at a price equal to 100% of the principal amount of the 2023 U.S. Dollar Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after January 15, 2018, we were permitted to redeem the 2023 U.S. Dollar Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 106.000% during the 12-month period commencing on January 15, 2018, 104.000% during the 12-month period commencing on January 15, 2019, 102.000% during the 12-month period commencing on January 15, 2020, and par on or after January 15, 2021, in each case plus accrued and unpaid interest, if any, to the redemption date.

Prior to January 15, 2018, we were permitted to redeem some or all of the 2023 Euro Notes at a price equal to 100% of the principal amount of the 2023 Euro Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after January 15, 2018, we were permitted to redeem the 2023 Euro Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 105.250% during the 12-month period commencing on January 15, 2018, 103.500% during the 12-month period commencing on January 15, 2019, 101.750% during the 12-month period commencing on January 15, 2020, and par on or after January 15, 2021, in each case plus accrued and unpaid interest, if any, to the redemption date.

In addition, at any time or from time to time prior to January 15, 2018, we were permitted, within 90 days of a qualified equity offering, to redeem December 2014 Notes of either series in an aggregate amount equal to up to 35% of the original aggregate principal amount of the December 2014 Notes of the applicable series (after giving effect to any issuance of additional December 2014 Notes of such series) at a redemption price equal to 100% of the principal amount thereof plus a premium (expressed as a percentage of the principal amount thereof) equal to 8.00% for the 2023 U.S. Dollar Notes and 7.00% for the 2023 Euro Notes, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds of such qualified equity offering, provided that at least 50% of the original aggregate principal amount of December 2014 Notes of the series being redeemed would remain outstanding immediately after giving effect to such redemption.

Within 30 days of the occurrence of specific kinds of changes of control, the Company was required to make an offer to purchase all outstanding December 2014 Notes at a price in cash equal to 101% of the principal amount of the December 2014 Notes, plus accrued and unpaid interest, if any, to the purchase date.

The December 2014 Notes were senior unsecured obligations of Constellium and were guaranteed on a senior unsecured basis by each of its restricted subsidiaries that guaranteed the May 2014 Notes. Each of Constellium’s existing or future restricted subsidiaries (other than receivables subsidiaries) that guaranteed certain indebtedness of Constellium or certain indebtedness of any of the guarantors of the December 2014 Notes was also required to guarantee the December 2014 Notes.

The indentures governing the December 2014 Notes contained customary terms and conditions, including, among other things, negative covenants limiting our and our restricted subsidiaries’ ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell

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assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The indentures governing the December 2014 Notes also contained customary events of default.

March 2016 Senior Secured Notes (Redeemed in November 2017)

On March 30, 2016, the Company completed a private offering of $425 million in aggregate principal amount of 7.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”) pursuant to an indenture among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee and collateral agent. The Company invested €100 million of the net proceeds of the offering in Wise. We used the remaining net proceeds for general corporate purposes, including to put additional cash on our balance sheet. The Senior Secured Notes were redeemed on November 29, 2017 in connection with the Tender Offers and the Redemption.

Interest on the Senior Secured Notes accrued at a rate of 7.875% per annum and is payable semi-annually beginning October 1, 2016.

The Senior Secured Notes had a stated maturity date of April 1, 2021. In addition, each holder of Senior Secured Notes had the right to require the Company to repurchase all or any part of that holder’s Senior Secured Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase, if on the 136th day prior to May 15, 2021 (i.e., the final stated maturity of the 2021 Euro Notes) more than €30 million of the 2021 Euro Notes remained outstanding.

Prior to April 1, 2018, we were permitted to redeem some or all of the Senior Secured Notes at a price equal to 100% of the principal amount of the Senior Secured Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after April 1, 2018, we were permitted to redeem the Senior Secured Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 103.938% during the 12-month period commencing on April 1, 2018, 101.969% during the 12-month period commencing on April 1, 2019, and par on or after April 1, 2020, in each case plus accrued and unpaid interest, if any, to the redemption date.

In addition, at any time or from time to time prior to April 1, 2018, we were permitted, within 90 days of a qualified equity offering, to redeem Senior Secured Notes in an aggregate amount equal to up to 35% of the original aggregate principal amount of the Senior Secured Notes (after giving effect to any issuance of additional Senior Secured Notes) at a redemption price equal to 100% of the principal amount thereof plus a premium (expressed as a percentage of the principal amount thereof) equal to 7.875%, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds of such qualified equity offering, provided that at least 50% of the original aggregate principal amount of Senior Secured Notes would remain outstanding immediately after giving effect to such redemption.

Within 30 days of the occurrence of specific kinds of changes of control, the Company was required to make an offer to purchase all outstanding Senior Secured Notes at a price in cash equal to 101% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to the purchase date.

The Senior Secured Notes were senior secured obligations of Constellium and were guaranteed on a senior secured basis by each of its restricted subsidiaries that guaranteed the May 2014 Notes. In addition, the Company was required to cause (a) existing or future subsidiaries to guarantee the Senior Secured Notes from time to time so as to satisfy the Guarantor Coverage Test (as defined below), and (b) each existing or future subsidiary that directly or indirectly owned the capital stock of a guarantor of the Senior Secured Notes, or guaranteed certain indebtedness of Constellium or certain indebtedness of any of the guarantors of the Senior Secured Notes, to guarantee the Senior Secured Notes.

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The “Guarantor Coverage Test” required, on any one date between and including the date that the Company’s annual financial statements are delivered and the date that is forty-five (45) days following such delivery, that (a) the EBITDA of the Company and the guarantors of the Senior Secured Notes, taken together, represented not less than 80% of the EBITDA of the Company and its restricted subsidiaries, taken together, and (b) the consolidated total assets of the Company and the guarantors of the Senior Secured Notes, taken together, represented not less than 80% of the consolidated total assets of the Company and its restricted subsidiaries, taken together.

The indenture governing the Senior Secured Notes provided for the obligations of the Company and the guarantors with respect to the Senior Secured Notes and the guarantees thereof to be secured by (i) a pledge by Constellium N.V. of its shares in Constellium Holdco II B.V., (ii) a pledge by Holdco II of its shares in certain of its subsidiaries, (iii) a pledge by certain other guarantors of their shares in certain of their subsidiaries, (iv) subject to certain exceptions, a pledge of intercompany indebtedness owed to the Company and the guarantors and bank accounts owned by the Company and the guarantors, and (v) subject to certain exceptions, substantially all the assets of each guarantor organized in the U.S. The liens on the collateral securing the Senior Secured Notes and the guarantees thereof were required to be first-priority, provided that (x) the liens on the Ravenswood ABL Priority Collateral (as defined below) securing the Senior Secured Notes and the guarantees thereof were required to be junior in priority to the liens on the Ravenswood ABL Priority Collateral securing the obligations under the Ravenswood ABL Facility, and (y) the liens on certain property of Ravenswood securing the Senior Secured Notes and the guarantees thereof were required to be junior in priority to the liens on such property securing certain obligations of Ravenswood to the Pension Benefit Guaranty Corporation. The “Ravenswood ABL Priority Collateral” consisted of the following property owned by Ravenswood: (i) accounts and payment intangibles, (ii) inventory, (iii) deposit accounts and any cash, financial assets or other assets in such accounts, (iv) cash and cash equivalents, (v) all general intangibles, chattel paper, instruments, investment property and books and records pertaining to any of the foregoing, and (vi) all proceeds of the foregoing, in each case subject to certain exceptions.

The indenture governing the Senior Secured Notes contained customary terms and conditions, including, among other things, negative covenants limiting our and our restricted subsidiaries’ ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The indenture governing the Senior Secured Notes also contained customary events of default.

February 2017 Notes

On February 16, 2017, the Company completed a private offering of $650 million in aggregate principal amount of 6.625% Senior Notes due 2025 (the “February 2017 Notes”) pursuant to an indenture among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. The Company used the net proceeds from the offering, together with cash on hand, to retire all of the outstanding Wise Senior Secured Notes and used the remaining net proceeds, if any, for general corporate purposes.

Interest on the February 2017 Notes accrues at rate of 6.625% per annum and is payable semi-annually beginning September 1, 2017. The February 2017 Notes mature on March 1, 2025.

Prior to March 1, 2020, we may redeem some or all of the February 2017 Notes at a price equal to 100% of the principal amount of the February 2017 Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after March 1, 2020, we may redeem the February 2017 Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 103.313% during the 12-month period commencing on March 1, 2020, 101.656% during the 12-month period commencing on March 1, 2021, and par on or after March 1, 2022, in each case plus accrued and unpaid interest, if any, to the redemption date.

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In addition, at any time or from time to time prior to March 1, 2020, we may, within 90 days of a qualified equity offering, redeem February 2017 Notes in an aggregate amount equal to up to 35% of the original aggregate principal amount thereof (after giving effect to any issuance of additional February 2017 Notes) at a redemption price equal to 100% of the principal amount thereof plus a premium (expressed as a percentage of the principal amount thereof) equal to 6.625%, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds of such qualified equity offering, provided that at least 50% of the original aggregate principal amount of February 2017 Notes would remain outstanding immediately after giving effect to such redemption.

Within 30 days of the occurrence of specific kinds of changes of control, the Company is required to make an offer to purchase all outstanding February 2017 Notes at a price in cash equal to 101% of the principal amount of the February 2017 Notes, plus accrued and unpaid interest, if any, to the purchase date.

The February 2017 Notes are senior unsecured obligations of Constellium and are guaranteed on a senior unsecured basis by each of its restricted subsidiaries that guarantees the May 2014 Notes. Each of Constellium’s existing or future restricted subsidiaries (other than receivables subsidiaries) that guarantees certain indebtedness of Constellium (including the May 2014 Notes) or certain indebtedness of any of the guarantors of the February 2017 Notes must also guarantee the February 2017 Notes.

The indenture governing the February 2017 Notes contains customary terms and conditions, including, among other things, negative covenants limiting our and our restricted subsidiaries’ ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The indenture governing the February 2017 Notes also contains customary events of default.

November 2017 Notes

On November 9, 2017, the Company completed a private offering (the “November 2017 Notes Offering”) of $500 million in aggregate principal amount of 5.875% Senior Notes due 2026 (the “2026 U.S. Dollar Notes”) and €400 million in aggregate principal amount of 4.250% Senior Notes due 2026 (the “2026 Euro Notes,” and together with the 2026 U.S. Dollar Notes, the “November 2017 Notes”; and the November 2017 Notes, together with the May 2014 Notes and the February 2017 Notes, the “Notes”) pursuant to indentures among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. The Company used the net proceeds from the Equity Offering (as defined below) and the November 2017 Notes Offering, together with cash on hand, to fund the Tender Offers and the Redemption, with the remaining net proceeds being used for general corporate purposes.

Interest on the 2026 U.S. Dollar Notes and 2026 Euro Notes accrues at rates of 5.875% and 4.250% per annum, respectively, and is payable semi-annually beginning February 15, 2018. The February 2017 Notes mature on February 15, 2026.

Prior to November 15, 2020, we may redeem some or all of the 2026 U.S. Dollar Notes at a price equal to 100% of the principal amount of the 2026 U.S. Dollar Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. On or after November 15, 2020, we may redeem the 2026 U.S. Dollar Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 102.938% during the 12-month period commencing on November 15, 2020, 101.469% during the 12-month period commencing on November 15, 2021, and par on or after November 15, 2022, in each case plus accrued and unpaid interest, if any, to the redemption date.

Prior to November 15, 2020, we may redeem some or all of the 2026 Euro Notes at a price equal to 100% of the principal amount of the 2026 Euro Notes redeemed plus accrued and unpaid interest, if any, to the redemption

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date plus a “make-whole” premium. On or after November 15, 2020, we may redeem the 2026 Euro Notes at redemption prices (expressed as a percentage of the principal amount thereof) equal to 102.125% during the 12-month period commencing on November 15, 2020, 101.063% during the 12-month period commencing on November 15, 2021, and par on or after November 15, 2022, in each case plus accrued and unpaid interest, if any, to the redemption date.

In addition, at any time or from time to time prior to November 15, 2020, we may, within 90 days of a qualified equity offering, redeem November 2017 Notes of either series in an aggregate amount equal to up to 35% of the original aggregate principal amount of the November 2017 Notes of the applicable series (after giving effect to any issuance of additional February 2017 Notes of such series) at a redemption price equal to 100% of the principal amount thereof plus a premium (expressed as a percentage of the principal amount thereof) equal to 5.875% for the 2026 U.S. Dollar Notes and 4.250% for the 2026 Euro Notes, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds of such qualified equity offering, provided that at least 50% of the original aggregate principal amount of February 2017 Notes of the series being redeemed would remain outstanding immediately after giving effect to such redemption.

Within 30 days of the occurrence of specific kinds of changes of control, the Company is required to make an offer to purchase all outstanding February 2017 Notes at a price in cash equal to 101% of the principal amount of the February 2017 Notes, plus accrued and unpaid interest, if any, to the purchase date.

The February 2017 Notes are senior unsecured obligations of Constellium and are guaranteed on a senior unsecured basis by each of its restricted subsidiaries that guarantees the May 2014 Notes and the February 2017 Notes. Each of Constellium’s existing or future restricted subsidiaries (other than receivables subsidiaries) that guarantees certain indebtedness of Constellium (including the May 2014 Notes and the February 2017 Notes) or certain indebtedness of any of the guarantors of the November 2017 Notes must also guarantee the November 2017 Notes.

The indentures governing the November 2017 Notes contain customary terms and conditions, including, among other things, negative covenants limiting our and our restricted subsidiaries’ ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances, make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The indentures governing the November 2017 Notes also contain customary events of default.

Ravenswood ABL Facility (Terminated in June 2017)

On May 25, 2012, Ravenswood entered into a $100 million asset-based revolving credit facility (the “Ravenswood ABL Facility”), with the lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as administrative agent (the “Ravenswood ABL Administrative Agent”) and collateral agent. Ravenswood amended the Ravenswood ABL Facility on October 1, 2013 to, among other things, extend the maturity to October 2018 and reduce pricing. As amended, the Ravenswood ABL Facility had sublimits of $25 million for letters of credit and 10% of the revolving credit facility commitments for swingline loans. The Ravenswood ABL Facility provided Ravenswood a working capital facility for its operations. The Ravenswood ABL Facility was terminated on June 21, 2017 and was replaced by the Pan-U.S. ABL Facility.

Ravenswood’s ability to borrow under the Ravenswood ABL Facility was limited to a borrowing base equal to the sum of (a) 85% of eligible accounts receivable plus (b) up to the lesser of (i) 80% of the lesser of cost or market value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory minus (c) applicable reserves, and was subject to other conditions, limitations and reserve requirements.

Interest under the Ravenswood ABL Facility was calculated, at Ravenswood’s election, based on either the LIBOR or base rate (as calculated by the Ravenswood ABL Administrative Agent in accordance with the

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Ravenswood ABL Facility). LIBOR loans accrued interest at a rate of LIBOR plus a margin of 1.50-2.00% per annum (determined based on average quarterly excess availability). Base rate loans accrued interest at the base rate plus a margin of 0.50-1.00% per annum (determined based on average quarterly excess availability). Ravenswood was required to pay a commitment fee on the unused portion of the Ravenswood ABL Facility of 0.25% or 0.375% per annum (determined on a ratio of unutilized revolving credit commitments to available revolving credit commitments).

Subject to customary “breakage” costs with respect to LIBOR loans, borrowings under the Ravenswood ABL Facility could be repaid from time to time without premium or penalty.

Ravenswood’s obligations under the Ravenswood ABL Facility were guaranteed by Constellium U.S. Holdings I, LLC and Holdco II. Ravenswood’s obligations under the Ravenswood ABL Facility were not guaranteed by the Company, Wise Metals Intermediate Holdings LLC or any of its subsidiaries or any of Holdco II’s subsidiaries organized outside of the United States. Ravenswood’s obligations under the Ravenswood ABL Facility were, subject to certain permitted liens, secured on a first priority basis by the Ravenswood ABL Priority Collateral, and on a second priority basis (junior to the liens on such assets securing the Senior Secured Notes) by substantially all other assets of Ravenswood. Ravenswood’s obligations under the Ravenswood ABL Facility were not secured by any assets of Wise Metals Intermediate Holdings LLC or any of its subsidiaries or the Company or any of its subsidiaries organized outside of the United States. The guarantee by Holdco II of the Ravenswood ABL Facility was unsecured.

The Ravenswood ABL Facility contained customary terms and conditions, including, among other things, negative covenants limiting Ravenswood’s ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances (including to other Constellium group companies), make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions. The negative covenants contained in the Ravenswood ABL Facility did not apply to Wise Metals Intermediate Holdings LLC or any of its subsidiaries or the Company or any of its subsidiaries organized outside of the United States.

The Ravenswood ABL Facility also contained a minimum availability covenant that required Ravenswood to maintain excess availability under the Ravenswood ABL Facility of at least the greater of (a) $10 million and (b) 10% of the aggregate revolving loan commitments.

The Ravenswood ABL Facility also contained customary events of default.

Pan-U.S. ABL Facility

On June 21, 2017, Ravenswood and Wise Alloys, since renamed Constellium Muscle Shoals LLC, entered into a $300 million asset-based revolving credit facility (the “Pan-U.S. ABL Facility”), with the lenders from time to time party thereto and Wells Fargo Bank, National Association as administrative agent (the “Pan-U.S. ABL Administrative Agent”) and collateral agent. Concurrently with Ravenswood and Wise Alloys’ entry into the Pan-U.S. ABL Facility, the Ravenswood ABL Facility and the Wise ABL Facility were each terminated. On February 20, 2019, we amended the Pan-U.S. ABL Facility to, among other things, (i) join Constellium Bowling Green LLC as an additional borrower and Constellium Property and Equipment Company LLC as an additional guarantor, (ii) increase the maximum commitments thereunder to $350 million, and (iii) make certain changes to the covenants, terms, and conditions thereof.

The Pan-U.S. ABL Facility provides Ravenswood, Wise Alloys, and Bowling Green a working capital facility for their respective operations. The Pan-U.S. ABL Facility has sublimits of $35 million for letters of credit and $35 million for swingline loans. At the option of Ravenswood, Wise Alloys, and Bowling Green, the maximum borrowings under the Pan-U.S. ABL Facility may be increased by up to an additional $200 million subject to, among other things, payment of a fee in the amount of 0.125% of such increase and the granting of a

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lien in favor of the Pan-U.S. ABL Administrative Agent over certain accounts receivable (and termination of any factoring facilities with respect to such receivables). The lenders under the Pan-U.S. ABL Facility have provided commitments with respect to such increase (the “Pan-U.S. ABL Incremental Commitments”).

The Pan-U.S. ABL Facility matures on June 21, 2022.

Ravenswood, Wise Alloys, and Bowling Green’s ability to borrow under the Pan-U.S. ABL Facility is limited to a borrowing base equal to the sum of (a) 85% of eligible accounts plus (b) up to the lesser of (i) 80% of the lesser of cost or market value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory minus (c) applicable reserves, and is subject to other conditions, limitations and reserve requirements.

Interest under the Pan-U.S. ABL Facility is calculated, at the applicable borrower’s election, based on either the LIBOR or base rate (as calculated by the Pan-U.S. ABL Administrative Agent in accordance with the Pan-U.S. ABL Facility). LIBOR loans accrue interest at a rate of LIBOR plus a margin of 1.50-2.00% per annum (determined based on average quarterly excess availability). Base rate loans accrue interest at the base rate plus a margin of 0.50-1.00% per annum (determined based on average quarterly excess availability). Ravenswood, Wise Alloys, and Bowling Green are required to pay a commitment fee on the unused portion of the Pan-U.S. ABL Facility of 0.25% or 0.375% per annum (determined on a ratio of unutilized revolving credit commitments to available revolving credit commitments). Ravenswood, Wise Alloys, and Bowling Green are also required to pay a commitment fee on the unused Pan-U.S. ABL Incremental Commitments of 0.25% per annum.

Subject to customary “breakage” costs with respect to LIBOR loans, borrowings under the Pan-U.S. ABL Facility may be repaid from time to time without premium or penalty.

Ravenswood, Wise Alloys, and Bowling Green’s obligations under the Pan-U.S. ABL Facility are guaranteed by Constellium U.S. Holdings I, LLC, Wise Metals Group, CPEC, and Constellium International (as successor to Holdco II). Ravenswood, Wise Alloys, and Bowling Green’s obligations under the Pan-U.S. ABL Facility are, subject to certain permitted liens, secured by substantially all assets of Ravenswood, Wise Alloys, and Bowling Green. The guarantee by Constellium International of the Pan-U.S. ABL Facility is unsecured.

The Pan-U.S. ABL Facility contains customary terms and conditions, including, among other things, negative covenants limiting Ravenswood, Wise Alloys, and Bowling Green’s ability to incur debt, grant liens, enter into sale and lease-back transactions, make investments, loans and advances (including to other Constellium group companies), make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The Pan-U.S. ABL Facility also contains a financial maintenance covenant that provides that at any time during which borrowing availability thereunder is below 10% of the aggregate commitments under the Pan-U.S. ABL Facility, the Company will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 and a minimum Borrower EBITDA Contribution of 25%, in each case calculated on a trailing twelve month basis. “Borrower EBITDA Contribution” means, for any period, the ratio of (x) the combined EBITDA of Ravenswood, Wise Alloys, Bowling Green, and their respective subsidiaries for such period, to (y) the consolidated EBITDAS of the Company and its subsidiaries for such period.

The Pan-U.S. ABL Facility also contains customary events of default.

French Inventory Facility

On April 21, 2017, Constellium Issoire and Constellium Neuf Brisach (the “French Borrowers”) entered into a €100 million asset-based revolving credit facility (the “French Inventory Facility”) with the lenders from time to time party thereto and Factofrance as agent. The French Inventory Facility was amended on June 13, 2017 to, among other things, make certain changes to the procedure for calculating the Turn Ratio (as defined

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below). The French Inventory Facility provides the French Borrowers a working capital facility for their operations. The French Inventory Facility was amended on March 29, 2018 to, among other things, make certain changes to the inventory included in the borrowing base.

The French Borrowers’ ability to borrow under the French Inventory Facility is limited to a borrowing base equal to the lesser of (i) the sum of (A) 90% of the net orderly liquidation value of eligible inventory of the applicable French Borrower pledged and in possession of an escrow agent (the “Inventory Pledged With Dispossession” by such French Borrower), plus (B) 70% of the net orderly liquidation value of eligible inventory of the applicable French Borrower pledged without possession by the escrow agent (the “Inventory Pledged Without Dispossession” by such French Borrower), and (ii) the product of 90% of the net orderly liquidation value of the Inventory Pledged With Dispossession by the applicable French Borrower, multiplied by four.

Notwithstanding the foregoing, if on any quarterly test date the ratio of a French Borrower’s aggregate sales for the previous 365 days to the average book value of the eligible inventory pledged by such French Borrower under the French Inventory Facility (the “Turn Ratio” for such French Borrower) is less than 3, in the case of Constellium Issoire, or 6, in the case of Constellium Neuf Brisach, the borrowing base for such French Borrower will equal 70% of the net orderly liquidation value of the Inventory Pledged With Dispossession by such French Borrower until the next quarterly test date on which such French Borrower’s Turn Ratio is greater than or equal to 3, in the case of Constellium Issoire, or 6, in the case of Constellium Neuf Brisach (such period, a “Borrowing Base Event”).

Loans not in excess of 90% of the net orderly liquidation value of the Inventory Pledged with Dispossession of the applicable French Borrower at the time of borrowing bear interest at a rate of EURIBOR plus 2% per annum (“Tranche A Loans”), and loans in excess of that amount at the time of borrowing bear (“Tranche B Loans”) interest at a rate of EURIBOR plus 2.75% per annum. The French Borrowers are also required to pay a commitment fee on the unused portion of the French Inventory Facility of 0.80% per annum. Borrowings of Tranche B Loans by a French Borrower are subject to a minimum EBITDA for such French Borrower, calculated on a trailing twelve months of €40 million in the case of Constellium Issoire, and €65 million in the case of Constellium Neuf Brisach.

Subject to customary “breakage” costs, borrowings under the French Inventory Facility are permitted to be repaid from time to time without premium or penalty.

The French Borrowers’ obligations under the French Inventory Facility are guaranteed by Constellium International (as successor to Holdco II) and are secured by possessory and non-possessory pledges of the eligible inventory of the French Borrowers.

European Factoring Agreements

On January 4, 2011, certain of our French subsidiaries (the “French Sellers”) entered into a factoring agreement with GE Factofrance S.A.S., as factor (the “French Factor”), which has been amended from time to time, and has been fully restated on December 3, 2015 (the “French Factoring Agreement”). On December 16, 2010, certain of our German and Swiss subsidiaries (the “German/Swiss Sellers”) entered into factoring agreements with GE Capital Bank AG, as factor (the “German/Swiss Factor”), which have been amended from time to time or replaced with a factoring agreement entered into on March 26, 2014 (the “Original German/Swiss Factoring Agreements”). On June 26, 2015, our Czech subsidiary (the “Czech Seller,” and together with the German/Swiss Sellers and the French Sellers, the “European Factoring Sellers”) entered into a factoring agreement with GE Capital Bank AG, as factor (the “Czech Factor,” and together with the German/Swiss Factor and the French Factor, the “European Factors”), as amended from time to time (the “Czech Factoring Agreement,” and together with the German/Swiss Factoring Agreements and the French Factoring Agreement, the “European Factoring Agreements”). On May 27, 2016, one of our German subsidiaries, Constellium Rolled Products Singen GmbH & Co. KG (another “German/Swiss Seller”), entered into a factoring agreement with the

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German/Swiss Factor (the “Additional German/Swiss Factoring Agreement” and, together with the Original German/Swiss Factoring Agreements, the “German/Swiss Factoring Agreements”) while certain of the Original German/Swiss Factoring Agreements were amended.

On July 20, 2016, the Banque Fédérative du Crédit Mutuel purchased the Equipment Finance and Receivable Finance businesses of GE. Pursuant to this transaction, GE Factofrance S.A.S. was renamed Factofrance and GE Capital Bank AG was renamed Targo Commercial Financing AG. The transaction had no other impact on the European Factoring Agreements.

The European Factoring Agreements provide for the sale by the European Factoring Sellers to the European Factors of receivables originated by the European Factoring Sellers, subject to a maximum financing amount of €235 million available to the French Sellers under the French Factoring Agreement and €150 million available to the German/Swiss Sellers and the Czech Seller under the German/Swiss Factoring Agreements and the Czech Factoring Agreement, respectively. The funding made available to the European Factoring Sellers by the European Factors is used by the Sellers for general corporate purposes.

The German/Swiss Factoring Agreements were amended on December 21, 2016 to, among other things, increase the maximum financing amount from €115 million to €150 million, extend the termination date from June 15, 2017 to October 29, 2021, and reduce the fees payable by the German/Swiss Sellers. The French Factoring Agreement was amended and restated on April 19, 2017 to, among other things, extend the commitment period thereunder from December 2018 to October 2021.

Generally speaking, receivables sold to the European Factors under the European Factoring Agreements are with no recourse to the European Factoring Sellers in the event of a payment default by the relevant customer. The European Factors are entitled to claim the repayment of any amount financed by them in respect of a receivable by withdrawing the financing provided against such assigned receivable or requiring the European Factoring Sellers to repurchase/unwind the purchase of such receivable under certain circumstances, including when (i) the nonpayment of that receivable arises from a dispute between a European Factoring Seller and the relevant customer or (ii) the receivable proves not to have satisfied the eligibility criteria set forth in the European Factoring Agreements.

The German/Swiss Factoring Agreements and the Czech Factoring Agreement are without recourse to the German/Swiss Sellers and the Czech Seller, respectively, for any credit risk resulting from the inability of a debtor to meet its payment obligations under the receivables sold to the German/Swiss Factor, and the Czech Factor, respectively. Constellium International (as successor to Holdco II) has provided a performance guaranty for the Sellers’ obligations under the European Factoring Agreements.

Subject to some exceptions, the European Factoring Sellers will collect the transferred receivables on behalf of the European Factors pursuant to a receivables collection mandate under the European Factoring Agreements. The receivables collection mandate may be terminated upon the occurrence of certain events. In the event that the receivables collection mandate is terminated, the European Factors will be entitled to notify the account debtors of the assignment of receivables and collect directly from the account debtors the assigned receivables.

The European Factoring Agreements contain customary fees, including (i) a financing fee on the outstanding amount financed in respect of the assigned receivables, (ii) a non-utilization fee on the portion of the facilities not utilized by the European Factors and (iii) a factoring fee on all assigned receivables in the case of the German/Swiss Factoring Agreements and sold receivables, which were approved by the French Factor in the case of the French Factoring Agreement. In addition, the European Factoring Sellers incur the cost of maintaining the necessary credit insurance (as stipulated in the European Factoring Agreements) on assigned receivables.

The European Factoring Agreements contain certain affirmative and negative covenants, including relating to the administration and collection of the assigned receivables, the terms of the invoices and the exchange of

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information, but do not contain restrictive financial covenants. As of and for the fiscal year ended December 31, 2018, the European Factoring Sellers were in compliance with all applicable covenants under the European Factoring Agreements.

Wise Senior Secured Notes (Redeemed in March 2017)

On December 11, 2013, Wise Metals Group LLC, since renamed Constellium Holdings Muscle Shoals LLC, and Wise Alloys Finance Corporation (which entity has since been dissolved) issued $650 million in aggregate principal amount of 8.75% Senior Secured Notes due 2018 (the “Wise Senior Secured Notes”). Wise used a portion of the proceeds from the offering of the Wise Senior Secured Notes to repay all outstanding indebtedness under a $400 million term loan and a $70 million delayed draw term loan owed to the Employees’ Retirement System of Alabama and the Teachers’ Retirement System of Alabama (collectively, the “RSA”) and to redeem all of the outstanding cumulative-convertible 10% paid-in-kind preferred membership interests in Wise Metals Group LLC held by the RSA. On March 3, 2017, the Wise Senior Secured Notes were redeemed in full in connection with the issuance of the February 2017 Notes.

Interest on the Wise Senior Secured Notes accrued at a rate of 8.75% per annum and was payable semi-annually in arrears on June 15 and December 15 of each year. The Wise Senior Secured Notes had a stated maturity date of December 15, 2018.

The Wise Senior Secured Notes were guaranteed by certain of Wise Metals Group LLC’s 100% owned domestic restricted subsidiaries. The Wise Senior Secured Notes were not guaranteed by the Company or any of its other subsidiaries. The Wise Senior Secured Notes and related guarantees were secured on a first-priority basis, subject to certain exceptions and permitted liens, by a lien on substantially all of the issuers’ and guarantors’ existing and after-acquired material domestic real estate, equipment, stock of subsidiaries, intellectual property and substantially all of the issuers’ and guarantors’ other assets that did not secure the Wise ABL Facility on a first-priority basis, other than the Specified Mill Assets Collateral (as defined below), which had been pledged to secure the Wise Senior Secured Notes and the related guarantees, as well as certain obligations to Rexam under the Rexam Advance Agreement, on a first-priority, equal and ratable basis. The Wise Senior Secured Notes and related guarantees were secured on a second-priority basis by a lien on all of the issuers’ and guarantors’ domestic assets that consisted of Wise ABL Priority Collateral (as defined below).

Prior to June 15, 2016, the Wise Senior Secured Notes could be redeemed in whole or in part at a redemption price equal to 100% of the principal amount of the Wise Senior Secured Notes redeemed plus an applicable make-whole premium and accrued and unpaid interest to, but not including, the redemption date. Prior to June 15, 2016, up to 35% of the aggregate principal amount of Wise Senior Secured Notes outstanding could be redeemed with the net proceeds of specified equity offerings at 108.750% of the principal amount of the Wise Senior Secured Notes to be redeemed plus accrued and unpaid interest, if any, to the date of redemption.

On or after June 15, 2016, the Wise Senior Secured Notes could be redeemed in whole or in part at redemption prices (expressed as percentages of principal amount) of 104.375% for the 12-month period beginning on June 15, 2016, 102.188% for the 12-month period beginning on June 15, 2017, and par on or after June 15, 2018, in each case plus accrued and unpaid interest to the date of redemption.

In addition, upon certain events constituting a “Change of Control” (as defined in the indenture governing the Wise Senior Secured Notes), the issuers of the Wise Senior Secured Notes were required to make an offer (a “Senior Secured Notes Offer to Purchase”) to repurchase all outstanding Wise Senior Secured Notes at a purchase price equal to 101% of the aggregate principal amount of Wise Senior Secured Notes so repurchased, plus accrued and unpaid interest to the date of repurchase.

The Wise Senior Secured Notes contained customary covenants including, among other things, limitations and restrictions on Wise’s ability to: incur additional indebtedness; make dividend payments or other restricted

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payments; create liens; sell assets; sell securities of subsidiaries; agree to payment restrictions affecting Wise’s restricted subsidiaries; designate subsidiaries as unrestricted subsidiaries; enter into certain types of transactions with affiliates; and enter into mergers, consolidations or certain asset sales.

On October 10, 2014, Constellium, on behalf of the issuers of the Wise Senior Secured Notes, solicited consents from the holders of the Wise Senior Secured Notes to certain amendments (the “Proposed Amendments”) to the indenture governing the Wise Senior Secured Notes. The Proposed Amendments provided that the Wise Acquisition would not constitute a “Change of Control.” On October 17, 2014, Constellium obtained the requisite consents to the Proposed Amendments and the issuers and guarantors of the Wise Senior Secured Notes and Wells Fargo Bank, National Association, as trustee and collateral agent, entered into a supplemental indenture to the indenture governing the Wise Senior Secured Notes. Pursuant to the terms of the supplemental indenture, the Proposed Amendments became operative immediately prior to the effective time of the Wise Acquisition. Accordingly, the issuers of the Wise Senior Secured Notes were not required to make a Senior Secured Notes Offer to Purchase in connection with the Wise Acquisition.

Wise ABL Facility (Terminated in June 2017)

On December 11, 2013, Wise Alloys, since renamed Constellium Muscle Shoals LLC, as borrower, and Wise Metals Group LLC, since renamed Constellium Holdings Muscle Shoals LLC, Listerhill Total Maintenance Center, LLC (“TMC”), Wise Alloys Finance Corporation, and Alabama Electric Motor Services, LLC (“AEM”), as guarantors, entered into an asset-based revolving credit facility (as amended, the “Wise ABL Facility”) with the lenders from time to time party thereto and General Electric Capital Corporation as administrative agent (the “Wise ABL Facility Agent”). The Wise ABL Facility was subsequently amended in connection with the Wise Acquisition, in connection with the Wise RPA, and in connection with the issuance of the February 2017 Notes. On June 21, 2017, the Wise ABL Facility was terminated and was replaced by the Pan-U.S. ABL Facility.

The Wise ABL Facility provided for total commitments of $170 million. Wise Alloys had the option to increase the commitments under the Wise ABL Facility from time to time by up to $100 million in the aggregate for all such increases. Any increase of the commitments under the Wise ABL Facility was subject to the commitment of one or more lenders to such increased amount and the satisfaction of certain customary conditions, including the absence of any default under the Wise ABL Facility and, to the extent otherwise required under the Wise ABL Facility at the time of the proposed increase, compliance with the financial covenant (as described below) on an as adjusted basis.

Wise Alloys’ ability to borrow under the Wise ABL Facility was limited to a borrowing base equal to the sum of (a) 85% of net book value of Wise Alloys’, AEM’s, and TMC’s eligible accounts receivable (other than any accounts receivable from certain foreign account debtors (“Eligible Foreign Account Debtors”)) and other ineligible account debtors (or 90% of the net book value of Wise Alloys’, AEM’s, and TMC’s eligible accounts receivable from Coca-Cola), plus (b) the lesser of (i) 85% of the net book value of Wise Alloys’, AEM’s, and TMC’s eligible accounts receivable from Eligible Foreign Account Debtors and (ii) $12.5 million, plus (c) the lesser of (i) 75% of the value of Wise Alloys’ eligible raw materials, work-in-progress and finished goods inventory and (ii) 85% of the net orderly liquidation value of Wise Alloys’ eligible raw materials, work-in-progress and finished goods inventory, plus (d) the lesser of (i) 5% of the value of Wise Alloys’ eligible raw materials, work-in-progress and finished goods inventory and (ii) 5% of the net orderly liquidation value of Wise Alloys’ eligible raw materials, work-in-process and finished goods inventory; provided that, in the case of each of clauses (i) and (ii), such amount could not exceed $10 million, minus (e) the excess, if any, of the aggregate amount of TMC’s and AEM’s eligible accounts receivable included in the borrowing base pursuant to the foregoing clause (a) over $1.5 million (which could, at the Wise ABL Facility Agent’s sole discretion after completion of a collateral audit, be increased to an amount not to exceed $5 million) minus (f) the aggregate amount of reserves, if any, established by the Wise ABL Facility Agent. Wise Alloys’ ability to borrow under the Wise ABL Facility was also subject to other conditions and limitations.

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Interest rates under the Wise ABL Facility were based, at Wise Alloys’ election, on either the LIBOR rate or a base rate, plus a spread that ranged from 1.75% to 2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans. The spread was determined on the basis of a pricing grid that resulted in a higher spread as Wise Alloys’ average quarterly borrowing availability under the Wise ABL Facility declined, and, in each case, was based upon the borrowing base calculation delivered to the Wise ABL Facility Agent for the last calendar month (or, in certain instances, week) of the immediately preceding fiscal quarter.

Letters of credit under the Wise ABL Facility were subject to a fee payable to the lenders equal to the current margin applicable to LIBOR loans multiplied by the daily balance of the undrawn amount of all outstanding letters of credit, payable in cash monthly in arrears.

Unused commitments under the Wise ABL Facility were subject to an unused commitment fee equal to the aggregate amount of such unused commitments multiplied by a rate equal to 0.375% per annum, payable in cash monthly in arrears, of the average available but unused borrowing capacity under the Wise ABL Facility.

Subject to customary “breakage” costs with respect to LIBOR loans, borrowings under the Wise ABL Facility could be repaid from time to time without premium or penalty.

The obligations of Wise Alloys under the Wise ABL Facility were guaranteed by Holdco II and Wise Metals Group LLC. The obligations under the Wise ABL Facility were secured by (i) a first priority (subject to certain specified permitted liens) perfected security interest in all of Wise Alloys and the guarantors’ (other than Holdco II) assets and properties consisting of Wise ABL Priority Collateral, (ii) a second priority (subordinate only to the security interest and liens under the Wise Senior Secured Notes and subject to certain specified permitted liens) perfected security interest in all of Wise Alloys and the guarantors’ (other than Holdco II) assets and properties, other than Wise ABL Priority Collateral and the Specified Mill Assets Collateral, and (iii) a second priority (subordinate only to the security interest under the Wise Senior Secured Notes and the Rexam Advance Agreement and subject to certain specified permitted liens) perfected security interest in all of Wise Alloys and the guarantors’ (other than Holdco II) assets and properties consisting of Specified Mill Assets Collateral. The guarantee of the Wise ABL Facility by Holdco II was unsecured.

“Wise ABL Priority Collateral” consisted of (i) accounts and payment intangibles, (ii) inventory, (iii) deposit accounts and securities accounts, including all monies, uncertificated securities and other funds held in or on deposit therein (including all cash, marketable securities and other funds held in or on deposit in either of the foregoing), (iv) all investment property, equipment, general intangibles, books and records pertaining to the Wise ABL Priority Collateral, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations related to the foregoing, business interruption insurance, commercial tort claims, and (v) all proceeds of the foregoing, in each case subject to certain exceptions.

“Specified Mill Assets Collateral” consisted of the equipment and fixtures of Wise Alloys and the guarantors constituting the three-stand mill located in Muscle Shoals, Alabama which are being financed pursuant to the Rexam Advance Agreement and related assets.

The Wise ABL Facility contained customary terms and conditions, including, among other things, negative covenants limiting Wise Alloys, the guarantors, and their respective restricted subsidiaries’ ability to incur debt, grant liens, make investments, loans and advances, make acquisitions, sell assets, pay dividends and other restricted payments, prepay certain debt, merge, consolidate or amalgamate and engage in affiliate transactions.

The Wise ABL Facility provided that if borrowing availability thereunder dropped below a threshold amount equal to the greater of (a) 10% of the aggregate commitments under the Wise ABL Facility and (b) $20 million, Wise Alloys was required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0, calculated on a trailing 12-month basis until such time as borrowing availability was at least equal to the greater of $20 million and 10% of the aggregate commitments under the Wise ABL Facility for 30 consecutive days.

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The Wise ABL Facility also contained customary events of default, including an event of default triggered by certain changes of control. The Wise Acquisition constituted such a change of control.

In connection with the Wise Acquisition, we amended the Wise ABL Facility to, among other things, (i) provide that the consummation of the Wise Acquisition did not constitute an event of default, (ii) remove from the collateral securing the Wise ABL Facility the receivables of a single obligor that were to be sold under the Wise RPA (as defined below), (iii) permit transactions between Wise and its subsidiaries on the one hand and Constellium and its subsidiaries on the other, subject to certain conditions, (iv) on the effective date of the Wise RPA, reduce the size of the facility to $200 million, and (v) provide for Holdco II to guarantee the obligations thereunder.

On November 4, 2015, in connection with the Wise RPA Amendment (as defined below), we amended the Wise ABL Facility to increase the amount of certain receivables permitted to be sold pursuant to receivables factoring arrangements from $300 million to $400 million.

On March 1, 2016, General Electric Capital Corporation resigned as the Wise ABL Facility Agent and was replaced by Wells Fargo Bank, National Association.

On February 7, 2017, in connection with the issuance of the February 2017 Notes, we amended the Wise ABL Facility to (i) amend the negative covenants to permit Wise Metals Group LLC and its subsidiaries to guarantee debt of Constellium and its subsidiaries and to grant liens on their assets to secure any such guarantees, (ii) release TMC, AEM, and Wise Alloys Finance Corporation as guarantors of the Wise ABL Facility, (iii) extend the maturity date of the Wise ABL Facility to September 14, 2020, and (iv) make certain other changes to the negative covenants under the Wise ABL Facility. The amendment also reduced the maximum aggregate revolving commitments under the Wise ABL Facility to $170 million.

Wise Factoring Facility

On March 16, 2016, Wise Alloys, since renamed Constellium Muscle Shoals LLC, entered into a Receivables Purchase Agreement (the “Wise Factoring Facility”) with New Wise RPA Seller, since renamed Constellium Muscle Shoals Funding II LLC, Hitachi Capital America Corp. (“Hitachi”), and Greensill Capital Inc., as purchaser agent, providing for the sale of certain receivables of Wise Alloys to Hitachi. The Wise Factoring Facility was amended on November 22, 2016 to join Intesa Sanpaolo S.p.A., New York Branch (together with Hitachi, the “Wise Factoring Purchasers”) as a purchaser. As of December 31, 2017, the Wise Factoring Facility provides for the sale of receivables to the Wise Factoring Purchasers in an amount not to exceed $325 million in the aggregate outstanding at any time. Receivables under the Wise Factoring Facility are sold at a discount based on a rate equal to a LIBOR rate plus 2.00-2.50% (based on the credit rating of the account debtor) per annum. The New Wise RPA Seller is required to pay a commitment fee in the amount of $20,000 per annum plus 1% per annum of the total commitments under the Wise Factoring Facility.

Subject to certain customary exceptions, each purchase under the Wise Factoring Facility is made without recourse to the New Wise RPA Seller. The New Wise RPA Seller has no liability to the Wise Factoring Purchasers, and the Wise Factoring Purchasers are solely responsible for the account debtor’s failure to pay any purchased receivable when it is due and payable under the terms applicable thereto. Constellium International (as successor to Holdco II) has provided a guaranty for the New Wise RPA Seller’s and Wise Alloys’ performance obligations under the Wise Factoring Facility.

The Wise Factoring Facility contains customary covenants. The Wise Factoring Purchasers’ obligation to purchase receivables under the Wise Factoring Facility is subject to certain conditions, including without limitation that certain changes of control shall not have occurred, that there shall not have occurred a material adverse change in the business condition, operations or performance of the New Wise RPA Seller, Wise Alloys, or Constellium International, and that Constellium’s corporate credit rating shall not have been withdrawn by either Standard & Poor’s or Moody’s or downgraded below B- by Standard & Poor’s and B3 by Moody’s.

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On January 25, 2017, the Wise Factoring Facility was amended to extend the date on which the Wise Factoring Purchasers’ obligation to purchase receivables under the Wise Factoring Facility will terminate to January 24, 2018.

On May 12, 2017, the Wise Factoring Facility was amended to permit the sale of certain receivables with due dates up to 115 days after the invoice date (increased from 90 days).

On January 2, 2018, the Wise Factoring Facility was amended to, among other things, increase the commitments thereunder to $375 million in the aggregate outstanding at any time, reduce the discount at which receivables are sold to a rate equal to a LIBOR rate plus 1.75-2.25% (based on the credit rating of the account debtor) per annum, and extend the date on which the Wise Factoring Purchasers’ obligation to purchase receivables under the Wise Factoring Facility will terminate to January 24, 2020.

On October 22, 2018, the Wise Factoring Facility was amended to make certain changes to the eligibility requirements for receivables sold pursuant to the Wise Factoring Facility.

Metal Supply Agreement

In connection with the Acquisition, Constellium Switzerland, a wholly owned indirect subsidiary of Constellium N.V., entered into certain agreements dated as of January 4, 2011 with Rio Tinto Alcan Inc. (“Rio Tinto Alcan”), Aluminium Pechiney and Alcan Holdings Switzerland AG (“AHS”), each of which is an affiliate of Rio Tinto, which provided for, among other things, the supply of metal by Rio Tinto affiliates to Constellium Switzerland, the provision of certain technical assistance and other services relating to aluminium-lithium, a covenant by Rio Tinto Alcan to refrain from producing, supplying or selling aluminium-lithium alloys to third parties and certain cost reimbursement obligations of AHS. Constellium provided a guarantee to Rio Tinto Alcan and Aluminium Pechiney in respect of Constellium Switzerland’s obligations under the supply agreements. Constellium Switzerland and Rio Tinto Alcan had a multi-year supply agreement for the supply of sheet ingot. The agreement provided for certain representations and warranties, audit and inspection rights, on-time shipment requirements and other customary terms and conditions. Each party was required to pay certain penalty or reimbursement amounts in the event it fails or is unable to purchase or supply, as applicable, specified minimum annual quantities of metal. This agreement was terminated effective as of December 31, 2017 on December 14, 2018.

D. | Exchange Controls

There are no limits under the laws of the Netherlands or in our Amended and Restated Articles of Association on non-residents of the Netherlands holding or voting our ordinary shares. Currently, there are no exchange controls under the laws of the Netherlands on the conduct of our operations or affecting the remittance of dividends.

French exchange control regulations currently do not limit the amount of payments that we may remit to non-residents of France, subject to any restrictions that may be applicable by reason of embargos or similar measures in force with respect to certain countries and/or persons. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary.

E. | Taxation

Material U.S. Federal Income Tax Consequences

The following discussion describes the material U.S. federal income tax consequences relating to acquiring, owning and disposing of our ordinary shares by a U.S. Holder (as defined below) that holds the ordinary shares as “capital assets” (generally, property held for investment) under the Code. This discussion is based upon

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existing U.S. federal income tax law, including the Code, U.S. Treasury regulations thereunder, rulings and court decisions, all of which are subject to differing interpretations or change, possibly with retroactive effect. No ruling from the Internal Revenue Service (the “IRS”) has been sought with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, any entity or arrangement treated as a partnership or pass-through entity for U.S. federal income tax purposes and any investor therein, tax-exempt organizations (including private foundations), individual retirement and other tax-deferred accounts, U.S. expatriates, investors who are not U.S. Holders, U.S. Holders who at any time own or owned (directly, indirectly or constructively) 10% or more of our stock (by vote or value), U.S. Holders that acquire their ordinary shares pursuant to any employee share option or otherwise as compensation, U.S. Holders that hold their ordinary shares as part of a straddle, hedge, conversion, wash sale, constructive sale or other integrated transaction for U.S. federal income tax purposes, U.S. Holders that have a functional currency other than the U.S. dollar or persons required to accelerate the recognition of any item of gross income with respect to our ordinary shares as a result of such income being recognized on an applicable financial statement, all of whom may be subject to tax rules that differ significantly from those summarized below). In addition, this discussion does not discuss any U.S. federal estate, gift or alternative minimum tax consequences, any tax consequences of the Medicare tax on certain investment income pursuant to the Health Care and Education Reconciliation Act of 2010, any considerations with respect to FATCA (which for this purpose means Sections 1471 through 1474 of the Code, the Treasury regulations and administrative guidance promulgated thereunder, any intergovernmental agreement entered in connection therewith, and any non-U.S. laws, rules or directives implementing or relating to any of the foregoing), or any state, local or non-U.S. tax consequences. Each U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of an investment in our ordinary shares.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.

If an entity or arrangement treated as a partnership or pass-through entity for U.S. federal income tax purposes is a beneficial owner of our ordinary shares, the tax treatment of an investor therein will generally depend upon the status of such investor, the activities of the entity or arrangement, and certain determinations made at the investor level or the level of the entity or arrangement. Such entities or arrangements, and investors therein, are urged to consult their own tax advisors regarding their investment in our ordinary shares.

The Tax Cuts and Jobs Act, enacted in December 2017, made significant changes to the Code, many of which are highly complex and may require interpretations and implementing regulations. The expected impact of certain aspects of the legislation is unclear and subject to change. You should consult your tax advisors regarding the application of The Tax Cuts and Jobs Act to your particular circumstances.

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Passive Foreign Investment Company Consequences

We believe that we will not be a “passive foreign investment company” for U.S. federal income tax purposes (“PFIC”) for the current taxable year and that we have not been a PFIC for prior taxable years and we expect that we will not become a PFIC in the foreseeable future, although there can be no assurance in this regard. A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income,” or (ii) at least 50% of its assets produce or are held for the production of “passive income.” For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. The determination of whether we are a PFIC is fact-intensive and includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all of our assets on a quarterly basis and the character of each item of income we earn. This determination is made annually and cannot be completed until the close of a taxable year. It depends upon the portion of our assets (including goodwill) and income characterized as passive under the PFIC rules, as described above. Accordingly, it is possible that we may become a PFIC due to changes in our income or asset composition or a decline in the market value of our equity. Because PFIC status is a fact-intensive determination, no assurance can be given that we are not, have not been, or will not become, classified as a PFIC.

If we are a PFIC for any taxable year, U.S. Holders generally will be subject to special tax rules that could result in materially adverse U.S. federal income tax consequences. In such event, a U.S. Holder may be subject to U.S. federal income tax at the highest applicable ordinary income tax rates on (i) any “excess distribution” that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), or (ii) any gain realized on the disposition of our ordinary shares. In addition, a U.S. Holder may be subject to an interest charge on such tax. Furthermore, the favorable dividend tax rates that may apply to certain U.S. Holders on our dividends will not apply if we are a PFIC during the taxable year in which such dividend was paid, or the preceding taxable year.

As an alternative to the foregoing rules, if we are a PFIC for any taxable year, a U.S. Holder may make a mark-to-market election with respect to our ordinary shares, provided that the ordinary shares are regularly traded. Although no assurances may be given, we expect that our ordinary shares should qualify as being regularly traded. If a U.S. Holder makes a valid mark-to-market election, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of our ordinary shares held at the end of the taxable year over the adjusted tax basis of such ordinary shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ordinary shares over the fair market value of such ordinary shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s tax basis in the ordinary shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. Gain on the sale or other disposition of our ordinary shares would be treated as ordinary income, and loss on the sale or other disposition of our ordinary shares would be treated as an ordinary loss, but only to the extent of the amount previously included in income as a result of the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investment held by us that is treated as an equity interest in a PFIC for U.S. federal income tax purposes.

A “qualified electing fund” election (“QEF election”), in certain limited circumstances, could serve as a further alternative to the foregoing rules with respect to an investment in a PFIC. However, in order for a U.S. Holder to be able to make a QEF election, we would need to provide such U.S. Holder with certain information. Because we do not intend to provide U.S. Holders with the information they would need to make such an

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election, prospective investors should assume that the QEF election will not be available in respect of an investment in our ordinary shares.

Each U.S. Holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences of acquiring, owning or disposing of our ordinary shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election.

The remainder of the discussion below assumes that we are not a PFIC, have not been a PFIC and will not become a PFIC in the future.

Distributions

The gross amount of distributions with respect to our ordinary shares (including the amount of any non-U.S. withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such distributions will be includable in a U.S. Holder’s gross income as ordinary dividend income on the day actually or constructively received by the U.S. Holder. Such dividends will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in our ordinary shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange of such ordinary shares. Because we do not expect to determine our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that a distribution will generally be reported as a dividend for U.S. federal income tax purposes, even if that distribution would otherwise be treated as a tax-free return of capital or as capital gain under the rules described above.

With respect to noncorporate U.S. Holders, certain dividends received from a “qualified foreign corporation” may be subject to reduced rates of U.S. federal income taxation. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. We believe our ordinary shares, which are listed on the NYSE, are considered to be readily tradable on an established securities market in the United States, although there can be no assurance that this will continue to be the case in the future. Noncorporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss, or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code, will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, even if the minimum holding period requirement has been met, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

In the event that a U.S. Holder is subject to non-U.S. withholding taxes on dividends paid to such U.S. Holder with respect to our ordinary shares, such U.S. Holder may be eligible, subject to certain conditions and limitations, to claim a foreign tax credit for such non-U.S. withholding taxes against the U.S. Holder’s U.S. federal income tax liability or alternatively deduct such non-U.S. withholding taxes in computing such U.S. Holder’s U.S. federal income tax liability. Dividends paid to a U.S. Holder with respect to our ordinary shares are expected to generally constitute “foreign source income” and to generally be treated as “passive category income,” for purposes of the foreign tax credit, except that a portion of such dividends may be treated as income from U.S. sources if (i) U.S. persons (as defined in the Code and applicable Treasury regulations) own, directly or indirectly, 50% or more of our ordinary shares (by vote or value) and (ii) we receive more than a de minimis amount of income from U.S. sources. The rules governing the foreign tax credit and ability to deduct such

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non-U.S. withholding taxes are complex and involve the application of rules that depend upon your particular circumstances. You are urged to consult your own tax advisors regarding the availability of, and any limits or conditions to, the foreign tax credit or deduction under your particular circumstances.

Sale, Exchange or Other Disposition

For U.S. federal income tax purposes, a U.S. Holder generally will recognize taxable gain or loss on any sale, exchange or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized for our ordinary shares and the U.S. Holder’s tax basis in such ordinary shares. Such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year generally are eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss. You are urged to consult your tax advisors regarding the tax consequences if a non-U.S. tax is imposed on a sale, exchange or other disposition of our ordinary shares, including the availability of the foreign tax credit or deduction under your particular circumstances.

Information Reporting and Backup Withholding

A U.S. Holder with interests in “specified foreign financial assets” (including, among other assets, our ordinary shares, unless such shares were held on such U.S. Holder’s behalf through certain financial institutions) may be required to file an information report with the IRS if the aggregate value of all such assets exceeds certain threshold amounts. You should consult your own tax advisor as to the possible obligation to file such information reports in light of your particular circumstances.

Moreover, information reporting generally will apply to dividends in respect of our ordinary shares and the proceeds from the sale, exchange or other disposition of our ordinary shares, in each case, that are paid to a U.S. Holder within the United States (and in certain cases, outside the United States or through certain U.S. intermediaries), unless the U.S. Holder is an exempt recipient. Backup withholding (currently at a rate of 24% for payments made before January 1, 2026) may also apply to such payments, unless the U.S. Holder provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding by providing a properly completed IRS Form W-9 and otherwise complies with applicable requirements of the backup withholding rules, or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. You should consult your tax advisors regarding the application of the U.S. information reporting and backup withholding rules to your particular circumstances.

Material Dutch Tax Consequences

General

The information set out below is a summary of certain material Dutch tax consequences in connection with the acquisition, ownership and disposition of our ordinary shares in the period covered by this Annual Report. This summary does not purport to be a comprehensive description of all the Dutch tax considerations that may be relevant to a particular holder of our ordinary shares. Such holders may be subject to special tax treatment under any applicable law and this summary is not intended to be applicable in respect of all categories of holders of our ordinary shares.

This summary is based on the tax laws of the Netherlands as in effect on January 1, 2019, as well as regulations, rulings and decisions of the Netherlands or of its taxing and other authorities available in printed form on or before such date and now in effect, and as applied and interpreted by Netherlands courts, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. All of the foregoing is subject to change, which change could apply retroactively and could affect the continued validity of this summary.

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For Dutch tax purposes, a holder of our ordinary shares may include an individual who, or an entity that, does not have the legal title to our ordinary shares, but to whom nevertheless our ordinary shares are attributed based either on such individual or entity holding a beneficial interest in our ordinary shares or based on specific statutory provisions, including statutory provisions pursuant to which our ordinary shares are attributed to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds our ordinary shares, such as the separated private assets (afgezonderd particulier vermogen) provisions of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) and the Dutch Gift and Inheritance Tax Act 1956 (Successiewet 1956).

Because it is a general summary, (prospective) holders of our ordinary shares should consult their own tax advisors as to the Dutch or other tax consequences of the acquisition, holding and disposition of the ordinary shares including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of foreign or other tax laws.

This summary does not describe any tax consequences arising under the laws of any taxing jurisdiction other than the Netherlands in connection with the acquisition, ownership and disposition of our ordinary shares. All references in this summary to the Netherlands and to Netherlands or Dutch law are to the European part of the Kingdom of the Netherlands and its law, respectively, only. In addition, any reference hereafter made to a treaty for the avoidance of double taxation concluded by the Netherlands, includes the Tax Arrangement for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Arrangement the Netherlands—Curacao (Belastingregeling Nederland—Curacao), the Tax Arrangement for the country of the Netherlands (Belastingregeling voor het land Nederland) and the Tax Arrangement the Netherlands—St. Maarten (Belastingregeling Nederland—St. Maarten).

This summary is not intended for any holder of our ordinary shares, who:

| (i) | is an individual and for whom the income or capital gains derived from the ordinary shares are attributable to (former) employment activities the income from which is taxable in the Netherlands;

| (ii) | is an entity that is a resident or deemed to be a resident of the Netherlands and that is, in whole or in part, not subject to or exempt from Netherlands corporate income tax (such as qualifying pension funds);

| (iii) | is an entity that has an interest in us to which the participation exemption (deelnemingsvrijstelling) or the participation credit (deelnemingsverrekening) is applicable as set out in the Dutch Corporate Income Tax Act 1969;

| (iv) | is a fiscal investment institution (fiscale beleggingsinstelling) or an exempt investment institution (vrijgestelde beleggingsinstelling) as defined in the Dutch Corporate Income Tax Act 1969;

| (v) | is not considered the beneficial owner of our ordinary shares and/or the income and/or capital gains derived from our ordinary shares; or

| (vi) | has a substantial interest (aanmerkelijk belang) or a deemed substantial interest as defined in the Dutch Income Tax Act 2001 and the Dutch Corporate Income Tax Act 1969 in us.

Generally a holder of our ordinary shares will have a substantial interest in us in the meaning of paragraph (vi) above if he holds, alone or together with his partner (statutorily defined term), whether directly or indirectly, the ownership of, or certain other rights over shares representing 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares), or rights to acquire shares, whether or not already issued, which represent at any time 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares) or the ownership of certain profit participating certificates that relate to 5% or more of the annual profit and/or to 5% or more of the liquidation proceeds of us. A holder of our ordinary shares will also have a substantial interest in us if one of certain relatives of that holder or of his partner (a statutory defined term) has a substantial interest in us.

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If a holder of our ordinary shares does not have a substantial interest, a deemed substantial interest will be present if (part of) a substantial interest has been disposed of, or is deemed to have been disposed of, without recognizing taxable gain.

Dividend Withholding Tax

General

The Netherlands levies dividend withholding tax on proceeds from shares, profit participating rights and hybrid loans derived from Dutch resident entities with capital stock. Dividends paid on our ordinary shares to a holder of ordinary shares are generally subject to Dutch dividend withholding tax.

Generally, the dividend withholding tax will not be borne by us, but we will withhold from the gross dividends paid on our ordinary shares. 15% Dutch dividend withholding tax will in principle be levied on the gross amount of dividend. The term “dividends” for this purpose includes, but is not limited to:

| • |  | distributions in cash or in kind, deemed and constructive distributions and repayments of paid-in capital not recognized for Dutch dividend withholding tax purposes;

| • |  | liquidation proceeds, proceeds of redemption of ordinary shares or, generally, consideration for the repurchase of ordinary shares by us in excess of the average paid-in capital of those ordinary shares recognized for Dutch dividend withholding tax purposes;

| • |  | the nominal value of ordinary shares issued to a shareholder or an increase of the nominal value of ordinary shares, as the case may be, to the extent that it does not appear that a contribution to the capital recognized for Dutch dividend withholding tax purposes was made or will be made; and

| • |  | partial repayment of paid-in capital, recognized for Dutch dividend withholding tax purposes, if and to the extent that there are net profits (zuivere winst), within the meaning of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965), unless the general meeting of shareholders has resolved in advance to make such a repayment and provided that the nominal value of the ordinary shares concerned has been reduced by a corresponding amount by way of an amendment of our Amended and Restated Articles of Association.

Dutch Residents

Dutch Dividend Withholding Tax

A holder of our ordinary shares who is, or who is deemed to be, resident in the Netherlands for purposes of Dutch taxation can generally credit the dividend withholding tax against his Dutch income tax or Dutch corporate income tax liability and is generally entitled to a refund of dividend withholding taxes exceeding his aggregate Dutch income tax or Dutch corporate income tax liability, provided certain conditions are met, unless such holder of our ordinary shares is not considered to be the beneficial owner (uiteindelijk gerechtigde) of the dividends.

A holder of our ordinary shares who is the recipient of dividends (the “Recipient”) will in any case not be considered the beneficial owner of these dividends for Dutch dividend withholding tax purposes if:

| • |  | as a consequence of a combination of transactions, a person or legal entity other than the Recipient wholly or partly, directly or indirectly, benefits from the dividends;

| • |  | such other person or legal entity would in comparison to the Recipient, to a lesser extent be entitled to a credit, reduction or refund of dividend withholding tax; and

| • |  | such other person or legal entity has, directly or indirectly, retained or acquired a similar interest in our ordinary shares.

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Non-Dutch Residents

With respect to a holder of our ordinary shares who is not, and is not deemed to be, resident in the Netherlands for purposes of Dutch taxation, or has a permanent establishment in the Netherlands to which our shares are allocable, and who is considered to be a resident of a country other than the Netherlands under the provisions of a treaty for the avoidance of double taxation concluded by the Netherlands and such country, the following may apply.

Such holders of ordinary shares may, depending on the terms of and subject to compliance with the procedures for claiming benefits under such treaty for the avoidance of double taxation, be eligible for a full or partial exemption from or a reduction or refund of Dutch dividend withholding tax.

On the basis of Article 35 of the Convention Between the Kingdom of the Netherlands and the United States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, executed in Washington on December 18, 1992, as amended from time to time (the “Netherlands-U.S. Convention”), qualifying U.S. pension trusts are under certain conditions entitled to a full exemption from Dutch dividend withholding tax. Such qualifying exempt U.S. pension trusts must provide us form IB 96 USA, along with a valid certificate, for the application of relief at source from dividend withholding tax. If we receive the required documentation prior to the relevant dividend payment date, then we may apply such relief at source. If a qualifying exempt U.S. pension trust fails to satisfy these requirements prior to the payment of a dividend, then such qualifying exempt pension trust may claim a refund of Dutch withholding tax by filing form IB 96 USA with the Dutch tax authorities. On the basis of Article 36 of the Netherlands-U.S. Convention, qualifying exempt U.S. organizations are under certain conditions entitled to a full exemption from Dutch dividend withholding tax. Such qualifying exempt U.S. organizations are not entitled to claim relief at source, and instead must claim a refund of Dutch withholding tax by filing form IB 95 USA with the Dutch tax authorities.

Tax on Income and Capital Gains

Dutch Resident Individuals

An individual who is resident or deemed to be resident in the Netherlands (a “Dutch Resident Individual”) and who holds our ordinary shares will be subject to Netherlands income tax on income and/or capital gains derived from our ordinary shares at the progressive rate (up to 51.75%; rate for 2019) if:

| (i) | the holder derives profits from an enterprise or deemed enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or a shareholder), to which enterprise the ordinary shares are attributable; or

| (ii) | the holder derives income or capital gains from the ordinary shares that are taxable as benefits from “miscellaneous activities” (resultaat uit overige werkzaamheden, as defined in the Dutch Income Tax Act 2001), which include the performance of activities with respect to the ordinary shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer) and also includes benefits resulting from a lucrative interest (lucratief belang).

If conditions (i) and (ii) above do not apply, any holder of our ordinary shares who is a Dutch Resident Individual will be subject to Netherlands income tax on a deemed return regardless of the actual income and/or capital gains derived from our ordinary shares. This deemed return is calculated by applying the applicable deemed return percentage(s) to the individual’s yield basis (rendementsgrondslag) insofar as this exceeds a certain threshold (heffingvrijvermogen). The individual’s yield basis is determined as the fair market value of certain qualifying assets (including, as the case may be, the ordinary shares) held by the Dutch Resident Individual less the fair market value of certain qualifying liabilities, both determined on January 1 of the relevant year. The deemed return percentage to be applied to the yield basis increases progressively from 1.94% to 5.60% depending on such individual’s yield basis. The deemed return percentages will be adjusted annually. The deemed return will be taxed at a rate of 30% (rate for 2019).

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Dutch Resident Entities

An entity that is resident or deemed to be resident in the Netherlands (a “Dutch Resident Entity”) will generally be subject to Netherlands corporate income tax with respect to income and capital gains derived from the ordinary shares. The Netherlands corporate income tax rate is 19% for the first €200,000 of the taxable amount, and 25% for the excess of the taxable amount over €200,000 (rates applicable for 2019).

Non-Dutch Residents

A person who is neither a Dutch Resident Individual nor Dutch Resident Entity (a “Non-Dutch Resident”) and who holds our ordinary shares is generally not subject to Netherlands income tax or corporate income tax (other than dividend withholding tax described above) on income and capital gains derived from the ordinary shares, provided that:

| (i) | such Non-Dutch Resident does not derive profits from an enterprise or deemed enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or a shareholder) which enterprise is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands and to which enterprise or part of an enterprise, as the case may be, the ordinary shares are attributable or deemed attributable;

| (ii) | in the case of a Non-Dutch Resident who is an individual, such individual does not derive income or capital gains from the Shares that are taxable as benefits from “miscellaneous activities” (resultaat uit overige werkzaamheden, as defined in the Dutch Income Tax Act 2001) performed or deemed to be performed in the Netherlands, which include the performance of activities with respect to the ordinary shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer) and also includes benefits resulting from a lucrative interest (lucratief belang); and

| (iii) | such Non-Dutch Resident is neither entitled to a share in the profits of an enterprise nor co-entitled to the net worth of such enterprise effectively managed in the Netherlands, other than by way of the holding of securities.

Gift and Inheritance Taxes

Dutch Residents

Generally, gift taxes (schenkbelasting) and inheritance taxes (erfbelasting) may arise in the Netherlands with respect to a transfer of our ordinary shares by way of a gift by or on the death of a holder of our ordinary shares who is resident or deemed to be resident in the Netherlands for the purpose of the Netherlands Gift and Inheritance Tax Act 1956 at the time of the gift or his/her death.

Non-Dutch Residents

No Netherlands gift or inheritance taxes will be levied on the transfer of our ordinary shares by way of gift by or on the death of a holder of our ordinary shares, who is neither a resident nor deemed to be a resident of the Netherlands for the purpose of the relevant provisions, unless:

| (i) | the transfer is construed as an inheritance or bequest or as a gift made by or on behalf of a person who, at the time of the gift or death, is or is deemed to be a resident of the Netherlands for the purpose of the relevant provisions; or

| (ii) | in the case of a gift of the ordinary shares by an individual who at the date of the gift was neither resident nor deemed to be resident of the Netherlands such holder dies within 180 days after the date of a gift of the ordinary shares while being a resident or deemed resident of the Netherlands.

For purposes of the Dutch Gift and Inheritance Tax Act 1956, an individual who is of Dutch nationality will be deemed to be a resident of the Netherlands if he has been a resident in the Netherlands at any time during the ten years preceding the date of the gift or his death.

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For purposes of Netherlands gift tax, an individual will, irrespective of his nationality, be deemed to be resident of the Netherlands if he has been a resident in the Netherlands at any time during the 12 months preceding the date of the gift. The same 12-months rule may apply to entities that have transferred their seat of residence out of the Netherlands.

Applicable tax treaties may override such deemed residency. For purposes of the Dutch Gift and Inheritance Tax Act 1956, a gift made under a condition precedent is deemed to be made at the time the condition precedent is fulfilled and is subject to gift tax if the donor is or is deemed to be a resident of the Netherlands at that time.

Value-Added Tax

No Netherlands value-added tax will be payable by a holder of our ordinary shares in consideration for the offer of our ordinary shares (other than value-added taxes on fees payable in respect of services not exempt from Netherlands value added tax).

Other Taxes or Duties

No Netherlands registration tax, custom duty, stamp duty or any other similar tax or duty will be payable in the Netherlands by a holder of our ordinary shares in respect of or in connection with the acquisition, ownership and disposition of the ordinary shares, except to the extent that the FTT would become applicable. See “Item 3. Key Information—D. Risk Factors—Risks Related to Taxation—Transactions in our ordinary shares could be subject to the European financial transaction tax, if adopted.”

Residence

A holder of our ordinary shares will not become or be deemed to become a resident of the Netherlands solely by reason of holding these ordinary shares.

F. | Dividends and Paying Agents

Not applicable.

G. | Statement of Experts

Not applicable.

H. | Documents on Display

The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.constellium.com. The information contained on our website is not incorporated by reference in this document.

I. | Subsidiary Information

Not applicable.

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Item 11. Quantitative and Qualitative Disclosures About Market Risk

Refer to the information set forth under the Notes to the Consolidated Financial Statements at “Item 18. Financial Statements”:

| • |  | Note 2—Summary of Significant Accounting Policies—2.6— Principles governing the preparation of the Consolidated Financial Statements— Financial Instruments; and

| • |  | Note 23—Financial Risk Management.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

A. | Material Modifications to the Rights of Security Holders

None.

B. | Use of Proceeds

None.

Item 15. Controls and Procedures

A. | Disclosure Controls and Procedures

Our Chief Executive Officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Form 20-F, have concluded that, as of such date, our disclosure controls and procedures were effective.

B. | Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Securities Exchange Act of 1934, as amended, Rule 13a-15(f).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union (EU).

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Constellium’s management has assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2018 based on the criteria established in Internal Control—Integrated Framework

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(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and, based on such criteria, Constellium’s management has concluded that, as of December 31, 2018, the Company´s internal control over financial reporting is effective.

C. | Attestation report of the registered public accounting firm.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers Audit, an independent registered public accounting firm, as stated in their report which appears herein.

D. | Changes in Internal Control over Financial Reporting

During the period covered by this report, we have not made any change to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16.

Item 16A. Audit Committee Financial Expert

Our board of directors has determined that the members of our audit committee, Messrs. Paschke and Ormerod and Mmes. Walker and Brooks satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. Our board of directors has also determined that each of Messrs. Paschke and Ormerod and Ms. Walker is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act.

Item 16B. Code of Ethics

We have adopted a Worldwide Code of Employee and Business Conduct that applies to all our employees, officers and directors, including our principal executive, principal financial and principal accounting officers. Our Worldwide Code of Employee and Business Conduct addresses, among other things, competition and fair dealing, conflicts of interest, financial integrity, government relations, confidentiality and corporate opportunity requirements and the process for reporting violations of the Worldwide Code of Business Conduct and Ethics, employee misconduct, conflicts of interest or other violations. Our Worldwide Code of Employee and Business Conduct is intended to meet the definition of “code of ethics” under Item 16B of Form 20-F under the Exchange Act.

A copy of our Worldwide Code of Employee and Business Conduct is available on our website at www.constellium.com. Any amendments to the Worldwide Code of Employee and Business Conduct, or any waivers of its requirements, will be disclosed on our website.

Item 16C. Principal Accountant Fees and Services

PricewaterhouseCoopers Audit has served as our independent registered public accounting firm for each of the fiscal years in the three-year period ended December 31, 2018.

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The following table sets out the aggregate fees for professional services and other services rendered to us by PricewaterhouseCoopers in the years ended December 31, 2018 and 2017, and breaks down these amounts by category of service:

|  | For the year ended December 31, |
|  | 2018 |  |  | 2017 |
|  | (€ in thousands) |
Audit fees |  |  | 4,048 |  |  |  | 4,770 |
Audit-related fees |  |  | 224 |  |  |  | 101 |
Tax fees |  |  | 276 |  |  |  | 554 |
All other fees |  |  | 3 |  |  |  | 2 |
Total* |  |  | 4,551 |  |  |  | 5,427 |

* | Including out-of-pocket expenses amounting to €427,000 and €439,000 for the years ended December 31, 2018 and 2017, respectively.

Audit Fees

Audit fees consist of fees related to the annual audit of our Consolidated Financial Statements, the audit of the statutory financial statements of our subsidiaries, other audit or interim review services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees consist of fees rendered for assurance and related services that are reasonably related to the performance of the audit or review of the company’s financial statements, or that are traditionally performed by the independent auditor, and include consultations concerning financial accounting and reporting standards; advice and assistance in connection with local statutory accounting requirements and due diligence related to acquisitions or disposals.

Tax Fees

Tax fees relate to tax compliance, including the preparation of tax returns and assistance with tax audits.

Pre-Approval Policies and Procedures

The advance approval of the audit committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.

Item 16D. Exemptions from the Listing Standards for Audit Committees

None.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F. Change in Registrant’s Certifying Accountant

None.

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Item 16G. Corporate Governance

Dutch Corporate Governance Code

We are subject to the Dutch Corporate Governance Code (the “Dutch Code”). The Dutch Code, as amended, became effective on January 1, 2017, and applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere.

The Dutch Code is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual report filed in the Netherlands whether or not they are complying with the various rules of the Dutch Code that are addressed to the board of directors or, if any, the supervisory board of the company and, if they do not apply those provisions, to give the reasons for such non-application. The Dutch Code contains principles and best practice provisions for managing boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.

We acknowledge the importance of good corporate governance. The Board agrees with the general approach and with the majority of the provisions of the Dutch Code. However, considering our interests and the interest of our stakeholders, at this stage, there are a limited number of best practice provisions we do not apply either because such provisions conflict with or are inconsistent with the corporate governance rules of the NYSE and U.S. securities laws that apply to us, or because such provisions do not reflect best practices of global companies listed on the NYSE. For the complete Dutch Code please click on this link: http://www.mccg.nl/english.

The best practice provisions of the Dutch Code that we do not comply with include the following:

| • |  | Diversity policy (Best practice provision2.1.5)

Diversity and equal opportunity employment are core values to Constellium. The Company aims to be a diverse workplace where everyone is respected irrespective of age, gender, race, disability, religion or sexual orientation. A diversity policy may be introduced in the future.

The present Board composition fell short of the Board objective and article 2:391(7) of the Dutch Civil Code regarding gender diversity. As referred to in Item 6 C. regarding gender diversity, the Dutch Civil Code requires at least 30% male and at least 30% female representation.

There are currently three women on our Board, including Lori Walker who was appointed on June 11, 2014, Martha Brooks who was appointed on June 15, 2016, and most recently Stéphanie Frachet who was appointed on May 24, 2018, each as a Non-Executive Director.

Although the Company’s Board remains mostly comprised of men, diversity and equal opportunity employment are core values to Constellium and, subject to the availability of suitable candidates at the time of Board appointments, the Company aims at reaching a well-balanced mix of men and women amongst its Directors.

| • |  | Independence (Best practice provision 2.1.10)

Eight of our eleven Directors are independent and three are not independent. In addition to our CEO, Mr. Germain, who is an Executive Director, Mr. Evans who served as our interim chief executive officer from December 2011 to March 2012, and Ms. Frachet who was selected in 2018 to serve as a director by Bpifrance, our largest shareholder, are not independent pursuant to the Code.

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| • |  | A person may be appointed as non-executive member of the board for a period of four years and may then be reappointed once for another four-year period. The non-executive board member may then subsequently be reappointed again for a period of two years, which appointment may be extended by at most two years. In the event of a reappointment after an eight-year period, reasons should be given in the report of the board. In any appointment or reappointment, the profile referred to in best practice provision 2.1.1 should be observed (Best practice provision 2.2.2).

Mr. Michiel Brandjes, Ms. Martha Brooks, Mr. Philippe Guillemot, Mr. Peter Hartman, Mr. John Ormerod, and Ms. Lori Walker were each reappointed as Non-Executive Directors for a period of one (1) year, effective from May 24, 2018.

Ms. Stéphanie Frachet was appointed as a Non-Executive Board Member for a period of one (1) year, effective from May 24, 2018.

This deviation gives the shareholders the possibility to already vote on a possible re-appointment after one year. Since we are a relatively recent public company, the maximum term is not an issue at this point.

| • |  | Pursuant to best practice provision 2.2.4, the board should ensure that the company has a sound plan in place for the succession of board members that is aimed at retaining the balance in the requisite expertise, experience and diversity. Due regard should be given to the profile referred to in best practice provision 2.1.1 in drawing up the plan for non-executive board members. The non-executive board members should also draw up a retirement schedule in order to avoid, as much as possible, non-executive board members retiring simultaneously. The retirement schedule should be published on the company’s website.

Most of our Non-Executive Directors are (re-) appointed for one year, we currently do not have a retirement schedule. Although there is no plan in place for the succession of members of the Board, the Company shall determine each year how the balance in the requisite expertise, experience and diversity can be retained.

| • |  | The vice-chairman of the board shall deputize for the chairman when the occasion arises. By way of addition to best practice provision 2.2.6 and 2.2.7, the vice-chairman shall act as contact for individual board members concerning the functioning of the chairman of the board (Best practice provisions 2.3.7 and 2.4.3).

We intend to continue to comply with certain corporate governance requirements of the NYSE in lieu of the Dutch Code. Under the corporate governance requirements of the NYSE, we are not required to appoint a Vice-Chairman. If the chairman of our Board is absent, the directors that are present may elect a Non-Executive Director to chair the meeting.

| • |  | Conflicts of interest and related party transactions (Principle 2.7 and associated best practice provisions).

We have a policy on conflicts of interests and related party transactions. The policy provides that the determination of a conflict of interest exists will be made in accordance with Dutch law and on a case-by-case basis. We believe that it is not in the interest of the Company to provide a general listing of potential conflict of interest transactions that require the approval of our Board, as we review each on a case-by-case basis.

| • |  | The terms of reference of the board shall contain rules on dealing with conflicts of interest and potential conflicts of interest between board members and the external auditor on the one hand and the company on the other. The terms of reference shall also stipulate which transactions require the approval of the non-executive board members. The company shall draw up regulations governing ownership of and transactions in securities by board members, other than securities issued by their “own” company (Best practice provision 2.7.2).

We believe that Directors should not be further limited by internal regulations in addition to the rules and restrictions under applicable securities laws.

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| • |  | Remuneration (Principles 3.1 up to 3.4 and associated best practice provisions).

We believe that our remuneration policy is clear and understandable and helps to focus directors, officers and other employees and consultants on business performance that creates long-term value for the Company and its affiliated business, to encourage innovative approaches to the business of the Company and to encourage ownership of our shares by directors, officers and other employees and consultants. Certain aspects of our remuneration policy may deviate from the Dutch Code in certain instances to comply with applicable NYSE and SEC rules. We do not prepare a separate remuneration report that we post on our website.

| • |  | The company shall formulate an “outline policy on bilateral contacts,” as described in the Dutch Code, with the shareholders and publish this policy on its website (Best practice provision 4.2.2).

We will not formulate an “outline policy on bilateral contacts” with the shareholders. We will comply with applicable NYSE and SEC rules and the relevant provisions of applicable law with respect to contacts with our shareholders. We believe that all contacts with our shareholders should be assessed on a case-by-case basis.

| • |  | Best practice provision 4.2.3 recommends that we should enable the shareholders to follow in real time all meetings with analysts, investors and press conferences.

We believe that enabling shareholders to follow in real time all the meetings with analysts, presentations to analysts, and presentations to investors as referred to in best practice provision 4.2.3 of the Dutch Code would create an excessive burden on our resources. We will ensure that analyst presentations are posted on our website after meetings with analysts. In addition, we hold quarterly earnings calls where we report our financial results to which all our investors are invited to attend via web conference.

| • |  | Pursuant to best practice provision 4.3.3, a general meeting of shareholders may pass a resolution to cancel the binding nature of a nomination for the appointment of a member of the management board or the supervisory board and/or a resolution to dismiss a member of the management board or of the supervisory board by an absolute majority of the votes cast. It may be provided that this majority should represent a given proportion of the issued capital, which proportion may not exceed one-third. If this proportion of the capital is not represented at the meeting, but an absolute majority of the votes cast is in favor of a resolution to cancel the binding nature of the nomination, or to dismiss a board member, a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of the capital represented at the meeting.

Our Amended and Restated Articles of Association currently provide that the General Meeting may at all times overrule a binding nomination pursuant to a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents at least half of the issued share capital.

A resolution of the General Meeting to dismiss a member of the Board other than pursuant to a proposal by the Board shall require a majority of two-thirds of the votes cast, representing at least half of the issued capital.

Although this constitutes a deviation from provision 4.3.3 of the Dutch Code, we hold the view that these provisions will enhance the continuity of our management and policies.

| • |  | The chairman of the board may not also be or have been an executive board member (Best practice provision 5.1.3).

Mr. Evans has served as our Chairman since December 2012. Mr. Evans also served as our interim chief executive officer from December 2011 until the appointment of our former CEO Mr. Pierre Vareille in March 2012. We believe the deviation from the Dutch Code is justified considering the short interim period during which Mr. Evans acted as Executive Director.

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The NYSE requires that we disclose to investors any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under NYSE requirements.

Among these differences, shareholder approval is required by the NYSE prior to the issuance of ordinary stock:

| • |  | to a director, officer or substantial security holder of the company (or their affiliates or entities in which they have a substantial interest) in excess of one percent of either the number of shares of ordinary stock or the voting power outstanding before the issuance, with certain exceptions;

| • |  | that will have voting power equal to or in excess of 20 percent of either the voting power or the number of shares outstanding before the issuance, with certain exceptions; or

| • |  | that will result in a change of control of the issuer.

Under Dutch rules, shareholders can delegate this approval to the board of directors at the annual shareholders meeting. In the past, our shareholders have delegated this approval power to our Board at our annual meeting.

In some situations, NYSE rules are more stringent, and in others the Dutch rules are. Other significant differences include:

| • |  | NYSE rules require shareholder approval for changes to equity compensation plans, but under Dutch rules, shareholder approval is only required for changes to equity compensation plans for members of the board of directors;

| • |  | Under Dutch corporate governance rules the audit and human resources and remuneration committees may not be chaired by the Chairman of the Board;

| • |  | Under Dutch rules, auditors must be appointed by the general meeting of shareholders. NYSE rules require only that they be appointed by the audit committee;

| • |  | Both NYSE and Dutch rules require that a majority of the board of directors be independent, but the definition of independence under each set of rules is not identical. For example, Dutch rules require a longer “look-back” period for former directors; and

| • |  | The Dutch rules permit deviation from the rules if the deviations are explained in accordance with the rules. The NYSE rules do not allow such deviations.

Item 16H. Mine Safety Disclosure

Not applicable.

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PART III

Item 17. Financial Statements

See “Item 18. Financial Statements.”

Item 18. Financial Statements

The audited Consolidated Financial Statements as required under Item 18 are attached hereto starting on page F-1 of this Annual Report. The audit report of PricewaterhouseCoopers Audit, an independent registered public accounting firm, is included herein preceding the audited Consolidated Financial Statements.

Parent Company Condensed Financial Information is included herein in Note 32 to the Consolidated Financial Statements.

The Financial Statements of Constellium-UACJ ABS LLC are incorporated herein by reference to Exhibit 10.32 of this Annual Report pursuant to Rule 3-09 of Regulation S-X promulgated by the United States Securities and Exchange Commission.

Item 19. Exhibits

The following exhibits are filed as part of this Annual Report:

EXHIBIT INDEX

The following documents are filed as part of this Annual Report:

3.1 |  | Amended and Restated Articles of Association of Constellium N.V. (incorporated by reference to Exhibit 3.1 of Constellium N.V.’s Amendment No. 3 to the Registration Statement on Form F-1 filed on May 21, 2013, File No. 333-188556)
3.2 |  | Deed of Conversion-Constellium N.V. (incorporated by reference to Exhibit 3.2 of Constellium N.V.’s Amendment No. 4 to the Registration Statement on Form F-1 filed on May 21, 2013, File No. 333-188556)
3.3 |  | Amendment to the Articles of Association of Constellium N.V. (incorporated by reference to Exhibit 3.3 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.1 |  | Second Amendment to Credit Agreement, dated as of March 25, 2013, among Constellium Holdco B.V., as the Dutch Borrower, Constellium France S.A.S., as the French Borrower, the new Term Lenders party thereto, Deutsche Bank Trust Company Americas, as the Existing Administrative Agent, and Deutsche Bank AG New York Branch, as the successor Administrative Agent (incorporated by reference to Exhibit 4.2 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
4.2 |  | Third Amendment to Credit Agreement, dated as of July 31, 2013, among Constellium N.V., as the Dutch Borrower, Constellium France S.A.S., as the French Borrower, the lenders party thereto, and Deutsche Bank AG New York Branch, as Administrative Agent (incorporated by reference to Exhibit 4.3 of Constellium N.V.’s Registration Statement on Form F-1 filed on October 23, 2013, File No. 333-191863)

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4.3 |  | ABL Credit Agreement, dated as of May 25, 2012, among Constellium Holdco II B.V., Constellium U.S. Holdings I, LLC, Constellium Rolled Products Ravenswood, LLC, as borrower, the lenders from time to time party hereto, and Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 4.3 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
4.4 |  | First Amendment to Credit Agreement, dated as of January 7, 2013, among Constellium Rolled Products Ravenswood, LLC, as borrower, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (incorporated by reference to Exhibit 4.5 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.5 |  | Second Amendment to Credit Agreement, dated as of March 25, 2013, among Constellium Rolled Products Ravenswood, LLC, as borrower, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (incorporated by reference to Exhibit 4.4 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
4.6 |  | Third Amendment to Credit Agreement, dated as of October 1, 2013, among Constellium Rolled Products Ravenswood, LLC, as borrower, the lenders party thereto, and Deutsche Bank Trust Company Americas, as Administrative Agent (incorporated by reference to Exhibit 4.6 of Constellium N.V.’s Registration Statement on Form F-1 filed on October 23, 2013, File No. 333-191863)
4.7 |  | Fourth Amendment to Credit Agreement, dated as of May 7, 2014, among Constellium Rolled Products Ravenswood, LLC, as borrower, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 4.8 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.8 |  | Indenture, dated as of May 7, 2014, between Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 5.750% Senior Notes due 2024 (incorporated by reference to Exhibit 4.7 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.9 |  | Supplemental Indenture, dated as of March 31, 2015, among Constellium Neuf Brisach and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.15 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.10 |  | Supplemental Indenture, dated as of March 30, 2016, among Constellium Holdco III B.V., Constellium Rolled Products Singen GmbH & Co. KG, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.16 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.11 |  | Third Supplemental Indenture (5.750% Senior Notes due 2024), dated as of February 16, 2017, among Engineered Products International S.A.S., Constellium W S.A.S., Wise Metals Intermediate Holdings LLC, Wise Metals Group LLC, Wise Alloys LLC, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.16 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.12 |  | Fourth Supplemental Indenture, dated as of November 30, 2017, among Constellium International S.A.S. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.12 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
4.13 |  | Indenture, dated as of May 7, 2014, between Constellium N.V., the guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent, providing for the issuance of the 4.625% Senior Notes due 2021 (incorporated by reference to Exhibit 4.8 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)

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4.14 |  | Supplemental Indenture, dated as of March 31, 2015, among Constellium Neuf Brisach, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.18 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.15 |  | Supplemental Indenture, dated as of March 30, 2016, among Constellium Holdco III B.V., Constellium Rolled Products Singen GmbH & Co. KG, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.19 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.16 |  | Third Supplemental Indenture (4.625% Senior Notes due 2021), dated as of February 16, 2017, among Engineered Products International S.A.S., Constellium W S.A.S., Wise Metals Intermediate Holdings LLC, Wise Metals Group LLC, Wise Alloys LLC, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.20 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.17 |  | Fourth Supplemental Indenture, dated as of November 30, 2017, among Constellium International S.A.S., Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.17 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
4.18 |  | Indenture, dated as of December 19, 2014, between Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 8.00% Senior Notes due 2023 (incorporated by reference to Exhibit 4.12 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.19 |  | Supplemental Indenture, dated as of March 31, 2015, among Constellium Neuf Brisach, Constellium N.V., and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.21 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.20 |  | Supplemental Indenture, dated as of March 30, 2016, among Constellium Holdco III B.V., Constellium Rolled Products Singen GmbH & Co. KG, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.22 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.21 |  | Supplemental Indenture (8.00% Senior Notes due 2023), dated as of February 16, 2017, among Engineered Products International S.A.S., Constellium W S.A.S., Wise Metals Intermediate Holdings LLC, Wise Metals Group LLC, Wise Alloys LLC, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.24 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.22 |  | Indenture, dated as of December 19, 2014, between Constellium N.V., the guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent, providing for the issuance of the 7.00% Senior Notes due 2023 (incorporated by reference to Exhibit 4.13 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.23 |  | Supplemental Indenture, dated as of March 31, 2015, among Constellium Neuf Brisach, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.24 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)

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4.24 |  | Supplemental Indenture, dated as of March 30, 2016, among Constellium Holdco III B.V., Constellium Rolled Products Singen GmbH & Co. KG, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.25 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.25 |  | Supplemental Indenture (7.00% Senior Notes due 2023), dated as of February 16, 2017, among Engineered Products International S.A.S., Constellium W S.A.S., Wise Metals Intermediate Holdings LLC, Wise Metals Group LLC, Wise Alloys LLC, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.28 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.26 |  | Indenture, dated as of March 30, 2016, among Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 7.875% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 4.26 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.27 |  | Supplemental Indenture (7.875% Senior Secured Notes due 2021), dated as of February 16, 2017, among Engineered Products International S.A.S., Constellium W S.A.S., Wise Metals Intermediate Holdings LLC, Wise Metals Group LLC, Wise Alloys LLC, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.30 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.28 |  | Parity Lien Intercreditor Agreement, dated as of March 30, 2016, among Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.27 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.29 |  | Indenture, dated as of December 11, 2013, among Wise Metals Group LLC, Wise Alloys Finance Corporation, the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, providing for the issuance of the 8 3/4% Senior Secured Notes due 2018 (incorporated by reference to Exhibit 4.14 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.30 |  | First Supplemental Indenture, dated as of April 16, 2014, among Wise Metals Group LLC, Wise Alloys Finance Corporation, the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.29 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.31 |  | Second Supplemental Indenture, dated as of June 4, 2014, among WAC I, LLC, Wise Metals Group LLC, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.30 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.32 |  | Third Supplemental Indenture, dated as of October 17, 2014, among Wise Metals Group LLC, Wise Alloys Finance Corporation, the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.31 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.33 |  | Credit Agreement, dated as of December 11, 2013, among Wise Alloys LLC, as Borrower, the credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Administrative Agent (incorporated by reference to Exhibit 4.15 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.34 |  | Waiver and Amendment No. 1 to Credit Agreement, dated as of March 4, 2014, among Wise Alloys LLC, as Borrower, the credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.33 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)

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4.35 |  | Consent and Amendment No. 2 to Credit Agreement, dated as of June 30, 2014, among Wise Alloys LLC, as Borrower, the credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.34 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.36 |  | Amendment No. 3 to Credit Agreement, dated as of November 26, 2014, by and among Wise Alloys LLC, the other credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.16 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.37 |  | Consent and Amendment No. 4 to Credit Agreement, dated as of December 23, 2014, by and among Wise Alloys LLC, the other credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.17 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
4.38 |  | Amendment No. 5 to Credit Agreement, dated as of March 23, 2015, among Wise Alloys LLC, the credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.37 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.39 |  | Amendment No. 6 to Credit Agreement, dated as of November 4, 2015, by and among Wise Alloys LLC, as Borrower, the other credit parties party thereto, the lenders party thereto, and General Electric Capital Corporation, as Agent (incorporated by reference to Exhibit 4.38 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
4.40 |  | Amendment No. 7 to Credit Agreement, dated as of February 7, 2017, by and among Wise Alloys LLC, as Borrower, the other credit parties party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as successor Agent (incorporated by reference to Exhibit 4.43 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.41 |  | Indenture, dated as of February 16, 2017, among Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 6.625% Senior Notes due 2025 (incorporated by reference to Exhibit 4.45 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
4.42 |  | Indenture, dated as of November 9, 2017, among Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 5.875% Senior Notes due 2026 (incorporated by reference to Exhibit 4.42 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
4.43 |  | First Supplemental Indenture (5.875% Senior Notes due 2026), dated as of November 30, 2017, among Constellium International S.A.S. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.43 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
4.44 |  | Indenture, dated as of November 9, 2017, among Constellium N.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent, providing for the issuance of the 4.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.44 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
4.45 |  | First Supplemental Indenture (4.250% Senior Notes due 2026), dated as of November 30, 2017, among Constellium International S.A.S., Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.45 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)

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4.46 |  | Credit Agreement, by and among Wise Alloys LLC and Constellium Rolled Products Ravenswood, LLC, as Borrowers, Wise Metals Group LLC and Constellium US Holdings I, LLC, as Loan Parties, Constellium Holdco II B.V., as Parent Guarantor, the lenders party thereto, Wells Fargo Bank, N.A., as Administrative Agent and Collateral Agent, the Joint Lead Arrangers and Joint Bookrunners party thereto, and the Co-Syndication Agents party thereto, dated as of June 21, 2017 (incorporated by reference to Exhibit 10.1 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
4.46.1 |  | Amended and Restated Credit Agreement, by and among Constellium Muscle Shoals LLC, Constellium Rolled Products Ravenswood, LLC, and Constellium Bowling Green LLC, as Borrowers, Constellium Holdings Muscle Shoals LLC, Constellium US Holdings I, LLC, and Constellium Property and Equipment Company, LLC, as Loan Parties, Constellium International S.A.S., as Parent Guarantor, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, dated as of February 20, 2019**
4.47 |  | Underwriting Agreement, dated as of October 31, 2017, by and among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as representatives of the underwriters named therein (incorporated by reference to Exhibit 99.1 of Constellium N.V.’s Form 6-K filed on November 3, 2017, File. No. 001-35931)
4.48 |  | First Supplemental Indenture (6.625% Senior Notes due 2025), dated as of November 30, 2017, among Constellium International S.A.S. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.48 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
10.1 |  | Amended and Restated Shareholders Agreement, dated May 29, 2013, among Constellium N.V. and the other signatories thereto (incorporated by reference to Exhibit 10.1 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
10.2 |  | 2017 Long-Term Incentive Award Agreement (incorporated by reference to Exhibit 10.7 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.3 |  | Amended and Restated Factoring Agreement between Alcan Rhenalu S.A.S. as French Seller, Alcan Aerospace S.A.S. as French Seller, Alcan Softal S.A.S. as French Seller, Alcan France Extrusions S.A.S. as French Seller, Alcan Aviatube S.A.S. as French Seller, Omega Holdco II B.V. as Parent Company, Engineered Products Switzerland A.G. as Sellers’ Agent and GE Factofrance S.N.C. as Factor, dated January 4, 2011, as amended as of November 8, 2013 (incorporated by reference to Exhibit 10.7 of Constellium N.V.’s Registration Statement on Form F-1 filed on December 10, 2013, File No. 333-192680)
10.4 |  | Amendment and Consent Letter No 10 between GE Factofrance S.A.S. as Factor and Constellium Switzerland AG, Constellium Holdco II B.V., Constellium France S.A.S., Constellium Extrusions France S.A.S. and Constellium Aviatube S.A.S. as French Sellers, dated February 3, 2014 (incorporated by reference to Exhibit 10.7.1 of Constellium N.V.’s Registration Statement on Form F-1 filed on January 27, 2014, File No. 333-193583)
10.5 |  | Amendment and Restatement Agreement among Constellium Issoire, as Seller, Constellium Neuf Brisach, as Seller, Constellium Extrusions France, as Seller, Constellium Holdco II B.V., as Parent Company, Constellium Switzerland A.G., as Sellers agent, and GE Factofrance SAS, as Factor, dated December 3, 2015 (incorporated by reference to Exhibit 10.8 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
10.6 |  | Factoring Agreement between GE Capital Bank AG and Alcan Aluminium Valais S.A., dated December 16, 2010 (incorporated by reference to Exhibit 10.8 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)

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10.7 |  | Country Specific Amendment Agreement (Switzerland) to the Factoring Agreement between GE Capital Bank AG and Alcan Aluminium Valais S.A., dated December 16, 2010 (incorporated by reference to Exhibit 10.9 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
10.8 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Valais AG (formerly: Alcan Aluminium Valais AG), dated November 12, 2013 (incorporated by reference to Exhibit 10.9.1 of Constellium N.V.’s Registration Statement on Form F-1 filed on December 10, 2013, File No. 333-192680)
10.8.1 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Valais S.A. Sierre, dated May 27, 2016 (incorporated by reference to Exhibit 10.10.1 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.8.2 |  | Amendment Agreement to a Factoring Agreement between TARGO Commercial Finance AG (f/k/a GE Capital Bank AG) and Constellium Valais S.A., dated December 21, 2016 (incorporated by reference to Exhibit 10.10.2 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.9 |  | Factoring Agreement between GE Capital Bank AG and Alcan Aluminium-Presswerke GmbH, dated December 16, 2010 (incorporated by reference to Exhibit 10.10 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
10.9.1 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Extrusions Deutschland GmbH (formerly Alcan Aluminium-Presswerke GmbH), dated November 12, 2013 (incorporated by reference to Exhibit 10.10.1 of Constellium N.V.’s Registration Statement on Form F-1 filed on December 10, 2013, File No. 333-192680)
10.9.2 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Extrusions Deutschland GmbH, dated May 27, 2016 (incorporated by reference to Exhibit 10.11.2 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.9.3 |  | Amendment Agreement to a Factoring Agreement between TARGO Commercial Finance AG (f/k/a GE Capital Bank AG) and Constellium Extrusions Deutschland GmbH, dated December 21, 2016 (incorporated by reference to Exhibit 10.11.3 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.10 |  | Factoring Agreement between GE Capital Bank AG and Constellium Rolled Products Singen GmbH & Co. KG, dated May 27, 2016 (incorporated by reference to Exhibit 10.12 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.10.1 |  | Amendment Agreement to a Factoring Agreement between TARGO Commercial Finance AG and Constellium Rolled Products Singen GmbH & Co. KG, dated December 21, 2016 (incorporated by reference to Exhibit 10.12.1 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.11 |  | Factoring Agreement between GE Capital Bank AG and Alcan Singen GmbH, dated December 16, 2010 (incorporated by reference to Exhibit 10.11 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
10.11.1 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Singen GmbH (formerly: Alcan Singen GmbH), dated November 12, 2013 (incorporated by reference to Exhibit 10.10.1 of Constellium N.V.’s Registration Statement on Form F-1 filed on December 10, 2013, File No. 333-192680)
10.12 |  | Factoring Agreement between GE Capital Bank AG and Constellium Singen GmbH, dated March 26, 2014 (incorporated by reference to Exhibit 10.13 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)

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10.12.1 |  | Amendment Agreement to a Factoring Agreement between GE Capital Bank AG and Constellium Singen GmbH, dated May 27, 2016 (incorporated by reference to Exhibit 10.14.1 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.12.2 |  | Amendment Agreement to a Factoring Agreement between TARGO Commercial Finance AG (f/k/a GE Capital Bank AG) and Constellium Singen GmbH, dated December 21, 2016 (incorporated by reference to Exhibit 10.14.2 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.13 |  | Factoring Agreement between GE Capital Bank AG and Constellium Extrusions Dě čín S.R.O., dated June 26, 2015 (incorporated by reference to Exhibit 10.14 of Constellium N.V.’s Form 20-F furnished on April 18, 2017, File No. 001-35931)
10.13.1 |  | Amendment Agreement to a Factoring Agreement between GE Capital AG and Constellium Extrusions Dě čín s.r.o., dated May 27, 2016 (incorporated by reference to Exhibit 10.15.1 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.13.2 |  | Amendment Agreement to a Factoring Agreement between TARGO Commercial Finance AG (f/k/a GE Capital Bank AG) and Constellium Extrusions Dě čín s.r.o., dated December 21, 2016 (incorporated by reference to Exhibit 10.15.2 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.14 |  | Metal Supply Agreement between Engineered Products Switzerland AG and Rio Tinto Alcan Inc. for the supply of sheet ingot in Europe, dated January 4, 2011 (incorporated by reference to Exhibit 10.12 of Constellium N.V.’s Amendment No. 3 to the Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)+
10.15 |  | Constellium N.V. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of Constellium N.V.’s Registration Statement on Form F-1 filed on May 13, 2013, File No. 333-188556)
10.16 |  | Form of Restricted Stock Unit Award Agreement under the Constellium N.V. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Constellium N.V.’s Registration Statement on Form F-1 filed on January 27, 2014, File No. 333-193583)
10.17 |  | Unit Purchase Agreement between Constellium N.V., Wise Metals Holdings LLC and Silver Knot, LCC, dated October 3, 2014 (incorporated by reference to Exhibit 10.1 of Constellium N.V.’s Form 6-K furnished on October 3, 2014)
10.18 |  | Receivables Purchase Agreement, dated as of March 23, 2015, between Wise Alloys Funding LLC, as Seller, Wise Alloys LLC, as Servicer, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10.16 of Constellium N.V.’s Form 20-F furnished on April 24, 2015, File No. 001-35931)
10.19 |  | First Amendment to Receivables Purchase Agreement, dated as of October 27, 2015, between Wise Alloys Funding LLC, as Seller, Wise Alloys LLC, as Servicer, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10.20 of Constellium N.V.’s Form 20-F furnished on April 18, 2016, File No. 001-35931)
10.20 |  | Amended and Restated Receivables Purchase Agreement, dated November 22, 2016, among Wise Alloys LLC, as Servicer, Wise Alloys Funding II LLC, as Seller, Hitachi Capital America Corp., as Purchaser, Intesa Sanpaolo S.p.A., New York Branch, as Purchaser, and Greensill Capital Inc., as Purchaser Agent (incorporated by reference to Exhibit 10.23 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.22 |  | Employment Agreement of Jean-Marc Germain, dated as of April 25, 2016 (incorporated by reference to Exhibit 10.25 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)

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10.23 |  | Employment Agreement of Peter R. Matt, dated as of October 26, 2016 (incorporated by reference to Exhibit 10.26 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)
10.24 |  | Amendment to the Facility Agreement, by and among Constellium Issoire and Constellium Neuf Brisach, as Borrowers, Constellium Holdco II B.V., as Parent Company, the lenders party thereto, and Factofrance, as Arranger and Agent, dated as of June 13, 2017 (incorporated by reference to Exhibit 10.2 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.24.1 |  | Second Amendment to the Facility Agreement, by and among Constellium Issoire and Constellium Neuf Brisach, as Borrowers, Constellium Holdco II B.V., as Parent Company, the lenders party thereto, and Factofrance, as Arranger and Agent, dated as of March 29, 2018**‡
10.25 |  | Facility Agreement, by and among Constellium Issoire and Constellium Neuf Brisach, as Borrowers, Constellium Holdco II B.V., as Parent Company, the lenders party thereto, and Factofrance, as Arranger and Agent, dated as of April 21, 2017 (incorporated by reference to Exhibit 10.3 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.25.1 |  | First Omnibus Amendment, by and among Wise Alloys LLC, as seller/servicer, Wise Alloys Funding II LLC, as purchaser/seller, Hitachi Capital America Corp., as purchaser and Greensill Capital Inc., as purchaser agent, dated June 28, 2016 (incorporated by reference to Exhibit 10.4 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)**
10.25.2 |  | Second Omnibus Amendment, dated as of January 25, 2017, among Wise Alloys LLC, as Servicer, Wise Alloys Funding II LLC, as Seller, Hitachi Capital America Corp., as Purchaser, Intesa Sanpaolo S.p.A., New York Branch, as Purchaser, and Greensill Capital Inc., as Purchaser Agent (incorporated by reference to Exhibit 10.24 of Constellium N.V.’s Form 20-F furnished on March 21, 2017, File No. 001-35931)**
10.25.3 |  | Third Omnibus Amendment, by and among Wise Alloys LLC, as seller/servicer, Wise Alloys Funding II LLC, as purchaser/seller, Hitachi Capital America Corp., as purchaser, Intesa Sanpaolo S.P.A., New York Branch, as purchaser, and Greensill Capital Inc., as purchaser agent, dated May 12, 2017 (incorporated by reference to Exhibit 10.5 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)**
10.25.4 |  | Fourth Omnibus Amendment, by and among Wise Alloys LLC, as seller/servicer, Wise Alloys Funding II LLC, as purchaser/seller, Hitachi Capital America Corp., as purchaser, Intesa Sanpaolo S.P.A., New York Branch, as purchaser, and Greensill Capital (UK) Ltd., as successor purchaser agent to Greensill Capital Inc., dated January 2, 2018 (incorporated by reference to Exhibit 10.31 of Constellium N.V.’s Form 20-F furnished March 12, 2018, File No. 001-35931)
10.25.5 |  | Fifth Omnibus Amendment, by and among Constellium Muscle Shoals LLC (f/k/a Wise Alloys LLC), as seller/servicer, Wise Alloys Funding II LLC, as purchaser/seller, Hitachi Capital America Corp., as purchaser, Intesa Sanpaolo S.P.A., New York Branch, as purchaser, and Greensill Capital (UK) Ltd., as purchaser agent, dated October 22, 2018**
10.28 |  | Amendment and Restatement Agreement, by and among Constellium lssoire, Constellium Neuf Brisach and Constellium Extrusions France, as Sellers, Constellium Holdco II BV, as Parent Company, Constellium Switzerland AG, as Sellers’ Agent, and FactoFrance S.A.S., as Factor, dated as of April 19, 2017 (incorporated by reference to Exhibit 10.6 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.29 |  | Long-Term Incentive Award Agreement, effective as of July 31, 2017 (incorporated by reference to Exhibit 10.7 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)

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10.30 |  | Form of 2017 Long-Term Incentive Award Agreement Award Letter (incorporated by reference to Exhibit 10.8 of Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.30.1 |  | 2018 Long Term Incentive Award Agreement, effective as of May 25, 2018**
10.30.2 |  | Form of 2018 Long Term Incentive Award Letter for a grant of Restricted Stock Units**
10.30.3 |  | Form of 2018 Long Term Incentive Award Letter for a grant of Restricted Stock Units and Performance Share Units**
10.30.4 |  | Long Term Incentive Award Letter—Clarification, dated as of June 26, 2018**
10.32 |  | Constellium-UACJ ABS LLC Financial Statements as of and for the years ended December 31, 2018, 2017 and 2016**
10.33 |  | Information under the heading “Description of Capital Stock” in Constellium N.V.’s Registration Statement on Form F-3ASR, filed with the SEC on October 30, 2017 (incorporated by reference to the “Description of Capital Stock” in Constellium N.V.’s Registration Statement on Form F-3ASR filed on October 30, 2017, File No. 333-221221)
10.34 |  | Constellium US Holdings I, LLC U.S. Nonqualified Deferred Compensation and Restoration Plan, effective as of January 1, 2019**
12.1 |  | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated as of March 11, 2019**
12.2 |  | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated as of March 11, 2019**
13.1 |  | Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated as of March 11, 2019**
13.2 |  | Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated as of March 11, 2019**
15.1 |  | Consent of Independent Registered Public Accounting Firm**
15.2 |  | Consent of Independent Registered Public Accounting Firm**
21.1 |  | List of subsidiaries**
101.INS |  | XBRL Instance Document**
101.SCH |  | XBRL Taxonomy Extension Schema Document**
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document**
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document**

** | Filed herein.

+ | Confidential treatment granted as to certain portions, which portions have been provided separately to the Securities and Exchange Commission.

‡ | Translated in part.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

CONSTELLIUM N.V.
By: |  | /s/ Jean-Marc Germain
|  | Name: |  | Jean-Marc Germain
|  | Title: |  | Chief Executive Officer

Date: March 11, 2019

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INDEX TO FINANCIAL STATEMENTS

Constellium N.V. Audited Consolidated Financial Statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016

Report of Independent Registered Public Accounting Firm |  |  | F-2 |
Consolidated Income Statement |  |  | F-4 |
Consolidated Statement of Comprehensive Income / (Loss) |  |  | F-5 |
Consolidated Statement of Financial Position |  |  | F-6 |
Consolidated Statement of Changes in Equity |  |  | F-7 |
Consolidated Statement of Cash Flows |  |  | F-8 |
Notes to the Consolidated Financial Statements |  |  | F-9 |

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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Constellium N.V.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Constellium N.V. and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income/ (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as endorsed by the European Union. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15B. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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##### Table of Contents

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Neuilly-sur-Seine, France

PricewaterhouseCoopers Audit

/s/ Cédric Le Gal

Cédric Le Gal

Partner

March 11, 2019

We have served as the Company’s auditor since 2011.

F-3

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CONSOLIDATED INCOME STATEMENT

(in millions of Euros) |  | Notes |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Revenue |  | 3 |  |  | 5,686 |  |  |  | 5,237 |  |  |  | 4,743 |
Cost of sales |  |  |  |  | (5,148 | ) |  |  | (4,682 | ) |  |  | (4,208 | )
Gross profit |  |  |  |  | 538 |  |  |  | 555 |  |  |  | 535 |
Selling and administrative expenses |  |  |  |  | (247 | ) |  |  | (247 | ) |  |  | (253 | )
Research and development expenses |  |  |  |  | (40 | ) |  |  | (36 | ) |  |  | (31 | )
Restructuring costs |  |  |  |  | (1 | ) |  |  | (4 | ) |  |  | (5 | )
Other gains / (losses)—net |  | 8 |  |  | 154 |  |  |  | 70 |  |  |  | 21 |
Income from operations |  |  |  |  | 404 |  |  |  | 338 |  |  |  | 267 |
Finance costs—net |  | 10 |  |  | (149 | ) |  |  | (260 | ) |  |  | (188 | )
Share of loss of joint-ventures |  | 18 |  |  | (33 | ) |  |  | (29 | ) |  |  | (14 | )
Income before income tax |  |  |  |  | 222 |  |  |  | 49 |  |  |  | 65 |
Income tax expense |  | 11 |  |  | (32 | ) |  |  | (80 | ) |  |  | (69 | )
Net income / (loss) |  |  |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )
Net income / (loss) attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of Constellium |  |  |  |  | 188 |  |  |  | (31 | ) |  |  | (4 | )
Non-controlling interests |  |  |  |  | 2 |  |  |  | — |  |  |  | — |
Net income / (loss) |  |  |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )

Earnings per share attributable to the equity holders of Constellium

(in Euros per share) |  | Notes |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Basic |  | 12 |  |  | 1.40 |  |  |  | (0.28 | ) |  |  | (0.04 | )
Diluted |  | 12 |  |  | 1.37 |  |  |  | (0.28 | ) |  |  | (0.04 | )

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS)

(in millions of Euros) |  | Notes |  |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Net income / (loss) |  |  |  |  |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )
Other comprehensive income / (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Items that will not be reclassified subsequently to the consolidated income statement |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Remeasurement on post-employment benefit obligations |  |  |  |  |  |  | 24 |  |  |  | 12 |  |  |  | (20 | )
Income tax on remeasurement on post-employment benefit obligations |  |  |  |  |  |  | (6 | ) |  |  | (8 | ) |  |  | 2 |
Items that may be reclassified subsequently to the consolidated income statement |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash flow hedges |  |  | 23 |  |  |  | (25 | ) |  |  | 46 |  |  |  | (27 | )
Net investment hedges |  |  | 23 |  |  |  | (4 | ) |  |  | — |  |  |  | — |
Income tax on hedges |  |  | 19 |  |  |  | 8 |  |  |  | (15 | ) |  |  | 9 |
Currency translation differences |  |  |  |  |  |  | 10 |  |  |  | (20 | ) |  |  | 6 |
Other comprehensive income / (loss) |  |  |  |  |  |  | 7 |  |  |  | 15 |  |  |  | (30 | )
Total comprehensive income / (loss) |  |  |  |  |  |  | 197 |  |  |  | (16 | ) |  |  | (34 | )
Attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of Constellium |  |  |  |  |  |  | 195 |  |  |  | (15 | ) |  |  | (34 | )
Non-controlling interests |  |  |  |  |  |  | 2 |  |  |  | (1 | ) |  |  | — |
Total comprehensive income / (loss) |  |  |  |  |  |  | 197 |  |  |  | (16 | ) |  |  | (34 | )

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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##### Table of Contents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions of Euros) |  | Notes |  |  | At December 31, 2018 |  |  | At December 31, 2017 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 13 |  |  |  | 164 |  |  |  | 269 |
Trade receivables and other |  |  | 14 |  |  |  | 587 |  |  |  | 419 |
Inventories |  |  | 15 |  |  |  | 660 |  |  |  | 643 |
Other financial assets |  |  | 22 |  |  |  | 30 |  |  |  | 69 |
|  |  |  |  |  |  | 1,441 |  |  |  | 1,400 |
Non-current assets |  |  |  |  |  |  |  |  |  |  |  |
Property, plant and equipment |  |  | 16 |  |  |  | 1,666 |  |  |  | 1,517 |
Goodwill |  |  | 17 |  |  |  | 422 |  |  |  | 403 |
Intangible assets |  |  | 17 |  |  |  | 70 |  |  |  | 68 |
Investments accounted for under the equity method |  |  | 18 |  |  |  | 1 |  |  |  | 1 |
Deferred income tax assets |  |  | 19 |  |  |  | 163 |  |  |  | 164 |
Trade receivables and other |  |  | 14 |  |  |  | 64 |  |  |  | 48 |
Other financial assets |  |  | 22 |  |  |  | 74 |  |  |  | 110 |
|  |  |  |  |  |  | 2,460 |  |  |  | 2,311 |
Total Assets |  |  |  |  |  |  | 3,901 |  |  |  | 3,711 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |
Trade payables and other |  |  | 20 |  |  |  | 968 |  |  |  | 930 |
Borrowings |  |  | 21 |  |  |  | 57 |  |  |  | 106 |
Other financial liabilities |  |  | 22 |  |  |  | 60 |  |  |  | 23 |
Income tax payable |  |  |  |  |  |  | 8 |  |  |  | 11 |
Provisions |  |  | 25 |  |  |  | 46 |  |  |  | 40 |
|  |  |  |  |  |  | 1,139 |  |  |  | 1,110 |
Non-current liabilities |  |  |  |  |  |  |  |  |  |  |  |
Trade payables and other |  |  | 20 |  |  |  | 27 |  |  |  | 54 |
Borrowings |  |  | 21 |  |  |  | 2,094 |  |  |  | 2,021 |
Other financial liabilities |  |  | 22 |  |  |  | 29 |  |  |  | 43 |
Pension and other post-employment benefit obligations |  |  | 24 |  |  |  | 610 |  |  |  | 664 |
Provisions |  |  | 25 |  |  |  | 94 |  |  |  | 113 |
Deferred income tax liabilities |  |  | 19 |  |  |  | 22 |  |  |  | 25 |
|  |  |  |  |  |  | 2,876 |  |  |  | 2,920 |
Total Liabilities |  |  |  |  |  |  | 4,015 |  |  |  | 4,030 |
Equity |  |  |  |  |  |  |  |  |  |  |  |
Share capital |  |  | 27 |  |  |  | 3 |  |  |  | 3 |
Share premium |  |  | 27 |  |  |  | 420 |  |  |  | 420 |
Retained deficit and other reserves |  |  |  |  |  |  | (545 | ) |  |  | (750 | )
Equity attributable to equity holders of Constellium |  |  |  |  |  |  | (122 | ) |  |  | (327 | )
Non-controlling interests |  |  |  |  |  |  | 8 |  |  |  | 8 |
Total Equity |  |  |  |  |  |  | (114 | ) |  |  | (319 | )
Total Equity and Liabilities |  |  |  |  |  |  | 3,901 |  |  |  | 3,711 |

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F-6

##### Table of Contents

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions of Euros) |  | Share capital |  |  | Share premium |  |  | Re- measurement |  |  | Cash flow hedges and net investment hedges |  |  | Foreign currency translation reserve |  |  | Other reserves |  |  | Retained losses |  |  | Total Equity holders of Constellium |  |  | Non- controlling interests |  |  | Total equity |
At January 1, 2018 |  |  | 3 |  |  |  | 420 |  |  |  | (147 | ) |  |  | 13 |  |  |  | (7 | ) |  |  | 25 |  |  |  | (634 | ) |  |  | (327 | ) |  |  | 8 |  |  |  | (319 | )
Change in accounting policies |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | (2 | ) |  |  | — |  |  |  | (2 | )
At January 1, 2018 restated |  |  | 3 |  |  |  | 420 |  |  |  | (147 | ) |  |  | 13 |  |  |  | (7 | ) |  |  | 25 |  |  |  | (636 | ) |  |  | (329 | ) |  |  | 8 |  |  |  | (321 | )
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 188 |  |  |  | 188 |  |  |  | 2 |  |  |  | 190 |
Other comprehensive income / (loss) |  |  | — |  |  |  | — |  |  |  | 18 |  |  |  | (21 | ) |  |  | 10 |  |  |  | — |  |  |  | — |  |  |  | 7 |  |  |  | — |  |  |  | 7 |
Total comprehensive income / (loss) |  |  | — |  |  |  | — |  |  |  | 18 |  |  |  | (21 | ) |  |  | 10 |  |  |  | — |  |  |  | 188 |  |  |  | 195 |  |  |  | 2 |  |  |  | 197 |
Transactions with equity holders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | 12 |
Transactions with non-controlling interests |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | (2 | )
At December 31, 2018 |  |  | 3 |  |  |  | 420 |  |  |  | (129 | ) |  |  | (8 | ) |  |  | 3 |  |  |  | 37 |  |  |  | (448 | ) |  |  | (122 | ) |  |  | 8 |  |  |  | (114 | )

(in millions of Euros) |  | Share capital |  |  | Share premium |  |  | Re- measurement |  |  | Cash flow hedges |  |  | Foreign currency translation reserve |  |  | Other reserves |  |  | Retained losses |  |  | Total Equity holders of Constellium |  |  | Non- controlling interests |  |  | Total equity |
At January 1, 2017 |  |  | 2 |  |  |  | 162 |  |  |  | (151 | ) |  |  | (18 | ) |  |  | 12 |  |  |  | 17 |  |  |  | (603 | ) |  |  | (579 | ) |  |  | 9 |  |  |  | (570 | )
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (31 | ) |  |  | (31 | ) |  |  | — |  |  |  | (31 | )
Other comprehensive income / (loss) |  |  | — |  |  |  | — |  |  |  | 4 |  |  |  | 31 |  |  |  | (19 | ) |  |  | — |  |  |  | — |  |  |  | 16 |  |  |  | (1 | ) |  |  | 15 |
Total comprehensive income / (loss) |  |  | — |  |  |  | — |  |  |  | 4 |  |  |  | 31 |  |  |  | (19 | ) |  |  | — |  |  |  | (31 | ) |  |  | (15 | ) |  |  | (1 | ) |  |  | (16 | )
Transactions with equity holders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share issuance |  |  | 1 |  |  |  | 258 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 259 |  |  |  | — |  |  |  | 259 |
Share-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8 |  |  |  | — |  |  |  | 8 |  |  |  | — |  |  |  | 8 |
Transactions with non-controlling interests |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
At December 31, 2017 |  |  | 3 |  |  |  | 420 |  |  |  | (147 | ) |  |  | 13 |  |  |  | (7 | ) |  |  | 25 |  |  |  | (634 | ) |  |  | (327 | ) |  |  | 8 |  |  |  | (319 | )

(in millions of Euros) |  | Share capital |  |  | Share premium |  |  | Re- measurement |  |  | Cash flow hedges |  |  | Foreign currency translation reserve |  |  | Other reserves |  |  | Retained losses |  |  | Total Equity holders of Constellium |  |  | Non- controlling interests |  |  | Total equity |
At January 1, 2016 |  |  | 2 |  |  |  | 162 |  |  |  | (133 | ) |  |  | — |  |  |  | 6 |  |  |  | 11 |  |  |  | (599 | ) |  |  | (551 | ) |  |  | 11 |  |  |  | (540 | )
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4 | ) |  |  | (4 | ) |  |  | — |  |  |  | (4 | )
Other comprehensive (loss) / income |  |  | — |  |  |  | — |  |  |  | (18 | ) |  |  | (18 | ) |  |  | 6 |  |  |  | — |  |  |  | — |  |  |  | (30 | ) |  |  | — |  |  |  | (30 | )
Total comprehensive (loss) / income |  |  | — |  |  |  | — |  |  |  | (18 | ) |  |  | (18 | ) |  |  | 6 |  |  |  | — |  |  |  | (4 | ) |  |  | (34 | ) |  |  | — |  |  |  | (34 | )
Transactions with equity holders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | — |  |  |  | 6 |
Transactions with non-controlling interests |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | (2 | )
At December 31, 2016 |  |  | 2 |  |  |  | 162 |  |  |  | (151 | ) |  |  | (18 | ) |  |  | 12 |  |  |  | 17 |  |  |  | (603 | ) |  |  | (579 | ) |  |  | 9 |  |  |  | (570 | )

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions of Euros) |  | Notes |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Net income / (loss) |  |  |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )
Adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | 16, 17 |  |  | 197 |  |  |  | 171 |  |  |  | 155 |
Finance costs—net |  | 10 |  |  | 149 |  |  |  | 260 |  |  |  | 188 |
Income tax expense |  | 11 |  |  | 32 |  |  |  | 80 |  |  |  | 69 |
Share of loss of joint-ventures |  | 18 |  |  | 33 |  |  |  | 29 |  |  |  | 14 |
Unrealized losses / (gains) on derivatives—net and from remeasurement of monetary assets and liabilities—net |  |  |  |  | 86 |  |  |  | (54 | ) |  |  | (74 | )
(Gains) / losses on disposal |  | 8 |  |  | (186 | ) |  |  | 3 |  |  |  | 10 |
Other—net |  |  |  |  | 14 |  |  |  | 7 |  |  |  | (14 | )
Interest paid |  |  |  |  | (129 | ) |  |  | (185 | ) |  |  | (174 | )
Income tax paid |  |  |  |  | (23 | ) |  |  | (18 | ) |  |  | (14 | )
Change in trade working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |
Inventories |  |  |  |  | (9 | ) |  |  | (99 | ) |  |  | (42 | )
Trade receivables |  |  |  |  | (145 | ) |  |  | (91 | ) |  |  | 28 |
Trade payables |  |  |  |  | (27 | ) |  |  | 124 |  |  |  | (18 | )
Margin calls |  |  |  |  | (5 | ) |  |  | — |  |  |  | — |
Change in provisions and pension obligations |  |  |  |  | (58 | ) |  |  | (24 | ) |  |  | (26 | )
Other working capital |  |  |  |  | (53 | ) |  |  | (12 | ) |  |  | (10 | )
Net cash flows from operating activities |  |  |  |  | 66 |  |  |  | 160 |  |  |  | 88 |
Purchases of property, plant and equipment |  | 4 |  |  | (277 | ) |  |  | (276 | ) |  |  | (355 | )
Acquisition of subsidiaries net of cash acquired |  |  |  |  | — |  |  |  | — |  |  |  | 21 |
Proceeds from disposals net of cash |  |  |  |  | 200 |  |  |  | 2 |  |  |  | (5 | )
Equity contribution and loan to joint-ventures |  |  |  |  | (24 | ) |  |  | (41 | ) |  |  | (37 | )
Other investing activities |  |  |  |  | 10 |  |  |  | 23 |  |  |  | 11 |
Net cash flows used in investing activities |  |  |  |  | (91 | ) |  |  | (292 | ) |  |  | (365 | )
Net proceeds received from issuance of shares |  |  |  |  | — |  |  |  | 259 |  |  |  | — |
Proceeds from issuance of Senior Notes |  | 21 |  |  | — |  |  |  | 1,440 |  |  |  | 375 |
Repayment of Senior Notes |  | 21 |  |  | — |  |  |  | (1,559 | ) |  |  | (148 | )
(Repayments) / proceeds from revolving credit facilities and other loans |  | 21 |  |  | (68 | ) |  |  | 29 |  |  |  | (69 | )
Payment of deferred financing costs and exit fees |  |  |  |  | — |  |  |  | (118 | ) |  |  | (19 | )
Transactions with non-controlling interests |  |  |  |  | — |  |  |  | — |  |  |  | (2 | )
Other financing activities |  |  |  |  | (14 | ) |  |  | 10 |  |  |  | 8 |
Net cash flows (used in) / from financing activities |  |  |  |  | (82 | ) |  |  | 61 |  |  |  | 145 |
Net (decrease) / increase in cash and cash equivalents |  |  |  |  | (107 | ) |  |  | (71 | ) |  |  | (132 | )
Cash and cash equivalents—beginning of year |  |  |  |  | 269 |  |  |  | 347 |  |  |  | 472 |
Cash and cash equivalents classified as held for sale—beginning of year |  |  |  |  | — |  |  |  | — |  |  |  | 4 |
Effect of exchange rate changes on cash and cash equivalents |  |  |  |  | 2 |  |  |  | (7 | ) |  |  | 3 |
Cash and cash equivalents—end of year |  | 13 |  |  | 164 |  |  |  | 269 |  |  |  | 347 |

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Notes to the Consolidated Financial Statements

NOTE 1—GENERAL INFORMATION

Constellium is a global leader in the design and manufacture of a broad range of innovative specialty rolled and extruded aluminium products, serving primarily the packaging, aerospace and automotive end-markets. The Group has a strategic footprint of manufacturing facilities located in North America, Europe and China and operates 26 production facilities, 3 administrative centers and 3 R&D centers. The Group has approximately 13,000 employees.

Constellium is a public company with limited liability. The business address (head office) of Constellium N.V. is Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, the Netherlands.

Unless the context indicates otherwise, when we refer to “we”, “our”, “us”, “Constellium”, the “Group” and the “Company” in this document, we are referring to Constellium N.V. and its subsidiaries.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

The Consolidated Financial Statements of Constellium N.V. and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union (EU). The Group’s application of IFRS results in no difference between IFRS as issued by the IASB and IFRS as endorsed by the EU (https://ec.europa.eu/info/law/international-accounting-standards-regulation-ec-no-1606-2002_en).

The Consolidated Financial Statements have been authorized for issue by the Board of Directors on March 11, 2019.

2.2 Application of new and revised IFRS

The Group has adopted IFRS 15—Revenue from Contracts with Customers and IFRS 9—Financial Instruments effective January 1, 2018.

Several other amendments and interpretations apply for the first time in 2018, but do not have any impact on the Consolidated Financial Statements of the Group. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 supersedes IAS 11—Construction Contracts, IAS 18—Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognized in an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The Group adopted IFRS 15 using the cumulative effect method of adoption at the date of initial application for contracts that were not completed at that date. There was no cumulative effect adjustment to the opening balance of retained earnings in the Consolidated Financial Statements of Financial Position as of January 1, 2018, as a result of the adoption of IFRS 15.

The Group primarily contracts with customers for the sale of rolled or extruded aluminium products. For the majority of our business, performance obligations with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in the near-term. These purchase orders are short-term in nature, although they may be governed by long-term multi-year frame agreements.

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The Group has concluded that revenue from sale of goods, measured at the fair value of the consideration received or receivable, should be recognized at the point in time when control of the asset is transferred to the customer, generally upon delivery, similar to the Group revenue recognition model under IAS 18. In certain limited circumstances, the Group may be required to recognize revenue over time for products that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. This could result in recognizing revenue earlier than under prior IFRS rules which required recognition at a point in time for these transactions. However, as of the date of initial application and for the year ended December 31, 2018, IFRS 15 had no impact on the timing of our revenue recognition.

Revenue is measured at the fair value of the consideration received or receivable. Revenue from product sales, net of trade discounts, allowances and volume-based incentives, is recognized for the amount the Group expects to be entitled to, generally upon delivery, and provided persuasive evidence that control has transferred.

Upon adoption of IFRS 15, the Group made the following reclassifications in its opening financial position:

(in millions of Euros) |  | Carrying amount December 31, 2017 |  |  | Contract liabilities reclassification |  |  | Carrying amount January 1, 2018 |
Trade receivables and other |  |  | 467 |  |  |  | 18 |  |  |  | 485 |
Trade payables and other |  |  | (984 | ) |  |  | (41 | ) |  |  | (1,025 | )
Provisions |  |  | (153 | ) |  |  | 23 |  |  |  | (130 | )

Contract liabilities, which have been reclassified, consist of expected volume discounts, rebates, incentives, refunds and penalties and price concessions. Contract liabilities were previously presented as provisions or as a reduction in trade receivables. Contract liabilities as of December 31, 2018 are presented in NOTE 20—Trade payables and other.

IFRS 9 Financial Instruments

IFRS 9 replaces the provisions of IAS 39 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting.

The adoption of IFRS 9—Financial Instruments from January 1, 2018 resulted in changes in accounting policies and adjustments to the amounts recognized in the Consolidated Financial Statements. The new accounting policies are set out in the note below. In accordance with the transitional provisions in IFRS 9, comparative figures have not been restated.

i. Classification and measurement

On January 1, 2018 (the date of initial application of IFRS 9), the Group’s management assessed which business models apply to the financial assets held by the group and classified its financial instruments into the appropriate IFRS 9 categories. The main effect results from the reclassification of Trade receivables from the Loan and receivables category to Fair value through OCI category (FVOCI), as receivables may be either held until collection or sold as part of factoring arrangements. There was no significant difference between the previous carrying amount and the fair value of the other financial assets as of January 1, 2018 to be recognized in opening retained earnings, as a result of their liquidity or short maturity.

Consistent with IAS 39, derivatives are required to be held at Fair Value through Profit and Loss (FVPL) under IFRS 9 as they do not meet the criteria for amortized cost or FVOCI unless they are designated for hedge accounting.

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• Financial assets

Financial assets are classified either: (a) at amortized cost, (b) at fair value through other comprehensive income (FVOCI), or (c) at fair value through profit or loss (FVPL). The classification depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing the financial assets. Management determines the classification of Constellium’s financial assets at initial recognition.

| i. | Assets at amortized cost are comprised of other receivables, non-current loans receivable and current loans receivable in the Consolidated Statement of Financial Position. They are held within a business model whose objective is to hold assets in order to collect contractual cash flows provided they give rise to cash flows that are ‘solely payments of principal and interest’ on the principal amount outstanding. They are carried at amortized cost using the effective interest rate method, less any impairment. They are classified as current or non-current assets based on their maturity date.

| ii. | Assets at fair value through OCI are comprised of trade receivables in the Consolidated Statement of Financial Position. The business model is to maintain liquidity for the Group, should the need arise, which leads to sales through factoring agreements that are more than infrequent and significant in value. Therefore, trade receivables are managed under an objective that results in both collecting the contractual cash flows and selling the receivables to the factors. The portfolio of trade receivables is therefore classified as measured at fair value through OCI. Foreign exchange revaluation and impairment losses or reversals are recognized in profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss. These assets are classified as current or non-current assets based on their maturity date.

| iii. | Assets at fair value through profit or loss are comprised of derivatives except when they are designated as hedging instruments in a hedging relationship that qualifies for hedge accounting in accordance with IAS 39, ‘Financial instruments’. Financial assets carried at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the Consolidated Income Statement.

• Financial liabilities

Borrowings and other financial liabilities (excluding derivative liabilities) are recognized initially at fair value, net of transaction costs incurred and directly attributable to the issuance of the liability. These financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Any difference between the amounts originally received (net of transaction costs) and the redemption value is recognized in the Consolidated Income Statement using the effective interest rate method.

ii. Impairment of financial assets

Financial assets subject to IFRS 9’s new expected credit loss model includes: cash and cash equivalents, trade receivables and other and loans to joint ventures.

The impact of the change in impairment methodology on the Group’s retained earnings and equity is disclosed as follows:

| • |  | For cash and cash equivalents, the identified impairment loss was immaterial.

| • |  | For trade receivables and other (including contract assets and other receivables), the group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The application of the IFRS 9 expected credit loss model resulted in an immaterial impairment loss.

| • |  | For loans to joint ventures the application of the amendment to IAS 28 and the IFRS 9 expected credit loss model resulted in the recognition of a loss allowance of €2 million in opening retained earnings net of tax (previous loss allowance was nil).

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iii. Hedging

The Group did not adopt the disposition of IFRS 9 on hedging and will therefore continue to apply the provisions of IAS 39. (Refer to Note 2.6)

iv. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

2.3 New standards and interpretations not yet mandatorily applicable

The Group has not applied the following new standards and interpretations that have been issued but are not yet effective and which could affect the Group’s future Consolidated Financial Statements:

IFRS 16—Leases, deals with principles for the recognition, measurement, presentation and disclosures of leases. The standard provides an accounting model, requiring a lessee to recognize assets and liabilities for eligible leases.

The standard will replace IAS 17—Leases and will be effective for accounting years beginning on or after January 1, 2019. The Group plans to adopt IFRS 16 retrospectively with the cumulative effect of initially applying the standard recognized at the initial date of application. The group has elected to apply the practical expedients for low value assets, short term leases and non-lease components as a single component.

The group expects to recognize right-of-use assets of approximately €102 million and lease liabilities of €102 million on January 1, 2019.

IFRIC 23—Uncertainty over Income Tax Treatments

This interpretation provides a framework to consider, recognize and measure the accounting impact of tax uncertainties. It specifies how to determine the unit of account and the recognition and measurement guidance to be applied to that unit. The interpretation also explains when to reconsider the accounting for a tax uncertainty, and it states specifically that the absence of comment from the tax authority is unlikely, in isolation, to trigger a reassessment. The impact of this interpretation on the Group’s results and financial situation is being evaluated. The Company expects no significant impact on its Consolidated Financial Statements from the effect of applying IFRIC 23.

The interpretation is effective for annual years beginning on or after January 1, 2019.

The Group plans to adopt the new standards and interpretations on their required effective dates.

2.4 Basis of preparation

In accordance with IAS 1—Presentation of Financial Statements, the Consolidated Financial Statements are prepared on the assumption that Constellium is a going concern and will continue in operation for the foreseeable future.

The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Consolidated Financial Statements respectively in NOTE 13—Cash and Cash Equivalents, NOTE 21—Borrowings and NOTE 23—Financial Risk Management.

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The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, including an assessment of the current macroeconomic environment, indicate that the Group should be able to operate within the level of its current facilities and related covenants.

Accordingly, the Group continues to adopt the going concern basis in preparing the Consolidated Financial Statements. Management considers that this assumption is not invalidated by the Group’s negative equity at December 31, 2018. This assessment was confirmed by the Board of Directors on March 11, 2019.

2.5 Presentation of the operating performance of each operating segment and of the Group

In accordance with IFRS 8—Operating Segments, operating segments are based upon the product lines, markets and industries served, and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.

Constellium’s CODM measures the profitability and financial performance of its operating segments based on Adjusted EBITDA as it illustrates the underlying performance of continuing operations by excluding certain non-recurring and non-operating items. Adjusted EBITDA is defined as income /(loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.

2.6 Principles governing the preparation of the Consolidated Financial Statement

Basis of consolidation

These Consolidated Financial Statements include all the assets, liabilities, equity, revenues, expenses and cash flows of the entities and businesses controlled by Constellium. All intercompany transactions and balances are eliminated.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group has power over the investee, is exposed to, or has rights to variable returns from its involvement in the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Investments over which the Group has significant influence are accounted for under the equity method. Investments over which the Group has joint control are accounted for either as joint ventures under the equity method or as joint arrangements in relation to their interest in the joint operation.

Joint venture investments are initially recorded at cost. Subsequently they are increased or decreased by the Group’s share in the profit or loss, or by other movements reflected directly in the equity of the entity.

Business combinations

The Group applies the acquisition method to account for business combinations.

The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities assumed and the equity interests issued by the Group. The consideration transferred includes the fair

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value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The amount of non-controlling interests is determined for each business combination and is either based on the fair value (full goodwill method) or the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets, resulting in recognition of only the share of goodwill attributable to equity holders of the parent (partial goodwill method).

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the amount of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as a gain in Other gains / (losses)—net in the Consolidated Income Statement.

At the acquisition date, the Group recognizes the identifiable acquired assets, liabilities and contingent liabilities (identifiable net assets) of the subsidiaries on the basis of fair value at the acquisition date. Recognized assets and liabilities may be adjusted during a maximum of 12 months from the acquisition date, depending on new information obtained about the facts and circumstances existing at the acquisition date.

Significant assumptions used in determining allocation of fair value include the following valuation techniques: the cost approach, the income approach and the market approach which are determined based on cash flow projections and related discount rates, industry indices, market prices regarding replacement cost and comparable market transactions.

Acquisition related costs are expensed as incurred and are included in Other gains / (losses)—net in the Consolidated Income Statement.

Cash-generating units

The reporting units (which generally correspond to industrial sites), the lowest level of the Group’s internal reporting, have been identified as cash-generating units.

Goodwill

Goodwill arising from a business combination is carried at cost as established at the date of the business combination less accumulated impairment losses, if any.

Goodwill is allocated and monitored at the operating segments level which are the groups of cash-generating units that are expected to benefit from the synergies of the combination. The operating segments represent the lowest levels within the Group at which the goodwill is monitored for internal management purposes.

Gains and losses on the disposal of a cash-generating unit include the carrying amount of goodwill relating to the cash-generating unit sold.

Impairment of goodwill

A group of cash-generating units to which goodwill is allocated is tested for impairment annually, or more frequently when there is an indication that the group of units may be impaired.

The net carrying value of a group of cash-generating units is compared to its recoverable amount, which is the higher of the value in use and the fair value less cost of disposal.

Value in use calculations use cash flow projections based on financial budgets approved by management and usually covering a 5-year period. Cash flows beyond this period are estimated using a perpetual long-term growth rate for the subsequent years.

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The value in use is the sum of discounted cash flows over the projected period and the terminal value. Discount rates are determined based on the weighted-average cost of capital of each operating segment.

The fair value is the price that would be received for the group of cash-generating units, in an orderly transaction, from a market participant. This value is estimated on the basis of available and relevant market data or a discounted cash flow model reflecting market participant assumptions.

An impairment loss is recognized for the amount by which the group of units carrying amount exceeds its recoverable amount.

Any impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the group of cash-generating units and then, to the other assets of the group of units pro rata on the basis of the carrying amount of each asset in the group of units.

Any impairment loss is recognized in the line Impairment in the Consolidated Income Statement. An impairment loss recognized for goodwill cannot be reversed in subsequent years.

Non-current assets (and disposal groups) classified as held for sale & Discontinued operations

IFRS 5—Non-current Assets Held for Sale and Discontinued Operations defines a discontinued operation as a component of an entity that (i) generates cash flows that are largely independent from cash flows generated by other components, (ii) is classified as held for sale or has been disposed of, and (iii) represents a separate major line of business or geographic areas of operations.

Assets and liabilities are classified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition.

Assets and liabilities are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.

Assets and liabilities held for sale are presented in separate line items in the Consolidated Statement of Financial Position of the year during which the decision to sell is made.

The results of discontinued operations are shown separately in the Consolidated Income Statement and Consolidated Statement of Cash Flows.

Foreign currency transactions and foreign operations

Functional currency

Items included in the Consolidated Financial Statements of each of the entities and businesses of Constellium are measured using the currency of the primary economic environment in which each of them operates (their functional currency).

Foreign currency transactions

Transactions denominated in currencies other than the functional currency are recorded in the functional currency at the exchange rate in effect at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the Consolidated Income Statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

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Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented within Finance costs—net.

Realized foreign exchange gains and losses that relate to commercial transactions are presented in Cost of sales. All other foreign exchange gains and losses, including those that relate to foreign currency derivatives hedging commercial transactions, are presented within Other gains / (losses)—net.

Foreign operations: presentation currency and foreign currency translation

In the preparation of the Consolidated Financial Statements, the year-end balances of assets, liabilities and components of equity of Constellium’s entities and businesses are translated from their functional currencies into Euros, the presentation currency of the Group, at their respective year-end exchange rates. Revenue, expenses and cash flows of Constellium’s entities and businesses are translated from their functional currencies into Euros using their respective average exchange rates for the year.

The net differences arising from exchange rate translation are recognized in the Consolidated Statement of Comprehensive Income / (Loss).

The following table summarizes the main exchange rates used for the preparation of the Consolidated Financial Statements:

|  |  |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Foreign exchange rate for 1 Euro |  |  |  | Average rate |  |  | Closing rate |  |  | Average rate |  |  | Closing rate |  |  | Average rate |  |  | Closing rate |
U.S. Dollars |  | USD |  |  | 1.1798 |  |  |  | 1.1450 |  |  |  | 1.1273 |  |  |  | 1.1993 |  |  |  | 1.1063 |  |  |  | 1.0541 |
Swiss Francs |  | CHF |  |  | 1.1546 |  |  |  | 1.1269 |  |  |  | 1.1103 |  |  |  | 1.1702 |  |  |  | 1.0901 |  |  |  | 1.0739 |
Czech Koruna |  | CZK |  |  | 25.6452 |  |  |  | 25.7240 |  |  |  | 26.3151 |  |  |  | 25.5349 |  |  |  | 27.0342 |  |  |  | 27.0210 |

Research and development costs

Costs incurred on development projects are recognized as intangible assets when the following criteria are met:

| - |  | It is technically feasible to complete the intangible asset so that it will be available for use;

| - |  | Management intends to complete and use the intangible asset;

| - |  | There is an ability to use the intangible asset;

| - |  | It can be demonstrated how the intangible asset will generate probable future economic benefits;

| - |  | Adequate technical, financial and other resources to complete the development and use or sell the intangible asset are available; and

| - |  | The expenditure attributable to the intangible asset during its development can be reliably measured.

Development expenditures which do not meet these criteria are expensed as incurred. Development costs previously recognized as expenses are not recognized as an asset in a subsequent period.

Other gains / (losses)—net

Other gains / (losses)—net include: (i) realized and unrealized gains and losses on derivatives contracted for commercial purposes and accounted for at fair value through profit or loss, (ii) unrealized exchange gains and losses from the remeasurement of monetary assets and liabilities and (iii) the ineffective portion of changes in fair value of derivatives, which are designated for hedge accounting.

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Other gains / (losses)—net separately identifies other unusual, infrequent or non-recurring items. Such items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence. In determining whether an event or transaction is specific, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

Interest income and expense

Interest income is recorded using the effective interest rate method on loans, receivables and on the interest bearing components of cash and cash equivalents.

Interest expense on short and long-term financing is recorded at the relevant rates on the various borrowing agreements.

Borrowing costs (including interests) incurred for the construction of any qualifying asset are capitalized during the period of time required to complete and prepare the asset for its intended use.

Share-based payment arrangements

Equity-settled share-based payments to employees and Board members providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting year, the Group revises its estimate of the number of equity instruments expected to vest.

Property, plant and equipment

Recognition and measurement

Property, plant and equipment acquired by the Company are recorded at cost, which comprises the purchase price (including import duties and non-refundable purchase taxes), any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated close down and restoration costs associated with the asset. Borrowing costs (including interests) directly attributable to the acquisition or construction of a Property, plant and equipment are included in the cost. Subsequent to the initial recognition, Property, plant and equipment are measured at cost less accumulated depreciation and impairment, if any. Costs are capitalized into construction work-in-progress until such projects are completed and the assets are available for use.

Subsequent costs

Enhancements and replacements are capitalized as additions to Property, plant and equipment only when it is probable that future economic benefits associated with them will flow to the Company and the cost of the item can be measured with reliability. Ongoing regular maintenance costs related to Property, plant and equipment are expensed as incurred.

Depreciation

Land is not depreciated. Property, plant and equipment are depreciated over the estimated useful lives of the related assets using the straight-line method as follows:

| - |  | Buildings 10 – 50 years;

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| - |  | Machinery and equipment 3 – 40 years;

| - |  | Vehicles 5 – 8 years.

Intangible assets

Recognition and measurement

Technology and customer relationships acquired in a business combination are recognized at fair value at the acquisition date. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses. The useful lives of the Group intangible assets are assessed to be finite.

Amortization

Intangible assets are amortized over the estimated useful lives of the related assets using the straight-line method as follows:

| - |  | Technology 20 years;

| - |  | Customer relationships 25 years;

| - |  | Software 3 – 5 years.

Impairment of property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets subject to amortization are reviewed for impairment if there is any indication that the carrying amount of the asset (or cash-generating unit to which it belongs) may not be recoverable. The recoverable amount is based on the higher of fair value less cost of disposal (market value) and value in use (determined using estimates of discounted future net cash flows of the asset or group of assets to which it belongs).

Any impairment loss is recognized in the line Impairment in the Consolidated Income Statement.

Derivatives financial instruments

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, relevant market prices are used to determine fair values. The Group periodically estimates the impact of credit risk on its derivatives instruments aggregated by counterparties and takes it into account when estimating the fair value of its derivatives.

Credit Value Adjustments are calculated for asset derivatives based on Constellium counterparties credit risk. Debit Value Adjustments are calculated for credit derivatives based on Constellium own credit risk. The fair value method used is based on historical probability of default, provided by leading rating agencies.

For derivative instruments that do not qualify for hedge accounting, changes in the fair value are recognized immediately in profit or loss and are included in ‘Other gains / (losses)—net’.

For derivative instruments that are designated for hedge accounting, the group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk

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management objective and strategy for undertaking the hedge transaction. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in cash flows of hedged items.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in Other Comprehensive Income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognized immediately in the Consolidated Income Statement in ‘Other gains / (losses)—net’.

Amounts accumulated in equity are reclassified to the Consolidated Income Statement when the hedged item affects the Consolidated Income Statement. The gain or loss relating to the effective portion of derivative instruments hedging forecasted cash-flows under customer agreements is recognized in ‘Revenue’. When the forecasted transaction that is hedged results in the recognition of a non-financial asset, the gains and losses previously deferred in equity are reclassified from equity and included in the initial measurement of the cost of the asset. The deferred amounts would ultimately be recognized in the Consolidated Income Statement upon the sale, depreciation or impairment of the asset.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecasted transaction is ultimately recognized in the Consolidated Income Statement. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was recognized in equity is immediately reclassified to the Consolidated Income Statement.

Leases

Constellium as the lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Various buildings, machinery and equipment are leased from third parties under operating lease agreements. Under operating leases, lease payments are recognized as rent expense on a straight-line basis over the term of the lease agreement, and are included in Cost of sales or Selling and administrative expenses, depending on the nature of the leased assets.

Leases of property, plant and equipment under which the Group has substantially all the risks and rewards of ownership are classified as finance leases. Various buildings and equipment are leased from third parties under finance lease agreements. Under such finance leases, the asset financed is recognized in Property, plant and equipment and the financing is recognized as a financial liability, in Borrowings.

Constellium as the lessor

Certain land, buildings, machinery and equipment are leased to third parties under finance lease agreements. At lease inception, the net book value of the related assets is removed from Property, plant and equipment and a Finance lease receivable is recorded at the lower of the fair value and the aggregate future cash payments to be received from the lessee computed at an interest rate implicit in the lease. As the Finance lease receivable from the lessee is due, interest income is recognized.

Inventories

Inventories are valued at the lower of cost and net realizable value, primarily on a weighted-average cost basis.

Weighted-average costs for raw materials, stores, work in progress and finished goods are calculated using the costs experienced in the current period based on normal operating capacity (and include the purchase price of materials, freight, duties and customs, the costs of production, which includes labor costs, materials and other expenses, that are directly attributable to the production process and production overheads).

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Trade account receivables

Recognition and measurement

Trade account receivables are recognized at fair value through OCI since they are managed under an objective that results in both collecting the contractual cash flows and selling the receivables to the factors. Prior to the adoption of IFRS 9, trade account receivables were recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less impairment. In prior years, the impairment of trade receivables was assessed based on the incurred loss model. Individual receivables known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively, to determine whether there was an objective evidence that an impairment had been incurred but not yet identified.

Factoring arrangements

In non-recourse factoring arrangements, under which the Group has transferred substantially all the risks and rewards of ownership of the receivables, the receivables are derecognized from the Consolidated Statement of Financial Position. When trade account receivables are sold with limited recourse, and substantially all the risks and rewards associated with these receivables are not transferred, receivables are not derecognized. Where the entity does not derecognize the receivables, the cash received from the Factor is classified as a financing cash inflow, the derecognition of the related liability as a financing cash outflow and the settlement of the receivables as an operating cash inflow. Arrangements in which the Group derecognizes receivables result in changes in trade receivables, which are reflected as cash flows from operating activities.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash in bank accounts and on hand, short-term deposits held on call with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and are subject to insignificant risk of changes in value, less bank overdrafts that are repayable on demand, provided there is an offset right.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Trade payables

Trade payables are initially recorded at fair value and classified as current liabilities if payment is due in one year or less.

Provisions

Provisions are recorded for the best estimate of expenditures required to settle liabilities of uncertain timing or amount when management determines that a legal or constructive obligation exists as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and such amounts can be reasonably estimated. Provisions are measured at the present value of the expected expenditures to be required to settle the obligation.

The ultimate cost to settle such liabilities is uncertain, and cost estimates can vary in response to many factors. The settlement of these liabilities could materially differ from recorded amounts. In addition, the expected timing of expenditure can also change. As a result, there could be significant adjustments to provisions, which could result in additional charges or recoveries affecting future financial results.

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Types of liabilities for which the Group establishes provisions include:

Close down and restoration costs

Estimated close down and restoration costs are accounted for in the year when the legal or constructive obligation arising from the related disturbance occurs and it is probable that an outflow of resources will be required to settle the obligation. These costs are based on the net present value of estimated future costs. Provisions for close down and restoration costs do not include any additional obligations which are expected to arise from future disturbance. The costs are estimated on the basis of a closure plan including feasibility and engineering studies, are updated annually during the life of the operation to reflect known developments (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to formal review at regular intervals each year.

The initial closure provision together with subsequent movements in the provisions for close down and restoration costs, including those resulting from new disturbance, updated cost estimates, changes to the estimated lives of operations and revisions to discount rates are capitalized within Property, plant and equipment. These costs are then depreciated over the remaining useful lives of the related assets. The amortization or unwinding of the discount applied in establishing the net present value of the provisions is charged to the Consolidated Income Statement as a financing cost.

Environmental remediation costs

Environmental remediation costs are accounted for based on the estimated present value of the costs of the Group’s environmental clean-up obligations. Movements in the environmental clean-up provisions are presented as an operating cost within Cost of sales. Remediation procedures may commence soon after the time at which the disturbance, remediation process and estimated remediation costs become known, and can continue for many years depending on the nature of the disturbance and the technical remediation.

Restructuring costs

Provisions for restructuring are recorded when Constellium’s management is demonstrably committed to the restructuring plan and where such liabilities can be reasonably estimated. The Group recognizes liabilities that primarily include one-time termination benefits, or severance, and contract termination costs, primarily related to equipment and facility lease obligations. These amounts are based on the remaining amounts due under various contractual agreements, and are periodically adjusted for any anticipated or unanticipated events or changes in circumstances that would reduce or increase these obligations.

Legal, tax and other potential claims

Provisions for legal claims are made when it is probable that liabilities will be incurred and when such liabilities can be reasonably estimated. For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is deemed to be probable and the loss is reasonably estimable.

Management determines the likelihood of an unfavorable outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals, process and outcomes of similar historical matters, amongst others. Once an unfavorable outcome is considered probable, management weights the probability of possible outcomes and the most likely loss is recorded.

Legal matters are reviewed on a regular basis to determine if there have been changes in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss. Depending on their nature, these costs may be charged to the line Cost of sales or Other gains / (losses)—net in the Consolidated Income

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Statement. Included in other potential claims are provisions for product warranties and guarantees to settle the net present value portion of any settlement costs for potential future legal actions, claims and other assertions that may be brought by Constellium’s customers or the end-users of products. Provisions for product warranty and guarantees are charged to the line Cost of sales in the Consolidated Income Statement.

When any legal action, claim or assertion related to product warranty or guarantee is settled, the net settlement amount incurred is charged against the provision established in the Consolidated Statement of Financial Position. The outstanding provision is reviewed periodically for adequacy and reasonableness by Constellium management.

Management establishes tax reserves and accrues interest thereon, if deemed appropriate, in expectation that certain tax return positions may be challenged and that the Group might not succeed in defending such positions, despite management’s belief that the positions taken were fully supportable.

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

For defined contribution plans, the contribution paid in respect of service rendered over the service year is recognized in the Consolidated Income Statement. This expense is included in Cost of sales, Selling and administrative expenses or Research and development expenses, depending on its nature.

For defined benefit plans, the retirement benefit obligation recognized in the Consolidated Statements of Financial Position represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. The effects of changes in actuarial assumptions and experience adjustments are presented in the Consolidated Statement of Comprehensive Income / (Loss). The amount charged to the Consolidated Income Statement in respect of these plans is included within the Income / (Loss) from operations except for the net Interest costs which are included within Finance costs—net.

The defined benefit obligations are assessed using the projected unit credit method. The most significant assumption is the discount rate.

Other post-employment benefit plans mainly relate to health and life insurance benefits to retired employees and in some cases to their beneficiaries and covered dependents. Eligibility for coverage is dependent upon certain age and service criteria. These benefit plans are unfunded and are accounted for as defined benefit obligations, as described above.

Other long-term employee benefits mainly include jubilees and other long-term disability benefits. For these plans, actuarial gains and losses arising in the year are recognized immediately in the Consolidated Income Statement.

Taxation

The current Income tax (expense) / benefit is calculated on the basis of the tax laws enacted or substantively enacted at the Consolidated Statement of Financial Position date in the countries where the Company and its subsidiaries operate and generate taxable income.

The Group is subject to income taxes in the Netherlands, France, United States and numerous other jurisdictions. Certain of Constellium’s businesses may be included in consolidated tax returns within the Company. In certain circumstances, these businesses may be jointly and severally liable with the entity filing the consolidated return, for additional taxes that may be assessed.

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective tax bases. This approach also requires the recognition of deferred income tax assets for operating loss carryforwards and tax credit carryforwards.

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The effect on deferred tax assets and liabilities of a change in tax rates and laws is recognized as income tax benefit/ (expense) in the year when the rate change is substantively enacted. Deferred income tax assets and liabilities are measured using tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on the tax rates and laws that have been enacted or substantively enacted at the date of the Consolidated Statement of Financial Position. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Presentation of financial statements

The Consolidated Financial Statements are presented in millions of Euros, except Earnings per share in Euros. Certain reclassifications may have been made to prior year amounts to conform to the current year presentation.

The net interest cost component of pension and other benefits expense which was previously presented as an expense in income from operations has been reclassified in Finance costs—net for €15 million, €17 million and €21 million for years ended December 31, 2018, 2017 and 2016 respectively. The change in presentation is expected to improve comparability with peers.

2.7 Judgments in applying accounting policies and key sources of estimation uncertainty

Many of the amounts included in the Consolidated Financial Statements involve the use of judgment and/or estimation. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, giving consideration to previous experience. However, actual results may differ from the amounts included in the Consolidated Financial Statements. Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include the items presented below.

Impairment tests for goodwill, intangible assets and property, plant and equipment

The determination of fair value and value in use of cash-generating units or groups of cash-generating units depends on a number of assumptions, in particular market data, estimated future cash flows and discount rates.

These assumptions are subject to risk and uncertainty. Any material changes in these assumptions could result in a significant change in a cash-generating units’ recoverable value or in a goodwill impairment. Details of the key assumptions applied are set out in NOTE 17—Intangible assets (including goodwill) and in NOTE 16—Property, plant and equipment.

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

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions and its determination requires the application of judgement. Assumptions used and judgements made in determining the defined benefit obligations and net pension costs include discount rates, rates of future compensation increase as well as the criteria considered to determine, in the context of a plan amendment, when the plan amendment has occurred.

Any material changes in these assumptions could result in a significant change in employee benefit expenses recognized in the Consolidated Income Statement, actuarial gains and losses recognized in Equity and prepaid and accrued benefits. Details of the key assumptions made and judgments applied are set out in NOTE 24—Pensions and other post-employment benefit obligations.

Taxes

Significant judgment is sometimes required in determining the accrual for income taxes as there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of

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business. The Group recognizes liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax provisions, results of operations and possibly cash flows in the year in which such determination is made.

Management judgment is required to determine the extent to which deferred tax assets can be recognized. In assessing the recognition of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be utilized. The deferred tax assets will be ultimately utilized to the extent that sufficient taxable profits will be available in the years in which the temporary differences become deductible. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction and takes into account the scheduled reversals of taxable and deductible temporary differences, past, current and expected future performance deriving from the budget, the business plan and tax planning strategies. Deferred tax assets are not recognized in the jurisdictions where it is less likely than not that sufficient taxable profits will be available against which the deductible temporary differences can be utilized.

Provisions

Provisions have been recorded for: (a) close-down and restoration costs; (b) environmental remediation and monitoring costs; (c) restructuring programs; (d) legal and other potential claims including provisions for income tax risks, product warranty and guarantees, at amounts which represent management’s best estimates of the expenditure required to settle the obligation at the date of the Consolidated Statement of Financial Position. Expectations are revised each year until the actual liability is settled, with any difference accounted for in the year in which the revision is made. Main assumptions used are described in NOTE 25—Provisions.

NOTE 3—REVENUE

3.1 Disaggregation of revenue

The following table presents our revenue by product line:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Packaging rolled products |  |  | 2,245 |  |  |  | 2,146 |  |  |  | 2,003 |
Automotive rolled products |  |  | 636 |  |  |  | 483 |  |  |  | 319 |
Specialty and other thin-rolled products |  |  | 169 |  |  |  | 176 |  |  |  | 160 |
Aerospace rolled products |  |  | 773 |  |  |  | 760 |  |  |  | 795 |
Transportation, Industry and other rolled products |  |  | 566 |  |  |  | 541 |  |  |  | 484 |
Automotive extruded products |  |  | 714 |  |  |  | 614 |  |  |  | 537 |
Other extruded products |  |  | 573 |  |  |  | 504 |  |  |  | 456 |
Other |  |  | 10 |  |  |  | 13 |  |  |  | (11 | )
Total Revenue |  |  | 5,686 |  |  |  | 5,237 |  |  |  | 4,743 |

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The following table presents our revenue by destination of shipment:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
France |  |  | 554 |  |  |  | 557 |  |  |  | 493 |
Germany |  |  | 1,339 |  |  |  | 1,217 |  |  |  | 1,042 |
United Kingdom |  |  | 175 |  |  |  | 188 |  |  |  | 203 |
Switzerland |  |  | 77 |  |  |  | 123 |  |  |  | 86 |
Other Europe |  |  | 1,038 |  |  |  | 940 |  |  |  | 798 |
United States |  |  | 1,897 |  |  |  | 1,691 |  |  |  | 1,511 |
Canada |  |  | 107 |  |  |  | 78 |  |  |  | 68 |
Asia and Other Pacific |  |  | 300 |  |  |  | 270 |  |  |  | 292 |
All Other |  |  | 199 |  |  |  | 173 |  |  |  | 250 |
Total Revenue |  |  | 5,686 |  |  |  | 5,237 |  |  |  | 4,743 |

Revenue is recognized at a point in time, except for certain products representing less than 1% of total revenue with no alternative use for which we have a right to payment.

3.2 Transaction price allocated to remaining performance obligations

The Company elected the practical expedient applicable to performance obligations that are part of contracts that have an original duration of one year or less. The transaction price allocated to remaining performance obligations that are part of contracts with an original duration of more than one year as of December 31, 2018 was immaterial.

NOTE 4—OPERATING SEGMENT INFORMATION

Management has defined Constellium’s operating segments based upon the product lines, markets and industries it serves, and prepares and reports operating segment information to Constellium’s chief operating decision maker (CODM) (see NOTE 2—Summary of Significant Accounting Policies) on that basis.

Packaging and Automotive Rolled Products (P&ARP)

P&ARP produces thin-gauge rolled products for customers in the beverage and closures, automotive, customized industrial sheet solutions and high-quality bright surface product markets. P&ARP operates four facilities, including Bowling Green, in three countries and has approximately 3,800 employees at December 31, 2018.

Aerospace and Transportation (A&T)

A&T focuses on thick-gauge rolled high value-added products for customers in the aerospace, defense and mass-transportation markets and engineering industries. A&T operates six facilities in three countries and has approximately 4,000 employees at December 31, 2018.

Automotive Structures and Industry (AS&I)

AS&I focuses on specialty products and supplies a variety of hard and soft alloy extruded products, including a range of technically advanced products, to the automotive, rail, industrial, energy and building industries, and to manufacturers of mass transport vehicles and shipbuilders. AS&I operates sixteen facilities in nine countries and has approximately 4,500 employees at December 31, 2018.

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Holdings & Corporate

Holdings & Corporate includes the net cost of Constellium’s head office and corporate support functions (including our technology centers).

Intersegment elimination

Intersegment trading is conducted on an arm’s length basis and reflects market prices.

The accounting principles used to prepare the Company’s operating segment information are the same as those used to prepare the Group’s Consolidated Financial Statements.

4.1 Segment Revenue

|  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
(in millions of Euros) |  | Segment revenue |  |  | Inter segment elimination |  |  | External revenue |  |  | Segment revenue |  |  | Inter segment elimination |  |  | External revenue |  |  | Segment revenue |  |  | Inter segment elimination |  |  | External revenue |
P&ARP |  |  | 3,059 |  |  |  | (9 | ) |  |  | 3,050 |  |  |  | 2,812 |  |  |  | (7 | ) |  |  | 2,805 |  |  |  | 2,498 |  |  |  | (16 | ) |  |  | 2,482 |
A&T |  |  | 1,389 |  |  |  | (50 | ) |  |  | 1,339 |  |  |  | 1,335 |  |  |  | (34 | ) |  |  | 1,301 |  |  |  | 1,302 |  |  |  | (23 | ) |  |  | 1,279 |
AS&I |  |  | 1,290 |  |  |  | (3 | ) |  |  | 1,287 |  |  |  | 1,123 |  |  |  | (5 | ) |  |  | 1,118 |  |  |  | 1,002 |  |  |  | (9 | ) |  |  | 993 |
Holdings & Corporate(A) |  |  | 10 |  |  |  | — |  |  |  | 10 |  |  |  | 13 |  |  |  | — |  |  |  | 13 |  |  |  | (11 | ) |  |  | — |  |  |  | (11 | )
Total |  |  | 5,748 |  |  |  | (62 | ) |  |  | 5,686 |  |  |  | 5,283 |  |  |  | (46 | ) |  |  | 5,237 |  |  |  | 4,791 |  |  |  | (48 | ) |  |  | 4,743 |

(A) | For the years ended December 31, 2018, 2017 and 2016, Holdings & Corporate segment includes revenues from supplying metal to third parties. For the year ended December 31, 2016, Holdings & Corporate segment includes a €20 million one-time payment related to the re-negotiation of a contract with one of Wise’s customers.

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4.2 Segment Adjusted EBITDA and reconciliation of Adjusted EBITDA to Net Income

(in millions of Euros) |  | Notes |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
P&ARP |  |  |  |  | 243 |  |  |  | 204 |  |  |  | 204 |
A&T |  |  |  |  | 152 |  |  |  | 146 |  |  |  | 118 |
AS&I |  |  |  |  | 125 |  |  |  | 120 |  |  |  | 104 |
Holdings & Corporate |  |  |  |  | (22 | ) |  |  | (22 | ) |  |  | (28 | )
Adjusted EBITDA |  |  |  |  | 498 |  |  |  | 448 |  |  |  | 398 |
Metal price lag(A) |  |  |  |  | — |  |  |  | 22 |  |  |  | 4 |
Start-up and development costs(B) |  |  |  |  | (21 | ) |  |  | (17 | ) |  |  | (25 | )
Manufacturing system and process transformation costs |  |  |  |  | — |  |  |  | (2 | ) |  |  | (5 | )
Wise integration and acquisition costs |  |  |  |  | — |  |  |  | — |  |  |  | (2 | )
Wise one-time costs(C) |  |  |  |  | — |  |  |  | — |  |  |  | (20 | )
Wise purchase price adjustment(D) |  |  |  |  | — |  |  |  | — |  |  |  | 20 |
Share-based compensation costs |  |  |  |  | (12 | ) |  |  | (8 | ) |  |  | (6 | )
Gains on pension plan amendments(E) |  | 24 |  |  | 36 |  |  |  | 20 |  |  |  | — |
Depreciation and amortization |  | 16, 17 |  |  | (197 | ) |  |  | (171 | ) |  |  | (155 | )
Restructuring costs |  |  |  |  | (1 | ) |  |  | (4 | ) |  |  | (5 | )
Unrealized (losses) / gains on derivatives |  | 8 |  |  | (84 | ) |  |  | 57 |  |  |  | 71 |
Unrealized exchange (losses) / gains from the remeasurement of monetary assets and liabilities—net |  | 8 |  |  | — |  |  |  | (4 | ) |  |  | 3 |
Gains / (losses) on disposals(F) |  | 8 |  |  | 186 |  |  |  | (3 | ) |  |  | (10 | )
Other(G) |  |  |  |  | (1 | ) |  |  | — |  |  |  | (1 | )
Income from operations |  |  |  |  | 404 |  |  |  | 338 |  |  |  | 267 |
Finance costs—net |  | 10 |  |  | (149 | ) |  |  | (260 | ) |  |  | (188 | )
Share of loss of joint-ventures |  | 18 |  |  | (33 | ) |  |  | (29 | ) |  |  | (14 | )
Income before income tax |  |  |  |  | 222 |  |  |  | 49 |  |  |  | 65 |
Income tax expense |  | 11 |  |  | (32 | ) |  |  | (80 | ) |  |  | (69 | )
Net income |  |  |  |  | 190 |  |  |  | (31 | ) |  |  | (4 | )

(A) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium Revenues are established and when aluminium purchase prices included in Cost of sales are established. The Group accounts for inventory using a weighted average price basis and this adjustment aims to remove the effect of volatility in LME prices. The calculation of the Group metal price lag adjustment is based on an internal standardized methodology calculated at each of Constellium’s manufacturing sites and is primarily calculated as the average value of product recorded in inventory, which approximates the spot price in the market, less the average value transferred out of inventory, which is the weighted average of the metal element of cost of sales, based on the quantity sold in the year.

(B) | For the years ended December 31, 2018 and 2017, start-up and development costs include respectively €21 million and €16 million related to new projects in our AS&I operating segment. For the year ended December 31, 2016, start-up and development costs include €20 million related to Automotive Body Sheet growth projects.

(C) | For the year ended December 31, 2016, Wise one-time costs related to a one-time payment of €20 million, recorded as a reduction of revenues, in relation to the re-negotiation of payment terms, pass through of Midwest premium amounts and other pricing mechanisms in a contract with one of Wise’s customers. We entered into the re-negotiation of these terms in order to align the terms of this contract, acquired during the acquisition of Wise, with Constellium’s normal business terms.

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(D) | The contractual price adjustment relating to the acquisition of Wise Metals Intermediate Holdings was finalized in 2016. We received a cash payment of €21 million and recorded a €20 million gain net of costs.

(E) | For the year ended December 31, 2018, the Group amended one of its OPEB plans in the US, which resulted in a €36 million gain. For the year ended December 31, 2017, amendments to certain Swiss pension plans, US pension plans and OPEB resulted in a €20 million gain.

(F) | In July 2018, Constellium completed the sale of the North Building assets of its Sierre plant in Switzerland to Novelis and contributed the Sierre site shared infrastructure to a joint-venture with Novelis, in exchange for cash consideration of €200 million. This transaction also resulted in the termination of the existing lease agreement for the North Building assets which had been leased and operated by Novelis since 2005. For the year ended December 31, 2018, the transaction generated a €190 million net gain (See NOTE 31 – Subsidiaries and operating segments).

(G) | For the year ended December 31, 2017, other includes €3 million of legal fees and lump-sum payments in connection with the renegotiation of a new 5-year collective bargaining agreement offset by accrual reversals of unused provisions related to one-time loss contingencies.

4.3 Segment capital expenditures

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
P&ARP |  |  | (97 | ) |  |  | (115 | ) |  |  | (166 | )
A&T |  |  | (70 | ) |  |  | (73 | ) |  |  | (96 | )
AS&I |  |  | (105 | ) |  |  | (83 | ) |  |  | (84 | )
Holdings & Corporate |  |  | (5 | ) |  |  | (5 | ) |  |  | (9 | )
Capital expenditures |  |  | (277 | ) |  |  | (276 | ) |  |  | (355 | )

4.4 Segment assets

Segment assets are comprised of total assets of Constellium by segment, less deferred income tax assets, cash and cash equivalents and other financial assets.

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
P&ARP |  |  | 1,791 |  |  |  | 1,629 |
A&T |  |  | 831 |  |  |  | 769 |
AS&I |  |  | 544 |  |  |  | 449 |
Holdings & Corporate |  |  | 304 |  |  |  | 252 |
Segment assets |  |  | 3,470 |  |  |  | 3,099 |
Unallocated: |  |  |  |  |  |  |  |
Deferred income tax assets |  |  | 163 |  |  |  | 164 |
Cash and cash equivalents |  |  | 164 |  |  |  | 269 |
Other financial assets |  |  | 104 |  |  |  | 179 |
Total Assets |  |  | 3,901 |  |  |  | 3,711 |

4.5 Information about major customers

Revenue in the P&ARP segment from sales to the Group’s largest customer was €812 million for the year ended December 31, 2018. Revenue in the P&ARP segment from sales to the Group’s two largest customers was €1,364 million and €1,220 million for the years ended December 31, 2017 and 2016 respectively. No other single customer contributed 10% or more to the Group’s revenue for 2018, 2017 and 2016.

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NOTE 5—INFORMATION BY GEOGRAPHIC AREA

Property, plant and equipment are reported based on the physical location of the assets:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
United States |  |  | 740 |  |  |  | 681 |
France |  |  | 613 |  |  |  | 586 |
Germany |  |  | 181 |  |  |  | 156 |
Czech Republic |  |  | 84 |  |  |  | 65 |
Other |  |  | 48 |  |  |  | 29 |
Total |  |  | 1,666 |  |  |  | 1,517 |

NOTE 6—EXPENSES BY NATURE

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Raw materials and consumables used |  |  | (3,561 | ) |  |  | (3,197 | ) |  |  | (2,792 | )
Employee benefit expenses |  |  | (927 | ) |  |  | (907 | ) |  |  | (876 | )
Energy costs |  |  | (140 | ) |  |  | (138 | ) |  |  | (140 | )
Sub-contractors |  |  | (92 | ) |  |  | (99 | ) |  |  | (108 | )
Freight out costs |  |  | (143 | ) |  |  | (124 | ) |  |  | (128 | )
Professional fees |  |  | (74 | ) |  |  | (77 | ) |  |  | (85 | )
Operating lease expenses |  |  | (31 | ) |  |  | (27 | ) |  |  | (27 | )
Depreciation and amortization |  |  | (197 | ) |  |  | (171 | ) |  |  | (155 | )
Other operating expenses |  |  | (271 | ) |  |  | (229 | ) |  |  | (186 | )
Other gains / (losses)—net |  |  | 154 |  |  |  | 70 |  |  |  | 21 |
Total operating expenses |  |  | (5,282 | ) |  |  | (4,899 | ) |  |  | (4,476 | )

NOTE 7—EMPLOYEE BENEFIT EXPENSES

(in millions of Euros) |  | Notes |  |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Wages and salaries |  |  |  |  |  |  | (889 | ) |  |  | (872 | ) |  |  | (841 | )
Pension costs—defined benefit plans |  |  | 24 |  |  |  | (20 | ) |  |  | (21 | ) |  |  | (22 | )
Other post-employment benefits |  |  | 24 |  |  |  | (6 | ) |  |  | (6 | ) |  |  | (7 | )
Share-based compensation |  |  | 30 |  |  |  | (12 | ) |  |  | (8 | ) |  |  | (6 | )
Total employee benefit expenses |  |  |  |  |  |  | (927 | ) |  |  | (907 | ) |  |  | (876 | )

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NOTE 8—OTHER GAINS / (LOSSES)—NET

(in millions of Euros) |  | Notes |  |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Realized gains / (losses) on derivatives (A) |  |  |  |  |  |  | 14 |  |  |  | — |  |  |  | (62 | )
Unrealized (losses) / gains on derivatives at fair value through profit and loss—net (A) |  |  | 4 |  |  |  | (84 | ) |  |  | 57 |  |  |  | 71 |
Unrealized exchange (losses) / gains from the remeasurement of monetary assets and liabilities—net |  |  | 4 |  |  |  | — |  |  |  | (4 | ) |  |  | 3 |
Gains on pension plan amendments(B) |  |  | 24 |  |  |  | 36 |  |  |  | 20 |  |  |  | — |
Gains / (losses) on disposal(C) |  |  |  |  |  |  | 186 |  |  |  | (3 | ) |  |  | (10 | )
Wise purchase price adjustment(D) |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 20 |
Other |  |  |  |  |  |  | 2 |  |  |  | — |  |  |  | (1 | )
Total other gains / (losses)—net |  |  |  |  |  |  | 154 |  |  |  | 70 |  |  |  | 21 |

(A) | Realized gains and losses are related to derivatives entered into with the purpose of mitigating exposure to volatility in foreign currencies and commodity prices. Unrealized gains and losses are related to derivatives that do not qualify for hedge accounting.

(B) | For the year ended December 31, 2018, the Group amended one of its OPEB plans in the US, which resulted in a €36 million gain. For the year ended December 31, 2017, amendments to certain Swiss pension plans, US pension plans and OPEB resulted in a €20 million gain.

(C) | In July 2018, Constellium completed the sale of the North Building assets of its Sierre plant in Switzerland to Novelis and contributed the Sierre site shared infrastructure to a joint-venture with Novelis, in exchange for cash consideration of €200 million. This transaction also resulted in the termination of the existing lease agreement for the North Building assets which had been leased and operated by Novelis since 2005. For the year ended December 31, 2018, the transaction generated a €190 million net gain (See NOTE 31—Subsidiaries and operating segments).

(D) | The contractual price adjustment relating to the acquisition of Wise Metals Intermediate Holdings was finalized in 2016. We received a cash payment of €21 million and recorded €20 million gain net of costs. The cash received was presented in net cash flows used in investing activities (acquisition of subsidiaries net of cash acquired) in the Consolidated Statement of Cash flows.

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NOTE 9—CURRENCY GAINS / (LOSSES)

Currency gains and losses, which are included in Income from operations, are as follows:

(in millions of Euros) |  | Notes |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Included in Revenue |  | 23 |  |  | 2 |  |  |  | 2 |  |  |  | — |
Included in Cost of sales |  |  |  |  | 2 |  |  |  | (4 | ) |  |  | 4 |
Included in Other gains / (losses)—net |  |  |  |  | 7 |  |  |  | (4 | ) |  |  | (3 | )
Total |  |  |  |  | 11 |  |  |  | (6 | ) |  |  | 1 |
Realized exchange gains / (losses) on foreign currency derivatives—net |  | 23 |  |  | 11 |  |  |  | (15 | ) |  |  | (46 | )
Unrealized (losses) / gains on foreign currency derivatives—net |  | 23 |  |  | (3 | ) |  |  | 17 |  |  |  | 40 |
Exchange gains / (losses) from the remeasurement of monetary assets and liabilities—net |  |  |  |  | 3 |  |  |  | (8 | ) |  |  | 7 |
Total |  |  |  |  | 11 |  |  |  | (6 | ) |  |  | 1 |

See NOTE 22—Financial Instruments and NOTE 23—Financial Risk Management for further information regarding the Company’s foreign currency derivatives and hedging activities.

Foreign currency translation reserve

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Foreign currency translation reserve at January 1 |  |  | (7 | ) |  |  | 12 |
Effect of currency translation differences |  |  | 10 |  |  |  | (19 | )
Foreign currency translation reserve at December 31 |  |  | 3 |  |  |  | (7 | )

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NOTE 10—FINANCE COSTS—NET

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Interest received |  |  | 7 |  |  |  | 7 |  |  |  | 5 |
Finance income |  |  | 7 |  |  |  | 7 |  |  |  | 5 |
Interest expense on borrowings(A) |  |  | (118 | ) |  |  | (147 | ) |  |  | (171 | )
Expenses on factoring arrangements |  |  | (18 | ) |  |  | (16 | ) |  |  | (12 | )
Interest expense on finance leases |  |  | (5 | ) |  |  | (3 | ) |  |  | (4 | )
Net loss on settlement of debt(B) |  |  | — |  |  |  | (91 | ) |  |  | (4 | )
Realized and unrealized gains / (losses) on debt derivatives at fair value(C) |  |  | 28 |  |  |  | (79 | ) |  |  | 45 |
Realized and unrealized exchange (losses) / gains on financing activities—net(C) |  |  | (22 | ) |  |  | 91 |  |  |  | (42 | )
Interest cost on pension and other benefits |  |  | (15 | ) |  |  | (17 | ) |  |  | (21 | )
Other finance expenses(D) |  |  | (10 | ) |  |  | (12 | ) |  |  | 5 |
Capitalized borrowing costs(E) |  |  | 4 |  |  |  | 7 |  |  |  | 11 |
Finance expenses |  |  | (156 | ) |  |  | (267 | ) |  |  | (193 | )
Finance costs—net |  |  | (149 | ) |  |  | (260 | ) |  |  | (188 | )

(A) | For the year ended December 31, 2018, the Group incurred mainly (i) €113 million of interest related to Constellium N.V. Senior Notes and (ii) €4million of interest expense and fees related to the Muscle Shoals and Ravenswood ABL Facility (“Pan US ABL”).

For the year ended December 31, 2017, the Group incurred (i) €136 million of interest related to Constellium N.V. Senior Notes, (ii) €7 million of interest related to the Muscle Shoals Senior Notes and (iii) €4 million of interest expense and fees related to the Muscle Shoals and Ravenswood ABL Facilities.

(B) | For the year ended December 31, 2017, net loss on settlement of debt related to (i) the Muscle Shoals Senior Notes redemption in February 2017 for €13 million and (ii) the Constellium N.V. Senior Notes redemption in November 2017 for €78 million. The total exit fees incurred and paid related to refinancings in 2017 amounted to €88 million.

(C) | The Group hedges the dollar exposure relating to the principal of its Constellium N.V. U.S. Dollar Senior Notes, for the portion that has not been used to finance directly or indirectly U.S. Dollar functional currency entities. Changes in the fair value of these hedging derivatives are recognized within Finance costs – net in the Consolidated Income Statement and largely offset the unrealized results related to Constellium N.V. U.S. Dollar Senior Notes revaluation.

(D) | For the year ended December 31, 2018, other finance expenses include a €6 million net loss resulting from the modification of our loan to Constellium-UACJ in February 2018.

(E) | Borrowing costs directly attributable to the construction of assets are capitalized. The capitalization rate used for the years ended December 31, 2018 and 2017 was 6%. The capitalization rate was 7% for the year ended December 31, 2016.

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NOTE 11—INCOME TAX

The current and deferred components of income tax are as follows:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Current tax expense |  |  | (30 | ) |  |  | (26 | ) |  |  | (19 | )
Deferred tax expense |  |  | (2 | ) |  |  | (54 | ) |  |  | (50 | )
Total income tax expense |  |  | (32 | ) |  |  | (80 | ) |  |  | (69 | )

Using a composite statutory income tax rate applicable by tax jurisdiction, the income tax can be reconciled as follows:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Income before income tax |  |  | 222 |  |  |  | 49 |  |  |  | 65 |
Composite statutory income tax rate applicable by tax jurisdiction |  |  | 24.1 | % |  |  | 31.9 | % |  |  | 24.9 | %
Income tax (expense) / benefit calculated at composite statutory tax rate applicable by tax jurisdiction |  |  | (53 | ) |  |  | (16 | ) |  |  | (16 | )
Tax effect of: |  |  |  |  |  |  |  |  |  |  |  |
Changes in recognized and unrecognized deferred tax assets(A) |  |  | 30 |  |  |  | (61 | ) |  |  | (45 | )
Change in tax rate(B) |  |  | — |  |  |  | (11 | ) |  |  | (6 | )
Other |  |  | (9 | ) |  |  | 8 |  |  |  | (2 | )
Income tax expense |  |  | (32 | ) |  |  | (80 | ) |  |  | (69 | )
Effective income tax rate |  |  | 14 | % |  |  | 163 | % |  |  | 106 | %

(A) | For the year ended December 31, 2018, changes in recognized and unrecognized deferred tax assets mainly relate to non-recurring transactions, especially the sale of the North Building of the Sierre plant and termination of an existing lease agreement, that generated a significant taxable profit compensated by the use of previously unrecognized tax losses carried forward. For the years ended December 31, 2017 and 2016, changes mainly relate to unrecognized tax losses carried forward.

(B) | For the year ended December 31, 2017, the change in tax rate relates mainly to the decrease in the US income tax rate from 40% to 27% for €16 million and to the gradual decrease in the French tax rate to 25.82% starting 2022. For the year ended December 31, 2016, the change in tax rate relates to the French income tax rate decrease from 34.43% to 28.92% starting in 2020, enacted by 2016 Financial Tax bill.

Our composite statutory income tax rate of 24.1% for the year ended December 31, 2018, 31.9% for the year ended December 31, 2017 and 24.9% for the year ended December 31, 2016 resulted from the statutory tax rates (i) in the United States of 26% in 2018 and 40% in 2017 and 2016, (ii) in France of 34.43% in 2018, 39.2% in 2017 and 34.43% in 2016 (iii) in Germany of 29%, for each of the last three years (iv) in the Netherlands of 25%, for each of the last three years and (v) in Czech Republic of 19%, for each of the last three years.

The variation in our composite tax rate mainly results from the geographical mix of our pre-tax results.

The decrease in our composite tax rate from 31.9% in 2017 to 24.1% in 2018 is mostly related to the sale of the North Building of the Sierre plant in Switzerland. The increase in our composite tax rate from 24.9% in 2016 to 31.9% in 2017 is mostly related to the increase of pre-tax profits in France and to the increase of the tax rate in France for fiscal year 2017 only.

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NOTE 12—EARNINGS PER SHARE

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Earnings attributable to equity holders of the parent used to calculate basic and diluted earnings per share |  |  | 188 |  |  |  | (31 | ) |  |  | (4 | )

Number of shares attributable to equity holders of Constellium

(number of shares) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Weighted average number of ordinary shares used to calculate basic earnings per share |  |  | 134,761,736 |  |  |  | 110,164,320 |  |  |  | 105,500,327 |
Effect of other dilutive potential ordinary shares(A) |  |  | 3,384,178 |  |  |  | — |  |  |  | — |
Weighted average number of ordinary shares used to calculate diluted earnings per share |  |  | 138,145,914 |  |  |  | 110,164,320 |  |  |  | 105,500,327 |

(A) | For the years ended December 31, 2017 and 2016, there were 3,291,875 and 411,902 potential ordinary shares respectively that could have a dilutive impact but were considered antidilutive due to negative earnings.

Earnings per share attributable to the equity holders of Constellium

(in Euro per share) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Basic |  |  | 1.40 |  |  |  | (0.28 | ) |  |  | (0.04 | )
Diluted |  |  | 1.37 |  |  |  | (0.28 | ) |  |  | (0.04 | )

NOTE 13—CASH AND CASH EQUIVALENTS

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Cash in bank and on hand |  |  | 164 |  |  |  | 269 |
Total Cash and cash equivalents |  |  | 164 |  |  |  | 269 |

At December 31, 2018, cash in bank and on hand includes a total of €18 million held by subsidiaries that operate in countries where capital control restrictions prevent the balances from being immediately available for general use by the other entities within the Group. At December 31, 2017 the amount subject to these restrictions was €12 million.

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NOTE 14—TRADE RECEIVABLES AND OTHER

Trade receivables and other are comprised of the following:

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Non-current |  |  | Current |  |  | Non-current |  |  | Current |
Trade receivables—gross |  |  | — |  |  |  | 483 |  |  |  | — |  |  |  | 309 |
Impairment |  |  | — |  |  |  | (2 | ) |  |  | — |  |  |  | (3 | )
Total Trade receivables—net |  |  | — |  |  |  | 481 |  |  |  | — |  |  |  | 306 |
Finance lease receivables |  |  | — |  |  |  | — |  |  |  | 6 |  |  |  | 6 |
Current income tax receivables |  |  | 28 |  |  |  | 43 |  |  |  | — |  |  |  | 58 |
Other taxes |  |  | — |  |  |  | 33 |  |  |  | — |  |  |  | 30 |
Unbilled tooling costs (until December 31, 2017) |  |  | — |  |  |  | — |  |  |  | 28 |  |  |  | — |
Contract assets (from January 1, 2018) |  |  | 28 |  |  |  | 2 |  |  |  | — |  |  |  | — |
Prepaid expenses |  |  | 1 |  |  |  | 12 |  |  |  | 5 |  |  |  | 8 |
Restricted cash |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | — |
Other |  |  | 7 |  |  |  | 16 |  |  |  | 8 |  |  |  | 11 |
Total Other receivables |  |  | 64 |  |  |  | 106 |  |  |  | 48 |  |  |  | 113 |
Total Trade receivables and Other |  |  | 64 |  |  |  | 587 |  |  |  | 48 |  |  |  | 419 |

14.1 Contract assets

|  | At December 31, 2018 |  |  | At January 1, 2018 |
(in millions of Euros) |  | Non-current |  |  | Current |  |  | Non-current |  |  | Current |
Unbilled tooling costs |  |  | 26 |  |  |  | — |  |  |  | 28 |  |  |  | — |
Other |  |  | 2 |  |  |  | 2 |  |  |  | 4 |  |  |  | 1 |
Total Contract assets |  |  | 28 |  |  |  | 2 |  |  |  | 32 |  |  |  | 1 |

14.2 Aging

The aging of total trade receivables—net is as follows:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Not past due |  |  | 453 |  |  |  | 286 |
1 – 30 days past due |  |  | 23 |  |  |  | 13 |
31 – 60 days past due |  |  | 2 |  |  |  | 2 |
61 – 90 days past due |  |  | 2 |  |  |  | 3 |
Greater than 91 days past due |  |  | 1 |  |  |  | 2 |
Total Trade receivables—net |  |  | 481 |  |  |  | 306 |

Impairment allowance

Revisions to the impairment allowance arising from changes in estimates are included as either additional allowance or recoveries. An allowance was reversed for €1.1 million during the year ended December 31, 2018 (€0.7 million allowance recognized during the year ended December 31, 2017).

None of the other amounts included in Other receivables were deemed to be impaired.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable shown above. The Group does not hold any collateral from its customers or debtors as security.

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14.3 Currency concentration

The composition of the carrying amounts of total Trade receivables – net by currency is shown in Euro equivalents as follows:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Euro |  |  | 177 |  |  |  | 124 |
U.S. Dollar |  |  | 284 |  |  |  | 164 |
Swiss franc |  |  | 4 |  |  |  | 4 |
Other currencies |  |  | 16 |  |  |  | 14 |
Total Trade receivables—net |  |  | 481 |  |  |  | 306 |

14.4 Factoring arrangements

The Group factors trade receivables in France by entering into factoring agreements with a third party for a maximum capacity of €235 million. This agreement matures on October 29, 2021.

The Group factors trade receivables in Germany, Switzerland and Czech Republic by entering into factoring agreements with a third party for a maximum capacity of €150 million. This agreement matures on October 29, 2021.

Constellium Automotive USA entered into a factoring agreement which provides for the sale of specific account receivables up to a maximum capacity of $25 million. The facility was amended, on December 11, 2018, to increase maximum capacity to $33 million and to extend the maturity to December 11, 2019.

Muscle Shoals entered into a factoring agreement which provides for the sale of specific trade receivables up to a maximum capacity of $375 million. The agreement matures on January 24, 2020.

Under the Group’s factoring agreements, most of the trade receivables are sold without recourse. Where the Group has transferred substantially all the risks and rewards of ownership of the receivables, the receivables are derecognized. Some remaining receivables do not qualify for derecognition under IFRS 9 - Financial Instruments, as the Group retains substantially all the associated risks and rewards.

Under the agreements, at December 31, 2018, the total carrying amount of the original assets factored is €601 million (December 31, 2017: €642 million) of which:

| • |  | €446 million (December 31, 2017: €473 million) have been derecognized from the Consolidated Statement of Financial Position as the Group transferred substantially all of the associated risks and rewards to the factor;

| • |  | €155 million (December 31, 2017: €169 million) were recognized on the Consolidated Statement of Financial Position.

There was no debt due to the factor relating to trade account receivables sold at December 31, 2018 and December 31, 2017.

Covenants

The factoring arrangements contain certain customary affirmative and negative covenants, including some relating to the administration and collection of the assigned receivables, the terms of the invoices and the exchange of information, but do not contain maintenance financial covenants.

The commitment of the factor to buy receivables under the Muscle Shoals factoring agreement is subject to certain credit ratings being maintained.

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The Group was in compliance with all applicable covenants at December 31, 2018 and December 31, 2017.

14.5 Finance lease receivables

The Company was the lessor for certain finance leases with third parties for certain of its property, plant and equipment located in Sierre, Switzerland until July 2018. The finance lease receivables amounted to €12 million for the year ended December 31, 2017.

NOTE 15—INVENTORIES

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Finished goods |  |  | 165 |  |  |  | 164 |
Work in progress |  |  | 347 |  |  |  | 332 |
Raw materials |  |  | 112 |  |  |  | 111 |
Stores and supplies |  |  | 67 |  |  |  | 64 |
Inventories write down |  |  | (31 | ) |  |  | (28 | )
Total inventories |  |  | 660 |  |  |  | 643 |

Constellium records inventories at the lower of cost and net realizable value. Any change in the net realizable value adjustment on inventories is included in Cost of sales in the Consolidated Income Statement.

NOTE 16—PROPERTY, PLANT AND EQUIPMENT

(in millions of Euros) |  | Land and Property Rights |  |  | Buildings |  |  | Machinery and Equipment |  |  | Construction Work in Progress |  |  | Other |  |  | Total |
Net balance at January 1, 2018 |  |  | 14 |  |  |  | 206 |  |  |  | 1,089 |  |  |  | 198 |  |  |  | 10 |  |  |  | 1,517 |
Additions |  |  | 1 |  |  |  | 5 |  |  |  | 98 |  |  |  | 195 |  |  |  | 4 |  |  |  | 303 |
Disposals |  |  | — |  |  |  | — |  |  |  | (6 | ) |  |  | — |  |  |  | — |  |  |  | (6 | )
Depreciation expense |  |  | (4 | ) |  |  | (13 | ) |  |  | (161 | ) |  |  | — |  |  |  | (6 | ) |  |  | (184 | )
Transfer during the year |  |  | 6 |  |  |  | 16 |  |  |  | 181 |  |  |  | (202 | ) |  |  | 2 |  |  |  | 3 |
Effects of changes in foreign exchange rates |  |  | 1 |  |  |  | 3 |  |  |  | 26 |  |  |  | 3 |  |  |  | — |  |  |  | 33 |
Net balance at December 31, 2018 |  |  | 18 |  |  |  | 217 |  |  |  | 1,227 |  |  |  | 194 |  |  |  | 10 |  |  |  | 1,666 |
Cost |  |  | 33 |  |  |  | 349 |  |  |  | 2,000 |  |  |  | 200 |  |  |  | 35 |  |  |  | 2,617 |
Less accumulated depreciation and impairment |  |  | (15 | ) |  |  | (132 | ) |  |  | (773 | ) |  |  | (6 | ) |  |  | (25 | ) |  |  | (951 | )
Net balance at December 31, 2018 |  |  | 18 |  |  |  | 217 |  |  |  | 1,227 |  |  |  | 194 |  |  |  | 10 |  |  |  | 1,666 |

(in millions of Euros) |  | Land and Property Rights |  |  | Buildings |  |  | Machinery and Equipment |  |  | Construction Work in Progress |  |  | Other |  |  | Total |
Net balance at January 1, 2017 |  |  | 19 |  |  |  | 209 |  |  |  | 1,020 |  |  |  | 221 |  |  |  | 8 |  |  |  | 1,477 |
Additions |  |  | 1 |  |  |  | 2 |  |  |  | 50 |  |  |  | 224 |  |  |  | 5 |  |  |  | 282 |
Disposals |  |  | — |  |  |  | (1 | ) |  |  | (3 | ) |  |  | — |  |  |  | — |  |  |  | (4 | )
Depreciation expense |  |  | (4 | ) |  |  | (13 | ) |  |  | (135 | ) |  |  | — |  |  |  | (7 | ) |  |  | (159 | )
Transfer during the year |  |  | — |  |  |  | 18 |  |  |  | 223 |  |  |  | (237 | ) |  |  | 4 |  |  |  | 8 |
Effects of changes in foreign exchange rates |  |  | (2 | ) |  |  | (9 | ) |  |  | (66 | ) |  |  | (10 | ) |  |  | — |  |  |  | (87 | )
Net balance at December 31, 2017 |  |  | 14 |  |  |  | 206 |  |  |  | 1,089 |  |  |  | 198 |  |  |  | 10 |  |  |  | 1,517 |
Cost |  |  | 25 |  |  |  | 321 |  |  |  | 1,712 |  |  |  | 204 |  |  |  | 29 |  |  |  | 2,291 |
Less accumulated depreciation and impairment |  |  | (11 | ) |  |  | (115 | ) |  |  | (623 | ) |  |  | (6 | ) |  |  | (19 | ) |  |  | (774 | )
Net balance at December 31, 2017 |  |  | 14 |  |  |  | 206 |  |  |  | 1,089 |  |  |  | 198 |  |  |  | 10 |  |  |  | 1,517 |

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Building, machinery and equipment includes the following amounts where the Group is a lessee under a finance lease:

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Gross value |  |  | Accumulated depreciation |  |  | Net |  |  | Gross value |  |  | Accumulated depreciation |  |  | Net |
Building under finance lease |  |  | 31 |  |  |  | (7 | ) |  |  | 24 |  |  |  | 30 |  |  |  | (5 | ) |  |  | 25 |
Machinery and equipment under finance lease |  |  | 79 |  |  |  | (26 | ) |  |  | 53 |  |  |  | 62 |  |  |  | (27 | ) |  |  | 35 |
Total |  |  | 110 |  |  |  | (33 | ) |  |  | 77 |  |  |  | 92 |  |  |  | (32 | ) |  |  | 60 |

The future aggregate minimum lease payments under non-cancellable finance leases are as follows:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Less than 1 year |  |  | 20 |  |  |  | 15 |
1 to 5 years |  |  | 50 |  |  |  | 37 |
More than 5 years |  |  | 16 |  |  |  | 19 |
Total |  |  | 86 |  |  |  | 71 |

The present value of future aggregate minimum lease payments under non-cancellable finance leases are as follows:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Less than 1 year |  |  | 17 |  |  |  | 14 |
1 to 5 years |  |  | 42 |  |  |  | 30 |
More than 5 years |  |  | 14 |  |  |  | 16 |
Total |  |  | 73 |  |  |  | 60 |

Depreciation expense and impairment losses

Total depreciation expense and impairment losses relating to property, plant and equipment and intangible assets are presented in the Consolidated Income Statement as follows:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Cost of sales |  |  | (184 | ) |  |  | (160 | ) |  |  | (147 | )
Selling and administrative expenses |  |  | (9 | ) |  |  | (8 | ) |  |  | (6 | )
Research and development expenses |  |  | (4 | ) |  |  | (3 | ) |  |  | (2 | )
Total |  |  | (197 | ) |  |  | (171 | ) |  |  | (155 | )

The amount of contractual commitments for the acquisition of property, plant and equipment is disclosed in NOTE 28—Commitments.

Impairment tests for property, plant and equipment and intangibles assets

No triggering events were identified at December 31, 2018, 2017 and 2016 regarding our cash-generating units.

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NOTE 17—INTANGIBLE ASSETS (INCLUDING GOODWILL)

(in millions of Euros) |  | Goodwill |  |  | Technology |  |  | Computer Software |  |  | Customer relationships |  |  | Work in Progress |  |  | Other |  |  | Total intangible assets (excluding goodwill) |
Net balance at January 1, 2018 |  |  | 403 |  |  |  | 24 |  |  |  | 18 |  |  |  | 15 |  |  |  | 9 |  |  |  | 2 |  |  |  | 68 |
Additions |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 8 |  |  |  | 1 |  |  |  | 11 |
Amortization expense |  |  | — |  |  |  | (3 | ) |  |  | (8 | ) |  |  | (1 | ) |  |  | — |  |  |  | (1 | ) |  |  | (13 | )
Transfer during the year |  |  | — |  |  |  | — |  |  |  | 5 |  |  |  | — |  |  |  | (5 | ) |  |  | — |  |  |  | — |
Effects of changes in foreign exchange rates |  |  | 19 |  |  |  | 1 |  |  |  | 1 |  |  |  | 1 |  |  |  | 1 |  |  |  | — |  |  |  | 4 |
Net balance at December 31, 2018 |  |  | 422 |  |  |  | 22 |  |  |  | 18 |  |  |  | 15 |  |  |  | 13 |  |  |  | 2 |  |  |  | 70 |
Cost |  |  | 422 |  |  |  | 84 |  |  |  | 65 |  |  |  | 39 |  |  |  | 13 |  |  |  | 3 |  |  |  | 204 |
Less accumulated amortization and impairment |  |  | — |  |  |  | (62 | ) |  |  | (47 | ) |  |  | (24 | ) |  |  | — |  |  |  | (1 | ) |  |  | (134 | )
Net balance at December 31, 2018 |  |  | 422 |  |  |  | 22 |  |  |  | 18 |  |  |  | 15 |  |  |  | 13 |  |  |  | 2 |  |  |  | 70 |

(in millions of Euros) |  | Goodwill |  |  | Technology |  |  | Computer Software |  |  | Customer relationships |  |  | Work in Progress |  |  | Other |  |  | Total intangible assets (excluding goodwill) |
Net balance at January 1, 2017 |  |  | 457 |  |  |  | 28 |  |  |  | 21 |  |  |  | 18 |  |  |  | 9 |  |  |  | 3 |  |  |  | 79 |
Additions |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6 |  |  |  | — |  |  |  | 6 |
Amortization expense |  |  | — |  |  |  | (1 | ) |  |  | (9 | ) |  |  | (1 | ) |  |  | — |  |  |  | (1 | ) |  |  | (12 | )
Transfer during the year |  |  | — |  |  |  | 1 |  |  |  | 7 |  |  |  | — |  |  |  | (6 | ) |  |  | — |  |  |  | 2 |
Effects of changes in foreign exchange rates |  |  | (54 | ) |  |  | (4 | ) |  |  | (1 | ) |  |  | (2 | ) |  |  | — |  |  |  | — |  |  |  | (7 | )
Net balance at December 31, 2017 |  |  | 403 |  |  |  | 24 |  |  |  | 18 |  |  |  | 15 |  |  |  | 9 |  |  |  | 2 |  |  |  | 68 |
Cost |  |  | 403 |  |  |  | 81 |  |  |  | 55 |  |  |  | 38 |  |  |  | 9 |  |  |  | 3 |  |  |  | 186 |
Less accumulated amortization and impairment |  |  | — |  |  |  | (57 | ) |  |  | (37 | ) |  |  | (23 | ) |  |  | — |  |  |  | (1 | ) |  |  | (118 | )
Net balance at December 31, 2017 |  |  | 403 |  |  |  | 24 |  |  |  | 18 |  |  |  | 15 |  |  |  | 9 |  |  |  | 2 |  |  |  | 68 |

Impairment tests for goodwill

Goodwill in the amount of €422 million has been allocated to the Group’s operating segment Packaging and Automotive Rolled Products (“P&ARP”) for €415 million, Aerospace and Transportation (“A&T”) for €5 million and Automotive Structures and Industry (“AS&I”) for €2 million.

At December 31, 2018, the recoverable amount of the A&T and AS&I operating segments has been determined based on value in use calculations and significantly exceeds their carrying value. No reasonable change in the assumptions used could lead to a potential impairment charge.

For the P&ARP operating segment, the recoverable value (determined on the basis of fair value less costs of disposal) was estimated by applying a discounted cash flow model and market participant’s assumptions and has been classified as a level 3 measurement under the fair value hierarchy provided by IFRS 13 – Fair Value Measurement.

The projected future cash flows are based on the 2019-2025 medium and long term business plan approved by the management and reviewed by the Board of Directors. Considering the Automotive Body Sheet cash inflows

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ramping-up from 2019/2020 to reach a normative level in 2023/2024, cash flows were projected over a 7-year period. The terminal value assumes a normative cash flow and a long term growth rate ranging from 0% to 1.5%. The discount rates applied to cash flows projections range between 10% and 12%. It was concluded that the carrying value (€1,354 million) did not exceed the recoverable value (€1,716 million) at December 31, 2018. Accordingly, the impairment test carried out at the P&ARP operating segment level did not lead to a goodwill impairment.

The key assumptions used in the determination of the fair value less costs of disposal for the P&ARP operating segment are the discount rates, the perpetual growth rates used to extrapolate cash-flows beyond the forecast year and the forecasted shipments for Automotive Body Sheet, products and related revenues. They have been determined considering what market participants would assume in estimating fair value:

| - |  | Discount rates used represent the current market assessment of the risks specific to the P&ARP operating segment taking into consideration the time value of money and the risks associated with the underlying assets.

| - |  | The growth rates used to extrapolate cash-flows beyond the forecast year were developed internally and are consistent with external sources of information.

| - |  | Expected shipments and related revenues were determined based on estimates of future supply and demand for Automotive Body Sheet products. These estimates were developed internally based on our industry knowledge and our analysis of available market data regarding expected future demand and industry capacity.

The calculation of the recoverable value of the P&ARP operating segment is most sensitive to the following assumptions:

| - |  | Discount rate: an increase in the discount rate by 2.25% would result in the recoverable value equaling the carrying value.

| - |  | Perpetual growth rate: a decrease in the perpetual growth rate by 4% would result in the recoverable value equaling the carrying value.

| - |  | Automotive Body Sheet shipments: 45% lower shipments in the Automotive Body Sheet US business would result in the recoverable value equaling the carrying value.

NOTE 18—INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

The Group investments accounted for under the Equity method are Constellium-UACJ ABS LLC and Rhenaroll S.A.

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
At January 1, |  |  | 1 |  |  |  | 16 |
Group share in loss |  |  | (33 | ) |  |  | (29 | )
Additions |  |  | — |  |  |  | — |
Reclassified to non-current other financial assets |  |  | 33 |  |  |  | 14 |
Effects of changes in foreign exchange rates |  |  | — |  |  |  | — |
At December 31 |  |  | 1 |  |  |  | 1 |

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At December 31, 2018, the loan to Constellium-UACJ ABS LLC is, in substance, part of Constellium’s investment in the joint-venture as it represents a long-term strategic investment that is not expected to be settled in the foreseeable future. Constellium’s accumulated share of the losses of joint-ventures, in excess of the initial investment, is thus recognized against other financial assets for a cumulative amount of €49 million at December 31, 2018, of which €33 million was recognized during the year ended December 31, 2018.

|  |  |  |  | Group share of joint venture’s net assets |  |  | Group share of joint venture’s profit / (loss) |
(in millions of Euros) |  | % interest |  |  | At December 31, 2018 |  |  | At December 31, 2017 |  |  | At December 31, 2018 |  |  | At December 31, 2017 |
Constellium-UACJ ABS LLC(A) |  |  | 51.00 | % |  |  | (49 | ) |  |  | (14 | ) |  |  | (33 | ) |  |  | (29 | )
Rhenaroll S.A.(B) |  |  | 49.85 | % |  |  | 1 |  |  |  | 1 |  |  |  | — |  |  |  | — |
Group share |  |  |  |  |  |  | (48 | ) |  |  | (13 | ) |  |  | (33 | ) |  |  | (29 | )
Reclassified to non-current other financial assets |  |  |  |  |  |  | 49 |  |  |  | 14 |  |  |  | — |  |  |  | — |
Investment in joint venture |  |  |  |  |  |  | 1 |  |  |  | 1 |  |  |  | (33 | ) |  |  | (29 | )

Constellium-UACJ ABS LLC and Rhenaroll S.A. are private companies with no quoted market prices available for their shares.

(A) | Constellium-UACJ ABS LLC, a joint venture in which Constellium holds a 51% interest, was created in 2014. This joint venture operates a facility located in Bowling Green, Kentucky and supplies aluminium sheet to the North American automotive industry. The joint venture started its operations in 2016. We have determined that, under the terms of the joint venture agreement, we do not control Constellium- UACJ ABS LLC because our existing rights associated with the decision-making process do not give us the ability to direct the relevant activities of the joint venture unilaterally and as a result, Constellium does not have power over the joint venture as of December 31, 2018.

(B) | The Group also holds a 49.85% interest in a joint venture named Rhenaroll S.A. (located in Biesheim, France), specialized in the chrome-plating, grinding and repairing of rolling mills’ roll and rollers.

Both investments are included in P&ARP segment assets.

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Constellium-UACJ ABS LLC financial statements

The information presented hereafter reflects the amounts included in the Consolidated Financial Statements of the relevant entity in accordance with Group accounting principles and not the Company’s share of those amounts.

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Current assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 8 |  |  |  | 5 |
Trade receivables and other |  |  | 49 |  |  |  | 35 |
Inventories |  |  | 68 |  |  |  | 57 |
Non-current assets |  |  |  |  |  |  |  |
Property, plant and equipment |  |  | 166 |  |  |  | 161 |
Intangible assets |  |  | — |  |  |  | 1 |
Total Assets |  |  | 291 |  |  |  | 259 |
Current liabilities |  |  |  |  |  |  |  |
Trade payables and other |  |  | 79 |  |  |  | 34 |
Borrowings(A) |  |  | 36 |  |  |  | 206 |
Non-current liabilities |  |  |  |  |  |  |  |
Borrowings(A) |  |  | 271 |  |  |  | 47 |
Equity |  |  | (95 | ) |  |  | (28 | )
Total Equity and Liabilities |  |  | 291 |  |  |  | 259 |

(A) | In February 2018, the shareholders agreed to modify the terms of their loan to Constellium-UACJ ABS LLC by reducing the interest rate and extending the maturity to March 31, 2023.

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
Revenue |  |  | 262 |  |  |  | 123 |
Cost of sales |  |  | (309 | ) |  |  | (151 | )
Selling and administrative expenses |  |  | (10 | ) |  |  | (14 | )
Loss from operations |  |  | (57 | ) |  |  | (42 | )
Finance costs(A) |  |  | (7 | ) |  |  | (15 | )
Net loss |  |  | (64 | ) |  |  | (57 | )

(A) | Finance costs include a €11 million gain related to the shareholders’ loan modification for the year ended December 31, 2018.

Constellium subsidiaries’ intercompany balances with Constellium-UACJ ABS LLC

The transactions during the years and the year-end balances between Group companies that are fully consolidated and Constellium-UACJ ABS LLC are included in the Group’s Consolidated Income Statement and Consolidated Statement of Financial Position and are detailed below:

(in millions of Euros) |  | At December 31, 2018 |  | At December 31, 2017 |
Trades receivables and other—current |  | 38 |  |  | 15 |
Other financial assets (A) |  | 69 |  |  | 83 |

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(A) | Other financial assets correspond to the loan to Constellium-UACJ ABS LLC as of December 31, 2018 and 2017. As of December 31, 2018, the carrying value of the loan is €118 million (€97 million at December 31, 2017). The carrying value is presented net of €49 million of Constellium’s share of losses of joint venture (€ 14 million at December 31, 2017).

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
Revenue |  |  | 169 |  |  |  | 59 |
Cost of sales |  |  | (19 | ) |  |  | — |
Fees and recharges(A) |  |  | 4 |  |  |  | 3 |
Finance income |  |  | 4 |  |  |  | 6 |

(A) | Fees and recharges are presented in Cost of sales or Selling and administrative expenses depending on their nature.

Guarantees and commitments given to Constellium-UACJ ABS LLC by the Group are:

(in millions of euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
Financial guarantees |  |  | 11 |  |  |  | 11 |
Loan facility commitment |  |  | 3 |  |  |  | — |
Supplier guarantees |  |  | 3 |  |  |  | 3 |

NOTE 19—DEFERRED INCOME TAXES

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Deferred income tax assets |  |  | 163 |  |  |  | 164 |
Deferred income tax liabilities |  |  | (22 | ) |  |  | (25 | )
Net deferred income tax assets |  |  | 141 |  |  |  | 139 |

The following tables show the changes in net deferred income tax assets / (liabilities) for the years ended December 31, 2018 and 2017.

(in millions of Euros) |  | At January 1, 2018 |  |  | Recognized in |  |  | FX |  |  | At December 31, 2018 |
|  |  |  |  | Profit or loss |  |  | OCI |  |  |  |  |  |  |
Long-term assets |  |  | (76 | ) |  |  | (15 | ) |  |  | — |  |  |  | (3 | ) |  |  | (94 | )
Inventories |  |  | 4 |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | 5 |
Pensions |  |  | 130 |  |  |  | (12 | ) |  |  | (7 | ) |  |  | 5 |  |  |  | 116 |
Derivative valuation |  |  | (20 | ) |  |  | 22 |  |  |  | 8 |  |  |  | 2 |  |  |  | 12 |
Tax losses carried forward |  |  | 78 |  |  |  | (13 | ) |  |  | — |  |  |  | (4 | ) |  |  | 61 |
Other (A) |  |  | 23 |  |  |  | 15 |  |  |  | — |  |  |  | 3 |  |  |  | 41 |
Total |  |  | 139 |  |  |  | (2 | ) |  |  | 1 |  |  |  | 3 |  |  |  | 141 |

(A) | Mainly non-deductible provisions and interests.

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(in millions of Euros) |  | At January 1, 2017 |  |  | Recognized in |  |  | FX |  |  | At December 31, 2017 |
|  |  |  |  | Profit or loss |  |  | OCI |  |  |  |  |  |  |
Long-term assets |  |  | (90 | ) |  |  | 5 |  |  |  | — |  |  |  | 9 |  |  |  | (76 | )
Inventories |  |  | 6 |  |  |  | (2 | ) |  |  | — |  |  |  | — |  |  |  | 4 |
Pensions |  |  | 188 |  |  |  | (39 | ) |  |  | (5 | ) |  |  | (14 | ) |  |  | 130 |
Derivative valuation |  |  | 13 |  |  |  | (17 | ) |  |  | (15 | ) |  |  | (1 | ) |  |  | (20 | )
Tax losses carried forward |  |  | 79 |  |  |  | 3 |  |  |  | — |  |  |  | (4 | ) |  |  | 78 |
Other (A) |  |  | 26 |  |  |  | (3 | ) |  |  | — |  |  |  | — |  |  |  | 23 |
Total |  |  | 222 |  |  |  | (54 | ) |  |  | (20 | ) |  |  | (9 | ) |  |  | 139 |

(A) | Mainly non-deductible provisions.

For the year ended December 31, 2017, net deferred income tax assets declined primarily due to the US income tax rate decrease with €16 million through Profit or loss and for €8 million through Other Comprehensive Income.

Based on the expected taxable income of the entities, the Group believes that it is more likely than not that a total of €1,257 million (€1,393 million at December 31, 2017) of unused tax losses and deductible temporary differences, will not be used. Consequently, net deferred tax assets have not been recognized. The related tax impact of €321 million (€356 million at December 31, 2017) is attributable to the following:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Expiring within 5 years |  |  | (45 | ) |  |  | (69 | )
Expiring after 5 years and limited |  |  | (89 | ) |  |  | (96 | )
Unlimited |  |  | (19 | ) |  |  | (18 | )
Tax losses |  |  | (153 | ) |  |  | (183 | )
Long-term assets |  |  | (107 | ) |  |  | (116 | )
Pensions |  |  | (18 | ) |  |  | (20 | )
Other |  |  | (43 | ) |  |  | (37 | )
Deductible temporary differences |  |  | (168 | ) |  |  | (173 | )
Total |  |  | (321 | ) |  |  | (356 | )

Substantially all of the tax losses not expected to be used reside in the Netherlands and the United States as of December 31, 2018.

The holding company in the Netherlands has been generating tax losses over the past seven years. The holding company is not expected to generate sufficient qualifying taxable profits in the foreseeable future to utilize these tax losses before they expire in the years from 2020 to 2027.

The tax loss carryforwards limited to 20 years generated at one of our main operating entities in the United States are not expected to be utilized. Although this entity is expected to be profitable in the medium or long-term, considering notably the anticipated development of the Automotive Body Sheet business, it has significant non-cash depreciation and financial interest expenses that will result in generating additional tax losses in the coming years. Accordingly, it is not probable that the entity will be able to use at its level, given the absence of an overall US tax group, these tax losses before they expire. Consequently, the related deferred tax assets have not been recognized.

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The unrecognized tax loss carried forwards generated by our Swiss operating entity were used during the period following the sale of the North Building of the Sierre plant and termination of existing lease agreement which generated a significant taxable profit. At December 31, 2018, the Swiss entity has no more residual tax loss carried forwards.

At December 31, 2018 and 2017, most of the unrecognized deferred tax assets on deductible temporary differences on long-term assets and other differences relate to the US and Swiss entities discussed above. An assessment has been performed on the recoverability of the deferred tax assets on deductible temporary differences for these two entities. The related deferred tax assets on long term assets and on other differences have not been recognized.

NOTE 20—TRADE PAYABLES AND OTHER

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Non-current |  |  | Current |  |  | Non-current |  |  | Current |
Trade payables |  |  | — |  |  |  | 685 |  |  |  | — |  |  |  | 717 |
Fixed assets payables |  |  | — |  |  |  | 30 |  |  |  | — |  |  |  | 27 |
Employees’ entitlements |  |  | — |  |  |  | 160 |  |  |  | — |  |  |  | 159 |
Taxes payable other than income tax |  |  | — |  |  |  | 16 |  |  |  | — |  |  |  | 12 |
Deferred revenue (until December 31, 2017) |  |  | — |  |  |  | — |  |  |  | 34 |  |  |  | 10 |
Contract liabilities (from January 1, 2018) |  |  | 9 |  |  |  | 68 |  |  |  | — |  |  |  | — |
Other payables |  |  | 18 |  |  |  | 9 |  |  |  | 20 |  |  |  | 5 |
Total Other |  |  | 27 |  |  |  | 283 |  |  |  | 54 |  |  |  | 213 |
Total Trade payables and other |  |  | 27 |  |  |  | 968 |  |  |  | 54 |  |  |  | 930 |

20.1 Contract liabilities

|  | At December 31, 2018 |  |  | At January 1, 2018 |
(in millions of Euros) |  | Non-current |  |  | Current |  |  | Non-current |  |  | Current |
Deferred tooling revenue |  |  | — |  |  |  | — |  |  |  | 14 |  |  |  | — |
Advance payment from customers |  |  | 7 |  |  |  | 9 |  |  |  | 18 |  |  |  | 9 |
Unrecognized variable consideration (A) |  |  | 2 |  |  |  | 57 |  |  |  | — |  |  |  | 41 |
Other |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 1 |
Total Contract liabilities |  |  | 9 |  |  |  | 68 |  |  |  | 32 |  |  |  | 51 |

(A) | Unrecognized variable consideration consists of expected volume rebates, discounts, incentives, refunds penalties and price concessions.

Revenue, included in the contract liabilities as of January 01, 2018, was recognized in 2018 for €55 million and revenue, generated in 2018, in the amount of €45 million was deferred.

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NOTE 21—BORROWINGS

21.1 Analysis by nature

|  | December 31, 2018 |  |  | December 31, 2017 |
(in millions of Euros) |  | Nominal Value in Currency |  |  | Nominal rate |  |  | Effective rate |  |  | Nominal Value In Euros |  |  | (Arrangement fees) |  |  | Accrued interests |  |  | Carrying value |  |  | Carrying value |
Secured Pan US ABL (due 2022) |  |  | — |  |  |  | Floating |  |  |  | 4.51 | % |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 65 |
Secured Inventory Based Facility (due 2019) |  |  | — |  |  |  | Floating |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Senior Unsecured Notes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Constellium N.V. (Issued May 2014, due 2024) |  | $ | 400 |  |  |  | 5.75 | % |  |  | 6.26 | % |  |  | 349 |  |  |  | (4 | ) |  |  | 3 |  |  |  | 348 |  |  |  | 332 |
Constellium N.V. (Issued May 2014, due 2021) |  | € | 300 |  |  |  | 4.63 | % |  |  | 5.16 | % |  |  | 300 |  |  |  | (2 | ) |  |  | 2 |  |  |  | 300 |  |  |  | 298 |
Constellium N.V. (Issued February 2017, due 2025) |  | $ | 650 |  |  |  | 6.63 | % |  |  | 7.13 | % |  |  | 568 |  |  |  | (12 | ) |  |  | 12 |  |  |  | 568 |  |  |  | 541 |
Constellium N.V. (Issued November 2017, due 2026) |  | $ | 500 |  |  |  | 5.88 | % |  |  | 6.26 | % |  |  | 437 |  |  |  | (7 | ) |  |  | 10 |  |  |  | 440 |  |  |  | 413 |
Constellium N.V. (Issued November 2017, due 2026) |  | € | 400 |  |  |  | 4.25 | % |  |  | 4.57 | % |  |  | 400 |  |  |  | (7 | ) |  |  | 6 |  |  |  | 399 |  |  |  | 395 |
Unsecured Revolving Credit Facility (due 2021) (A) |  |  | — |  |  |  | Floating |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Other loans (including Finance leases) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 94 |  |  |  |  |  |  |  | 2 |  |  |  | 96 |  |  |  | 83 |
Total Borrowings |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,148 |  |  |  | (32 | ) |  |  | 35 |  |  |  | 2,151 |  |  |  | 2,127 |
Of which non-current |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,094 |  |  |  | 2,021 |
Of which current |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 57 |  |  |  | 106 |

Constellium N.V. Senior Notes are guaranteed by certain subsidiaries.

(A) | On March 28, 2018, Constellium Issoire entered into a €10 million unsecured Revolving Credit Facility with BPI France, a related party.

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21.2 Movements in borrowings

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
At January 1, |  |  | 2,127 |  |  |  | 2,468 |
Cash flows |  |  |  |  |  |  |  |
Proceeds from issuance of Senior Notes (A) (B) |  |  | — |  |  |  | 1,440 |
(Repayments) of Senior Notes (B) (C) |  |  | — |  |  |  | (1,559 | )
(Repayments) / Proceeds from US Revolving Credit Facilities and other loans |  |  | (68 | ) |  |  | 29 |
Arrangement fees payment |  |  | — |  |  |  | (29 | )
Finance lease repayment and others |  |  | (15 | ) |  |  | (13 | )
Non-cash changes |  |  |  |  |  |  |  |
Movement in interests accrued or capitalized |  |  | 12 |  |  |  | (13 | )
New finance leases |  |  | 28 |  |  |  | 17 |
Deferred arrangement fees, step-up amortization and other |  |  | 2 |  |  |  | 7 |
Effects of changes in foreign exchange rates |  |  | 65 |  |  |  | (220 | )
At December 31 |  |  | 2,151 |  |  |  | 2,127 |

(A) | The proceeds from the Senior Notes issued on November 9, 2017 represented €830 million, converted at the issuance date exchange rate of EUR/USD=1.1630.

(B) | The proceeds from the Senior Notes issued on February 16, 2017 represented €610 million, converted at the issuance date exchange rate of EUR/USD=1.0652. The repurchase of Muscle Shoals Senior Notes was completed on the same day for the same amount.

(C) | The redemption of Secured and Unsecured Notes on November 9, 2017 represented €949 million, converted at the redemption date exchange rate of EUR/USD=1.1630.

21.3 Currency concentration

The composition of the carrying amounts of total borrowings in Euro equivalents is denominated in the currencies shown below:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
U.S. Dollar |  |  | 1,408 |  |  |  | 1,387 |
Euro |  |  | 726 |  |  |  | 720 |
Other currencies |  |  | 17 |  |  |  | 20 |
Total borrowings |  |  | 2,151 |  |  |  | 2,127 |

Covenants

The Group was in compliance with all applicable debt covenants at and for the years ended December 31, 2018 and 2017.

Constellium N.V. Senior Notes

The indentures for our outstanding Senior Notes contain customary terms and conditions, including amongst other things, limitation on incurring or guaranteeing additional indebtedness, on paying dividends, on making

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other restricted payments, on creating restriction on dividend and other payments to us from certain of our subsidiaries, on incurring certain liens, on selling assets and subsidiary stock, and on merging.

Pan US ABL Facility

This facility contains a fixed charge coverage ratio covenant and EBITDA contribution ratio. Evaluation of compliance is only required if the excess availability falls below 10% of the aggregate revolving loan commitment. It also contains customary affirmative and negative covenants, but no maintenance covenants.

NOTE 22— FINANCIAL INSTRUMENTS

22.1 Financial assets and liabilities by categories

|  |  |  |  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Notes |  |  | At amortized cost |  |  | At Fair Value through Profit and loss |  |  | At Fair Value through OCI |  |  | Total |  |  | Loan and receivables |  |  | At Fair Value through Profit and loss |  |  | At Fair Value through OCI |  |  | Total |
Cash and cash equivalents |  |  | 13 |  |  |  | 164 |  |  |  | — |  |  |  | — |  |  |  | 164 |  |  |  | 269 |  |  |  | — |  |  |  | — |  |  |  | 269 |
Trade receivables |  |  | 14 |  |  |  | — |  |  |  | — |  |  |  | 481 |  |  |  | 481 |  |  |  | 306 |  |  |  | — |  |  |  | — |  |  |  | 306 |
Finance lease receivables |  |  | 14 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | — |  |  |  | 12 |
Other financial assets |  |  |  |  |  |  | 74 |  |  |  | 30 |  |  |  |  |  |  |  | 104 |  |  |  | 83 |  |  |  | 77 |  |  |  | 19 |  |  |  | 179 |
Total financial assets |  |  |  |  |  |  | 238 |  |  |  | 30 |  |  |  | 481 |  |  |  | 749 |  |  |  | 670 |  |  |  | 77 |  |  |  | 19 |  |  |  | 766 |

|  |  |  |  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Notes |  |  | At amortized cost |  |  | At Fair Value through Profit and loss |  |  | At Fair Value through OCI |  |  | Total |  |  | At amortized cost |  |  | At Fair Value through Profit and loss |  |  | At Fair Value through OCI |  |  | Total |
Trade payables and fixed assets payables |  |  | 20 |  |  |  | 715 |  |  |  | — |  |  |  | — |  |  |  | 715 |  |  |  | 744 |  |  |  | — |  |  |  | — |  |  |  | 744 |
Borrowings |  |  | 21 |  |  |  | 2,151 |  |  |  | — |  |  |  | — |  |  |  | 2,151 |  |  |  | 2,127 |  |  |  | — |  |  |  | — |  |  |  | 2,127 |
Other financial liabilities |  |  |  |  |  |  | — |  |  |  | 79 |  |  |  | 10 |  |  |  | 89 |  |  |  | — |  |  |  | 66 |  |  |  | — |  |  |  | 66 |
Total financial liabilities |  |  |  |  |  |  | 2,866 |  |  |  | 79 |  |  |  | 10 |  |  |  | 2,955 |  |  |  | 2,871 |  |  |  | 66 |  |  |  | — |  |  |  | 2,937 |

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The table below details other financial assets and other financial liabilities positions:

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Non-current |  |  | Current |  |  | Total |  |  | Non-current |  |  | Current |  |  | Total |
Derivatives |  |  | 7 |  |  |  | 23 |  |  |  | 30 |  |  |  | 29 |  |  |  | 67 |  |  |  | 96 |
Aluminium and premium future contracts |  |  | 2 |  |  |  | 7 |  |  |  | 9 |  |  |  | 6 |  |  |  | 39 |  |  |  | 45 |
Energy future contracts |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Other future contracts |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | 1 |
Currency commercial contracts |  |  | 3 |  |  |  | 12 |  |  |  | 15 |  |  |  | 21 |  |  |  | 20 |  |  |  | 41 |
Currency net debt derivatives |  |  | 2 |  |  |  | 4 |  |  |  | 6 |  |  |  | 2 |  |  |  | 7 |  |  |  | 9 |
Loans (A) |  |  | 67 |  |  |  | 2 |  |  |  | 69 |  |  |  | 81 |  |  |  | 2 |  |  |  | 83 |
Margin call |  |  | — |  |  |  | 5 |  |  |  | 5 |  |  |  | — |  |  |  | — |  |  |  | — |
Other financial assets |  |  | 74 |  |  |  | 30 |  |  |  | 104 |  |  |  | 110 |  |  |  | 69 |  |  |  | 179 |
Derivatives |  |  | 29 |  |  |  | 60 |  |  |  | 89 |  |  |  | 43 |  |  |  | 23 |  |  |  | 66 |
Aluminium and premium future contracts |  |  | 6 |  |  |  | 38 |  |  |  | 44 |  |  |  | — |  |  |  | 6 |  |  |  | 6 |
Energy future contracts |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Other future contracts |  |  | 5 |  |  |  | 3 |  |  |  | 8 |  |  |  | — |  |  |  | 1 |  |  |  | 1 |
Currency commercial contracts |  |  | 7 |  |  |  | 12 |  |  |  | 19 |  |  |  | 6 |  |  |  | 12 |  |  |  | 18 |
Net investment hedge |  |  | — |  |  |  | 4 |  |  |  | 4 |  |  |  | — |  |  |  | — |  |  |  | — |
Currency net debt derivatives |  |  | 11 |  |  |  | 3 |  |  |  | 14 |  |  |  | 37 |  |  |  | 4 |  |  |  | 41 |
Other financial liabilities |  |  | 29 |  |  |  | 60 |  |  |  | 89 |  |  |  | 43 |  |  |  | 23 |  |  |  | 66 |

(A) | Corresponds to a loan facility to Constellium-UACJ ABS LLC (See NOTE 18 – Investments accounted for under the equity method).

22.2 Fair values

All derivatives are presented at fair value in the Consolidated Statement of Financial Position.

The carrying value of the Group’s borrowings at maturity is the redemption value.

The fair value of Constellium N.V. Senior Notes issued in May 2014, February 2017 and November 2017 account for 97%, 94% and 91% respectively of the nominal value and amount to €627 million, €533 million and €760 million, respectively, at December 31, 2018. The fair value was classified as a Level 1 measurement under the fair value hierarchy provided by IFRS 13 – Fair Value Measurement.

The fair values of the other financial assets and liabilities approximate their carrying values, as a result of their liquidity or short maturity except for the loan facility to Constellium-UACJ ABS LLC (See NOTE 18—Investments accounted for under the equity method).

22.3 Valuation hierarchy

The following table provides an analysis of derivatives measured at fair value, grouped into levels based on the degree to which the fair value is observable:

| • |  | Level 1 valuation is based on quoted price (unadjusted) in active markets for identical financial instruments, it includes aluminium, copper and zinc futures that are traded on the LME.

| • |  | Level 2 valuation is based on inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. prices) or indirectly (i.e. derived from prices), it includes foreign exchange derivatives.

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| • |  | Level 3 valuation is based on inputs for the asset or liability that are not based on observable market data (unobservable inputs). Trade receivables are classified as a Level 3 measurement under the fair value hierarchy.

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Other financial assets—derivatives |  |  | 9 |  |  |  | 21 |  |  |  | — |  |  |  | 30 |  |  |  | 46 |  |  |  | 50 |  |  |  | — |  |  |  | 96 |
Other financial liabilities—derivatives |  |  | 50 |  |  |  | 39 |  |  |  | — |  |  |  | 89 |  |  |  | 6 |  |  |  | 60 |  |  |  | — |  |  |  | 66 |

There was no material transfer into or out of any Level 1, Level 2 nor Level 3 during the year ended December 31, 2018 and the year ended December 31, 2017.

NOTE 23—FINANCIAL RISK MANAGEMENT

The Group’s financial risk management strategy focuses on minimizing the cash flow impacts of volatility in foreign currency exchange rates, metal prices and interest rates, while maintaining the financial flexibility the Group requires in order to successfully execute the Group’s business strategies.

Due to Constellium’s capital structure and the nature of its operations, the Group is exposed to the following financial risks: (i) market risk (including foreign exchange risk, commodity price risk and interest rate risk); (ii) credit risk and (iii) liquidity and capital management risk.

23.1 Market risk

i. Foreign exchange risk

Net assets, earnings and cash flows are influenced by multiple currencies due to the geographic diversity of sales and the countries in which the Group operates.

Constellium is exposed to foreign exchange risk in the following areas:

| • |  | Transaction exposures, which include:

| ◇ |  | Commercial transactions related to forecasted sales and purchases and on-balance sheet receivables/payables resulting from such transactions.

| ◇ |  | Financing transactions, related to external and internal net debt.

| • |  | Translation exposures, which relate to net investments in foreign entities that are converted in Euros in the Consolidated Financial Statements.

Commercial transaction exposures

The Group policy is to hedge committed and highly probable forecasted foreign currency operational transactions. The Group uses foreign exchange forwards and foreign exchange swaps for this purpose.

The following tables outline the nominal value (converted in millions of Euros at the closing rate) of derivatives for Constellium’s most significant foreign exchange exposures as at December 31, 2018.

Forward derivative sales |  | Maturity Year |  |  | Less than 1 year |  |  | Over 1 year |
USD/EUR |  |  | 2019-2024 |  |  |  | 519 |  |  |  | 276 |
EUR/CHF |  |  | 2019-2023 |  |  |  | 64 |  |  |  | 14 |
Other currencies |  |  | 2019-2020 |  |  |  | 17 |  |  |  | 1 |

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Forward derivative purchases |  | Maturity Year |  |  | Less than 1 year |  |  | Over 1 year |
USD/EUR |  |  | 2019-2024 |  |  |  | 543 |  |  |  | 93 |
EUR/CHF |  |  | 2019-2024 |  |  |  | 118 |  |  |  | 62 |
EUR/CZK |  |  | 2019-2020 |  |  |  | 76 |  |  |  | 61 |
Other currencies |  |  | 2019 |  |  |  | 4 |  |  |  | — |

Forward derivative sales mean that the Group sells currency 1 versus currency 2. Forward derivative purchases mean that the Group buys currency 1 versus currency 2

In 2016, the Group agreed with a major customer for the sale of fabricated metal products in U.S. Dollars to be supplied from a Euro functional currency entity. In line with its hedging policy, the Group entered into significant foreign exchange derivatives which match related highly probable future conversion sales by selling U.S. Dollars against Euros. The Group designated these derivatives for hedge accounting, with total nominal amount of $369 million, as of December 31, 2018 ($484 million as of December 31, 2017), and maturities of 2019 to 2022.

For hedges that do not qualify for hedge accounting, any mark-to-market movements are recognized in Other gains / (losses)—net.

The table below details the effect of foreign currency derivatives in the Consolidated Income Statement and the Consolidated Statement of Comprehensive Income / (Loss):

(in millions of Euros) |  | Notes |  |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Derivatives that do not qualify for hedge accounting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Included in Other gains / (losses)—net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized gains / (losses) on foreign currency derivatives—net |  |  | 9 |  |  |  | 9 |  |  |  | (19 | ) |  |  | (46 | )
Unrealized (losses) / gains on foreign currency derivatives—net(A) |  |  | 9 |  |  |  | (1 | ) |  |  | 16 |  |  |  | 40 |
Derivatives that qualify for hedge accounting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Included in Revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized gains / (losses) on foreign currency derivatives—net |  |  | 9 |  |  |  | 4 |  |  |  | 1 |  |  |  | — |
Unrealized (losses) / gains on foreign currency derivatives—net |  |  | 9 |  |  |  | (2 | ) |  |  | 1 |  |  |  | — |
Included in Other gains / (losses)—net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized (losses) / gains on foreign currency derivatives—net |  |  | 9 |  |  |  | (2 | ) |  |  | 3 |  |  |  | — |
Unrealized gains / (losses) on foreign currency derivatives—net |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |
Realized gains / (losses) in ineffective portion of derivatives |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |
Included in other comprehensive income / (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized (losses) / gains on foreign currency derivatives—net |  |  |  |  |  |  | (23 | ) |  |  | 48 |  |  |  | (27 | )
(Losses) reclassified from cash flow hedge reserve to Consolidated Income Statement |  |  |  |  |  |  | (2 | ) |  |  | (2 | ) |  |  | — |

(A) | Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be reflected in future years when these sales are recognized.

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Financing transaction exposures

When the Group enters into intercompany loans and deposits, the financing is generally provided in the functional currency of the subsidiary. The foreign currency exposure of the Group’s external funding and liquid assets is systematically hedged either naturally through external foreign currency loans and deposits or through cross currency basis swaps and simple foreign currency swaps.

At December 31, 2018, the net position hedged related to loans and deposits was a forward purchase of $170 million versus the Euro. This comprised of a forward purchase of $620 million versus the Euro, a forward sale of $215 million versus the Euro, both using cross currency basis swaps, and a forward sale of $235 million versus the Euro using simple foreign exchange forward contracts.

The table below details the effect of foreign currency derivatives in the Consolidated Income Statement:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Included in Finance costs—net |  |  |  |  |  |  |  |  |  |  |  |
Realized gains / (losses) on foreign currency derivatives—net |  |  | 5 |  |  |  | 31 |  |  |  | 15 |
Unrealized gains / (losses) on foreign currency derivatives—net |  |  | 23 |  |  |  | (110 | ) |  |  | 30 |
Total |  |  | 28 |  |  |  | (79 | ) |  |  | 45 |

In accordance with the Group policy, the net foreign exchange result related to financing activities is expected to be balanced at any time.

Net debt derivatives settled during the year are presented in ‘Other financing activities’ in the Consolidated Statement of Cash Flows.

Foreign exchange sensitivity on commercial and financing transaction exposures

The largest exposures of the Group are related to the Euro/US Dollar exchange rate. The table below summarizes the impact on profit and Equity (before tax effect) of a 10% strengthening of the US Dollar versus the Euro for non US Dollar functional currency entities.

(in millions of Euros) |  | Effect on profit before tax |  |  | Effect on pretax equity |
Trade receivables |  |  | 5 |  |  |  | — |
Trade payables |  |  | (1 | ) |  |  | — |
Derivatives on commercial transaction(A) |  |  | 18 |  |  |  | (34 | )
Commercial transaction exposure |  |  | 22 |  |  |  | (34 | )
Cash in Bank and intercompany loans |  |  | 133 |  |  |  | — |
Borrowings |  |  | (150 | ) |  |  | — |
Derivatives on financing transaction |  |  | 17 |  |  |  | — |
Financing transaction exposure |  |  | — |  |  |  | — |
Total |  |  | 22 |  |  |  | (34 | )

(A) | Gains or losses on the hedging instruments are expected to offset losses or gains on the underlying hedged forecasted sales that will be reflected in future years when these sales are recognized. The impact on pretax equity (€34 million) relates to derivatives hedging future sales spread from 2019 to 2022 which are designated as cash flow hedges.

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The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change.

Translation exposures

Foreign exchange impacts related to the translation to Euro of net investments in foreign subsidiaries, and related revenues and expenses are not hedged as the Group operates in these various countries on permanent basis (except as described below).

In June 2018, the Group entered into forward contracts for a total nominal amount of CHF174 million in order to hedge the currency risk associated with the translation of the net assets of its Swiss operations into the Group’s presentation currency. The Group designated these derivatives as a net investment hedge. The unrealized loss of the net investment hedge is included in Other Comprehensive Income for €4 million as of December 31, 2018.

Foreign exchange sensitivity

The exposure relates to foreign currency translation of net investments in foreign subsidiaries and arises mainly from operations conducted by US Dollar functional currency subsidiaries.

The table below summarizes the impact on profit and Equity (before tax effect) of a 10% strengthening of the US Dollar versus the Euro (on average rate for profit before tax and closing rate for pretax equity) for US Dollar functional currency entities.

(in millions of Euros) |  | Effect on profit before tax |  |  | Effect on pretax equity |
10% strengthening US Dollar/Euro |  |  | (5 | ) |  |  | 7 |

The amounts shown in the table above may not be indicative of future results since the balances of financial assets and liabilities may change.

Margin calls

Our financial counterparties may require margin calls should our mark-to-market exceed a pre-agreed contractual limit. In order to protect from the potential margin calls for significant market movements, the Group ensures that financial counterparts hedging the transactional exposure are also hedging the foreign currency loan and deposit exposure. Further, the Group holds a significant liquidity buffer in cash or in availability under its various borrowing facilities, enters into derivatives with a large number of financial counterparties and monitors margin requirements on a daily basis.

At December 31, 2018 and 2017, the margin requirement related to foreign exchange hedges was not material and the Group was not exposed to material margin call risk.

ii. Commodity price risk

The Group is subject to the effects of market fluctuations in the price of aluminium, which is the Group’s primary metal input and a significant component of its output. The Group is also exposed to variation in the premium and in the price of zinc, natural gas, silver and copper but in a less significant way.

The Group policy is to minimize exposure to aluminium price volatility by passing through the aluminium price risk to customers and using derivatives where necessary. All sales and purchases are converted to be on the same floating basis and then ensure that the same quantities are bought and sold at the same (market) price. The Group purchases fixed price aluminium forwards to offset the exposure of LME volatility on its fixed price sales agreements for the supply of metal.

The group also purchases fixed price copper, aluminium premium, silver and zinc forwards to offset the commodity exposure where sales contracts have embedded fixed price agreements for the relevant commodity.

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In addition, the Group also purchases natural gas fixed price forwards to lock in energy costs where a fixed price purchase contract is not possible.

At December 31, 2018, the nominal amount of commodity derivatives is as follows:

(in millions of Euros) |  | Maturity |  |  | Less than 1 year |  |  | Over 1 year |
Aluminium |  |  | 2019-2023 |  |  |  | 392 |  |  |  | 48 |
Premium |  |  | 2019-2021 |  |  |  | 10 |  |  |  | 4 |
Copper |  |  | 2019-2021 |  |  |  | 5 |  |  |  | 5 |
Silver |  |  | 2019-2020 |  |  |  | 9 |  |  |  | — |
Zinc |  |  | 2019-2021 |  |  |  | 8 |  |  |  | 17 |
Natural gas |  |  | 2019-2020 |  |  |  | 4 |  |  |  | 2 |

The value of the contracts will fluctuate due to changes in market prices but is intended to help protect the Group’s margin on future conversion and fabrication activities. At December 31, 2018, these contracts were directly entered into with external counterparties.

The Group does not apply hedge accounting on commodity derivatives and therefore any mark-to-market movements are recognized in Other gains / (losses)—net.

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Derivatives |  |  |  |  |  |  |  |  |  |  |  |
Included in Other gains / (losses)—net |  |  |  |  |  |  |  |  |  |  |  |
Realized gain / (loss) on commodity derivatives—net |  |  | 7 |  |  |  | 16 |  |  |  | (16 | )
Unrealized (loss) / gain on commodity derivatives—net |  |  | (83 | ) |  |  | 41 |  |  |  | 31 |

Commodity price sensitivity: risks associated with derivatives

The net impact on earnings and equity of a 10% increase in the market price of aluminium, based on the aluminium derivatives held by the Group at December 31, 2018 (before tax effect), with all other variables held constant was estimated to be a €37 million gain. The balances of such financial instruments may change in future years however, and therefore the amounts shown may not be indicative of future results.

Margin Calls

As the LME price for aluminium falls, the derivative contracts entered into with financial institution counterparties have a negative mark-to-market. The Group’s financial institution counterparties may require margin calls should the negative mark-to-market exceed a pre-agreed contractual limit. In order to protect from the potential margin calls for significant market movements, the Group enters into derivatives with a large number of financial counterparties and monitors margin requirements on a daily basis for adverse movements in aluminium prices. At December 31, 2018, the margin requirement related to aluminium or any other commodity hedges was €5 million. Margins call supported by the Group will be partially offset by advance payments received from customers and the Group was not exposed to any other material margin call risk.

iii. Interest rate risk

Interest rate risk refers to the risk that the value of financial instruments held by the Group and that are subject to variable rates will fluctuate, or the cash flows associated with such instruments will be impacted due to changes in market interest rates. The Group’s interest rate risk arises principally from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk, which is partially offset by cash and cash

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equivalent deposits (including short-term investments) earning interest at variable interest rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. (See NOTE 22—Financial Instruments). At December 31, 2018, Group’s borrowings were mainly at fixed rate.

Interest rate sensitivity: risks associated with variable-rate financial instruments

The impact on income before income tax for the year of a 50 basis point increase or decrease in the LIBOR or EURIBOR interest rates, based on the variable rate financial instruments held by the Group at December 31, 2018, with all other variables held constant, was estimated to be less than €1 million for the years ended December 31, 2018 and 2017. However, the balances of such financial instruments may not remain constant in future years, and therefore the amounts shown may not be indicative of future results.

23.2 Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk with financial institutions and other parties as a result of cash-in-bank, cash deposits, mark-to-market on derivative transactions and customer trade receivables arising from the Group’s operating activities. The maximum exposure to credit risk for the year ended December 31, 2018 is the carrying value of each class of financial asset as described in NOTE 22—Financial Instruments. The Group does not generally hold any collateral as security.

Credit risk related to transactions with financial institutions

Credit risk with financial institutions is managed by the Group’s Treasury department in accordance with a Board approved policy. Management is not aware of any significant risks associated with financial institutions as a result of cash and cash equivalent deposits, including short-term investments, and financial derivative transactions.

The number of financial counterparties is tabulated below showing our exposure to the counterparty by rating type (Parent company ratings from Moody’s Investor Services):

|  | At December 31, 2018 |  |  | At December 31, 2017 |
| Number of financial counterparties(A) |  |  | Exposure (in millions of Euros) |  |  | Number of financial counterparties(A) |  |  | Exposure (in millions of Euros) |
Rated Aa or better |  |  | 2 |  |  |  | 22 |  |  |  | 3 |  |  |  | 52 |
Rated A |  |  | 8 |  |  |  | 110 |  |  |  | 12 |  |  |  | 224 |
Rated Baa |  |  | 2 |  |  |  | 4 |  |  |  | 3 |  |  |  | 19 |
Total |  |  | 12 |  |  |  | 136 |  |  |  | 18 |  |  |  | 295 |

(A) | Financial Counterparties for which the Group’s exposure is below €0.25 million have been excluded from the analysis.

Credit risks related to customer trade receivables

The Group has a diverse customer base geographically and by industry. The responsibility for customer credit risk management rests with management. Payment terms vary and are set in accordance with practices in the different geographies and end-markets served. Credit limits are typically established based on internal or external rating criteria, which take into account such factors as the financial condition of the customers, their credit history and the risk associated with their industry segment.

Trade receivables are actively monitored and managed, at the business unit or site level. Business units report credit exposure information to Constellium management on a regular basis. Over 88% of the Group’s trade

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account receivables are insured by insurance companies rated A3 or better, or sold to a factor on a non-recourse basis. In situations where collection risk is considered to be above acceptable levels, risk is mitigated through the use of advance payments, bank guarantees or letters of credit.

Historically, we have a very low level of customer default as a result of long history of dealing with our customer base and an active credit monitoring function. See NOTE 14—Trade Receivables and other for the aging of trade receivables.

23.3 Liquidity and capital risk management

Group’s capital structure includes shareholder’s equity, borrowings and various third-party financing arrangements (such as credit facilities and factoring arrangements). Constellium’s total capital is defined as total equity plus net debt. Net debt includes borrowings due to third parties less cash and cash equivalents.

Constellium’s overriding objectives when managing capital are to safeguard the business as a going concern, to maximize returns for its owners and to maintain an optimal capital structure in order to minimize the weighted cost of capital.

All activities around cash funding, borrowings and financial instruments are centralized within Constellium’s Treasury department. Direct external funding or transactions with banks at the operating entity level are generally not permitted, and exceptions must be approved by Constellium’s Treasury department.

The liquidity requirements of the overall Company are funded by drawing on available credit facilities, while the internal management of liquidity is optimized by means of cash pooling agreements and/or intercompany loans and deposits between the Company’s operating entities and central Treasury.

At December 31, 2018, the borrowing base for the pan US ABL facility and the French inventory facility were $300 million and €80 million respectively. After deduction of amount drawn and letters of credit, the Group had €335 million outstanding availability under these secured revolving credit facilities at December 31, 2018.

At December 31, 2018, liquidity was €669 million, comprised of €164 million of cash and cash equivalents and €505 million of available undrawn facilities, including the €335 million described above.

The tables below show undiscounted contractual financial assets and financial liabilities values by relevant maturity groupings based on the remaining periods from December 31, 2018 and December 31, 2017 respectively to the contractual maturity date.

|  | At December 31, 2018 |  |  | At December 31, 2017 |
| Less than 1 year |  |  | Between 1 - 5 years |  |  | Over 5 years |  |  | Less than 1 year |  |  | Between 1 - 5 years |  |  | Over 5 years |
Financial assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net debt derivatives |  |  | 5 |  |  |  | 12 |  |  |  | — |  |  |  | 6 |  |  |  | 3 |  |  |  | — |
Net cash flows from derivative assets related to currencies and commodities |  |  | 22 |  |  |  | 12 |  |  |  | — |  |  |  | 59 |  |  |  | 15 |  |  |  | — |
Total |  |  | 27 |  |  |  | 24 |  |  |  | — |  |  |  | 65 |  |  |  | 18 |  |  |  | — |

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|  | Notes |  |  | At December 31, 2018 |  |  | At December 31, 2017 |
| Less than 1 year |  |  | Between 1 - 5 years |  |  | After 5 years |  |  | Less than 1 year |  |  | Between 1 - 5 years |  |  | After 5 years |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings(A) |  |  |  |  |  |  | 6 |  |  |  | 315 |  |  |  | 1,754 |  |  |  | 67 |  |  |  | 318 |  |  |  | 1,692 |
Interest(B) |  |  |  |  |  |  | 114 |  |  |  | 422 |  |  |  | 173 |  |  |  | 103 |  |  |  | 421 |  |  |  | 264 |
Net debt derivatives |  |  |  |  |  |  | 3 |  |  |  | 4 |  |  |  | — |  |  |  | 3 |  |  |  | 10 |  |  |  | — |
Net cash flows from derivative liabilities related to currencies and commodities |  |  |  |  |  |  | 56 |  |  |  | 35 |  |  |  | — |  |  |  | 17 |  |  |  | 11 |  |  |  | — |
Trade payables and other (excludes deferred revenue and contract liabilities) |  |  | 20 |  |  |  | 900 |  |  |  | 18 |  |  |  | — |  |  |  | 920 |  |  |  | 20 |  |  |  | — |
Total |  |  |  |  |  |  | 1,079 |  |  |  | 794 |  |  |  | 1,927 |  |  |  | 1,110 |  |  |  | 780 |  |  |  | 1,956 |

(A) | Borrowings include the pan US ABL facility, which is considered short-term in nature and is included in the category “Less than 1 year” but exclude finance leases.

(B) | Interests disclosed are undiscounted forecast interest.

NOTE 24—PENSIONS AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS

The Group operates a number of pensions, other post-employment benefits and other long-term employee benefit plans. Some of these plans are defined contribution plans and some are defined benefit plans, with assets held in separate trustee-administered funds. Benefits paid through pension trusts are sufficiently funded to ensure the payment of benefits to retirees when they become due.

Actuarial valuations are reflected in the Consolidated Financial Statements as described in NOTE 2.6—Principles governing the preparation of the Consolidated Financial Statements.

24.1 Description of the plans

Pension plans

Constellium’s pension obligations are in the US, Switzerland, Germany and France. Pension benefits are generally based on the employee’s service and highest average eligible compensation before retirement and are periodically adjusted for cost of living increases, either by company practice, collective agreement or statutory requirement. US, Swiss and France benefit plans are funded through long-term employee benefit funds.

Other post-employment benefits (OPEB)

The Group provides health care and life insurance benefits to retired employees and in some cases to their beneficiaries and covered dependents, mainly in the US. Eligibility for coverage depends on certain age and service criteria. These benefit plans are unfunded.

Other long-term employee benefits

Other long term employee benefits mainly include jubilees in France, Germany and Switzerland and other long-term disability benefits in the US. These benefit plans are unfunded.

24.2 Description of risks

Our estimates of liabilities and expenses for pensions and other post-employment benefits incorporate a number of assumptions, including discount rate, longevity estimate and inflation rate. The defined benefit obligations expose the Group to a number of risks, including longevity, inflation, interest rate, medical cost inflation,

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investment performance, and change in law governing the employee benefit obligations. These risks are mitigated when possible by applying an investment strategy for the funded schemes which aims to minimize the long-term costs. This is achieved by investing in a diversified selection of asset classes, which aims to reduce the volatility of returns and also achieves a level of matching with the underlying liabilities.

Investment performance risk

Our pension plan assets consist primarily of funds invested in listed stocks and bonds.

The present value of funded defined benefit obligations is calculated using a discount rate determined by reference to high quality corporate bond yields. If the return on plan asset is below this rate, it will increase the plan deficit.

Interest rate risk

A decrease in the discount rate will increase the defined benefit obligation. At December 31, 2018, impacts of the change on the defined benefit obligation of a 0.50% increase / decrease in the discount rates are calculated by using a proxy based on the duration of each scheme:

(in millions of Euros) |  | 0.50% increase in discount rates |  |  | 0.50% decrease in discount rates |
France |  |  | (9 | ) |  |  | 10 |
Germany |  |  | (8 | ) |  |  | 9 |
Switzerland |  |  | (19 | ) |  |  | 22 |
United States |  |  | (26 | ) |  |  | 28 |
Total sensitivity on Defined Benefit Obligations |  |  | (62 | ) |  |  | 69 |

Longevity risk

The present value of the defined benefit obligation is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plan’s liability.

24.3 Actuarial assumptions

Pension and other post-employment benefit obligations were updated based on the discount rates applicable at December 31, 2018. The principal actuarial assumptions used at December 31, 2018 and 2017 were as follows:

|  | At December 31, 2018 |  | At December 31, 2017
|  | Rate of increase in salaries |  | Rate of increase in pensions |  | Discount rate |  | Rate of increase in salaries |  | Rate of increase in pensions |  | Discount rate
Switzerland |  | 1.50% |  | — |  | 0.80% |  | 1.50% |  | — |  | 0.65%
US |  | — |  | — |  | — |  | — |  | — |  | —
Hourly pension |  | 2.20% |  | — |  | 4.40%-4.45% |  | 2.20% |  | — |  | 3.70%-3.75%
Salaried pension |  | 3.80% |  | — |  | 4.45% |  | 3.80% |  | — |  | 3.80%
OPEB(A) |  | 3.80% |  | — |  | 4.40%-4.55% |  | 3.80% |  | — |  | 3.70%-3.85%
Other benefits |  | 3.80% |  | — |  | 4.25%-4.40% |  | 3.80% |  | — |  | 3.60%-3.70%
France |  | 1.50%-2.50% |  | 2.00% |  | — |  | 1.50%-1.75% |  | 2.00% |  | —
Retirements |  | — |  | — |  | 1.65% |  | — |  | — |  | 1.50%
Other benefits |  | — |  | — |  | 1.35% |  | — |  | — |  | 1.20%
Germany |  | 2.75% |  | 1.70% |  | 1.70% |  | 2.75% |  | 1.70% |  | 1.60%

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(A) | The other main financial assumptions used for the OPEB (healthcare plans, which are predominantly in the US) were:

| • |  | Medical trend rate: pre 65: 6.70% starting in 2019 decreasing gradually to 4.50% until 2026 and stable onwards and post 65: 5.80% starting in 2019 decreasing gradually to 4.50% until 2026 and stable onwards, and

| • |  | Claims costs are based on individual company experience.

For both pension and healthcare plans, the post-employment mortality assumptions allow for future improvements in life expectancy.

24.4 Amounts recognized in the Consolidated Statement of Financial Position

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
| Pension Benefits |  |  | Other Benefits |  |  | Total |  |  | Pension Benefits |  |  | Other Benefits |  |  | Total |
Present value of funded obligation |  |  | 674 |  |  |  | — |  |  |  | 674 |  |  |  | 691 |  |  |  | — |  |  |  | 691 |
Fair value of plan assets |  |  | (380 | ) |  |  | — |  |  |  | (380 | ) |  |  | (387 | ) |  |  | — |  |  |  | (387 | )
Deficit of funded plans |  |  | 294 |  |  |  | — |  |  |  | 294 |  |  |  | 304 |  |  |  | — |  |  |  | 304 |
Present value of unfunded obligation |  |  | 115 |  |  |  | 201 |  |  |  | 316 |  |  |  | 110 |  |  |  | 250 |  |  |  | 360 |
Net liability arising from defined benefit obligation |  |  | 409 |  |  |  | 201 |  |  |  | 610 |  |  |  | 414 |  |  |  | 250 |  |  |  | 664 |

24.5 Movement in net defined benefit obligations

|  | At December 31, 2018 |
(in millions of Euros) |  | Defined benefit obligations |  |  | Plan Assets |  |  | Net defined benefit liability |
| Pension benefits |  |  | Other benefits |  |  | Total |
At January 1, 2018 |  |  | 801 |  |  |  | 250 |  |  |  | 1,051 |  |  |  | (387 | ) |  |  | 664 |
Included in the Consolidated Income Statement |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current service cost |  |  | 18 |  |  |  | 6 |  |  |  | 24 |  |  |  | — |  |  |  | 24 |
Interest cost / (income) |  |  | 16 |  |  |  | 8 |  |  |  | 24 |  |  |  | (9 | ) |  |  | 15 |
Past service cost |  |  | — |  |  |  | (36 | ) |  |  | (36 | ) |  |  | — |  |  |  | (36 | )
Immediate recognition of gains / (losses) arising over the year |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Administration expenses |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | 2 |
Included in the Statement of Comprehensive Income / (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Remeasurements due to: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
—actual return less interest on plan assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26 |  |  |  | 26 |
—changes in financial assumptions |  |  | (30 | ) |  |  | (15 | ) |  |  | (45 | ) |  |  | — |  |  |  | (45 | )
—changes in demographic assumptions |  |  | (5 | ) |  |  | (1 | ) |  |  | (6 | ) |  |  | — |  |  |  | (6 | )
—experience losses |  |  | (1 | ) |  |  | (2 | ) |  |  | (3 | ) |  |  | — |  |  |  | (3 | )
Effects of changes in foreign exchange rates |  |  | 22 |  |  |  | 9 |  |  |  | 31 |  |  |  | (16 | ) |  |  | 15 |
Included in the Consolidated Statement of Cash Flows |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |
Benefits paid |  |  | (35 | ) |  |  | (19 | ) |  |  | (54 | ) |  |  | 31 |  |  |  | (23 | )
Contributions by the Group |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (23 | ) |  |  | (23 | )
Contributions by the plan participants |  |  | 3 |  |  |  | 1 |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |
At December 31, 2018 |  |  | 789 |  |  |  | 201 |  |  |  | 990 |  |  |  | (380 | ) |  |  | 610 |

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|  | At December 31, 2017 |
(in millions of Euros) |  | Defined benefit obligations |  |  | Plan Assets |  |  | Net defined benefit liability |
| Pension benefits |  |  | Other benefits |  |  | Total |
At January 1, 2017 |  |  | 853 |  |  |  | 273 |  |  |  | 1,126 |  |  |  | (391 | ) |  |  | 735 |
Included the Consolidated Income Statement |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current service cost |  |  | 18 |  |  |  | 6 |  |  |  | 24 |  |  |  | — |  |  |  | 24 |
Interest cost / (income) |  |  | 18 |  |  |  | 9 |  |  |  | 27 |  |  |  | (10 | ) |  |  | 17 |
Past service cost |  |  | (16 | ) |  |  | (4 | ) |  |  | (20 | ) |  |  | — |  |  |  | (20 | )
Immediate recognition of gains / (losses) arising over the year |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Administration expenses |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3 |  |  |  | 3 |
Included in the Statement of Comprehensive Income / (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Remeasurements due to: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
—actual return less interest on plan assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (36 | ) |  |  | (36 | )
—changes in financial assumptions |  |  | 23 |  |  |  | 14 |  |  |  | 37 |  |  |  | — |  |  |  | 37 |
—changes in demographic assumptions |  |  | — |  |  |  | (1 | ) |  |  | (1 | ) |  |  | — |  |  |  | (1 | )
—experience losses |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Effects of changes in foreign exchange rates |  |  | (61 | ) |  |  | (29 | ) |  |  | (90 | ) |  |  | 42 |  |  |  | (48 | )
Included in the Consolidated Statement of Cash Flows |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Benefits paid |  |  | (38 | ) |  |  | (18 | ) |  |  | (56 | ) |  |  | 33 |  |  |  | (23 | )
Contributions by the Group |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (24 | ) |  |  | (24 | )
Contributions by the plan participants |  |  | 4 |  |  |  | — |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |
At December 31, 2017 |  |  | 801 |  |  |  | 250 |  |  |  | 1,051 |  |  |  | (387 | ) |  |  | 664 |

24.6 OPEB amendments

In the third quarter of 2018, the Group announced a plan to transfer certain participants in the Constellium Rolled Products Ravenswood Retiree Medical and Life Insurance Plan (“the Plan”) from a company sponsored program to a third-party health network that provides similar benefits at a lower cost. This change in benefits was accounted for as a plan amendment and resulted in both a reduction of the defined benefit obligation and the recognition of a €36 million gain from negative past service cost.

The United Steelworkers Local Union 5668 is contesting the changes to the Plan and filed a law suit against Constellium Rolled Products Ravenswood, LLC in a federal district court in West Virginia (the “Court”) seeking to enjoin the Plan changes and to compel arbitration. The Court issued an order in December 2018 enjoining the Company from implementing the changes to the Plan pending resolution in arbitration.

The Group believes it has a strong legal position, and that it is probable that it will ultimately prevail and be able to implement the Plan changes.

24.7 Net defined benefit obligations by country

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Defined benefit obligations |  |  | Plan assets |  |  | Net defined benefit liability |  |  | Defined benefit obligations |  |  | Plan assets |  |  | Net defined benefit liability |
France |  |  | 151 |  |  |  | (3 | ) |  |  | 148 |  |  |  | 148 |  |  |  | (3 | ) |  |  | 145 |
Germany |  |  | 136 |  |  |  | (1 | ) |  |  | 135 |  |  |  | 142 |  |  |  | (1 | ) |  |  | 141 |
Switzerland |  |  | 251 |  |  |  | (178 | ) |  |  | 73 |  |  |  | 251 |  |  |  | (177 | ) |  |  | 74 |
United States |  |  | 451 |  |  |  | (198 | ) |  |  | 253 |  |  |  | 509 |  |  |  | (206 | ) |  |  | 303 |
Other countries |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  | 1 |  |  |  | — |  |  |  | 1 |
Total |  |  | 990 |  |  |  | (380 | ) |  |  | 610 |  |  |  | 1,051 |  |  |  | (387 | ) |  |  | 664 |

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24.8 Plan asset categories

|  | At December 31, 2018 |  |  | At December 31, 2017 |
(in millions of Euros) |  | Quoted in an active market |  |  | Unquoted in an active market |  |  | Total |  |  | Quoted in an active market |  |  | Unquoted in an active market |  |  | Total |
Cash & cash equivalents |  |  | 6 |  |  |  | — |  |  |  | 6 |  |  |  | 3 |  |  |  | — |  |  |  | 3 |
Equities |  |  | 95 |  |  |  | 40 |  |  |  | 135 |  |  |  | 109 |  |  |  | 51 |  |  |  | 160 |
Bonds |  |  | 71 |  |  |  | 110 |  |  |  | 181 |  |  |  | 68 |  |  |  | 106 |  |  |  | 174 |
Property |  |  | 10 |  |  |  | 33 |  |  |  | 43 |  |  |  | 8 |  |  |  | 29 |  |  |  | 37 |
Other |  |  | 5 |  |  |  | 10 |  |  |  | 15 |  |  |  | 5 |  |  |  | 8 |  |  |  | 13 |
Total fair value of plan assets |  |  | 187 |  |  |  | 193 |  |  |  | 380 |  |  |  | 193 |  |  |  | 194 |  |  |  | 387 |

24.9 Cash flows

Expected contributions to pension and other benefits amount to €26 million and €19 million respectively for the year ended December 31, 2019.

Benefit payments expected to be paid either by pension funds or directly by the Company to beneficiaries over the next years are as follows:

(in millions of Euros) |  | Estimated benefits payments |
Year ended December 31, |  |  |  |
2019 |  |  | 53 |
2020 |  |  | 49 |
2021 |  |  | 52 |
2022 |  |  | 54 |
2023 |  |  | 56 |
2024 to 2028 |  |  | 290 |

At December 31, 2018, the weighted-average maturity of the defined benefit obligations was 13.3 years (2017: 14.0 years).

NOTE 25—PROVISIONS

(in millions of Euros) |  | Notes |  |  | Close down and environmental remediation costs |  |  | Restructuring costs |  |  | Legal claims and other costs |  |  | Total |
At January 1, 2018 |  |  |  |  |  |  | 81 |  |  |  | 5 |  |  |  | 67 |  |  |  | 153 |
Transfer from provision to contract liability |  |  | 2 |  |  |  | — |  |  |  | — |  |  |  | (23 | ) |  |  | (23 | )
Allowance |  |  |  |  |  |  | 3 |  |  |  | 1 |  |  |  | 15 |  |  |  | 19 |
Amounts used |  |  |  |  |  |  | (2 | ) |  |  | (2 | ) |  |  | (4 | ) |  |  | (8 | )
Unused amounts reversed |  |  |  |  |  |  | — |  |  |  | (1 | ) |  |  | (6 | ) |  |  | (7 | )
Unwinding of discounts |  |  |  |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | (1 | )
Effects of changes in foreign exchange rates |  |  |  |  |  |  | 2 |  |  |  | — |  |  |  | 1 |  |  |  | 3 |
Transfer |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 4 |  |  |  | 4 |
At December 31, 2018 |  |  |  |  |  |  | 83 |  |  |  | 3 |  |  |  | 54 |  |  |  | 140 |
Current |  |  |  |  |  |  | 5 |  |  |  | 1 |  |  |  | 40 |  |  |  | 46 |
Non-Current |  |  |  |  |  |  | 78 |  |  |  | 2 |  |  |  | 14 |  |  |  | 94 |
Total Provisions |  |  |  |  |  |  | 83 |  |  |  | 3 |  |  |  | 54 |  |  |  | 140 |

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(in millions of Euros) |  | Notes |  |  | Close down and environmental remediation costs |  |  | Restructuring costs |  |  | Legal claims and other costs |  |  | Total |
At January 1, 2017 |  |  |  |  |  |  | 88 |  |  |  | 5 |  |  |  | 56 |  |  |  | 149 |
Allowance |  |  |  |  |  |  | 3 |  |  |  | 3 |  |  |  | 19 |  |  |  | 25 |
Amounts used |  |  |  |  |  |  | (2 | ) |  |  | (2 | ) |  |  | (3 | ) |  |  | (7 | )
Unused amounts reversed |  |  |  |  |  |  | — |  |  |  | (1 | ) |  |  | (4 | ) |  |  | (5 | )
Unwinding of discounts |  |  |  |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | (1 | )
Effects of changes in foreign exchange rates |  |  |  |  |  |  | (7 | ) |  |  | — |  |  |  | (1 | ) |  |  | (8 | )
At December 31, 2017 |  |  |  |  |  |  | 81 |  |  |  | 5 |  |  |  | 67 |  |  |  | 153 |
Current |  |  |  |  |  |  | 4 |  |  |  | 3 |  |  |  | 33 |  |  |  | 40 |
Non-Current |  |  |  |  |  |  | 77 |  |  |  | 2 |  |  |  | 34 |  |  |  | 113 |
Total Provisions |  |  |  |  |  |  | 81 |  |  |  | 5 |  |  |  | 67 |  |  |  | 153 |

Close down, environmental and remediation costs

The Group records provisions for the estimated present value of the costs of its environmental clean-up obligations and close down and restoration efforts based on the net present value of estimated future costs of the dismantling and demolition of infrastructure and the removal of residual material of disturbed areas, using an average discount rate of 1.04%. A change in the discount rate of 0.5% would change the provision by €2 million.

It is expected that these provisions will be settled over the next 40 years depending on the nature of the disturbance and the technical remediation plans.

Restructuring costs

The Group records provisions for restructuring costs when management has a detailed formal plan, is demonstrably committed to its execution and can reasonably estimate the associated liabilities. The related expenses are presented as Restructuring costs in the Consolidated Income Statement.

Legal claims and other costs

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Maintenance and customer related provisions(A) |  |  | 6 |  |  |  | 25 |
Litigation(B) |  |  | 41 |  |  |  | 36 |
Disease claims(C) |  |  | 4 |  |  |  | 3 |
Other |  |  | 3 |  |  |  | 3 |
Total Provisions for legal claims and other costs |  |  | 54 |  |  |  | 67 |

(A) | Contract liabilities related to refund penalties and price concessions previously presented as provisions have been reclassified for €23 million as of January 01, 2018.

(B) | The Group is involved in litigation and other proceedings, such as civil, commercial and tax proceedings, incidental to normal operations. It is not anticipated that the resolution of such litigation and proceedings will have a material effect on the future results, financial position, or cash flows of the Group.

(C) | Since the early 1990s, certain activities of the Group’s businesses have been subject to claims and lawsuits in France relating to occupational diseases resulting from alleged asbestos exposure, such as mesothelioma and asbestosis. It is not uncommon for the investigation and resolution of such claims to go on over many years as the latency period for acquiring such diseases is typically between 25 and 40 years. For any such

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| claim, it is up to the social security authorities in each jurisdiction to determine if a claim qualifies as an occupational illness claim. If so determined, the Group must settle the case or defend its position in court. At December 31, 2018, 6 cases in which gross negligence is alleged (“faute inexcusable”) remain outstanding (7 at December 31, 2017), the average amount per claim being less than €0.1 million. The average settlement amount per claim in 2018 and 2017 was less than €0.1 million. It is not anticipated that the resolution of such litigation and proceedings will have a material effect on the future results from continuing operations, financial position, or cash flows of the Group.

Contingencies

The Group is involved, and may become involved, in various law suits, claims and proceedings relating to customer claims, product liability, and other commercial matters. The Group records provisions for pending litigation matters when it determines that it is probable that an outflow of resources will be required to settle the obligation, and such amounts can be reasonably estimated. In some proceedings, the issues raised are or can be highly complex and subject to significant uncertainties and amounts claimed are and can be substantial. As a result, the probability of loss and an estimation of damages are and can be difficult to ascertain.

The Group is currently subject to an arbitration by a customer claiming that Constellium supplied defective products as a result of which the customer alleges it has suffered significant damages. The Group considers that the claim is without merit on both technical and legal grounds and is vigorously defending the action. For this matter and in respect of others which the Group considers are without merit, while it is possible that an unfavorable outcome may result, after assessing the information available, the Group has concluded that it is not probable that a loss has been incurred.

In exceptional cases, when the Group considers that disclosures relating to provisions and contingencies may prejudice its position, disclosures are limited to the general nature of the dispute.

NOTE 26—NON-CASH INVESTING & FINANCING TRANSACTIONS

Property, plant and equipment acquired through finance leases amounted respectively to €28 million, €17 million and €16 million for the years ended December 31, 2018, 2017 and 2016 respectively. These leases are excluded from Statement of Cash Flow as they are non-cash investing transactions.

Fair values of Performance based restricted Shares Units and Restricted Share Units vested during the period amounted to €8 million, €1 million and €4 million for the years ended December 31, 2018, 2017 and 2016 respectively. They are excluded from the Statement of Cash flows as non-cash financing activities.

NOTE 27—SHARE CAPITAL

At December 31, 2018, authorized share capital amounts to €8 million and is divided into 400,000,000 Class A ordinary shares, each with a nominal value of €0.02. All shares, except for the ones held by Constellium N.V., have the right to one vote.

|  |  |  |  | in millions of Euros |
|  | Number of shares |  |  | Share capital |  |  | Share premium |
At January 1, 2018 |  |  | 134,510,623 |  |  |  | 3 |  |  |  | 420 |
New shares issued(A) |  |  | 1,488,771 |  |  |  | — |  |  |  | — |
At December 31, 2018(B) |  |  | 135,999,394 |  |  |  | 3 |  |  |  | 420 |

(A) | Constellium N.V. issued and granted 1,488,771 Class A ordinary shares to certain employees related to share-based compensation plans.

(B) | Constellium N.V. holds 38,597 Class A ordinary shares at December 31, 2018.

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NOTE 28—COMMITMENTS

Non-cancellable operating leases commitments

The Group leases various buildings, machinery, and equipment under operating lease agreements. Total rent expense was €31 million for the year ended December 31, 2018 (€27 million for the year ended December 31, 2017 and €27 million for the year ended December 31, 2016).

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Less than 1 year |  |  | 24 |  |  |  | 19 |
1 to 5 years |  |  | 63 |  |  |  | 49 |
More than 5 years |  |  | 46 |  |  |  | 40 |
Total non-cancellable operating leases minimum payments |  |  | 133 |  |  |  | 108 |

Capital expenditures commitments

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Computer Software |  |  | 1 |  |  |  | 2 |
Property, plant and equipment |  |  | 123 |  |  |  | 99 |
Total capital expenditure commitments |  |  | 124 |  |  |  | 101 |

NOTE 29—RELATED PARTIES

Subsidiaries and affiliates

A list of the principal companies controlled by the Group is presented in NOTE 31—Subsidiaries and operating segments. Transactions between fully consolidated companies are eliminated when preparing the Consolidated Financial Statements.

Investments accounted for under the equity method are the only related parties identified by the Group during the years ended December 31, 2018, 2017 and 2016. Transactions with these related parties are described in NOTE 18—Investments accounted for under the equity method.

Shareholders

On March 28, 2018, Constellium Issoire entered into a €10 million unsecured Revolving Credit Facility with BPI France, a related party.

Key management remuneration

The Group’s key management comprises the Board members and the Executive committee members effectively present during 2018.

Executive committee members are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly reporting to the CEO.

The costs reported below are compensation and benefits for key management:

| • |  | Short term employee benefits include their base salary plus bonus.

| • |  | Directors’ fees include annual director fees, Board and committees’ attendance fees.

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| • |  | Share-based compensation includes the portion of the IFRS 2 expense as allocated to key management.

| • |  | Post-employment benefits mainly include pension costs.

| • |  | Termination benefits include departure costs.

As a result, the aggregate compensation for the Group’s key management is comprised of the following:

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Short term employee benefits |  |  | 9 |  |  |  | 8 |  |  |  | 10 |
Directors’ fees |  |  | 1 |  |  |  | 1 |  |  |  | 1 |
Share-based compensation |  |  | 6 |  |  |  | 4 |  |  |  | 2 |
Post-employments benefits |  |  | — |  |  |  | — |  |  |  | — |
Termination benefits |  |  | — |  |  |  | 1 |  |  |  | 1 |
Employer social contribution |  |  | 1 |  |  |  | 1 |  |  |  | 2 |
Total |  |  | 17 |  |  |  | 15 |  |  |  | 16 |

NOTE 30—SHARE-BASED COMPENSATION

Description of the plans

Performance-Based Restricted Stock Units (equity-settled)

The Company granted Performance Share Units (PSUs) to selected employees. These units will vest after three years from the grant date if the following conditions are met:

| • |  | A vesting condition under which the beneficiaries must be continuously employed by the Company through the end of the vesting period (3 years); and

| • |  | For PSUs granted in 2015 and 2016, a performance condition, contingent on the Total Stockholder Return (TSR) performance of Constellium over the measurement periods compared to the TSR of a specified group of peer companies. PSUs will ultimately vest, depending on the TSR performance at each testing period, based on a vesting multiplier in a range from 0% to 300%;

| • |  | For PSUs granted in 2017 and 2018, a performance condition, contingent on the TSR performance of Constellium over the three-year measurement period compared to the TSR of specified indices. PSUs will ultimately vest based on a range from 0% to 200%.

The PSUs granted in November 2015 achieved a TSR performance of 118.2% at its first testing period, 251.1% at its second testing period and 184,4% at its third period, which represented respectively 47,229 potential additional shares in 2016, 366,669 potential additional shares in 2017, and 187,648 potential additional shares in 2018. The PSUs vested in November 2018 and 1,231,055 shares were granted to beneficiaries.

The PSUs granted in March 2016, May 2016, August 2016 and November 2016 achieved, respectively, a TSR performance of 115.9%, 98.1%, 191.6% and 223.8% at their first testing period, which represents 186,059 potential additional shares in 2017. They achieved respectively a TSR performance of 229.9%, 217.2%, 282.2% and 148.7% at their second testing period, which represents 446,022 potential additional shares in 2018. Potential shares could vest in 2019 subject to the continued employment of the beneficiaries.

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The following table lists the inputs to the model used for the PSUs granted in 2018 and 2017:

|  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |
Fair value at grant date (in euros) |  |  | 15.31 |  |  |  | 11.52 |
Share price at grant date (in euros) |  |  | 10.27 |  |  |  | 7.50 |
Dividend yield |  |  | — |  |  |  | — |
Expected volatility(A) |  |  | 75% |  |  |  | 75% |
Risk-free interest rate (US government bond yield) |  |  | 2.60% |  |  |  | 1.51% |
Model used |  |  | Monte Carlo |  |  |  | Monte Carlo |

(A) | Volatilities for the Company and companies included in indices were estimated based on observed historical volatilities over period equal to PSU vesting period.

Restricted Stock Units Award Agreements (equity-settled)

The Company grants Restricted Stock Units (RSUs) to a certain number of employees’ subject to the beneficiaries remaining continuously employed within the Group from the grant date through the end of the vesting period. Vesting period is three years.

In 2016, the Company also granted 150,000 RSUs which vest in equal installments on the first two anniversaries of the grant date, subject to continued employment, of which 75,000 vested on the first anniversary in 2017 and 75,000 in 2018 on the second anniversary.

The fair value of RSUs awarded under the plans described above is the quoted market price at grant date.

Equity Awards Plans (equity-settled)

Company Board members have been granted RSU awards annually since 2012. These RSUs vest in equal installments on the first two anniversaries of the date of grant, subject to their continued service.

The fair value of RSUs awarded under the plan is the quoted market price at grant date.

Expense recognized during the year

In accordance with IFRS 2, share-based compensation is recognized as an expense over the vesting period. The estimate of this expense is based upon the fair value of a Class A potential ordinary share at the grant date. The total expense related to the potential ordinary shares for the year ended December 31, 2018, 2017 and 2016 amounted to €12 million, €8 million and €6 million respectively.

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Movement of potential shares

The following table illustrates the number and movements in shares during the year:

|  | Performance-Based RSU |  |  | Restricted Stock Units |  |  | Equity Award Plans |
|  | Potential Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |  |  | Potential Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |  |  | Potential Shares |  |  | Weighted-Average Grant-Date Fair Value per Share |
At January 1, 2017 |  |  | 2,066,835 |  |  | € | 7.50 |  |  |  | 479,500 |  |  | € | 7.82 |  |  |  | 94,881 |  |  | € | 5.01 |
Granted(A) |  |  | 892,781 |  |  | € | 11.52 |  |  |  | 703,180 |  |  | € | 7.50 |  |  |  | 54,409 |  |  | € | 6.09 |
Over-performance(B) |  |  | 552,728 |  |  | € | 7.63 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Vested |  |  | — |  |  |  | — |  |  |  | (125,000 | ) |  | € | 7.02 |  |  |  | (53,950 | ) |  | € | 5.76 |
Forfeited(C) |  |  | (254,504 | ) |  | € | 8.29 |  |  |  | (113,180 | ) |  | € | 7.27 |  |  |  | — |  |  |  | — |
At December 31, 2017 |  |  | 3,257,840 |  |  | € | 8.56 |  |  |  | 944,500 |  |  | € | 7.76 |  |  |  | 95,340 |  |  | € | 5.20 |
Granted(A) |  |  | 701,109 |  |  | € | 15.31 |  |  |  | 595,687 |  |  | € | 10.23 |  |  |  | 30,709 |  |  | € | 10.27 |
Over-performance(B) |  |  | 633,670 |  |  | € | 7.28 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Vested |  |  | (1,265,635 | ) |  | € | 7.09 |  |  |  | (155,000 | ) |  | € | 10.83 |  |  |  | (68,136 | ) |  | € | 4.85 |
Forfeited(C) |  |  | (241,820 | ) |  | € | 8.40 |  |  |  | (72,663 | ) |  | € | 8.57 |  |  |  | — |  |  |  | — |
At December 31, 2018 |  |  | 3,085,164 |  |  | € | 10.45 |  |  |  | 1,312,524 |  |  | € | 8.47 |  |  |  | 57,913 |  |  | € | 8.31 |

(A) | For PSUs, the number of potential shares granted is presented using a vesting multiplier of 100%.

(B) | When the achievement of TSR performance exceeds the vesting multiplier of 100%, the additional potential shares are presented as over-performance shares.

(C) | For potential shares related to PSUs, 213,820 were forfeited following the departure of certain beneficiaries and 28,000 were forfeited in relation to the non-fulfilment of performance conditions.

NOTE 31—SUBSIDIARIES AND OPERATING SEGMENTS

The following Group’s affiliates are legal entities included in the Consolidated Financial Statements of the Group at December 31, 2018.

Entity |  | Country |  |  | % Group Interest |  |  | Consolidation Method |
Cross Operating Segment |  |  |  |  |  |  |  |  |  |  |  |
Constellium Singen GmbH (AS&I and P&ARP) |  |  | Germany |  |  |  | 100% |  |  |  | Full |
Constellium Valais S.A. (AS&I and A&T) |  |  | Switzerland |  |  |  | 100% |  |  |  | Full |
AS&I |  |  |  |  |  |  |  |  |  |  |  |
Constellium Automotive USA, LLC |  |  | US |  |  |  | 100% |  |  |  | Full |
Constellium Engley (Changchun) Automotive Structures Co Ltd. |  |  | China |  |  |  | 54% |  |  |  | Full |
Constellium Extrusions Decin S.r.o. |  |  | Czech Republic |  |  |  | 100% |  |  |  | Full |
Constellium Extrusions Deutschland GmbH |  |  | Germany |  |  |  | 100% |  |  |  | Full |
Constellium Extrusions Landau GmbH |  |  | Germany |  |  |  | 100% |  |  |  | Full |
Constellium Extrusions Burg GmbH |  |  | Germany |  |  |  | 100% |  |  |  | Full |
Constellium Extrusions France S.A.S. |  |  | France |  |  |  | 100% |  |  |  | Full |
Constellium Extrusions Levice S.r.o. |  |  | Slovakia |  |  |  | 100% |  |  |  | Full |
Constellium Automotive Mexico, S. DE R.L. DE C.V. |  |  | Mexico |  |  |  | 100% |  |  |  | Full |
Constellium Automotive Mexico Trading, S. DE R.L. DE C.V. |  |  | Mexico |  |  |  | 100% |  |  |  | Full |
Astrex Inc |  |  | Canada |  |  |  | 50% |  |  |  | Full |

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Entity |  | Country |  | % Group Interest |  |  | Consolidation Method |
Constellium Automotive Zilina S.r.o. |  | Slovakia |  |  | 100% |  |  |  | Full |
Constellium Automotive Nanjing Co Ltd |  | China |  |  | 100% |  |  |  | Full |
Constellium Automotive Spain SL |  | Spain |  |  | 100% |  |  |  | Full |
A&T |  |  |  |  |  |  |  |  |  |
Constellium Issoire S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium Montreuil Juigné S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium China Limited |  | China |  |  | 100% |  |  |  | Full |
Constellium Japan KK |  | Japan |  |  | 100% |  |  |  | Full |
Constellium Rolled Products Ravenswood, LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Southeast Asia PTE LTD |  | Singapore |  |  | 100% |  |  |  | Full |
Constellium Ussel S.A.S. |  | France |  |  | 100% |  |  |  | Full |
AluInfra Services SA(A) |  | Switzerland |  |  | 50% |  |  |  | Full |
P&ARP |  |  |  |  |  |  |  |  |  |
Constellium Deutschland GmbH |  | Germany |  |  | 100% |  |  |  | Full |
Constellium Rolled Products Singen GmbH KG |  | Germany |  |  | 100% |  |  |  | Full |
Constellium Property and Equipment Company, LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Neuf Brisach |  | France |  |  | 100% |  |  |  | Full |
Constellium Muscle Shoals LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Holding Muscle Shoals LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Muscle Shoals Funding II LLC |  | US |  |  | 100% |  |  |  | Full |
Listerhill Total Maintenance Center LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Metal Procurement LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium-UACJ ABS LLC |  | US |  |  | 51% |  |  |  | Equity |
Rhenaroll |  | France |  |  | 50% |  |  |  | Equity |
Holdings & Corporate |  |  |  |  |  |  |  |  |  |
C-TEC Constellium Technology Center S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium Finance S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium France III |  | France |  |  | 100% |  |  |  | Full |
Constellium France Holdco S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium International |  | France |  |  | 100% |  |  |  | Full |
Constellium Paris S.A.S |  | France |  |  | 100% |  |  |  | Full |
Constellium Germany Holdco GmbH & Co. KG |  | Germany |  |  | 100% |  |  |  | Full |
Constellium Germany Verwaltungs GmbH |  | Germany |  |  | 100% |  |  |  | Full |
Constellium UK Limited |  | United Kingdom |  |  | 100% |  |  |  | Full |
Constellium U.S. Holdings I, LLC |  | US |  |  | 100% |  |  |  | Full |
Constellium Switzerland AG |  | Switzerland |  |  | 100% |  |  |  | Full |
Constellium W S.A.S. |  | France |  |  | 100% |  |  |  | Full |
Constellium Treuhand UG |  | Germany |  |  | 100% |  |  |  | Full |
Engineered Products International S.A.S. |  | France |  |  | 100% |  |  |  | Full |

(A) | AluInfra Services SA, the joint venture created with Novelis in July 2018, is consolidated as a joint operation and is immaterial in the Group Consolidated Financial Statements

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NOTE 32—PARENT COMPANY

Statement of Financial Position of Constellium N.V. (parent company only).

(in millions of Euros) |  | At December 31, 2018 |  |  | At December 31, 2017 |
Assets |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | — |  |  |  | — |
Trade receivables and other |  |  | 109 |  |  |  | 53 |
Other financial assets |  |  | 38 |  |  |  | 28 |
|  |  | 147 |  |  |  | 81 |
Non-current assets |  |  |  |  |  |  |  |
Property, plant and equipment |  |  | — |  |  |  | — |
Financial assets |  |  | 2,106 |  |  |  | 2,143 |
Investments in subsidiaries |  |  | 144 |  |  |  | 131 |
Deferred income tax assets |  |  | 2 |  |  |  | — |
|  |  | 2,252 |  |  |  | 2,274 |
Total Assets |  |  | 2,399 |  |  |  | 2,355 |
Liabilities |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |
Trade payables and other |  |  | 5 |  |  |  | 6 |
Income tax payable |  |  | 21 |  |  |  | — |
Other financial liabilities |  |  | 33 |  |  |  | 22 |
|  |  | 59 |  |  |  | 28 |
Non-current liabilities |  |  |  |  |  |  |  |
Borrowings |  |  | 2,022 |  |  |  | 1,957 |
|  |  | 2,022 |  |  |  | 1,957 |
Total Liabilities |  |  | 2,081 |  |  |  | 1,985 |
Equity |  |  |  |  |  |  |  |
Share capital |  |  | 3 |  |  |  | 3 |
Share premium |  |  | 429 |  |  |  | 429 |
Accumulated retained earnings |  |  | (239 | ) |  |  | (17 | )
Other reserves |  |  | 38 |  |  |  | 25 |
Net income/ (loss) |  |  | 87 |  |  |  | (70 | )
Total Equity |  |  | 318 |  |  |  | 370 |
Total Equity and Liabilities |  |  | 2,399 |  |  |  | 2,355 |

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Statement of Comprehensive income / (loss) of Constellium N.V. (parent company only).

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Revenue |  |  | 3 |  |  |  | 1 |  |  |  | 1 |
Gross profit |  |  | 3 |  |  |  | 1 |  |  |  | 1 |
Selling and administrative expenses |  |  | (15 | ) |  |  | (5 | ) |  |  | (8 | )
Employee benefit expenses |  |  | (3 | ) |  |  | (1 | ) |  |  | — |
Loss from recurring operations |  |  | (15 | ) |  |  | (5 | ) |  |  | (7 | )
Other income |  |  | — |  |  |  | — |  |  |  | — |
Other expense |  |  | (3 | ) |  |  | — |  |  |  | — |
Loss from operations |  |  | (18 | ) |  |  | (5 | ) |  |  | (7 | )
Financial result—net |  |  | 80 |  |  |  | (65 | ) |  |  | 1 |
Income / (loss) before income tax |  |  | 62 |  |  |  | (70 | ) |  |  | (6 | )
Income tax |  |  | 25 |  |  |  | — |  |  |  | — |
Net income / (loss) |  |  | 87 |  |  |  | (70 | ) |  |  | (6 | )
Other comprehensive (loss) / income |  |  | — |  |  |  | — |  |  |  | — |
Total comprehensive income / (loss) |  |  | 87 |  |  |  | (70 | ) |  |  | (6 | )

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Statement of Cash Flows of Constellium N.V. (parent company only).

(in millions of Euros) |  | Year ended December 31, 2018 |  |  | Year ended December 31, 2017 |  |  | Year ended December 31, 2016 |
Net income/ (loss) |  |  | 87 |  |  |  | (70 | ) |  |  | (6 | )
Adjustments |  |  |  |  |  |  |  |  |  |  |  |
Finance cost—net |  |  | (80 | ) |  |  | 65 |  |  |  | (1 | )
Dividend received |  |  | — |  |  |  | — |  |  |  | — |
Income tax |  |  | (25 | ) |  |  | — |  |  |  | — |
Interest paid |  |  | (102 | ) |  |  | (148 | ) |  |  | (95 | )
Interest received |  |  | 134 |  |  |  | 149 |  |  |  | 103 |
Changes in working capital |  |  | — |  |  |  | — |  |  |  | — |
Trade receivables and other |  |  | — |  |  |  | (1 | ) |  |  | — |
Other financial liabilities |  |  | — |  |  |  | — |  |  |  | — |
Trade payables and other |  |  | — |  |  |  | 2 |  |  |  | (1 | )
Net cash flows from / (used in) operating activities |  |  | 14 |  |  |  | (3 | ) |  |  | — |
Investments in subsidiaries |  |  | (1 | ) |  |  | (11 | ) |  |  | — |
Current account with subsidiaries and related parties |  |  | (13 | ) |  |  | 180 |  |  |  | (186 | )
Loans granted to subsidiary and related parties |  |  | — |  |  |  | (1,640 | ) |  |  | (375 | )
Repayment of loans granted to subsidiary and related parties |  |  | — |  |  |  | 823 |  |  |  | 181 |
Exit fees received from subsidiaries |  |  | — |  |  |  | 9 |  |  |  | — |
Net cash flows used in investing activities |  |  | (14 | ) |  |  | (639 | ) |  |  | (380 | )
Net proceeds received from issuance of shares |  |  | — |  |  |  | 259 |  |  |  | — |
Proceeds from issuance of Senior Notes |  |  | — |  |  |  | 1,440 |  |  |  | 375 |
Payment of deferred financing costs |  |  | — |  |  |  | (29 | ) |  |  | (12 | )
Repayment of Senior Notes |  |  | — |  |  |  | (949 | ) |  |  | — |
Payment of exit fees |  |  | — |  |  |  | (61 | ) |  |  | — |
Realized foreign exchange gains / (losses) |  |  | — |  |  |  | (17 | ) |  |  | 17 |
Other |  |  | — |  |  |  | (1 | ) |  |  | — |
Net cash flows from financing activities |  |  | — |  |  |  | 642 |  |  |  | 380 |
Net increase in cash and cash equivalents |  |  | — |  |  |  | — |  |  |  | — |
Cash and cash equivalents—beginning of year |  |  | — |  |  |  | — |  |  |  | — |
Effect of exchange rate changes on cash and cash equivalents |  |  | — |  |  |  | — |  |  |  | — |
Cash and cash equivalents—end of year |  |  | — |  |  |  | — |  |  |  | — |

Basis of preparation

The parent company only financial information of Constellium N.V., presented above, is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and as endorsed by the European Union. Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in NOTE 2—Summary of significant accounting policies, except that the cost method has been used to account for investments in subsidiaries.

As at December 31, 2018, there were no material contingencies at Constellium N.V.

A description of Constellium N.V.’s parent company only borrowings and related maturity dates is provided in NOTE 21—Borrowings. Other financial liabilities represent interest payable on borrowings.

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Non-current financial assets represent loans to Constellium International and Constellium France Holdco and current other financial assets represent related interest receivables. The first application of IFRS 9 expected credit loss model resulted in the recognition of a €151 million loss in opening retained earnings net of tax (previous loss allowance was nil) and a €53 million gain in Other comprehensive income during the year ended December 31, 2018.

NOTE 33—ACQUISITION OF CONSTELLIUM-BOWLING GREEN

The acquisition of 49% of Constellium-UACJ ABS was completed on January 10, 2019. The transaction is therefore not reflected in the Group’s consolidated financial statements as of December 31, 2018. In accordance with IFRS 3, Constellium will recognize the assets acquired and liabilities assumed, measured at fair value at the acquisition date, in its 2019 consolidated financial statements.

With the assistance of an independent expert, Constellium is estimating, on a preliminary basis, the provisional fair values as of January 10, 2019 of the assets acquired and liabilities assumed. These estimated fair values are subject to change, for a maximum 12-month period from the acquisition date, based upon management’s final determination of the assets acquired and liabilities assumed.

The following table reflects the goodwill arising as a result of the preliminary allocation of purchase price to the Bowling Green assets acquired and liabilities assumed as of January 10, 2019:

(in millions of Euros) |  | Estimated Fair Value |
Cash and cash equivalents |  |  | 8 |
Trade receivables and other |  |  | 49 |
Inventories |  |  | 74 |
Property, plant and equipment |  |  | 165 |
Trade payables and other |  |  | (45 | )
Borrowings |  |  | (75 | )
Net asset acquired at fair value |  |  | 176 |
Preliminary Goodwill |  |  | 22 |
Total Consideration |  |  | 198 |

Total consideration includes €87 million of cash consideration paid for the 49% stake in Constellium-UACJ ABS, €73 million for the fair value of Constellium’s previously held interest in Constellium-UACJ ABS and €38 million of preexisting trade receivables with Constellium- UACJ ABS.

Property, Plant and Equipment, Inventories, Provisions and Borrowings have been remeasured at fair value.

Had the acquisition of Constellium-UACJ ABS taken place as of January 1, 2018, Constellium would have recognized a combined revenue of €5,772 million and a combined net income of €159 million for the year 2018.

NOTE 34—SUBSEQUENT EVENTS

On January 10, 2019, the acquisition of 49% of Constellium-UACJ ABS was completed as described in NOTE 33—Acquisition of Constellium Bowling Green.

On February 20, 2019, the Pan-U.S. ABL Facility was amended to, among other things, (i) join Constellium Bowling Green as an additional borrower and (ii) increase the maximum commitments thereunder to $350 million.

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