CSTM Constellium SE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024

Commission File Number: 001-35931

Constellium SE

(Translation of registrant’s name into English)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐   No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐   No ☒

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium SE (the “Company”), dated July 23, 2024, announcing its financial results for the period ended June 30, 2024.

Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated July 23, 2024, summarizing its financial results for the period ended June 30, 2024.

Exhibit Index

The information contained in Exhibit 99.1 of this Form 6-K (except for the paragraphs on page 2 containing certain quotes by the Chief Executive Officer, and the section titled “Valais Update/Outlook”), is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the Securities and Exchange Commission. Exhibit 99.2 is not incorporated by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

July 23, 2024

Constellium Reports Second Quarter and First Half 2024 Results

Paris - Constellium SE (NYSE: CSTM) (“Constellium” or the “Company”) today reported results for the second quarter ended June 30, 2024.

As a reminder of the press release issued on February 21, 2024 and following the SEC comment letter review process, Constellium will no longer report Value-Added Revenue (VAR), a Non-GAAP financial measure. In addition, the Company has revised its definition of consolidated Adjusted EBITDA, a Non-GAAP financial measure, to no longer exclude the non-cash impact of metal price lag from its consolidated Adjusted EBITDA. Constellium will continue to exclude the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its operating segments. Following the revision of its definition, consolidated Adjusted EBITDA, less the non-cash impact of metal price lag, is equal to consolidated Adjusted EBITDA prior to the revision of its definition. Constellium will continue to provide its investors and other stakeholders with the necessary information to explain the non-cash impact of metal price lag on its reported results.

Second quarter 2024 highlights:

> Includes non-cash metal price lag impact of €42 million

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First half 2024 highlights:

> Includes non-cash metal price lag impact of €29 million

Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Our team delivered solid second quarter results despite a mixed end market demand environment and two large planned maintenance outages we took during the quarter. In late June, we experienced a severe flooding event at our facilities in Sierre and Chippis in the Valais region in Switzerland. While I am grateful that all of our employees are safe, this natural disaster will have some impact on our results in the near-term.”

“Looking at our end markets, aerospace demand remained strong and packaging demand continued to improve. Automotive demand remained stable in the quarter in North America though demand in Europe continued to weaken. We continued to experience weakness in most industrial and specialties markets with no signs of recovery in the near-term. Free Cash Flow was strong in the quarter at €75 million and we ended the quarter with leverage at 2.5x, within our target leverage range of 1.5x to 2.5x. Also in the quarter, we increased our shareholder returns and repurchased 1.56 million shares for $32.5 million,” Mr. Germain continued.

Mr. Germain concluded, “We continue to face uncertainties on the macroeconomic and geopolitical fronts. Overall we like our end market positioning but we are more cautious for the second half of this year. Excluding the impact from the flood, our 2024 Adjusted EBITDA guidance, excluding the non-cash impact of metal price lag, would have been reduced by approximately 5% as a result of the weaker market conditions compared to our prior expectations. However, given the uncertainty around the impact from the severe flooding at our facilities in the Valais region in Switzerland, including the extent of the damage and the timing to restart production, we are pausing our guidance for 2024 (see Valais Update / Outlook on page 7 for additional details). We will continue to update all stakeholders as this situation unfolds. We are confident at this time that the impact from the flood is digestible this year and that it will not impact the long-term prospects of the business. Despite the challenges we are facing in the near-term, we remain confident in our ability to deliver on our Adjusted EBITDA target, excluding the non-cash impact of metal price lag, of over €800 million in 2025. Our focus remains on executing our strategy and increasing shareholder value.”

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Group Summary

The difference between the sum of reported segment revenue and total group revenue includes revenue from certain non-core activities and inter-segment eliminations. The difference between the sum of reported Segment Adjusted EBITDA and the Group Adjusted EBITDA is related to Holdings and Corporate and the impact of metal price lag.

For the second quarter of 2024, shipments of 378 thousand metric tons decreased 5% compared to the second quarter of 2023 mostly due to lower shipments in the P&ARP and AS&I segments. Revenue of €1.8 billion decreased 8% compared to the second quarter of the prior year primarily due to lower shipments and unfavorable price and mix, partially offset by higher metal prices. Net income of €71 million increased €39 million compared to net income of €32 million in the second quarter of 2023. Adjusted EBITDA of €214 million increased €35 million compared to Adjusted EBITDA of €179 million in the second quarter of last year primarily due to a favorable change in the non-cash metal price lag impact, partially offset by weaker results in each of our segments.

For the first half of 2024, shipments of 758 thousand metric tons decreased 4% compared to the first half of 2023 mostly due to lower shipments in the P&ARP and AS&I segments. Revenue of €3.5 billion decreased 10% compared to the first half of 2023 primarily due to lower shipments and lower metal prices. Net income of €88 million increased €34 million compared to net income of €54 million in the first half of 2023. Adjusted EBITDA of €351 million increased €22 million compared to the first half of 2023 primarily due to a favorable change in the non-cash metal price lag impact, partially offset by weaker results in each of our segments.

Results by Segment

Packaging & Automotive Rolled Products (P&ARP)

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For the second quarter of 2024, Segment Adjusted EBITDA of €64 million decreased 19% compared to the second quarter of 2023 primarily due to lower shipments, unfavorable price and mix, and higher costs mainly due to operating challenges and unfavorable metal costs at our Muscle Shoals facility. Shipments of 262 thousand metric tons decreased 4% compared to the second quarter of the prior year mostly due to lower shipments of packaging and automotive rolled products. Revenue of €1.0 billion decreased 5% compared to the second quarter of 2023 primarily due to lower shipments and unfavorable price and mix, partially offset by higher metal prices.

For the first half of 2024, Segment Adjusted EBITDA of €107 million decreased 20% compared to the first half of 2023 as a result of unfavorable price and mix and higher costs mainly due to weather-related impacts in the first quarter, operating challenges and unfavorable metal costs at our Muscle Shoals facility. Shipments of 526 thousand metric tons decreased 1% compared to the first half of 2023. Revenue of €1.9 billion decreased 7% compared to the first half of 2023 primarily due to unfavorable price and mix and lower metal prices.

Aerospace & Transportation (A&T)

For the second quarter of 2024, Segment Adjusted EBITDA of €83 million decreased 14% compared to the second quarter of 2023 primarily due to unfavorable price and mix, partially offset by lower costs. Shipments of 60 thousand metric tons were stable compared to the second quarter of the prior year. Revenue of €452 million decreased 3% compared to the second quarter of 2023 primarily due to unfavorable price and mix.

For the first half of 2024, Segment Adjusted EBITDA of €163 million decreased 3% compared to the first half of 2023 primarily due to lower shipments and unfavorable price and mix, partially offset by lower costs. Shipments of 117 thousand metric tons decreased 1% compared to the first half of 2023. Revenue of €893 million decreased 3% compared to the first half of 2023 primarily due to lower metal prices.

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Automotive Structures & Industry (AS&I)

For the second quarter of 2024, Segment Adjusted EBITDA of €32 million decreased 19% compared to the second quarter of 2023 primarily due to lower shipments and unfavorable price and mix, partially offset by lower costs. Shipments of 56 thousand metric tons decreased 15% compared to the second quarter of the prior year due to lower shipments of automotive and other extruded products, including the sale of Constellium Extrusions Deutschland GmbH (“CED”) in September 2023. Revenue of €357 million decreased 19% compared to the second quarter of 2023 primarily due to lower shipments and unfavorable price and mix.

For the first half of 2024, Segment Adjusted EBITDA of €65 million decreased 21% compared to the first half of 2023 primarily due to to lower shipments and unfavorable price and mix, partially offset by lower costs. Shipments of 115 thousand metric tons decreased 16% compared to the first half of 2023 due to lower shipments of automotive and other extruded products, including the sale of CED in September 2023. Revenue of €721 million decreased 22% compared to the first half of 2023 primarily due to lower shipments, unfavorable price and mix and lower metal prices.

The following table reconciles the total of our segments’ measures of profitability to the group’s Income from Operations:

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Reconciling items excluded from our Segment Adjusted EBITDA include the following:

Metal price lag

Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium’s Revenue are established and when aluminium purchase prices included in Cost of sales are established. The metal price lag will generally increase our earnings in times of rising primary aluminium prices and decrease our earnings in times of declining primary aluminium prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the period.

For both the second quarter and the first half of 2024, metal price lag is positive which reflects LME prices for aluminium increasing during the period. For both the second quarter and the first half of 2023, metal price lag is negative which reflects LME prices for aluminium decreasing during the period.

Other adjustments are detailed in the Reconciliation of net income to Adjusted EBITDA Table on page 16.

Net Income

For the second quarter of 2024, net income of €71 million compares to net income of €32 million in the second quarter of the prior year. The increase in net income is primarily related to favorable changes in gains and losses on derivatives mostly related to our hedging positions and lower selling and administrative expenses, partially offset by lower gross profit and higher income tax expense.

For the first half of 2024, net income of €88 million compares to net income of €54 million in the first half of the prior year. The increase in net income is primarily related to favorable changes in gains and losses on derivatives mostly related to our hedging positions, partially offset by lower gross profit and higher income tax expense.

Cash Flow

Free Cash Flow was €67 million in the first half of 2024 compared to €34 million in the first half of the prior year. The increase in Free Cash Flow was primarily due to a favorable change in working capital, partially offset by lower Segment Adjusted EBITDA and higher cash taxes.

Cash flows from operating activities were €206 million for the first half of 2024 compared to cash flows from operating activities of €167 million in the first half of the prior year.

Cash flows used in investing activities were €139 million for the first half of 2024 compared to cash flows used in investing activities of €133 million in first half of the prior year.

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Cash flows used in financing activities were €56 million for first half of 2024 compared to cash flows used in financing activities of €19 million in the first half of the prior year. During the first half of 2024, the Company repurchased 1.89 million shares of the Company stock for $39.4 million.

Liquidity and Net Debt

Liquidity at June 30, 2024 was €869 million, comprised of €213 million of cash and cash equivalents and €656 million available under our committed lending facilities and factoring arrangements.

Net debt was €1,682 million at June 30, 2024 compared to €1,664 million at December 31, 2023.

Valais Update / Outlook

In late June we experienced unprecedented flooding in the Valais region of Switzerland, devastating the region, including industrial activities at Constellium and elsewhere. Constellium’s plate and extrusion shops in Sierre and casthouse in Chippis were severely flooded and operations have remained suspended since the flood. All Constellium employees have been confirmed safe, but there is significant damage to the equipment and facilities. Cleaning and drying operations, as well as the testing and maintenance phase, are all underway.

To put our Valais operations into perspective, we employ around 700 employees in the region across three locations, out of approximately 12,000 total Constellium employees. The total finishing capacity of Sierre is 70 to 75 thousand metric tons, or less than 5% of Constellium’s shipments, and an even lower percentage of our total manufacturing capacity. Given the fact that Sierre primarily serves the TID and industry extrusion markets in Europe, the capacity utilization pre-flood was lower than compared to a more normal demand environment.

We are working closely with our insurance company and the latest insurance estimates have a gross damage assessment of approximately €135 million. This figure includes estimated damages, cleaning costs and business interruption expenses. This gross damage assessment is before consideration of our insurance claim of up to €50 million, the impact of mitigation plans which are currently underway, and potential government assistance, of which certain benefits have already been approved.

Excluding the impact from the flood, our 2024 Adjusted EBITDA guidance, excluding the non-cash impact of metal price lag, would have been reduced by approximately 5% as a result of the weaker market conditions compared to our prior expectations. However, given the uncertainty around the impact from the severe flooding at our facilities in Switzerland, including the extent of the damage and the timing to restart production, we are pausing our guidance for 2024. Also excluding the impact from the flood, we now expect to generate Free Cash Flow in 2024 of over €100 million. We are confident at this time that the impact from the flood is digestible this year. At this stage, we are prioritizing the restart based on criticality of equipment and customer needs. Finally, we remain confident in our ability to deliver on our Adjusted EBITDA target, excluding the non-cash impact of metal price lag, of over €800 million in 2025.

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We are not able to provide a reconciliation of this Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, non-cash impact of metal price lag, impairment or restructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income in the future.

Recent Developments

Constellium’s facility in Muscle Shoals, Alabama has been selected by the U.S. Department of Defense (DoD) for an investment under Title III, Defense Production Act to rebuild its Direct Chill aluminum casting center. The funding was awarded via the Defense Production Act Investments (DPAI) Program. Constellium will use the funds to install state-of-the-art casting equipment on the site of a dismantled casting center intended to add up to 300 million pounds of annual casting capacity. With this added capacity, the plant expects to increase its recycled input, reduce its use of primary metal, and provide the U.S. industrial base an additional, self-reliant, domestic source of supply for aluminium rolling ingot. The total investment for this project is approximately $65 million, and includes DoD funding of $23 million.

Constellium signed a long-term agreement with Lotte Infracell, a subsidiary of Lotte Aluminium, a leading provider of aluminium solutions, to supply foilstock for Lotte’s battery foil applications in Europe. This partnership highlights Constellium’s commitment to the growing electric vehicle market and highlights its strategic focus on the cutting-edge automotive aluminium solutions. Under this agreement, Constellium will supply high-quality foilstock from its Singen site in Germany. The total investment for this project is approximately €30 million, with contractual support of Lotte Aluminium.

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Forward-looking statements

Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain “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 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, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations; natural disasters including severe flooding and other weather-related events; the Russian war on Ukraine and other geopolitical tensions; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. 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. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

About Constellium

Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value-added aluminium products for a broad scope of markets and applications, including packaging, automotive and aerospace. Constellium generated €7.2 billion of revenue in 2023.

Constellium’s earnings materials for the second quarter ended June 30, 2024 are also available on the company’s website (www.constellium.com).

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CONSOLIDATED INCOME STATEMENT (UNAUDITED)

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

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CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

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SEGMENT ADJUSTED EBITDA

SHIPMENTS AND REVENUE BY PRODUCT LINE

Amounts may not sum due to rounding.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

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NON-GAAP MEASURES

Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)