CONSTELLIUM SE

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 outstanding securities 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.

BUSINESS AND OPERATIONAL RISKS

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

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

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

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

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

acquisitions, investments and other business opportunities, market and sell their products and services, capitalize on market

opportunities, enter new markets, and withstand business interruptions, pricing reductions, or adverse industry or economic

conditions. In addition, producers with a lower cost basis may, in certain circumstances, have a competitive advantage. Further,

an existingor new competitor may add or build new capacity, which could increase competitive pressure in our markets. New

competitors could emerge within aluminum, steel, or other materials, that may seek to compete in our industry. Emerging or

transitioning markets in regions with abundant natural resources, low-cost labor and energy, and lower environmental and other

standards may pose a significant competitive threat to our business. Moreover, technological innovation is important to our

customers who require us to lead or keep pace with new innovations to address their needs. If we do not compete successfully,

our market share, sales volumes and financial position, results of operations and cash flows may be negatively impacted.

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

our selling prices.

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

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

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

fewer regulations. Customers in our end-markets use and continue to evaluate the further use of alternative materials to

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

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

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

inherent in doing business globally.

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

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

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

our future financial condition or results of operations. Similarly, geopolitical tensions, instability, conflicts, and wars, such as

the conflict between Russia and Ukraine, terrorist acts andtensions between nation states can affect the normal and peaceful

course of international relations and can have an adverse impact on the economy and our financial condition.

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

operations, including:

•changes in international governmental regulations, and other foreign trade restrictions and laws, including those

relating to taxes, employment and repatriation of earnings;

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

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

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

•renegotiation or nullification of existing agreements;

•high rates of, excessive, sustained or prolonged inflation;

•differing protections for intellectual property and their enforcement;

•divergent environmental laws and regulations;

•significant supply/demand imbalances impacting our industry;

•public health crises, epidemics and pandemics, such as COVID-19;

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

sanctions, embargoes and trade negotiations);

•geopolitical tensions, international conflict, terrorist attacks, armed conflict and wars; and

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

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

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

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

affected. In addition, any of the above events may be heightened due to the ongoing conflict between Russia and Ukraine and

other armed and international conflicts and geopolitical tensions. The duration, intensity and consequences of such conflicts and

tensions are uncertain and unpredictable, and we may not be able to adequately foresee events that could disrupt and have a

negative impact on our operations. Moreover, their continuation is likely to contribute to further instability in the global

economy, financial markets, and supply chains.

Significant tariffs and other trade measures, including recently announced U.S. tariffs on aluminum, could

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

New tariffs and other restrictive trade measures could adversely affect our business, results of operations, financial

position and cash flows. On February 10, 2025, the President of the United States issued an executive order raising the U.S.

tariff rate on aluminum and steel imports to 25% from 10% and eliminating numerous tariff exclusions. This order followed

similar orders issued on February 1, 2025 imposing a 25% tariff on imports from Mexico and Canada, though implementation of

those tariffs was then paused and the effective date delayed for 30 days. Rapid changes in trade policy can create uncertainty in

our operations and business prospects. Such tariffs and any further legislation or actions taken by the U.S. government, such as

the imposition of additional tariffs and trade barriers, as well as retaliatory protectionist measures taken by other governments,

could increase the cost of our products, product component and raw materials, and adversely impact our business prospects as a

result.

The new and substantial tariff increases on aluminum imports into the United States announced on February 10, 2025,

should they be implemented and sustained for an extended period of time, could have a significant adverse effect, including

financial, on our Company, our supply chain and the aluminum industry as a whole. The ultimate impact of these and other new

tariffs are uncertain and will depend on various factors, including whether such tariffs are ultimately implemented, the timing

and duration of implementation, and the amount, scope, and nature of the tariffs, and a number of secondary and tertiary effects.

We are continuing to assess the full implications of these and other tariffs for the global aluminum market and the impact

they are likely to have on our business, and are considering ways in which we may mitigate potentially unfavorable impacts.

There is no assurance, however, that we will be successful in mitigating the effects on us of increased trade regulation in the

current environment. Such tariffs might require us to reconsider or seek to renegotiate our commercial agreements with

suppliers and customers, increase the prices of our products or alter the markets into which we procure our supplies or sell our

products. Any or all of these actions could adversely affect our business, financial condition, results of operations and cash

flows.

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

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

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

under fixed price commitments or long-term contracts with suppliers which provides increased visibility on costs. However, the

volatility in costs of fuel, principally natural gas, and other utility services used by our manufacturing facilities affects operating

costs. Fuel and utility prices are affected by factors outside our control, such as supply and demand in both local and regional

markets as well as governmental regulation, imposition of taxes on energy and costs associated with CO2 emissions, which

costs could be significantly impacted during times of economic and political instability, and excessive inflation.We are a

significant purchaser of energy and existing and future regulations relating to the emissions by our energy suppliers could result

in materially increased energy costs for our operations, particularly during periods of excessive or prolonged inflation, which

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

electricity supply under fixed price commitments or annual or multi-year contracts with suppliers, future increases in fuel and

utility prices, prolonged periods of excessive inflation, and/or disruptions in energy supply, as we have experienced, may have

an adverse effect on our financial condition, results of operations and cash flows.

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

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

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

price of primary aluminum consists of several components: (1) the underlying base metal component, which is typically based

on quoted prices from the 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 aluminum. Regional premiums tend to vary based on the supply and demand for

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

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

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

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

significantly from time to time.

Sustained high raw material prices, increases in raw material prices, the inability to meaningfully hedge our exposure to

such prices, or the inability to pass through any fluctuation in regional premiums, product premiums or other raw material costs

to our customers, could have a material adverse effect on our business, financial condition, and results of operations and cash

flow. In addition, although our sales are generally made on a "margin over metal (aluminum) price" basis, if aluminum prices or

those of the alloying elements we purchase increase, we may not be able to pass on the entire increase to our customers. There

could also be a time lag between when changes in metal prices under our purchase contracts are effective and the point when

we can implement corresponding changes under our sales contracts with our customers. As a result, we may be exposed to the

effects of fluctuations in raw material prices, including aluminum, due to this time lag. Further, although most of our contracts

allow us to substantially pass through aluminum prices to our customers, we have certain contracts that are based on fixed

pricing, where pass-through is not available. Similarly, in certain contracts we may have ineffective pass-through mechanisms

related to regional premium fluctuation, fluctuations in raw material cost, such as alloying elements, and fluctuation in tariffs or

other costs. We attempt to mitigate these risks through hedging and by improving the pass-through mechanisms, but we may

not be able to successfully reduce or eliminate all of the resulting impact, including higher operating costs, which could have a

material adverse effect on our financial results and cash flows.

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

adversely affect our financial condition and results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

anticipated benefits of such investments.

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

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

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

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

and repairs or purchase new plants and equipment, our financial condition and results of operations could be materially

adversely affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, operational

disruptions, reduced production capacity, and other competitive factors. Customer demand for our products produced on new

investments may be slow to materialize, and new equipment may not perform to our expectations. These factors could

adversely affect our results of operations.

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

initiatives and other strategic investments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

investment.

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

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

stakeholders or regulators.

From time to time, our business has been and may continue to be impacted by severe weather conditions, which can cause

floods and other natural disasters and result in outages, supply or logistics delays, disruptions and shortages, as well as damage

to our plants, machinery and equipment and the risk of physical harm to our personnel and others. The severity and frequency

of such events, which can adversely impact our operations and financial condition, may be exacerbated by climate change. In

addition, climate change is a focus and has led to new laws and regulations and further proposed legislative and regulatory

initiatives in many of the countries in which we, our suppliers and customers operate. There are also ongoing changes in the

legal and regulatory environment with respect to ESG and climate change matters which are subject to changes in governmental

policies relating to such issues.As changes are implemented, existing and new or revised laws and regulations in this area could

directly and indirectly affect us, our customers, and suppliers, including by increasing the costs of production or impacting

demand for and the price of certain products. These may also have the effect of changing the expected timing of projects or

initiatives resulting from changes in law or governmental policy.

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

and other expenditures by us or our customers or suppliers. We rely on natural gas, electricity, fuel oil and transport fuel to

operate our facilities. We are also subject to environmental reviews, investigations, and remediation by relevant governmental

authorities from time to time. Any increase in the direct or indirect costs of these energy sources in response to new laws and

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

on our financial condition and profitability.

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

our business or other practices according to a variety of ESG targets, standards and expectations. Further, we define our own

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

to conduct our business in accordance with some or all these targets, standards and expectations (and applicable laws and

regulations) may involve trade-offs and may not satisfy all stakeholders. Our policies and processes to evaluate and manage

ESG targets and standards in coordination with other business priorities may not prove completely effective. As a result, we

may face regulatory, investor, media, or public scrutiny that may adversely affect our business, our results of operations, or our

financial condition.

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

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

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

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

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

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

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

changing market conditions include:

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

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

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

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

natural disasters, pandemics, economic and political instability and unrest, wars, accidents, equipment failure and

breakdown, IT systems and process failures, electrical blackouts or outages, transportation and, global and

regional supply interruptions. Any such event or incident at or in proximity to one or more of our manufacturing

facilities or which otherwise affects our business and operations could cause substantial losses or delays in our

production capacity, increase our operating costs, and have a negative financial impact on the Company and our

customers. Business and operational interruptions may also harm our reputation among actual and potential

customers, and the reputation of our customers;

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

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

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

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

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

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

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

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

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

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

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

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

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

financial condition, and cash flows.

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

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

those customers' requirements for our products.

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

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

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

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

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

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

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

financial condition, and cash flows.

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

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

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

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

order volumes and revenue.

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

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

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

their relationships with us. For example, if our customers become larger and more concentrated, they could exert financial

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

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

volumes of production during periods of increased costs, or if we lose customers because of consolidation, pricing or other

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

consolidation in our industry, our competitors are able to exert financial pressure on suppliers, obtain more favorable terms or

otherwise take actions that could increase their competitive strengths, our competitive position may be materially adversely

affected.

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

to successfully renew or renegotiate our agreements with our suppliers, or supply interruptions, may adversely affect

our results of operations, financial condition, and cash flows.

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

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

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

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

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

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

assurance that we will be able to renew or obtain replacements for such contracts when they expire on favorable terms, 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 or other raw materials from alternative sources, which may not be

available in sufficient quantities or may only be available on terms that are less favorable to us and could also impact our

overall sustainability targets. An interruption in key supplies required for our operations could have a material adverse effect on

our ability to produce and deliver products on a timely or cost-efficient basis and therefore on our financial condition, results of

operations and cash flows. Moreover, a significant downturn in the business or financial condition of our significant suppliers

exposes us to the risk of delays in supply or default by the supplier on our contractual agreements.

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

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

decrease in the supply of used beverage cans ("UBCs") could negatively impact our supply of aluminum. In addition, when

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

Consequently, if this difference narrows for a considerable period of time or if an adequate supply of aluminum scrap is not

available to us, we would be unable to recycle metals at desired volumes and our results of operations, financial condition and

cash flows could be materially adversely affected.

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

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

obligation to sell products to us. The availability and price exposure of alloying elements has been negatively impacted since

late 2020 and this could continue in the future. This is also driven by government policy changes in countries like China, for

example, where these alloying elements are produced. Consequently, if prices increase for a considerable period of time or if an

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

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

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

effect on our operating results.

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

including our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, possess sales, marketing,

engineering, technical, manufacturing, financial and administrative skills that are critical to the operation of our business. If we

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

of labor significantly increases, our ability to operate and expand our business, improve our operations, develop new products,

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

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

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

failure to retain or provide adequate succession plans for key personnel could adversely affect our operations and

competitiveness.

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

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

operations.

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

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

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

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

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

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

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

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

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

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

volumes, profitability, and operating costs.

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

changes in interest rates and the capital markets.

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

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

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

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

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

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

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

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

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

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

for other purposes.

In addition, one of our facilities in the United States participates in various "multi-employer" pension plans administered by

labor unions representing some of our employees. 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 potentially

be faced with significant withdrawal liability. Further, if any of the other plan sponsors were to fail to meet their obligations, we

could be exposed to increased liability. Any of these potential increased liabilities could have an adverse effect on our results of

operations or financial condition.

FINANCIAL RISKS

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

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

relationships.

We have a significant amount of indebtedness. To service such debt, we require a significant amount of cash. We believe

that the cash provided by our operations or future borrowings will be sufficient to provide for our cash requirements for the

foreseeable future. However, our ability to satisfy our obligations depends on our future operating performance and financial

results, which are subject, in part, to factors beyond our control, including interest rates and general economic, financial, and

business conditions. We cannot be certain that our business will generate sufficient cash flow from operations or that future

borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity

needs.

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

•reducing the availability of our cash flow to fund working capital, capital expenditures, research and development

efforts and other general corporate purposes;

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

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

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

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

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

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

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

condition.

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

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

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

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

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

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

pledged assets.

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

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

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

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

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

our business relationships with customers, suppliers and hedging counterparties.

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 forwards, futures and, from time to time, options contracts as part of our efforts to reduce our

exposure to changes in currency exchange rates, aluminum prices and other raw materials and energy prices. If we are unable to

enter into such derivative instruments to manage those risks due to the cost or availability of such instruments or other factors,

or if we are not successful in passing through the costs of our risk management activities, our results of operations, cash flows

and liquidity could be adversely affected. Our ability to realize the benefit of our hedging program is dependent upon many

factors, including factors that are beyond our control. For example, our foreign exchange hedges are scheduled to mature on the

expected payment date by the customer; therefore, if the customer fails to pay an invoice on time and does not warn us in

advance, we may be unable to reschedule the maturity date of the foreign exchange hedge, which could result in an outflow of

foreign currency that will not be offset until the customer makes the payment. We may realize a gain or a loss in unwinding

such hedges. In addition, our metal-price hedging program depends on our ability to match our monthly exposure to sold and

purchased metal, which can be made difficult by seasonal variations in metal demand, unplanned changes in metal delivery

dates by us, our suppliers, or our customers and other disruptions to our inventories. We may also be exposed to losses if the

counterparties to our derivative instruments fail to honor their agreements.

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

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

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

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

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

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

financial condition and results of operations.

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

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

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

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

including changes in or interpretations of tax laws and regulations in any given jurisdiction or global (for example Organization

for Economic Co-operation and Development Pillar 2 tax reform)and EU-based initiatives (some such tax laws and regulations

aim, among other things, to address tax avoidance by multinational companies), changes in geographical allocation of income

and expense, the ability to use net operating loss and other tax attributes, and the evaluation of deferred tax assets that requires

significant judgment. Any resulting changes to our effective tax rate could materially adversely affect our financial position,

liquidity, results of operations and cash flows.

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

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

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

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

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

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

LEGAL, GOVERNANCE AND COMPLIANCE RISKS

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

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

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

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

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

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

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

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

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

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

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

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

measures, these measures may not be adequate to fully protect our rights. 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 therefore may incur significant costs protecting such rights.

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

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

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

2024, we had environmental remediation costs provisions of$92 million. Future environmental regulations, requirements or

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

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

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

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

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

We are a foreign private issuer under the U.S. securities laws and within the meaning of the 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 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, requirements relating to the solicitation of proxies for

shareholder meetings under Section 14 of the Exchange Act, and Section 16 filings. We have voluntarily elected to file this

Annual Report using Form 10-K and intend to subsequently file annual reports on Form 10-K and quarterly reports on Form 10-

Q, as well as voluntarily file a proxy statement for our Annual General Meeting prepared in accordance with Section 14A of the

Exchange Act and applicable French requirements. We may choose not to make such voluntary filings in the future, and 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 and other requirements to which domestic issuers are subject.

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

be subject to claims for damages.

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

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

voluntary takeover offer, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a

takeover offer on all the shares and securities granting access to the Company's shares or voting rights, and on terms that

comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations. The same requirement applies to

persons, acting alone or in concert, who directly or indirectly own a number between 30% and half of the total number of equity

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

voting rights, by at least 1% of the total number of equity securities or voting rights of the Company.

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

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

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

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

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

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

duties, our Board is required by French law to consider the interests of the Company, its shareholders, its employees, and other

stakeholders, in all cases with due consideration to the principles of reasonableness and fairness. It is possible that some of

these stakeholders could have interests that are different from, or in addition to, our shareholders’ interests.

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

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

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

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

have an individual right of action against such third party.

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

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

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

investors or of certain categories of investors. Such associations may request that the court orders responsible persons to

comply with relevant legal requirements to end irregularities or eliminate their effects. They may also seek indemnification in

the name of individual investors who have suffered individual damages if mandated by at least two such investors.

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

corporate decisions and transactions in the hands of our Board. 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 than if we were incorporated in the United States.

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

merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to disclose the crossing of

ownership thresholds. Under French law, our shareholders’ meeting may empower our Board to issue shares, or warrants to

subscribe new shares, and restrict or exclude preemptive rights on the issue of those shares or warrants, including in the context

of takeover offers. These provisions could impede the ability of our shareholders to benefit from a change in control and, as a

result, may materially adversely affect the market price of our ordinary shares and our shareholders’ ability to realize any

potential change of control premium. French law does not grant appraisal rights to a company’s shareholders who wish to

challenge the consideration to be paid upon a domestic legal merger or demerger of a company.

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

We are incorporated as a Societas Europaea (an "SE") under the laws of France and a substantial portion of our assets are

located, and a majority of our directors and officers reside, outside the United States. It may be difficult for investors to effect

service of process within the United States upon the Company or other persons residing outside the United States. It may also

be difficult to enforce outside of the United States judgments delivered by U.S. courts in any action, including under the civil

liability provisions of U.S. federal securities laws or to enforce rights under U.S. federal securities laws in foreign courts.

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

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

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

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

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

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

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

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

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

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

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

("intermédiaires inscrits") could adversely affect the rights of shareholders.

Article 198 of the Pacte Act, that came into full force and effect on June 10, 2019, amended the French Commercial Code

in a way that allows us to maintain our current shareholder ownership structure in the United States. The French Commercial

Code (as amended by the Pacte Act) allows an intermediary to be registered for the account of holders of shares of French

companies which are admitted to trading solely on a market in a non-EU country that is considered equivalent to a regulated

market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU (which, pursuant to the European Commission

decision dated December 13, 2017, includes the NYSE).

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

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

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

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

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

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

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

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

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

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

entitled.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

domestic dividend withholding tax.

The French Ruling could be revoked if the description and legal analysis of the holding structure of the shares of the

Company after the completion of its transfer from the Netherlands to France was inaccurate.

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

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

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

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

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

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

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

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

could have adverse tax consequences for ourshareholders.

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

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

provisions of the French tax code were amended.

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

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

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

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

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

by the AMF.

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

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

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

GENERAL RISKS

Widespread public health pandemics, such as COVID-19, or any major disruption, including those resulting from

geopolitical and weather-related catastrophic events, could have a material and adverse effect on our business, financial

condition, and results of operations.

Any public health pandemic, such as COVID-19, and any other disease outbreak in countries where we, our customers or

our suppliers operate could have a material and adverse effect on our business, financial condition, and operations locally and

globally. As a result of COVID-19, we experienced disruptions in production and operations at both our facilities and those of

our customers and suppliers, our sales and operating margins were negatively affected, which adversely impacted our revenues

and operating margins. Related disruptions such as cancellations, delays and increased transport times for delivery of materials

to our facilities, negatively impacted our ability to timely manufacture and ship our products to customers. Any similar

pandemic, other health crisis or related continuous disruption, may adversely impact our supply chain and operations in the

affected areas and could have a material impact on our business, financial condition and results of operations.

Disruptions 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.

We rely on our IT systems to effectively manage and operate our business, including such processes as data collection,

accounting, financial reporting, communications, supply chain, order entry and fulfillment, other business processes, and in

operating our equipment. The failure of our IT systems to perform efficiently could disrupt our business and could result in

transaction errors, processing inefficiencies, limited equipment utilization, the loss of sales, customers, or intellectual property,

causing our business and financial results to suffer. A failure in, or breach of, our IT systems as a result of cyber-attacks or

information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary

information, damage our reputation, increase our costs or cause losses. As cyber threats continue to evolve, we periodically

adjust our security measures and procedures to allow us to investigate and promptly remediate any information security issues.

Information security risks continue to grow with the ongoing proliferation of new technologies and the sophistication and high

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

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

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

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

impact our operations. We did not have any significant security incidents or intrusions in 2024 that adversely impacted our

systems or business.

We continuously evaluate our IT systems and security processes, including conducting third party security assessments.

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

capabilities, and to mitigate potential risks to our technology, products, services, and operations from potential cyber-attacks.

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

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

respective information systems, which could cause production downtime, operational delays or outages, other adverse impacts

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

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

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

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

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

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

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

our financial results.

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

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

and implemented to ensure strict compliance with anti-bribery, anti-money laundering, anti-corruption and other laws,

violations or misconduct by these parties could include intentional, reckless, and negligent conduct, which can be difficult to

detect, and such policies and procedures may not be effective in all instances to prevent these actions.