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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 March 2017
Commission File Number: 001-35931
Constellium N.V.
(Translation of registrant’s name into English)
Tupolevlaan 41-61,
1119 NW Schiphol-Rijk
The Netherlands
(Address of principal executive office)
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 CONRTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium N.V. (the “Company”), dated March 9, 2017, announcing its
financial results for the fourth quarter and fiscal year ended December 31, 2016.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated March 9, 2017, summarizing its financial results for the
fourth quarter and fiscal year ended December 31, 2016.
Exhibit Index
No.
Description
99.1
Press Release issued by Constellium N.V. on March 9, 2017.
99.2
Presentation posted by Constellium N.V. on March 9, 2017.
The information contained in Exhibit 99.1 of this Form 6-K is incorporated by reference into any offering circular or registration
statement (or into any prospectus that forms a part thereof) filed by Constellium N.V. with the Securities and Exchange Commission.
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.
CONSTELLIUM N.V.
(Registrant)
March 9, 2017
By:
Name:
Title:
/s/ Peter R. Matt
Peter R. Matt
Chief Financial Officer
Exhibit 99.1
Constellium Reports Full-Year and Fourth Quarter 2016 Results
Amsterdam – March 9, 2017 – Constellium N.V. (NYSE and Euronext: CSTM) today reported results for the full year and fourth quarter
ended December 31, 2016.
•
Shipments of 1.5 million metric tons in 2016, in line with prior year;
Q4 shipments of 344 kt, up 2% from Q4 2015
•
Revenue of €4.7 billion in 2016, down 8% primarily due to lower metal prices;
Q4 revenue of €1.2 billion, up 3% from Q4 2015
•
Net loss of €4 million in 2016 compared to a net loss of €552 million, which included significant asset impairment charges,
in 2015;
Q4 2016 net loss comparison benefited for similar reasons
•
Adjusted EBITDA of €377 million in 2016, up 10%; driven by strong performance in P&ARP and AS&I and stable
performance in A&T;
Q4 Adjusted EBITDA of €81 million, up 8% from Q4 2015
•
Refinancing of the Wise Senior Secured Notes with Constellium Senior Notes completed in February 2017
Commenting on 2016 results, Jean-Marc Germain, Constellium’s Chief Executive Officer said: “In 2016 Constellium’s Adjusted EBITDA
grew 10% to €377 million reflecting continued operational improvement in our P&ARP segment, strong momentum and higher profitability in
our AS&I segment and stable performance in our A&T segment despite evidence of softening aerospace demand at year end. We remain
confident in the long-term demand across our targeted end markets and in our ability to continue to grow Adjusted EBITDA in the high single
digits annually over the next three years.”
Jean-Marc Germain further commented: “2016 concluded our peak capital spending needs and we are focused on realizing the benefits of our
investments. Our recent debt refinancing and Wise PIK Notes redemption were steps in the right direction towards addressing our capital
structure and increasing our financial flexibility.”
•
Group Summary
Q4 2016
Q4 2015
Var.
FY 2016
Shipments (k metric tons)
Var.
%
344
337
2
Revenue (€ millions)
Net income / (loss) (€ millions)
Adjusted EBITDA (€ millions)
FY 2015
1,470
1,478
(1 %)
4,743
(4 )
5,153
(552 )
(8 %)
n.m.
377
343
10 %
257
232
11 %
%
1,161
(20 )
1,122
(429 )
3
n.m.
%
81
76
8
Adjusted EBITDA per metric ton (€)
%
237
224
6
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures. n.m.: not meaningful
The difference between the sum of reported segment revenue and the Group revenues includes revenue from certain non-core activities,
inter-segment eliminations, and the impact of a €20 million one-time payment related to the renegotiation of a customer agreement, which was
recorded in the first quarter of 2016 as a reduction of revenues at the Holdings and Corporate level. The difference between the sum of
reported segment Adjusted EBITDA and the Group Adjusted EBITDA is related to Holdings and Corporate and includes approximately
€3 million of charges incurred in Q3 in connection with changes in the executive management team (see page 13).
For 2016, shipments were in line with the prior period. Revenue for 2016 decreased 8% to €4.7 billion, as a result of lower metal prices. On a
like-for-like basis (excluding the impact of movements in London Metal Exchange (LME) metal prices, premiums and currency exchange
rates), revenue decreased 4% compared to 2015. The Company reported a net loss for 2016 of €4 million compared to a net loss of
€552 million in 2015. The key difference stems from the Wise asset impairment recorded at the end of 2015. Adjusted EBITDA was
€377 million in 2016 and Adjusted EBITDA per metric ton was €257, representing an increase of 10% and 11%, respectively, compared to
2015. The higher Adjusted EBITDA and Adjusted EBITDA per ton primarily reflect increased profitability in the AS&I segment and strong
operational performance in the P&ARP segment, particularly at Muscle Shoals.
Fourth quarter 2016 shipments were up 2% to 344k metric tons. Revenue for the fourth quarter 2016 was €1.2 billion, an increase of 3% from
the fourth quarter 2015, primarily due to higher metal prices. The net loss in the fourth quarter 2016 decreased to €20 million from a net loss of
€429 million in the fourth quarter of 2015. Adjusted EBITDA was €81 million in the fourth quarter of 2016, an increase of 8% from the fourth
quarter last year. The increase in Adjusted EBITDA primarily reflects the factors noted above, partially offset by a less favorable mix in our
A&T segment. Adjusted EBITDA per metric ton grew 6% to €237 in the quarter, compared to €224 in the fourth quarter 2015.
2
•
Results by Segment
•
Packaging & Automotive Rolled Products (P&ARP)
Q4 2016
Shipments (k metric tons)
Revenue (€ millions)
Adjusted EBITDA (€ millions)
Adjusted EBITDA per metric ton (€)
236
611
43
183
Q4 2015
239
576
37
150
Var.
(1 %)
6%
19 %
22 %
FY 2016
1,013
2,498
201
199
FY 2015
1,035
2,748
183
176
Var.
(2 %)
(9 %)
10 %
13 %
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
For 2016, Adjusted EBITDA was €201 million which represented a 10% increase from €183 million in 2015, primarily due to operational
improvements, particularly at Muscle Shoals. Adjusted EBITDA per metric ton increased 13% from the prior year to €199. Shipments were
slightly lower for the period, reflecting decreases in Packaging rolled products and Specialty and other thin-rolled products, primarily as a
result of lower foil stock demand. These decreases were partially offset by an increase of 25kt, or 28%, in Automotive rolled products
shipments. Revenue decreased 9% to €2.5 billion, primarily as a result of lower metal prices.
Fourth quarter Adjusted EBITDA grew 19% to €43 million and Adjusted EBITDA per metric ton increased by 22% over the same period in the
prior year. In addition to the factors noted above, our European operations benefited from improved price and mix during the current quarter.
Shipments were in line with the fourth quarter in 2015. Revenue was up 6% in the quarter due to higher metal prices.
•
Aerospace & Transportation (A&T)
Q4 2016
Shipments (k metric tons)
Revenue (€ millions)
Adjusted EBITDA (€ millions)
Adjusted EBITDA per metric ton (€)
59
323
22
384
Q4 2015
50
310
26
509
Var.
16 %
4%
(13 %)
(25 %)
FY 2016
243
1,302
103
425
FY 2015
231
1,355
103
445
Var.
5%
(4 %)
0%
(4 %)
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
For 2016, Adjusted EBITDA was €103 million in-line with the prior year, while Adjusted EBITDA per ton decreased 4% to €425 from the
prior year, as higher volumes and improved costs were offset by a weaker mix. Shipments increased by 5% from the prior year. Revenue
decreased 4% for the year primarily reflecting lower average metal prices. The backlog at aerospace manufacturers is high and we remain
optimistic regarding the long-term demand in this segment.
3
Fourth quarter Adjusted EBITDA decreased by 13% to €22 million primarily as a result of weaker price and mix due to temporary softening of
demand and increased competition in our transportation and industrial end markets. Softening in demand resulted from excess inventory in the
aerospace supply chain. Adjusted EBITDA per metric ton decreased by 25% to €384 from the comparable period in 2015. Q4 2016 shipments
increased 16% reflecting higher shipments both in Aerospace and Transportation and industry. Revenue increased by 4% to €323 million,
primarily as a result of higher shipments and higher metal prices partially offset by mix effects.
•
Automotive Structures & Industry (AS&I)
Q4 2016
Shipments (k metric tons)
Revenue (€ millions)
Adjusted EBITDA (€ millions)
Adjusted EBITDA per metric ton (€)
49
233
21
423
Q4 2015
48
240
18
396
Var.
4%
(3 %)
11 %
7%
FY 2016
217
1,002
102
471
FY 2015
212
1,047
80
380
Var.
3%
(4 %)
27 %
24 %
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
For 2016, Adjusted EBITDA was €102 million, an increase of 27% from the prior year, reflecting increased volumes, and improved price and
mix due to solid end market demand in both our automotive and industry end markets. Adjusted EBITDA per ton increased 24% to €471 per
ton as compared to the prior period. Shipments increased by 3% and revenue decreased 4% as a result of lower LME partially offset by
favorable product mix changes.
Fourth quarter 2016 Adjusted EBITDA grew 11% to €21 million for the reasons noted above and Adjusted EBITDA per ton increased 7% as
compared to the prior period. Shipments increased 4% to 49kt as compared to last year. Revenue decreased by 3% to €233 million, primarily as
a result of product mix changes.
•
Net Income
For 2016, we reported a net loss of €4 million compared to a net loss of €552 million in 2015. The difference is primarily attributable to the
asset impairment charges recorded in the fourth quarter of 2015. In addition, in 2016, we generated higher adjusted EBITDA of €377 million
(an increase of €34 million from the prior year), recorded unrealized gains on derivative instruments of €71 million (an increase of €91 million
from the prior year), and a €20 million gain upon finalization of the post-closing contractual purchase price adjustment for the Wise
acquisition, and benefited from a favorable metal price lag of €4 million (an increase of €38 million from the prior year). These favorable items
were partially offset by finance costs of €167 million (an increase of €12 million from the prior year), and one-time charges of €20 million in
connection with the re-negotiation of terms of a customer contract.
4
The €457 million impairment charge in 2015 included a €400 million impairment charge against the carrying value of the Wise assets and a
€49 million impairment related to our Valais facility in Switzerland.
The increase in finance costs was driven by increased interest expense as a result of the issuance of our Senior Secured Notes in March 2016.
Net income in the fourth quarter 2016 improved to a loss of €20 million from a net loss of €429 million in the fourth quarter of 2015. This
change is mainly attributable to asset impairment charges recognized in the fourth quarter 2015.
•
Earnings per share
For 2016, the basic and fully diluted earnings per share were a negative €0.04 versus a negative €5.27 per share for the same period in 2015.
Basic and fully diluted losses per share were based on a weighted average number of ordinary shares of 105.5 million and 105.1 million for the
years ended December 31, 2016 and 2015, respectively.
For the fourth quarter 2016, the basic and fully diluted earnings per share were a negative €0.19 versus a negative €4.07 for both basic and fully
diluted earnings per share in the fourth quarter 2015.
•
Liquidity and cash flow
At December 31, 2016, liquidity was €537 million, comprised of €347 million of cash and cash equivalents and €190 million available under
our committed lending facilities and factoring arrangements.
In 2016, we changed the presentation of interest paid in our cash flow statement. Interest paid, which we previously reported in financing cash
flows, is now reported in operating cash flows.
In addition, we now report Free cash flow, which we have defined as net cash flows from operating activities less purchases of property, plant
and equipment, equity contributions and loans to joint ventures and other investing activities.
Net cash from operating activities decreased by €280 million, to an inflow of €88 million in the year ended December 31, 2016 from an inflow
of €368 million for the year ended December 31, 2015. This result reflects the decline in operating cash flow resulting from factoring which
contributed €137 million in 2016 versus €335 million in 2015, a €31 million year over year increase in interest paid, and 2015 working capital
improvements related to the Wise acquisition that were not repeated in 2016.
Cash flows used in investing activities decreased by €357 million to €365 million for the year ended December 31, 2016 from €722 million for
the year ended December 31, 2015. In 2015, cash flows used in investing activities included €348 million attributable to the Wise acquisition.
5
For 2016, Free cash flow was a negative €293 million compared to a negative €10 million in 2015, reflecting a €280 million decrease in cash
flow from operating activities. Capital expenditures were €355 million in 2016 as compared to €350 million in 2015.
Net cash from financing activities was €145 million for the year ended December 31, 2016, a €310 million change from €165 million of cash
used in financing activities for the year ended December 31, 2015. In 2016, the €375 million of proceeds from the issuance of the March 2016
Senior Secured Notes was partially offset by the repayment of the Wise PIK Toggle Notes in December 2016 for €148 million. In 2015, the
primary financing use was the €211 million repayment relating mainly to the Wise ABL facility.
In the fourth quarter, cash flows from operating activities were zero in the quarter as compared to positive €213 million in the comparable
period last year. Factoring contributed €55 million in the fourth quarter 2016 compared to €356 million in the fourth quarter 2015. Capital
expenditures were €125 million in the fourth quarter 2016 compared to €102 million in the fourth quarter 2015. Free cash flow was an outflow
of €133 million versus an inflow of €102 million in the comparable period of the prior year, reflecting a €235 million decrease in cash flows
from operating activities due to factoring noted above and higher capital expenditures in the fourth quarter 2016, compared to the fourth quarter
of 2015.
Net debt as of December 31, 2016 was €2,035 million compared with €1,703 million as of December 31, 2015 and cash and cash equivalents
totaled €347 million compared to €472 million at the end of 2015.
•
Other Recent Developments
In the first quarter of 2017, we completed a $650 million offering of 6.625% Senior Unsecured Notes due 2025 and the redemption of Wise’s
8.75% Senior Secured Notes due 2018. Together with the redemption of Wise’s $150 million 9 3 ⁄ 4 / 10 1 ⁄ 2 % PIK Toggle Notes due 2019,
completed in December 2016, these actions simplify our corporate structure, significantly extend our maturity profile and are expected to
reduce our annual interest costs by €27 million.
In addition, we continue to take actions to increase our liquidity and enhance our financial flexibility. We recently extended the maturity of the
Wise ABL facility from 2018 to 2020, extended the Wise Factoring Facility to 2018, and upsized to €150 million and extended factoring
facilities in Europe to 2021.
•
Upcoming events
Constellium will be hosting its 2017 Analyst Day on March 22 at the New York Stock Exchange. To register or access the live broadcast,
please contact [email protected].
Constellium is introducing its new investor relations application featuring stock price data, latest news, earning results, investor presentations
and regulatory filings. The ‘Constellium IR App’ can be downloaded on Apple Store and Google Play.
6
•
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. Others
are more specific to our business and operations. These risks and uncertainties include, but are not limited to, the ability of Constellium and
Wise Metals to achieve expected synergies and the timing thereof, Constellium’s increased levels of indebtedness which could limit
Constellium’s operating flexibility and opportunities; the potential failure to retain key employees, the loss of customers, suppliers and other
business relationships; disruptions to business operations; slower or lower than expected growth in the North American market for
Body-in-White aluminium rolled products, 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 and Euronext: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad
scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €4.7 billion of revenue in 2016.
Constellium’s earnings materials for the fiscal year December 31, 2016 are also available on the company’s website ( www.constellium.com ).
7
CONSOLIDATED INCOME STATEMENT
(in millions of Euros)
Revenue
Cost of sales
Three months
ended
December 31, 2016
(Unaudited)
Three months
ended
December 31, 2015
(Unaudited)
1,161
(1,039 )
Gross profit
Year ended
December 31, 2016
1,122
(1,017 )
4,743
(4,227 )
Year ended
December 31, 2015
5,153
(4,703 )
122
105
516
450
(64 )
(56 )
(254 )
(245 )
(10 )
—
—
(19 )
(10 )
(2 )
(435 )
(20 )
(32 )
(5 )
—
21
(35 )
(8 )
(457 )
(131 )
29
(418 )
246
(426 )
Finance costs—net
Share of loss of joint-ventures
(37 )
(6 )
(36 )
(1 )
(167 )
(14 )
(155 )
(3 )
(Loss) / Income before income
tax
(14 )
(455 )
65
(584 )
(6 )
26
(69 )
32
Net loss
(20 )
(429 )
(4 )
(552 )
Net (loss) / income attributable
to:
Equity holders of Constellium
Non-controlling interests
(20 )
—
(430 )
1
(4 )
—
(554 )
2
Net loss
(20 )
(429 )
(4 )
(552 )
Selling and administrative
expenses
Research and development
expenses
Restructuring costs
Impairment
Other (losses) / gains—net
Income / (loss) from operations
Income tax (expense) / benefit
EARNINGS PER SHARE ATTRIBUTABLE TO THE EQUITY HOLDERS OF CONSTELLIUM
(in Euros per share)
Basic
Diluted
Three months
ended
December 31, 2016
(Unaudited)
Three months
ended
December 31, 2015
(Unaudited)
(0.19 )
(0.19 )
(4.07 )
(4.07 )
8
Year ended
December 31, 2016
(0.04 )
(0.04 )
Year ended
December 31, 2015
(5.27 )
(5.27 )
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS)
(in millions of Euros)
Net loss
Three months
ended
December 31,
2016
(Unaudited)
Three months
ended
December 31,
2015
(Unaudited)
Year ended
December 31,
2016
Year ended
December 31,
2015
(20 )
(429 )
(4 )
(552 )
83
—
(20 )
(7 )
(25 )
—
—
25
—
—
2
—
—
20
(9 )
3
(25 )
8
4
—
—
11
(27 )
9
6
—
—
34
Other comprehensive income / (loss)
45
36
(30 )
41
Total comprehensive income / (loss)
25
(393 )
(34 )
(511 )
25
—
(394 )
1
(34 )
—
(513 )
2
25
(393 )
(34 )
(511 )
Other comprehensive income / (loss)
Items not to be reclassified subsequently to the
consolidated income statement
Remeasurement on post-employment benefit
obligations
Income tax on remeasurement on post-employment
benefit obligations
Cash flow hedge
Income tax on cash flow hedge
Items to be reclassified subsequently to the
consolidated income statement
Cash flow hedge
Income tax on cash flow hedge
Currency translation differences
Attributable to:
Equity holders of Constellium
Non-controlling interests
Total comprehensive income / (loss)
9
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in millions of Euros)
Assets
Current assets
Cash and cash equivalents
Trade receivables and other
Inventories
Other financial assets
Non-current assets
Property, plant and equipment
Goodwill
Intangible assets
Investments accounted for under equity method
Deferred income tax assets
Trade receivables and other
Other financial assets
Assets classified as held for sale
Total assets
Liabilities
Current liabilities
Trade payables and other
Borrowings
Other financial liabilities
Income tax payable
Provisions
Non-current liabilities
Trade payables and other
Borrowings
Other financial liabilities
Pension and other post-employment benefit obligations
Provisions
Deferred income tax liabilities
Liabilities classified as held for sale
Total liabilities
At December 31,
2016
At December 31,
2015
347
355
591
117
472
365
542
70
1,410
1,449
1,477
457
79
16
252
47
49
1,255
443
78
30
270
53
37
2,377
2,166
—
13
3,787
3,628
839
107
34
13
42
867
169
107
6
44
1,035
1,193
59
2,361
30
735
107
30
54
2,064
14
701
119
10
3,322
2,962
—
4,357
13
4,168
Equity
Share capital
Share premium
Retained deficit and other reserves
2
162
(743 )
2
162
(715 )
Equity attributable to equity holders of Constellium
Non-controlling interests
(579 )
9
(551 )
11
Total equity
(570 )
(540 )
Total equity and liabilities
3,787
10
3,628
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in millions of Euros)
Share
Capital
Total comprehensive
income / (loss)
Transactions with Equity
holders
Share-based
compensation
MEP shares changes
Transactions with
non-controlling
interests
Total comprehensive
income / (loss)
Transactions with Equity
holders
Share based
compensation
Transactions with
non-controlling
interests
Total comprehensive
income / (loss)
Transactions with Equity
holders
Share based
compensation
Transactions with
non-controlling
interests
At December 31, 2016
Other
reserves
(14 )
—
—
—
—
—
—
—
—
(123 )
6
(14 )
—
—
—
(123 )
6
(14 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
162
(146 )
—
—
—
—
—
13
(6 )
—
—
13
(6 )
—
—
—
—
—
—
—
—
—
—
162
(133 )
—
—
—
—
—
—
—
(18 )
(18 )
6
—
—
—
(18 )
(18 )
6
—
—
—
—
—
—
—
—
—
—
—
162
(151 )
Retained
losses
—
2
At December 31, 2015
Net loss
Other comprehensive
(loss) / income
Cash flow
hedges
(23 )
2
At December 31, 2014
Net loss
Other comprehensive
income / (loss)
Remeasurement
Foreign
Currency
Translation
reserve
162
At January 1, 2014
Net income
Other comprehensive
(loss) / income
Share
Premiu
m
2
2
6
1
51
51
3
54
(131 )
1
(130 )
(80 )
4
(76 )
—
—
4
1
(45 )
—
34
34
6
—
12
11
36
—
—
(18 )
4
—
—
—
4
1
(2 )
(2 )
(43 )
6
(37 )
(554 )
(554 )
2
(552 )
—
—
41
—
(554 )
(513 )
(28 )
—
Total
equity
32
51
—
Noncontrolling
interests
(96 )
—
4
1
Total Equity
holders of
Constellium
6
5
—
11
—
—
17
2
—
(511 )
5
—
3
(599 )
(551 )
11
(4 )
(4 )
—
(4 )
(30 )
—
(30 )
(34 )
—
(34 )
6
—
6
(4 )
—
41
—
—
6
5
—
—
—
—
(2 )
(603 )
(579 )
9
3
(540 )
(2 )
(570 )
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions of Euros)
Net loss
Adjustments
Depreciation and amortization
Finance costs – net
Income tax expense / (benefit)
Share of loss of joint-ventures
Unrealized (gains) / losses on derivatives – net and
from remeasurement of monetary assets and
liabilities – net
Losses / (gains) on disposal and assets classified
as held for sale
Impairment
Other – net
Interest paid*
Income tax paid
Change in trade working capital
Inventories
Trade receivables
Margin calls
Trade payables
Change in provisions and pension obligations
Other working capital
Three months
ended
December 31, 2016
(Unaudited)
Three months
ended
December 31, 2015
(Unaudited)
Year ended
December 31,
2016
(20 )
(429 )
46
37
6
6
41
36
(26 )
1
155
167
69
14
140
155
(32 )
3
(8 )
(8 )
(74 )
23
10
—
—
(72 )
(3 )
(2 )
435
1
(54 )
—
10
—
(14 )
(174 )
(14 )
5
457
5
(143 )
(9 )
(21 )
81
—
(60 )
1
(3 )
21
250
—
(48 )
—
(5 )
(42 )
28
—
(18 )
(5 )
(10 )
149
343
1
(161 )
(20 )
4
—
213
88
368
Purchases of property, plant and equipment
Acquisitions of subsidiaries net of cash acquired
Proceeds from disposals net of cash
Equity contributions and loans to joint-ventures
Other investing activities
(125 )
1
—
(10 )
2
(102 )
—
—
(10 )
1
(355 )
21
(5 )
(37 )
11
(350 )
(348 )
4
(34 )
6
Net cash flows used in investing activities
(132 )
(111 )
(365 )
(722 )
Net Proceeds from issuance of Senior Notes
Repayments of Senior Notes / term loan
Proceeds / (Repayments) from revolving credit facility
and other loans
Payment of deferred financing costs and exit costs
Transactions with non-controlling interests
Other financing activities
—
(148 )
—
—
375
(148 )
—
—
13
14
(1 )
1
30
(69 )
(19 )
(2 )
8
(211 )
(2 )
3
45
Net cash flows (used in) / from financing activities
(140 )
44
145
(165 )
(272 )
618
146
332
(132 )
472
(519 )
991
—
—
Net cash flows from operating activities
Net (decrease) / increase in cash and cash
equivalents
Cash and cash equivalents—beginning of period
Cash and cash equivalents classified as held for sale –
beginning of period
Effect of exchange rate changes on cash and cash
equivalents
Cash and cash equivalents—end of period
2
(7 )
1
347
(2 )
476
(4 )
Year ended
December 31,
2015
4
(552 )
—
3
4
347
476
Less: Cash and cash equivalents classified as held for
sale
—
Cash and cash equivalents as reported in the
consolidated Statement of financial position
347
*
(4 )
472
—
347
In 2016, we changed the presentation of interest paid in our cash flow statement. Interest paid, which was previously reported as
financing cash flows, is now reported as operating cash flows. Prior year numbers were reclassified to conform to the current year
presentation.
12
(4 )
472
SEGMENT ADJUSTED EBITDA
(in millions of Euros)
Three months ended
December 31, 2016
Three months ended
December 31, 2015
Year ended
December 31, 2016
Year ended
December 31, 2015
P&ARP
A&T
AS&I
Holdings and Corporate
43
22
21
(5 )
37
26
18
(5 )
201
103
102
(29 )
183
103
80
(23 )
Total Adjusted EBITDA
81
76
377
343
SHIPMENTS AND REVENUE BY PRODUCT LINE
(in k metric tons)
Three months ended
December 31, 2016
Three months ended
December 31, 2015
Year ended
December 31, 2016
Year ended
December 31, 2015
Packaging rolled products
Automotive rolled products
Specialty and other thin-rolled
products
Aerospace rolled products
Transportation, industry, and
other rolled products
Automotive extruded products
Other extruded products
Other
198
28
202
23
856
113
880
88
10
30
14
27
44
118
67
116
29
23
26
—
23
23
25
—
125
99
118
(3 )
115
97
115
—
Total shipments
344
337
1,470
1,478
492
85
456
67
2,003
320
2,205
275
34
212
53
207
175
819
268
862
111
128
105
2
(8 )
103
133
107
4
(8 )
483
537
465
(11 )
(48 )
493
544
503
29
(26 )
(in millions of Euros)
Packaging rolled products
Automotive rolled products
Specialty and other thin-rolled
products
Aerospace rolled products
Transportation, industry, and
other rolled products
Automotive extruded products
Other extruded products
Other*
Inter-segment eliminations
Total revenue
*
1,161
1,122
4,743
5,153
Includes €20 million one-time payment related to the renegotiation of a customer agreement, which was recorded in the first quarter of
2016 as a reduction of revenues at the Holdings and Corporate level.
13
NON-GAAP MEASURES RECONCILIATIONS
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
(in millions of Euros)
Net loss
Income tax expense / (benefit)
Income / (loss) before income tax
Finance costs – net
Share of loss of joint-ventures
Income / (loss) from operations
Depreciation and amortization
Impairment
Restructuring costs
Unrealized (gains) / losses on derivatives
Unrealized exchange losses / (gains) from
remeasurement of monetary assets and
liabilities—net
Losses / (gains) on disposal and assets classified as
held for sale
Loss on Ravenswood OPEB plan amendments
Share based compensation
Metal price lag (A)
Start-up and development costs (B)
Manufacturing system and process transformation
costs (C)
Wise integration and acquisition costs
Wise one-time costs (D)
Wise purchase price adjustment (E)
Other (F)
Adjusted EBITDA
(A)
(B)
(C)
(D)
Three months
ended
December 31,
2016
(20 )
6
(14 )
37
6
29
46
—
—
(6 )
(2 )
Three months
ended
December 31,
2015
(429 )
(26 )
(455 )
36
1
(418 )
41
435
2
(8 )
—
Year ended
December 31,
2016
(4 )
69
65
167
14
246
155
—
5
(71 )
Year ended
December 31,
2015
(552 )
(32 )
(584 )
155
3
(426 )
140
457
8
20
(3 )
3
10
—
1
(7 )
9
(2 )
1
2
12
2
10
—
6
(4 )
25
5
5
7
34
21
1
—
—
(1 )
1
5
3
1
5
2
20
(20 )
1
11
14
38
—
6
76
377
343
81
—
—
Metal price lag represents the financial impact of the timing difference between when aluminum prices included within Constellium
revenues are established and when aluminum purchase prices included in Cost of sales are established. The Group accounts for inventory
using a weighted average price basis and this adjustment aims to remove the effect of volatility in LME prices. The calculation of the
Group metal price lag adjustment is based on an internal standardized methodology calculated at each of Constellium manufacturing sites
and is calculated as the average value of product recorded in inventory, which approximates the spot price in the market, less the average
value transferred out of inventory, which is the weighted average of the metal element of cost of sales, based on the quantity sold in the
period.
For the year ended December 31, 2016 and 2015, start-up costs relating to new sites and business development initiatives includes
respectively €20 million and €16 million related to BiW/ABS growth projects both in Europe and the U.S.
For the years ended December 31, 2016 and 2015, manufacturing system and process transformation costs related to supply chain
reorganization mainly in our A&T operating segment.
For the year ended December 31, 2016, Wise one-time costs related to a one-time payment of €20 million, recorded as a reduction of
revenues, in relation to the re-negotiation of payment terms, pass through of Midwest premium amounts and other pricing mechanisms in
a contract with one of Wise’s customers. We entered into the re-negotiation of these terms in order to align the terms of this contract,
acquired during the acquisition of Wise, with Constellium’s normal business terms. For the year ended December 31, 2015, Wise
one-time costs related to non-cash step-up in inventory costs on the acquisition of Wise entities (effects of purchase price adjustment for
€12 million), to losses incurred on the unwinding of Wise previous hedging policies (€4 million) and to Midwest premium losses (€22
million).
(E)
(F)
For the year ended December 31, 2016, the contractual price adjustment relating to the acquisition of Wise Metals Intermediate Holdings
was finalized. We received a cash payment of €21 million and recorded €20 million gain, net of costs.
For the year ended December 31, 2016, other includes individually immaterial other adjustments, offset by €4 million of insurance
proceeds.
14
Reconciliation of net cash flows from operating activities to Free Cash Flow (a non-GAAP measure)
Three months
ended
December 31,
2016
Three months
ended
December 31,
2015
Year ended
December 31,
2016
Year ended
December 31,
2015
Net cash flows from operating activities*
Purchases of property, plant and equipment
Equity contributions and loans to joint-ventures
Other investing activities
—
(125 )
(10 )
2
213
(102 )
(10 )
1
88
(355 )
(37 )
11
368
(350 )
(34 )
6
Free cash flow
(133 )
102
(293 )
(10 )
*
In 2016, we changed the presentation of interest paid in our cash flow statement. Interest paid, which was previously reported as
financing cash flows, is now reported as operating cash flows. Prior year numbers were reclassified to conform to the current year
presentation.
Accordingly €174 million and €143 million of interest paid for the years ended December 31, 2016 and 2015 and €72 million and
€54 million for the three month periods ended December 31, 2016 and 2015 respectively, are included in net cash flows from operating
activities.
Reconciliation of borrowings to Net debt (a non-GAAP measure)
At December 31,
2016
(in millions of Euros)
At December 31,
2015
Borrowings
Fair value of cross currency interest swaps
Cash and cash equivalents
Cash pledged for issuance of guarantees
2,468
(77 )
(347 )
(9 )
2,233
(47 )
(472 )
(11 )
Net debt
2,035
1,703
15
Non-GAAP measures
In addition to the results reported in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (all standards applied by the Group have been endorsed by the European Union), this press release includes
information regarding certain financial measures which are not prepared in accordance with IFRS (“non-GAAP measures”). The non-GAAP
financial measures used in this press release are: Adjusted EBITDA, Adjusted EBITDA per metric ton, Free cash flow and Net debt.
Reconciliations to the most directly comparable IFRS financial measures are presented in the schedules to this press release. We believe these
non-GAAP measures are important supplemental measures of our operating and financial performance. By providing these measures, together
with the reconciliations, we believe we are enhancing investors’ understanding of our business, our results of operations and our financial
position, as well as assisting investors in evaluating how well we are executing our strategic initiatives. However, these non-GAAP financial
measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures and may not be comparable to
similarly titled measures of other companies.
In considering the financial performance of the business, management and our chief operational decision maker, as defined by IFRS, analyze
the primary financial performance measure of Adjusted EBITDA in all of our business segments. The most directly comparable IFRS measure
to Adjusted EBITDA is our net income or loss for the period. We believe Adjusted EBITDA, as defined below, is useful to investors and is
used by our management for measuring profitability because it excludes the impact of certain non-cash charges, such as depreciation,
amortization, impairment and unrealized gains and losses on derivatives as well as items that do not impact the day-to-day operations and that
management in many cases does not directly control or influence. Therefore, such adjustments eliminate items which have less bearing on our
core operating performance.
Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium
and in comparison to other companies, many of which present an Adjusted EBITDA-related performance measure when reporting their results.
Adjusted EBITDA is defined as income / (loss) from continuing operations before income taxes, results from joint ventures, net finance costs,
other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on
derivatives and on foreign exchange differences, metal price lag, share based compensation expense, effects of certain purchase accounting
adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional,
unusual or generally non-recurring items.
Adjusted EBITDA is the measure of performance used by management in evaluating our operating performance, in preparing internal forecasts
and budgets necessary for managing our business and, specifically in relation to the exclusion of the effect of favorable or unfavorable metal
price lag, this measure allows management and the investor to assess operating results and trends without the impact of our accounting for
inventories. We use the weighted average cost method in accordance with IFRS which leads to the purchase price paid for metal impacting our
cost of goods sold and therefore profitability in the period subsequent to when the related sales price impacts our revenues. Management
believes this measure also provides additional information used by our lending facilities providers with respect to the ongoing performance of
our underlying business activities. Historically, we have used Adjusted EBITDA in calculating our compliance with financial covenants under
certain of our loan facilities.
16
Adjusted EBITDA is not a presentation made in accordance with IFRS, is not a measure of financial condition, liquidity or profitability and
should not be considered as an alternative to profit or loss for the period, revenues or operating cash flows determined in accordance with
IFRS.
Free Cash Flow is net cash flow from operating activities less capital expenditure, equity contributions and loans to joint ventures and other
investing activities. Net debt is defined as borrowings plus or minus the fair value of cross currency interest swaps less cash and cash
equivalents and cash pledged for the issuance of guarantees.
Management believes that Free Cash Flow is a useful measure of the net cash flow generated or used by the business as it takes into account
both the cash generated or consumed by operating activities, including working capital, and the capital expenditure requirements of the
business. Management believes that Net debt is a useful measure of indebtedness because it takes into account the cash and cash equivalent
balances held by the Company as well as the total external debt of the Company.
Net debt and Free Cash Flow are not presentations made in accordance with IFRS, and should not be considered as an alternative to borrowings
or operating cash flows determined in accordance with IFRS.
17
Fourth Quarter and Full Year 2016 Earnings Call March 9, 2017 Exhibit 99.2
Certain statements contained in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation 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. Others are
more specific to our business and operations. These risks and uncertainties include, but are not limited to, the ability of Constellium and Wise Metals to achieve expected synergies and the timing thereof, Constellium’s increased levels of indebtedness which could limit Constellium’s
operating flexibility and opportunities; the potential failure to retain key employees, the loss of customers, suppliers and other business relationships; slower or lower than expected growth in the North American market for Body-in-White aluminium rolled products, 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 presentation. 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. Forward-looking statements
Non-GAAP measures This presentation includes information regarding certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA per metric ton, Free Cash Flow and Net Debt. These measures are presented because management uses this information to
monitor and evaluate financial results and trends and believes this information to also be useful for investors. Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in comparison to other
companies, many of which present an adjusted EBITDA-related performance measure when reporting their results. Adjusted EBITDA, Adjusted EBITDA per Metric Ton, Free Cash Flow and Net Debt are not presentations made in accordance with IFRS and may not be comparable to
similarly titled measures of other companies. These non-GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures. This presentation provides a reconciliation of non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Jean-Marc Germain Chief Executive Officer
Shipments of 1.5 million kt in 2016, in-line with prior year Q4 Shipments of 344 kt, up 2% Revenue of €4.7 billion in 2016, down 8%, primarily due to lower metal prices; Q4 2016 revenue of €1.2 billion, up 3% Net loss of €4 million in 2016 compared to a net loss of €552 million
including asset impairment charges in 2015 Q4 2016 Net loss comparison benefited for similar reasons Adjusted EBITDA of €377 million in 2016, up 10% Q4 2016 Adjusted EBITDA of €81 million, up 8% Strong performance in P&ARP and AS&I, stable performance in A&T
Refinancing of the Wise Senior Secured Notes with Constellium Unsecured Senior Notes in February 2017 Financial Highlights
Peter Matt Chief Financial Officer
2016 Adjusted EBITDA vs 2015 343 377 YoY Increase of 10% - Strong growth in P&ARP and AS&I, A&T stable 76 81 Q4 2016 Increase of 8% with a strong performance in P&ARP € millions
Strong operational momentum continues at Muscle Shoals Improved price and mix benefited European operations in Q4 2016 Ramping up production of new ABS finishing lines at Neuf-Brisach, France and Bowling Green, Kentucky 2016 Performance Highlights Recent Developments
Shipments decreased 2% to 1,013 kt on lower packaging and foil stock shipments Automotive rolled product shipments increased 28% to 113 kt Adjusted EBITDA increased 10% to €201 million on solid operational performance Packaging and Automotive Rolled Products Segment FY
Adjusted EBITDA (€m) Shipments: 1,035kt 1,013kt (2%) Per ton: €176 €199 13% Q4 Adjusted EBITDA (€m) Shipments: 239kt 236kt (1%) Per ton: €150 €183 22% +10% +19%
Shipments of 243 kt increased 5% Aerospace shipments increased 2% Transportation shipments increased 9% Higher shipments and improved costs offset weaker mix Adjusted EBITDA unchanged as compared to 2015 Excess inventory in aerospace supply chain temporarily impacting
orders Higher transportation shipments expected to offset some aerospace softening New pusher furnace at Ravenswood operating and expected to help increase manufacturing efficiency AIRWARE® continuing to make progress Aerospace and Transportation Segment 2016
Performance Highlights Recent Developments Shipments: 231kt 243kt 5% Per ton: €445 €425 (4%) FY Adjusted EBITDA (€m) 0% (13%) Shipments: 50kt 59kt 16% Per ton: €509 €384 (25%) Q4 Adjusted EBITDA (€m)
Automotive Structures and Industry Segment Shipments of 217 kt, up 3% on solid demand in core end markets Adjusted EBITDA increased to a record €102 million, up 27% Improved price and mix with solid cost performance Continuing solid execution across products and facilities
Projects on schedule including start-up in Georgia facility in 2017 and Mexico facility in 2018 Over €1 billion revenue backlog in automotive structures Recent win on a major OEM battery box contract 2016 Performance Highlights Recent Developments +27% Shipments: 212kt 217kt
3% Per ton: €380 €471 24% FY Adjusted EBITDA (€m) +11% Shipments: 48kt 49kt 4% Per ton: €396 €423 7% Q4 Adjusted EBITDA (€m)
Wise Secured Notes Refinancing Enhances Flexibility Allows CSTM to fully integrate the Wise assets, lowering costs and increasing financial flexibility within the Group Reduces interest expense by €27 million per annum (including Wise PIK/Toggle Notes) Extends the 2018 debt
maturity to 2025 – our nearest maturity is now 2021 The February refinancing fully integrates Wise, reduces interest cost and extends maturity profile Maturity profile
Net Debt and Liquidity € millions December 31, 2016 December 31, 2015 Borrowings 2,468 2,233 Fair value of cross currency interest rate swaps (77) (47) Cash and cash equivalents (347) (472) Cash pledged for issuance of guarantees (9) (11) Net Debt 2,035 1,703 Cash and cash
equivalents 347 472 Availability 190 261 Total Liquidity 537 733
Jean-Marc Germain Chief Executive Officer
End-Market Commentary North America Europe Highlights Automotive Strong Growth Strong Growth Light-weighting is expected to continue, new capacity ramping in Europe and USA AS&I has built a leading position in extrusions Aerospace Moderate Growth Moderate Growth
Secular growth in air traffic to continue; long term aircraft demand steady Temporary excess inventory and announced reductions in selected wide-body build rates will impact 2017 Composites remain a factor Packaging Flat Growth Low Growth Conversion from steel to aluminium
driving European growth BiW/ABS conversions should help longer term North American supply / demand balance
Strategic Update Management team in place Long term operational, strategic and financial plan finalized Our growth investments on track and should begin to generate returns Capital spending has peaked – new, disciplined capital deployment processes instituted to govern future
spending Taking steps to increase financial flexibility
Update on Key Projects Bowling Green, KentuckyP&ARP100kt ABS/BiW finishing line Neuf-Brisach, FranceP&ARP100kt ABS/BiW finishing line White, GeorgiaAS&I Extrusion Press San Luis Potosí, MexicoAS&IExtrusion Press
Financial Guidance Expect high single-digit growth in Adjusted EBITDA annually over the next three years 2017 capital spending target €275 million Formulating new initiatives to improve cash flow generation Targeting positive free cash flow in 2019
Solid 2016 results with Adjusted EBITDA performance of €377 million, up 10%; Q4 €81 million, up 8% Strong operational performance in P&ARP and AS&I, stable performance in A&T Improved our balance sheet and financial flexibility with refinancing of Wise Senior Secured
Notes Remain highly focused on continued operational execution and disciplined capital deployment Key Takeaways Analyst Day March 22 at the NYSE
Appendix
Shipments by Product Line (000’s metric tons) FY 2016 FY 2015 Packaging rolled products 856 880 Automotive rolled products 113 88 Specialty and other thin-rolled products 44 67 Aerospace rolled products 118 116 Transportation, industry, and other rolled products 125 115
Automotive extruded products 99 97 Other extruded products 118 115 Eliminations and other (3) - Total 1,470 1,478 k metric tons
Shipments by Product Line (000’s metric tons) Three months December 31, 2016 Three months December 31, 2015 Packaging rolled products 198 202 Automotive rolled products 28 23 Specialty and other thin-rolled products 10 14 Aerospace rolled products 30 27 Transportation,
industry, and other rolled products 29 23 Automotive extruded products 23 23 Other extruded products 26 25 Total 344 337 k metric tons
IFRS – FY 2016 Income Statement Year ended December 31, 2016 Year ended December 31, 2015 Revenue 4,743 5,153 Income / (loss) from operations 246 (426) Finance costs – net (167) (155) Share of loss of joint-ventures (14) (3) Income / (loss) before income taxes 65 (584)
Income tax (expense) / benefit (69) 32 Net Loss (4) (552) € millions
IFRS – Q4 2016 Income Statement Three months ended December 31, 2016 Three months ended December 31, 2015 Revenue 1,161 1,122 Income / (loss) from operations 29 (418) Finance costs – net (37) (36) Share of loss of joint-ventures (6) (1) Loss before income taxes (14) (455)
Income tax expense (6) 26 Net Loss (20) (429) € millions
IFRS – Statement of Financial Position At December 31, 2016 At December 31, 2015 Current assets 1,410 1,449 Non-current assets 2,377 2,166 Assets held for sale - 13 Total Assets 3,787 3,628 Current liabilities 1,035 1,193 Non-current liabilities 3,322 2,962 Liabilities held for sale 13 Equity (570) (540) Total Equity and Liabilities 3,787 3,628 € millions
Net Debt Reconciliation December 31, 2016 December 31, 2015 Borrowings 2,468 2,233 Fair value of cross currency interest rate swaps (77) (47) Cash and cash equivalents (347) (472) Cash pledged for issuance of guarantees (9) (11) Net Debt 2,035 1,703 € millions
Liquidity Position Availability as of 12/31/2016 Commentary Cash and cash equivalents 347 Excludes €9 million restricted cash Ravenswood ABL 29 Matures October 2018 Wise ABL(1) 121 Matures September 2020 Factoring facilities 33 Wise: matures January 2018 French: matures
December 2018 German/Swiss facility upsized to €150 million: matures October 2021 Other 7 Total availability 537 € millions 1 Company amended and extended this facility prior to the closing of the February 2017 refinancing.
Reconciliation of Net Income to Adjusted EBITDA € millions Three months ended December 31, 2016 Three months ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 Net loss (20) (429) (4) (552) Income tax expense / (benefit) 6 (26) 69 (32)
Income / (loss) before income tax (14) (455) 65 (584) Finance costs - net 37 36 167 155 Share of loss of joint-ventures 6 1 14 3 Income / (loss) from operations 29 (418) 246 (426) Depreciation and amortization 46 41 155 140 Impairment ̶ 435 ̶ 457 Restructuring costs ̶ 2 5 8 Unrealized
(gains) / losses on derivatives (6) (8) (71) 20 Unrealized exchange losses / (gains) from remeasurement of monetary assets and liabilities – net (2) ̶ (3) 3 Losses / (Gains) on disposal and assets classified as held for sale 10 (2) 10 5 Loss on Ravenswood OPEB plan amendments ̶ 1 ̶ 5 Share
based compensation 1 2 6 7 Metal price lag (7) 12 (4) 34 Start-up and development costs 9 2 25 21 Manufacturing system and process transformation costs 1 5 5 11 Wise acquisition and integration costs ̶ 3 2 14 Wise one-time costs ̶ ̶ 20 38 Wise purchase price adjustment (1) ̶ (20) ̶ Other
1 1 1 6 Adjusted EBITDA 81 76 377 343
Borrowings Table € millions December 31, 2016 December 31, 2015 Redemption Value Nominal Rate Effective Rate Face Value (Arrangement fees) / step-up Accrued Interests Carrying Value Carrying Value Secured ABL
Ravenswood (due 2018) $48 Floating 3.08% 46 —
— 46 23 Muscle Shoals (due 2018) — Floating — — — — — 99
Senior Secured Notes
Constellium N.V. (Issued March 2016, due 2021) $425 7.88% 8.94% 403 (10) 8 401 — Muscle Shoals (Issued December 2013 due 2018) $650 8.75% 7.45% 617 16 2 635
622
Senior Unsecured Notes
Constellium N.V. (Issued May 2014, due 2024) $400 5.75% 6.26% 379 (5) 3 377 365 Constellium N.V (Issued May 2014, due 2021) € 300 4.63% 5.16% 300 (4) 2 298 297 Constellium N.V. (Issued December 2014, due 2023) $400 8.00%
8.61% 379 (6) 14 387 375 Constellium N.V. (Issued December 2014,due 2023) € 240 7.00% 7.54% 240 (4) 8 244 244
Senior Unsecured PIK Toggle Notes Muscle Shoals — — — — — — — 145
Other loans (including Finance leases) 80 — — 80 63 Total
Borrowings
2,444 (13) 37 2,468 2,233 Of which non-current
2,361 2,064 Of which current
107 169