Constellium SE Constellium SE France
Total Page：16
File Type：pdf, Size：1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________ FORM 20-F __________________________________________________________________________ ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35931 __________________________________________________________________________ Constellium SE (Exact Name of Registrant as Specified in its Charter) __________________________________________________________________________ Constellium SE (Translation of Registrant’s name into English) __________________________________________________________________________ France (Jurisdiction of incorporation or organization) __________________________________________________________________________ Washington Plaza, 300 East Lombard Street 40-44 rue Washington Suite 1710 75008 Paris Baltimore, MD, 21202 France United States (Head Office) (Address of principal executive offices) Rina E. Teran Chief Securities Counsel 300 East Lombard Street, Suite 1710, Baltimore, MD, 21202 United States Tel: (443) 420-7861 E-mail: [email protected] (Name, telephone, e-mail and/or facsimile number and address of company contact person) __________________________________________________________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol Name of each exchange on which registered Ordinary Shares CSTM New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None _____________________________ Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 139,962,672 Ordinary Shares, Nominal Value €0.02 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ☐ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes x No Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards Other ☐ as issued by the International Accounting Standards Board x If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No TABLE OF CONTENTS Page SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS ii Part I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 15 Item 4A. Unresolved Staff Comments 37 Item 5. Operating and Financial Review and Prospects 37 Item 6. Directors, Senior Management and Employees 56 Item 7. Major Shareholders and Related Party Transactions 76 Item 8. Financial Information 80 Item 9. The Offer and Listing 82 Item 10. Additional Information 82 Item 11. Quantitative and Qualitative Disclosures About Market Risk 103 Item 12. Description of Securities Other than Equity Securities 103 Part II 103 Item 13. Defaults, Dividend Arrearages and Delinquencies 103 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 103 Item 15. Controls and Procedures 103 Item 16A. Audit Committee Financial Expert 104 Item 16B. Code of Ethics 104 Item 16C. Principal Accountant Fees and Services 104 Item 16D. Exemptions from the Listing Standards for Audit Committees 105 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 105 Item 16F. Change in Registrant’s Certifying Accountant 105 Item 16G. Corporate Governance 105 Item 16H. Mine Safety Disclosure 110 Part III 111 Item 17. Financial Statements 111 Item 18. Financial Statements 111 Item 19. Exhibits 111 Index to Financial Statements F-1 -i- SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This annual report on Form 20-F (this “Annual Report”) of Constellium SE ("Constellium SE" or "the Company", and when referred to together with its subsidiaries, "the Group" or "Constellium") contains “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify certain forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking statements contained in this Annual Report. Important factors that could cause actual results to differ materially from those expressed or implied by the forward- looking statements are disclosed under “Item 3. Key Information—D. Risk Factors” and elsewhere in this Annual Report, including, without limitation, in conjunction with the forward-looking statements included in this Annual Report. All forward- looking statements in this Annual Report and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could materially affect our results include: • We may not be able to compete successfully in the highly competitive markets in which we operate, and new competitors could emerge, which could negatively impact our share of industry sales, sales volumes and selling prices. • Aluminium may become less competitive with alternative materials, which could reduce our sales volumes, or lower our selling prices. • A significant portion of our revenue is derived from international operations, which exposes us to certain risks inherent in doing business globally. • Widespread public health pandemics, including COVID-19, could have a material and adverse effect on our business, financial condition and results of operations. • The cyclical and seasonal nature of the metals industry, our end-use markets and our customers’ industries could adversely affect our financial condition and results of operations. • Our failure