Obbligazione Constellum Holdco B.V. 4.625% ( XS1064882316 ) in EUR

Emittente Constellum Holdco B.V.
Prezzo di mercato 100 EUR  ▼ 
Paese  Paesi Bassi
Codice isin  XS1064882316 ( in EUR )
Tasso d'interesse 4.625% per anno ( pagato 2 volte l'anno)
Scadenza 14/05/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Constellium Holdco B.V XS1064882316 in EUR 4.625%, scaduta


Importo minimo 100 000 EUR
Importo totale 300 000 000 EUR
Descrizione dettagliata Constellium Holdco B.V. è una società leader nella produzione di alluminio laminato e estruso, fornendo soluzioni per i settori aerospaziale, automobilistico e delle bevande.

The Obbligazione issued by Constellum Holdco B.V. ( Netherlands ) , in EUR, with the ISIN code XS1064882316, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/05/2021







OFFERING MEMORANDUM
Constellium N.V.
$400,000,000 5.750% Senior Notes due 2024
300,000,000 4.625% Senior Notes due 2021
Constellium N.V. is offering $400,000,000 aggregate principal amount of its 5.750% Senior Notes due 2024 (the "U.S. Dollar
Notes") and 300,000,000 aggregate principal amount of its 4.625% Senior Notes due 2021 (the "Euro Notes" and, together with
the U.S. Dollar Notes, the "Notes"). We will pay interest on the Notes on May 15 and November 15 of each year, beginning on
November 15, 2014. The U.S. Dollar Notes will mature on May 15, 2024, and the Euro Notes will mature on May 15, 2021.
On or after May 15, 2019, in the case of the U.S. Dollar Notes, and on or after May 15, 2017, in the case of the Euro Notes,
we may redeem some or all of the Notes at the redemption prices set forth in this offering memorandum. We may also redeem
some or all of the Notes at any time prior to May 15, 2019, in the case of the U.S. Dollar Notes, and at any time prior to May 15,
2017, in the case of the Euro Notes, at a redemption price equal to the "make-whole" amount set forth in this offering
memorandum. In addition, we may redeem Notes of either series in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes of the applicable series using net proceeds from certain equity offerings
completed on or prior to May 15, 2017, at the redemption prices set forth in this offering memorandum. We may also redeem the
Notes upon certain changes in tax laws.
The Notes will be guaranteed on a senior unsecured basis by all of our current direct and indirect restricted subsidiaries that
guarantee indebtedness under our Unsecured Revolving Credit Facility (as defined herein) as of the date of the issuance of the
Notes (the "Guarantors"). In addition, any of our other existing or future restricted subsidiaries (other than receivables
subsidiaries) that guarantee any of our or the Guarantors' indebtedness under Credit Facilities (as defined herein) after the issue
date will also be required to guarantee the Notes and shall become Guarantors. The Notes and the guarantees will be our and
the Guarantors' senior unsecured obligations and will rank equally in right of payment to all of our and the Guarantors' existing
and future senior indebtedness, senior in right of payment to any of our and the Guarantors' subordinated indebtedness and will
be effectively subordinated to all of our and the Guarantors' existing and future secured indebtedness to the extent of the assets
securing such indebtedness. The Notes will be structurally subordinated to all of the liabilities and preferred stock of any of our
subsidiaries that do not guarantee the Notes.
Application has been made to list the Euro Notes on the official list of the Luxembourg Stock Exchange (the "Official List")
and for the Euro Notes to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Investing in the Notes involves risk. See "Risk Factors" beginning on page 25.
We have not registered and will not register the Notes under the Securities Act or under any state securities laws.
Therefore, we may not offer or sell the Notes within the United States to, or for the account or benefit of, any U.S.
person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state
securities laws. Accordingly, we are only offering the Notes (1) to qualified institutional buyers (as defined in Rule 144A
under the Securities Act) and (2) outside the United States in compliance with Regulation S under the Securities Act.
See "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
U.S. Dollar Notes Issue Price: 100%
Euro Notes Issue Price: 100%
Delivery of the Notes was made in book-entry form on May 7, 2014, against payment in immediately available funds.


Joint Bookrunners
Deutsche Bank Securities
BNP PARIBAS
Goldman, Sachs & Co.
HSBC
Morgan Stanley
NATIXIS
SOCIETE GENERALE
The date of this offering memorandum is July 8, 2014.


You should rely only on the information contained or incorporated by reference in this offering
memorandum or to which we have referred you. Neither we nor any of Deutsche Bank Securities Inc., BNP
Paribas, Goldman, Sachs & Co., HSBC Bank plc (for the Euro Notes), HSBC Securities (USA) Inc. (for the U.S.
Dollar Notes), Morgan Stanley & Co. LLC, Natixis (for the Euro Notes), Natixis Securities Americas LLC (for the
U.S. Dollar Notes) or Société Générale (the "Initial Purchasers") has authorized anyone to provide you with
information that is different. This offering memorandum may only be used where it is legal to sell these
securities. The information in this offering memorandum may only be accurate on the date of this offering
memorandum.
NOTICE TO INVESTORS
We are furnishing this offering memorandum in connection with an offering that is exempt from registration under, or
not subject to, the Securities Act of 1933, as amended, or the Securities Act, and applicable state securities laws solely to
allow a prospective investor to consider purchasing the notes. The information contained in this offering memorandum has
been provided by us. No representation or warranty, express or implied, is made by the Initial Purchasers as to the
accuracy or completeness of the information contained in this offering memorandum and nothing contained in this offering
memorandum is, or should be relied upon as, a promise or representation by the Initial Purchasers.
The notes described in this offering memorandum have not been registered with, recommended by or
approved by the Securities and Exchange Commission, or the SEC, or any other federal or state securities
commission or regulatory authority, nor has the SEC or any such state securities commission or authority
passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a
criminal offense.
This offering memorandum constitutes a prospectus for purposes of the Luxembourg law dated July 10, 2005 on
prospectuses for securities, as amended, and includes information on the terms of the Euro Notes, including redemption
and repurchase prices, covenants and transfer restrictions. We have prepared this offering memorandum solely for use in
connection with this offering and for applying to the Luxembourg Stock Exchange for the Euro Notes to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg
Stock Exchange.
You must comply with all applicable laws and regulations in connection with the distribution of this offering
memorandum and the offer or sale of the notes. See "Transfer Restrictions." You are not to construe the contents of this
offering memorandum as investment, legal or tax advice. You should consult your own counsel, accountant and other
advisors as to legal, tax, business, financial and related aspects of a purchase of the notes. We are not, and the Initial
Purchasers are not, making any representation to you regarding the legality of an investment in the notes by you under
applicable laws.
In making an investment decision regarding the notes offered by this offering memorandum, you must rely on your
own examination of our company, the pending transactions described herein and the terms of the offering, including,
without limitation, the merits and risks involved. The offering is being made on the basis of this offering memorandum. Any
decision to purchase notes in the offering must be based on the information contained or incorporated by reference in this
offering memorandum.
This offering memorandum is being provided (1) to "qualified institutional buyers" for informational use solely in
connection with their consideration of the purchase of the notes and (2) in offshore transactions complying with Rule 903
or Rule 904 of Regulation S under the Securities Act. Its use for any other purpose is not authorized.
The information contained in this offering memorandum has been furnished by us and other sources we believe to
be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or
completeness of any of the information set forth in this offering memorandum and nothing contained in this offering
memorandum is or shall be relied upon as a promise or representation, whether as to the past or the future. This offering
memorandum contains summaries, believed to be accurate, of some of the terms of specific documents, but reference is
made to the actual documents, copies of which will be made available upon request for the complete information
contained in those documents, as indicated under the caption "Incorporation by Reference." All summaries are qualified in
their entirety by this reference.
In making your purchase, you will be deemed to have made certain acknowledgements, representations and
agreements as set forth in this offering memorandum under the caption "Transfer Restrictions." The notes are subject to
restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act
i


and applicable state securities laws pursuant to registration or exemption therefrom. See "Transfer Restrictions." You
should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time.
No person is authorized in connection with any offering made by this offering memorandum to give any information
or to make any representation not contained in this offering memorandum and, if given or made, any other information or
representation must not be relied upon as having been authorized by us or the Initial Purchasers. The information
contained in this offering memorandum is as of the date hereof and subject to change, completion or amendment without
notice. Neither the delivery of this offering memorandum at any time nor any subsequent commitment to enter into any
financing shall, under any circumstances, create any implication that there has been no change in the information set forth
in this offering memorandum or in our affairs since the date of this offering memorandum.
We reserve the right to withdraw the offering of the notes at any time, and we and the Initial Purchasers reserve the
right to reject any commitment to subscribe for the notes, in whole or in part, and to allot to you less than the full amount
of notes subscribed for by you. We are making this offering subject to the terms described in this offering memorandum.
This offering memorandum does not constitute an offer to sell the notes to, or a solicitation of an offer to buy, the
notes from any person in any jurisdiction where it is unlawful to make such an offer or solicitation.
The distribution of this offering memorandum and the offer and sale of the notes may be restricted by law in certain
jurisdictions. Persons into whose possession this offering memorandum or any of the notes come must inform themselves
about, and observe, any such restrictions. See "Transfer Restrictions."
The notes will be available in book-entry form only. See "Description of the Notes--Book-Entry, Delivery and Form."
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
SEC REVIEW
In the course of review of the filings we will make with the SEC, we may be required to make changes to the
description of our business and other information and financial data included or incorporated by reference in this offering
memorandum. While we believe that our financial statements and the other financial data and other information included
in this offering memorandum and the documents incorporated by reference in this offering memorandum have been
prepared in a manner that complies, in all material respects, with International Financial Reporting Standards and the
regulations published by the SEC, as applicable, comments by the SEC on our future filings may require modification or
reformulation of our financial data. Consequently, the financial information in our future filings may differ from the financial
information in, or incorporated by reference in, this offering memorandum.
ii


INCORPORATION BY REFERENCE
We are subject to certain informational requirements of the Exchange Act. We are required to file reports and other
information with the SEC, including annual reports on Form 20-F within four months from the end of each of our fiscal
years, and reports on Form 6-K. The reports, or portions thereof, specified below are hereby incorporated by reference in
this offering memorandum:
·
the following sections of our Annual Report on Form 20-F for the fiscal year ended December 31, 2013 filed with
the SEC on April 22, 2014 (but not any other section of such Annual Report): (i) Item 4.A (Information on the
Company--History and Development of the Company), (ii) Item 6.B (Directors, Senior Management and
Employees--Compensation), (iii) Item 6.C (Directors, Senior Management and Employees--Board Practices),
(iv) Item 6.D (Directors, Senior Management and Employees--Employees) and (v) Item 7.A (Major
Shareholders and Related Party Transactions--Major Shareholders), and
·
additional reports furnished with the SEC on Form 6-K subsequent to the date hereof and on or prior to the date
of consummation of this offering (unless any such report specifically states otherwise).
The reports that we incorporate by reference are a part of this offering memorandum.
You may inspect and copy reports and other information filed with the SEC at the Public Reference Room at 100 F
Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website that contains reports and other
information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing
the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In
addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as
frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also maintain an internet site at http://www.constellium.com. Our website and the information contained therein
or connected thereto will not be deemed to be incorporated into the offering memorandum, and you should not rely on any
such information in making your decision whether to purchase the Notes.
For so long as any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the U.S. Securities Act, we will, during any period in which we are neither subject to the reporting
requirements of Section 13 or 15(d) of the U.S. Exchange Act, as amended, nor exempt from the reporting requirements
under Rule 12g3-2(b) of the U.S. Exchange Act, as amended, make available to the holder or beneficial owner of such
restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial
owner, in each case upon the written request of such holder, beneficial owner or prospective purchaser, the information
required to be provided by Rule 144A(d)(4) under the U.S. Securities Act. Any such request should be directed to
Constellium. We will also make any of the foregoing information available during normal business hours at the offices of
the listing agent in Luxembourg if and for so long as the Euro Notes are listed on the Official List of the Luxembourg Stock
Exchange and are traded on the Luxembourg Stock Exchange's Euro MTF Market and the rules and regulations of the
Luxembourg Stock Exchange so require.
Each purchaser of the Notes from the Initial Purchasers will be furnished with a copy of this offering memorandum,
and, to the extent provided to the Initial Purchasers by us for such purpose, any related amendments or supplements to
this offering memorandum. Each person receiving this offering memorandum and any related amendments or
supplements to the offering memorandum acknowledges that:
(a)
such person has been afforded an opportunity to request from us and to review, and has received, all
additional information considered by it to be necessary to verify the accuracy and completeness of the
information herein;
(b)
such person has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with its investigation of the accuracy of such information or its investment decision; and
(c)
except as provided pursuant to (a) above, no person has been authorized to give any information or to make
any representation concerning the Notes offered hereby other than those contained herein and, if given or
made, such other information or representation should not be relied upon as having been authorized by us or
the Initial Purchasers.
iii


iv


MARKET AND INDUSTRY DATA
This offering memorandum includes estimates of market share and industry data and forecasts that we have
obtained from industry publications, surveys and forecasts, as well as from internal company sources. Industry
publications, surveys and forecasts generally state that the information contained therein has been obtained from sources
believed to be reliable. However, we have not independently verified any of the data from third-party sources, nor have we
ascertained the underlying economic assumptions relied upon therein. In addition, this offering memorandum includes
market share and industry data that we have prepared primarily based on our knowledge of the industry in which we
operate. Statements as to our market position relative to our competitors are based on volume (by tons) for the year
ended December 31, 2012 or December 31, 2013, and unless otherwise noted, internal analysis and estimates may not
have been verified by independent sources. Our estimates, in particular as they relate to market share and our general
expectations, involve risks and uncertainties and are subject to change based on various factors, including those
discussed in the section entitled "Risk Factors."
All information regarding our market and industry is based on the latest data currently available to us, which in some
cases may be several years old. In addition, some of the data and forecasts that we have obtained from industry
publications and surveys and/or internal company sources are provided in foreign currencies.
BASIS OF PREPARATION
Unless the context indicates otherwise, when we refer to "we," "our," "us," "Constellium" and "the Company" in this
offering memorandum, we are referring to Constellium N.V. and its subsidiaries. When we refer to "tons," we are referring
to metric tons.
On January 4, 2011, Omega Holdco B.V., which later changed its name to Constellium Holdco B.V., and then again
to Constellium N.V. ("Constellium" ), acquired the Alcan Engineered Aluminum Products business unit (the "AEP
Business") from affiliates of Rio Tinto, a leading international mining group, combining Rio Tinto plc, a London listed public
company headquartered in the United Kingdom, and Rio Tinto Limited, which is listed on the Australian Stock Exchange,
with executive offices in Melbourne (the two companies are joined in a dual listed companies structure as a single
economic entity, called the Rio Tinto Group ("Rio Tinto") (the "Acquisition"). The financial information of Constellium N.V.
and its subsidiaries after the Acquisition has been derived from the audited consolidated financial statements as of and for
the years ended December 31, 2011, 2012 and 2013.
As of December 30, 2011, we disposed of a number of entities in one of our operating segments, the specialty
chemicals and raw materials supply chain services division, Alcan International Network ("AIN"). These operations have
been classified as discontinued operations in the audited financial statements for the year ended December 31, 2011,
2012 and 2013.
Effective January 1, 2013, we have adopted IAS 19 "Employee Benefits" (revised) (IAS 19) in our audited
consolidated financial statements as of and for the year ended December 31, 2013 and in accordance with transition rules
in IAS 19 we have retrospectively applied this standard to the two years ending December 31, 2012 and 2011.
TRADEMARKS
We have proprietary rights to trademarks used in this offering memorandum which are important to our business,
many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade
names referred to in this offering memorandum may appear without the "®" or "TM" symbols, but such references are not
intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the
rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other
companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us
by, any other companies. Each trademark, trade name or service mark of any other company appearing in this offering
memorandum is the property of its respective holder.
v


IMPORTANT INFORMATION AND CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This offering memorandum 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 offering memorandum.
Important factors that could cause actual results to differ materially from those expressed or implied by the forward-
looking statements are disclosed under the heading "Risk Factors" and elsewhere in this offering memorandum, including,
without limitation, in conjunction with the forward-looking statements included in this offering memorandum and including
with respect to our estimated and projected earnings, income, equity, assets, ratios and other estimated financial results.
All forward-looking statements in this offering memorandum 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:
·
our ability to implement our business strategy, including our productivity and cost reduction initiatives;
·
our susceptibility to cyclical fluctuations in the metals industry, our end-markets and our customers' industries,
and changes in general economic conditions;
·
the highly competitive nature of the metals industry and the risk that aluminum will become less competitive
compared to alternative materials;
·
the possibility of unplanned business interruptions and equipment failure;
·
adverse conditions and disruptions in regional and global economies, including Europe and North America;
·
the risk associated with being dependent on a limited number of suppliers for a substantial portion of our primary
and scrap aluminum;
·
the risk that we may be required to bear increases in operating costs under our multi-year contracts with
customers, or certain fixed costs in the event of early termination of contracts;
·
competition and consolidation in the industries in which we operate;
·
our ability to maintain and continuously improve our information technology and operational systems and
financial reporting and internal controls;
·
our ability to manage our labor costs and labor relations and attract and retain qualified employees;
·
losses or increased funding and expenses related to our pensions, other post-employment benefits and other
long-term employee benefits plans;
·
the risk that regulation and litigation pose to our business, including our ability to maintain required licenses and
regulatory approvals and comply with applicable laws and regulations, and the effects of potential changes in
governmental regulations;
·
risk associated with our global operations, including natural disasters and currency fluctuations;
·
changes in our effective income tax rate or accounting standards;
·
costs or liabilities associated with environmental, health and safety matters; and
·
the other factors presented under the heading "Risk Factors."
We caution you that the foregoing list may not contain all of the factors that are important to you. In addition, in light
of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this offering
memorandum may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as required by law.
vi


SUMMARY
The following summary highlights certain information contained elsewhere in this offering memorandum and is
qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this
offering memorandum. Because this is a summary, it may not contain all of the information that is important to you in
making a decision to invest in the Notes. Before making an investment decision, you should carefully read the entire
offering memorandum, including the "Risk Factors" and "Important Information and Cautionary Statement Regarding
Forward-Looking Statements" sections, our audited combined and consolidated financial statements and the notes to
those statements included in this offering memorandum.
Unless the context indicates otherwise, when we refer to "we", "our", "us", and "the Company" for purposes of this
offering memorandum, we are referring to Constellium N.V. and its consolidated subsidiaries.
The Company
Overview
We are a global leader in the design and manufacture of a broad range of innovative specialty rolled and extruded
aluminum products, serving primarily the aerospace, packaging and automotive end-markets. We have a strategic
footprint of manufacturing facilities located in the United States, Europe and China. Our business model is to add value by
converting aluminum into semi-fabricated products. We believe we are the supplier of choice to numerous blue-chip
customers for many value-added products with performance-critical applications. Our product portfolio commands higher
margins as compared to less differentiated, more commoditized fabricated aluminum products, such as common alloy
coils, paintstock, foilstock and soft alloys for construction and distribution.
As of December 31, 2013, we operated 23 production facilities, 10 administrative and commercial sites and one
research and development ("R&D") center, and have approximately 8,600 employees. We believe our portfolio of flexible
and integrated facilities is among the most technologically advanced in the industry. It is our view that our established
presence in the United States and Europe and our growing presence in China strategically position us to service our
global customer base. For example, based on information available to us as an industry participant, we believe we are
one of only two suppliers of aluminum products to the aerospace market with facilities in both the United States and
Europe. We believe this gives us a key competitive advantage in servicing the needs of our aerospace customers,
including Airbus S.A.S. ("Airbus") and The Boeing Company ("Boeing"). We believe our well-invested facilities combined
with more than 50 years of manufacturing experience, quality and innovation and pre-eminent R&D capabilities have put
us in a leadership position in our core markets.
We seek to sell to end-markets that have attractive characteristics for aluminum, including (i) higher margin
products, (ii) stability through economic cycles, and (iii) favorable growth fundamentals supported by customer order
backlogs in aerospace and substitution trends in automotive and European can sheet. We are the leading global supplier
of aluminum aerospace plates, the leading European supplier of can body stock and a leading global supplier of
automotive structures. Our unique platform has enabled us to develop a stable and diversified customer base and to enjoy
long-standing relationships with our largest customers. Our relationships with our top 20 customers average over 25
years. Our customer base includes market leading firms in aerospace, automotive, and packaging, like Airbus, Boeing,
Rexam PLC ("Rexam"), Ball Corporation, Crown Holdings, Inc. and several premium automotive original equipment
manufacturers ("OEMs"), including BMW AG, Mercedes-Benz and Volkswagen AG. We believe that we are a "mission
critical" supplier to many of our customers due to our technological and R&D capabilities as well as the long and complex
qualification process required for many of our products. Our core products require close collaboration and, in many
instances, joint development with our customers.
For the years ended December 31, 2011, 2012 and 2013, we shipped approximately 1,058 kt, 1,033 kt and 1,025 kt
of finished products, generated revenues of 3,556 million, 3,610 million and 3,495 million, incurred net losses of 178
million and generated net income of 141 million and 100 million respectively, and generated Adjusted EBITDA of 156
million, 223 million and 280 million, respectively. The financial performance for the year ended December 31, 2013
represented a 1% decrease in shipments, a 3% decrease in revenues and a 26% increase in Adjusted EBITDA from the
prior year. Please see the reconciliation of Adjusted EBITDA in "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Covenant Compliance and Financial Ratios."
Our Operating Segments
Our business is organized into three operating segments: (i) Aerospace & Transportation ("A&T"), (ii) Packaging &
Automotive Rolled Products ("P&ARP"), and (iii) Automotive Structures & Industry ("AS&I").
1


The following charts present our revenues by operating segment and geography for the year ended December 31,
2013:
1
Revenue by geographic zone is based on the destination of the shipment.
Aerospace & Transportation Operating Segment
Our Aerospace & Transportation operating segment has market leadership positions in technologically advanced
aluminum and specialty materials products with wide applications across the global aerospace, defense, transportation,
and industrial sectors. We offer a wide range of products including plate, sheet, extrusions and precision casting products
which allows us to offer tailored solutions to our customers. We seek to differentiate our products and act as a key partner
to our customers through our broad product range, advanced R&D capabilities, extensive recycling capabilities and
portfolio of plants with an extensive range of capabilities across Europe and North America. In order to reinforce the
competitiveness of our metal solutions, we design our processes and alloys with a view to optimizing our customers'
operations and costs. This includes offering services such as customizing alloys to our customers' processing
requirements, processing short lead time orders and providing vendor managed inventories or tolling arrangements. The
Aerospace & Transportation operating segment accounted for 34% of our revenues and 45% of Management Adjusted
EBITDA for the year ended December 31, 2013.
Eight of our manufacturing facilities produce products that are sold via our Aerospace & Transportation operating
segment. Our aerospace plate manufacturing facilities in Ravenswood (West Virginia, United States), Issoire (France) and
Sierre (Switzerland) offer the full spectrum of plate required by the aerospace industries (alloys, temper, dimensions, pre-
machined) and have unique capabilities such as producing some wide and very high gauge plates required for some
aerospace programs (civil and commercial).
Downstream aluminum products for the aerospace market require relatively high levels of R&D investment and
advanced technological capabilities, and therefore tend to command higher margins compared to more commoditized
products. We work in close collaboration with our customers to develop highly engineered solutions to fulfill their specific
requirements. For example, we developed AIRWARE®, a lightweight specialty aluminum-lithium alloy for our aerospace
customers to address increasing demand for lighter and more environmentally sound aircraft; it combines optimized
density, corrosion resistance and strength in order to achieve up to 25% weight reduction compared to other aluminum
products and significantly higher corrosion and fatigue resistance than equivalent composite products. In addition, unlike
composite products, any scrap produced in the AIRWARE® manufacturing process can be fully recycled, which reduces
production costs. We are the first company to commercialize and produce AIRWARE®, on an industrial scale, and the
material is currently being used on a number of major aircraft models, including the newest Airbus A350 XWB aircraft, the
fuselage of Bombardier's single-aisle twinjet C-Series short-haul planes, the Airbus A380 and the Boeing 787 Dreamliner.
We recently announced plans to significantly increase the industrial capacity of our Issoire, France plant to meet
accelerating demand for our AIRWARE® technology through ramped-up production at two new state-of-the-art
casthouses. Our customer base includes Airbus, Boeing, Embraer, Dassault, Bombardier and Lockheed Martin.
On November 21, 2013, we announced that we have been awarded a multi-year agreement with Boeing to support
all of Boeing's leading commercial airplane programs. With this agreement, we will increase both the scope and range of
products we supply. Under the new agreement, we will supply Boeing aluminum products for airframes utilizing our
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