’: I would now like to turn the conference over to Paul Blalock. Please go ahead.

Thank you, operator. Good day everyone. Welcome to Constellium’s fourth-quarter and full year 2015 earnings call. On the call today is our Chief Executive Officer, Pierre Vareille; our Chief Financial Officer, Didier Fontaine, and the presentation, at the end we’ll have a Q&A session. ’: For a summary of specific risk factors that could cause results to differ materially from those expressed in the forward-looking statement, please refer to the factors presented under the heading Risk Factors in our annual report on Form 20-F. All information in this presentation is as of the date of the presentation, and we take 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. In addition, today’s presentation includes information regarding certain non-GAAP financial measures. Please see the reconciliations of non-GAAP financial measures attached in today’s slide presentation which supplement our IFRS disclosures. I would now like to hand the call over to Pierre Vareille, our Chief Executive Officer.

€: €: €: €: €: €: €: €: €: €: At Neuf-Brisach in France, we continue to have excellent operational performance. The PARP investments in Body-in-White projects are proceeding according to schedule in both Neuf-Brisach, France and in Bowling Green, Kentucky and are expected to begin prequalification production in the middle of this year and ramp-up through 2017. Turning now to slide number seven, the A&T segment continues to have solid demand with aerospace volume now comprising 50% of segment shipments in 2015, up from 45% in 2014. Total segment shipments were 231 kts in 2015, down 3% from last year with aerospace shipments growing 8% to 116 kt and transportation shipments declining 11% to 115 kt, which reflects our strategic focus on high-value products. Our recovery plans in aerospace are proceeding well. And we have improved our personnel efficiency and product mix which led to a strong recovery in EBITDA and EBITDA per ton. In particular, our Ravenswood facility produced record EBITDA in 2015. Moreover, the new pusher furnace comes on line by the end of the year, as previously announced. Lastly, we expect a continuous focus on high value aerospace products which we are well-positioned to provide. We have invested in unique capabilities, and these investments are paying off. Turning to slide eight and the AS&I segment, shipments increased 2% for the year to 212 kt with automotive extrusions up to 97 kt. Automotive extruded products shipments represent 46% of the segment as compared with 42% in 2014 as customer demand for our automotive applications is steadily growing. AS&I had a record year in adjusted EBITDA and adjusted EBITDA per ton, which is mainly attributable to the automotive structures business, particularly in North America. As such, we recently announced the construction of a new facility in Bartow County, Georgia for $20 million investment to expand our capacity for automotive extruded products. We also announced last year a multiyear expansion in our Decin facility in the Czech Republic, which is on track, as planned. As automakers continue their relentless march to light weight vehicles to meet regulatory requirements, there is an unprecedented amount of new business expected to come to market in the future, and we continue to look at additional expansion opportunities. I will now hand it over to Didier to further discuss our financial results.

Thank you, Pierre. And welcome everyone. €: On slide 11, you can see our Q4 2015 adjusted-EBITDA bridge as compared with Q4 2014. Overall, we improved adjusted EBITDA by €25 million to reach €76 million with PARP improving by €15 million, A&T improving by €8 million, and the AS&I segment improving by €2 million; holdings and corporate effectively are no change on a quarterly basis. On slide 12, next slide, you can see our segment performance for 2015 as compared with 2014. Starting with PARP, adjusted EBITDA increased by €65 million or 55% to reach €183 million. However, adjusted EBITDA per ton decreased by 7% to €176 per ton, primarily due to a greater proportion of can stock versus last year. In A&T, adjusted EBITDA improved €12 million or 14% to €103 million and adjusted EBITDA per ton improved 17% to €445. This recovery in A&T is very significant and in our view, represents substantial progress in the restoration of one of the Constellium’s three pillars of profitability. In AS&I, the adjusted EBITDA increased €7 million or 11% to record €80 million and adjusted EBITDA per ton improved 8% to reach €380 per ton. On next slide, slide 13, you can see our Q4 segment performance for 2015 as compared with Q4 2014. Starting with PARP, adjusted EBITDA increased 58% to €37 million. However, adjusted EBITDA per ton decreased by 6% to €150 per ton, again due to the greater proportion of can stock. In A&T, adjusted EBITDA improved €8 million to €26 million, up 55% and adjusted EBITDA per ton improved 68% to €509, which is the result of the greater proportion of high value aerospace products in Q4 2015. In AS&I, the Q4 adjusted EBITDA increased €2 million or 14% to reach €18 million and the adjusted EBITDA…

Thank you, Didier. Turning to Slide number 17, last quarter, we announced a strategic review of the cash flow impact of expansions planned at Muscle Shoals. Since that time, we have had an intense pace of activity with many current and potential stakeholders. What we learned from our investors was a desire for us to reduce leverage, increase liquidity, and to derisk our ambitions, plans to become a major provider of Body-in-White products in North America. Consequently, we undertook the present steps to reduce our leverage and enhanced our year-end liquidity by more than €150 million. In addition, we announced today that we expect to launch a secured corporate bond offering of around $400 million, which will be net average neutral at the close of transaction, and provide a further safety cushion by adding cash to the balance sheet and creating greater flexibility. In order to address the derisking issue, we have further reduced the total project cost and expanded the joint venture with UACJ to include two previously announced finishing lines. To JV, we have a total of three finishing lines in North America. This reduction in CapEx takes the total cost of Constellium down to approximately $340 million. Turning to slide number 18, our strategic review analyzed numerous options, and we have concluded that Muscle Shoals, an integral supplier of Body-in-White substrate, it will contribute 51% of the substrates required for the expanded joint venture with our Japanese partner UACJ. In addition, last week, we preannounced a €400 million asset impairment charge, driven by the lower performance of the can business in North America. This reduced capital investment plan lowers the required capital to complete the upstream portion of our North America Body-in-White investment by $110 million and is now expected to require around $170 million. A proportionate…

[Operator Instructions] The first question comes from David Olkovetsky at CQS.

My first question relates to the incremental spend, at what I believe to be Muscle Shoals. You mentioned that you think that you can split the assets between Constellium and Wise Alloys balance sheets. So, I’m wondering how you plan to split the cash flows between the hot mill and the rolling facility; obviously it has to be on an arm’s length basis. So, is there a public market comp that we can look at? I assume that it wouldn’t make sense to have the margin be in line with can margins but rather something a bit higher because it’s Body-in-White, presumably. Can you just talk to that a little bit?

So, we are working on the transfer pricing agreement with the joint venture with our Japanese colleague, and it’s going to be on an arm length basis between the Muscle Shoals and the JV.

And then you also mentioned that you are no longer providing guidance for Wise, so two quick CapEx questions. One is, is maintenance CapEx still in the sort of $30 million range? And if so, are we still looking for something in the $90 million to $100 million range at Wise, based on the improvement of $20 million, as a result of approximately $20 million as a result of procurement, $20 million to $25 million from mix?

As we said, we can’t give any guidance anymore for Wise, as I said in August and November, if you remember well, just because we have one unique segment which is PARP as required by the rules. So having said that, if you look at Wise going forward, you must take into account the fact that we have transferred wide roof coil from Muscle Shoals to Ravenswood, as you know. And barring that. And as last time we talked about Wise, we should not be far from what we have said before.

And then my final question, can you just talk a little bit about the renewal of the Airbus contract, please?

We signed the contract for five years, which is expected to end by the end of this year. And so, we are in final negotiation with Airbus to renegotiate the contract. Of course, it’s too early to say. We are very excited about the new contract. We have tried with this new contract in connection with Airbus to look at highest value parts in order to, I would say maximize the capacity, which we have to maximize the benefit of the customer, and our benefit. And we expect to give news to market pretty soon now.

The next question is from Jeff Cramer, Morgan Stanley.

Hi. Thanks for taking the question and I appreciate the additional details on Wise. I guess just to be clear on what’s being invested where and on which projects for the CapEx, the 340 million. So, of that from 2015 to 2021, I calculated €416 million, I realize not all that for Body-in-White, but is the -- there is a CALP line going in at Muscle Shoals, plus an expansion of the hot end; are those the two big projects there?

’:

As regard to CapEx, and the $340 million can be split in half on the substrate on the upstream portion and half on the downstream portion. The rest at Wise [ph] will be sustaining in asset integrity.

So, the CapEx being spent at Wise though aside from maintenance CapEx, what is that being invested in?

In the capacity to provide substrate to the JV.

Got it. How much will that total?

$170 million.

I’m sorry, I guess in KT capacity in tons?

Around 190,000 tons.

Got it.

Yes. You have to take into account the yield. So, we will -- at the end, we’ll have 150 -- we’ll have three lines of 300 kt sharing two with our partners, which means 150 kt of finished products. And in order to produce 150 kt with the yield of approximately 80%, you have to have 190 kt of substrate.

So, is the 190 then that will be fully dedicated to Body-in-White, and is any of the existing capacity going to be directed to Body-in-White?

Most of it is incremental capacity.

Got it. Yes?

In other words, we don’t decrease our prospects for the product can stock.

So, this is all added then to the existing can business?

Yes, to 10 kt, more or less 10 kiloton. Yes.

And just with the uncertainty…

And obviously the -- just to answer to previous question or to complete the first questions, when we say that the substrate are sold at arm length, arm length price for the substrate is different from the price of the can, as everybody can imagine. For the time being, all the business, if you take the business for Body-in-White, which we have taken, we are slightly above what we had in mind when we launched the program, as far as EBITDA is concerned.

And just given some of the uncertainty around Wise over the last few months and going through the year-end process on negotiations with customers, does that impact the renewals or contracts or anything around pricing on the can sheet business?

’:

I thought there was one contract last year that was a one-year term that had to be renewed, no?

This was board contract; it has not been renewed.

So, is that -- I guess you have open capacity then for 2016?

Yes. We have.

Okay. And then last question, and I’ll get back in the queue, around the ADL. I know you were looking to renegotiate that or possibly remove the guarantee, would the new bond offering or otherwise, is that expected to remain in place, the existing ADL and the guarantee from Constellium?

’:

The next question is from Matt Murphy, UBS.

Hi. I had a question on the P&ARP where EBITDA per ton is down a bit year-over-year, but you mentioned automotive volumes are up 21% year-over-year. Just wondering if you can talk about your expectations on when we might see some margin uplift from the growing auto. And is there any sort of reason to think conversion margins for auto rolled products should lift from current levels as you ramp up those volumes?

Yes, exactly. You are perfectly right. In Europe, we are launching our new line also in one month from now. By the way, I mean that the execution of the two programs which we had are going according to plan, I mean in Bowling Green and in Muscle Shoals -- sorry, in Neuf-Brisach, France. And as it ramp ups, we will have a much better EBITDA per ton, since as you know, the EBITDA per ton of Body-in-White has nothing to do with the EBITDA per ton of can stock, and of course we have already made progress.

So that’s a 2016, but we should see the impact starting this year?

No, marginally this year. We are starting, as we have already explained, you stop the line, so which by the way takes some time. We have launched these lines two years ago. So, you stop them, then you qualify them with the customers, which mean that you have to go through a qualification process and then you start production. So, in other words, it should take the two lines which we have in Bowling Green and in Neuf-Brisach; the impact on the EBITDA in 2016 will be very minor. The impact in 2017 will of course be much higher since the plant will -- the two facilities will ramp up very significantly in 2017.

And then, on the A&T side of things, I think some of your commentary last year was expecting a step up in ‘16 over ‘15 and I guess ‘15 didn’t end up being as bad as initially feared. So, any comments you can make around sort of directionally what you expect for A&T EBITDA year-over-year?

I think that A&T outperformed our expectation in 2015, essentially due to premiums from FX impact, but as well as a very good mix at Ravenswood with some proprietary alloys that enable us to increase our aerospace sales. So, we think we have reached in advance the recovery we were anticipating. And for the time being in 2016, we expect a marginal improvement.

If you look at the figures, what we are trying to do and something which I started to say in 2013, we are switching progressively the volumes from transportation to aerospace, if I want to be a little [indiscernible] meaning that we are transferring tons at lower EBITDA per ton to a higher EBITDA per ton. And this trend will continue in the future. That’s what we are discussing with our main partners. We are committing a lot of expense in R&D. We think that we have an edge. We think that there is opportunities to increase the added value of our products in the years to come. But of course, it’s a very progressive trend because we have long-term contracts with most of our customers. So, you cannot be progressive. And as Didier said, we are very satisfied by the recovery of A&T, which is little quicker than what we expected or what we said to the market because we wanted to be prudent.

The next question is from Jorge Beristain at Deutsche Bank.

Hi, guys. I just had a question regarding the proposed setup that you are going to have at Muscle Shoals to supply substrate at arm’s length. Does that in any way preclude you from the possibility of still walking away from that subsidiary? That’s my first question.

’:

And the CapEx dollars that are being put toward Wise right now, are those in any way being ring-fenced as directly being owned by Constellium, or is it -- or the dollars being invested effectively being transferred into the Wise subsidiary?

Both. There is some assets that are upgrade or improvement that are linked to Wise activity that are part of Wise balance sheet; and for others, new assets, clearly there is a duration where it’s supported by Constellium.

And could you provide us any update on Body-in-White contracts, if you won any new business? We understand that your first CALP line is sold out but your second one was last we heard 50% contracted. What ratio of contraction there now?

No. The second CALP line, I don’t think we said 50% because it’s not the case. We are currently negotiating quite substantial possibilities for the second and even the third CALP line as we speak, but it’s too early to say. Let’s say that as we -- as I said a few minutes earlier, the market is still very, very strong, and very promising, both in Europe, in the U.S. And our line in Neuf-Brisach in France is also -- will not ramp up as quickly as the customers would like us to ramp up. So, in other words -- sorry to make a long answer to your question, but the second line, which is due to open by 2018 is not committed -- it’s less committed than 50% at this stage.

The next question is from David Deterding at Wells Fargo.

Yes, thanks for taking my question. Just trying to get an understanding of slide 18; you said that Muscle Shoals is a strategic asset and you keep talking about transfer pricing, arm length transactions. We’ve got a fairness opinion to move intercompany trailer coil roof business. I mean are we trying to keep these two businesses separate or I am missing something?

First, there is third parties in Muscle Shoals which are the client bondholders that are recycling on the assets of Muscle Shoals. So, everything that we do are to be in total fairness with the business. That’s the reason why we are taking all the measures to ensure that this is done in adequate way.

And it looks like you guys wrote the asset down about €400 million at Muscle Shoals. How did you go about coming to the $400 million number, because it seems like it’s basically the equity you guys put in the asset?

Yes, that’s -- but I think it’s very simple; we build up a business plan for the 10 or 15 years to come, discounted free cash flow and we arrive at a value which was different from the value of the asset that we have in our books, on the can business only; and we took the write-off or the impairment on the can portion of the asset.

And then your partner UACJ is expanding their Logan mill; it’s been called 20% to 30% which is calculated somewhere between 110 and 150 kt of capacity. And you mentioned that on the first and second line you guys are creating flexibility or exploring all alternatives. Could you theoretically, between Europe and signing something with UACJ, supply Europe piece of a substrate without Muscle Shoals?

Not all of it or we’d have to invest further in Europe to achieve that. As we speak right now, with the footprint which we have and that UACJ has, we need Muscle Shoals to supply the part of the substrate.

And then just a last one from me. It looks like net working capital was kind of a big source of cash for the year. Is that really -- can you just kind of talk to us about -- I know at Wise, historically the revolver balance got high year-end? Is this have anything to do with the receivables facility down there or can you kind of give us what the Wise revolver balance was at year-end?

I think on the cash side, I think the strong improvement from a cash generation standpoint, came from the sales -- non-recourse of the receivables, both at Wise and [indiscernible]. We did a total of €335 million in excess to what we did in 2014 and that explained the reduction of the account receivables that you have considered.

As far as the revolver balances, maybe at corporate and at Muscle Shoals?

I didn’t get your question. Sorry about that.

Sorry. The different revolver balances you had, can you break those down by the different revolvers you have?

Yes. So, we have at Wise, we have €145 million of balance sheet factoring and ABL at Wise €23 million and €143 million drawn; so, available €23 million, drawn €103 million.

The next question is from Evan Kurtz, Morgan Stanley.

€:

Actually, as we presented PARP, the packaging business, improved by €65 million, but Wise at the same time contributed by €68 million. So, year-over-year ,we lost €3 million. This is the consequence of three items. Number one, we have lower canceled business that was contracted as such renew it and it’s not the case in 2016 because we have new contracts. The second portion was the full stock and the [indiscernible] business, German facility. We mentioned the first stock was a difficult market that went down. It was partially offset by increased volume in automotive business, which came up with equity of EBITDA by ton. So, we lost can body, we lost on the full stall, but that was offset by automotive business, to make it simple.

The next question is from David Gagliano at BMO Capital Markets.

’:

No, for the time being, we are playing the Muscle Shoals card.

Okay.

And again -- Go ahead.

My follow-up just tied to that is what should we be looking for in terms of when you say you are playing the Muscle Shoals card, what exactly does that mean, if you could explain that a little further?

We think that with the partnership which we have concluded with UACJ, we have derisked the Body-in-White story; we have also changed the competitive landscape because obviously we will have more proximity to the Japanese transplants, which are so important in the U.S. So, we are continuing the plan, which we have presented in October of 2014. But s we said before, we think we have derisked this plan by all the measures which we have taken.

And then just a couple more, just one of the questions earlier, I got a little confused on the -- the Body-in-White capacity by 2019, how much -- can you just give me a sense, how much Body-in-White capacity will Constellium now control in North America in 2019 or have the ability to produce I guess?

In 2019, we will have the two lines which will be fully ramped up, which means the line in the Bowling Green which we are starting now, and the new line which is starting in 2018. So, it’s 100 plus 100, each line, 200, so it will be 200 kt, and we share that with our partner. Then, in 2020, we have a third line which will bring us to 300 kt and the 100 kt, which we divide by 2, it gives 150 kt.

And how much of that is actually committed at this point under contract?

As I said before, the first line is fully committed. The second line is not committed yet. But again, we are talking about the ramping up in 2018.

Okay. Got it. And then just…

To be frank with you, our concern right now is to be on time in the execution of the program, not in getting orders.

And then, just the last question, clarification again. The A&T margins per ton, is that expected to expand or contract from here; it’s expected -- is that expected to expand or contract?

That’s our goal to expand it. As we said, we progressively -- as we renew our contracts, we are trying to have more aerospace, less transportation. And when we go to aerospace, we are looking at having more -- technically more advanced products where all our patents, our technical capabilities give us a niche. So, which means that in 2016 probably the EBITDA per ton will be -- as Didier said, he said the EBITDA would be a little better for a bit but EBITDA per ton could be better but slightly. In 2017, the trend will hopefully accelerate, particularly with contracts which we are currently negotiating.

The next question is from Matthew Fields of Bank of America Merrill Lynch.

I guess you said that this is the culmination of your review of alternatives and there is no more. And then for the U.S. investors playing the Muscle Shoals card means you are sticking with the asset, as a sort of vital part of your organization; is that what that means?

It means that at this stage where we stand with the Body-in-White strategy which we have and all the measures which we have taken, mean that again we are sticking to this asset, to take your word. But obviously, if the things don’t go well, we will review that; we still have optionality.

And can you tell me about this process a little bit; your review of alternatives; did you get any offers to buy the asset?

I will not comment on this. As I said on the 5th of November, we had more than 10 options. We have been looking at all the options. And we have been trying to construct on the option which I thought was the best for the long-term value of the Company.

’:

’:

Why cancel an unsecured revolver?

Because actually, this is the revolver which is difficult to draw upon, so there is some shrinking covenants on it, and you know this is kind of flat without money. So, when you draw on that, the banks naturally are not very happy about it. So, we don’t consider this as being a true liquidity as said or expectation.

Okay.

It seems when we look at what is happening to the metals and mining industry, the investors are looking at the liquidly, as being the prime driver for the strategy going forward. So, as we said, we are creating a very ample cushion, so tranquilize the investors. That is the purpose of this bond, primarily. We don’t want to discuss it at all the calls and every time we meet with investors. So, we want to take the issue off the table once and for all.

Fair enough. So, you previously guided for Wise volumes in 2016 of 420 kt; is that still in the ballpark?

We have taken out the write-off trader. The figures will be more or less in line with that. But again, I should not say it, because I cannot say it.

a:

I don’t think we have a adversarial relationship. I think that bonds traded reasonably well compared to the rest of the market. I think that we are coming with secured bond, secured on European assets and part of the U.S. assets will give ample comfort to the investors on putting the money in that bond.

The next question is from Jennifer Haidu at UBS.

’:

’:

And then in terms of the ABL that was no comment on whether that will be cancelled or remain outstanding?

’:

The next question is from Matthew Robbins, BNP Paribas.

Firstly, I wanted to ask about the working capital. Is that level of working capital sustainable going forward? Clearly, you were very aggressive [indiscernible].

I think we have always targeted to have a strict working capital valuation as close as possible to zero, so to be able to absorb the growth. So, this is a business model we want to stick to. It’s not easy, but that’s the business model we want to stick to.

And if you remember, in October 2014, when we acquired Wise, we said that we thought that there was a lot -- much opportunity on the working capital and particularly, on the inventory. And we have only tackled some of it.

And the things you may do about the asset-wide facility wouldn’t affect the receivables position in anyway?

No.

Secondly, can you talk about how – I am not quite sure I understand how you’ve managed to reduce the upstream investments by 112 million?

It’s a combination of many efforts. We have looked at all the investments once all the CapEx, because I think it’s something which I am trying to explain which is when we say that a line is 170 million, a line is 20 different equipment. You have furnaces, you have non-destructive testing, you have coating facilities. You can imagine that. So, we have looked against the whole list. We have discovered that some of the Wise assets could cover that. And so we have reduced the investment. We have a process where we have, what we call -- sorry, we have a process -- there is a lot of background noise. So, there is a process where we have what we call front-end loading one, two and three, which is a process when we study the investment, we converge. And by doing this process, we have been converging to a lower price, which is always what happens when you have this process. And when you have fast FEL 3, front end loading 3, you just have to push the button and then you have -- and to place the orders, and then you have quasi certainty, not quasi, but close to quasi certainty of continuing the cost where you are.

And then just my last question would be how long would you expect it to be before you start getting a cash return out of the joint venture that you can dividend back to Constellium?

I think we need to wait for the Company to run at full capacity, so it is a 2019, 2020 return. During the ramp-up phase, you still have substrate issues and I said to be patient fully, but you don’t have the full sales.

Our last question comes from Robert Fawn at Citigroup.

i:

On the €94 million that’s not Muscle Shoals, you have one-third of that which is going to be sustaining CapEx, one-third of that which is going to be asset liquidity, and one-third of that which is going to be related to what we call transform project, the Body-in-White upstream capacity.

So, should I interpret that the two-third is inside the Wise bondholder group, and one-third is inside the Constellium bondholder Group?

That’s not totally -- that’s reasonably correct. Yes.

Okay. That’s fine. And then, I understand, I mean obviously the play the Muscle Shoals card for now. Is there a limit to the cash that is going to go -- that could flow from Constellium twice, i.e., at what point do you -- if performance isn’t what you’d expected, say enough is enough, and is there -- this $100 million -- is there more, is there a finite limit that you are willing to share with investors as to how much is going to go from one box to the other?

The first part of the bond will be used to prefund the Wise CapEx to give us time and time twice to invest and make sure from an operating standpoint, they are improving. And this is for $100 million. Then after, clearly, we are looking at Wise being able to fund its own sustaining CapEx and pay the high financial cost.

’:

’: €:

I mean just for context, obviously I think the market is a bit confused around the attention and looking at the European Constellium bonds today, there are off seven points. So, I think if you are coming with a new secured issue out of the Constellium entity, some clarity around what the level of commitment to Wise from here is really going to help that? And I think without that clarity it’s -- the uncertainty is unfortunately comes at a cost.

’:

And can you also confirm the proceeds from the bond in no way, shape, or form would be to refinance the ABL at Wise?

That’s no comment on this one.

Okay. Thanks for your time.

This concludes our question-and-answer session. And the conference is also now concluded. Thank you for attending today’s presentation. You may now disconnect.