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 June 2014
Commission File Number: 001-35931
Constellium N.V.
(Translation of registrants 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 x 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 x
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 x
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Executives of Constellium N.V. (the Company) presented an overview of the Companys automotive operations and strategy on June 23, 2014 as part of its Analyst Field Trip Conference in Singen, Germany. The presentation slides are posted on the Companys website and are attached and incorporated herein by reference as Exhibit 99.1.
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Presentation slides for Constellium N.V.s Analyst Field Trip Conference in Singen, Germany, dated June 23, 2014. |
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) | ||||||
June 23, 2014 | By: | /s/ Didier Fontaine | ||||
Name: | Didier Fontaine | |||||
Title: | Chief Financial Officer |
Exhibit 99.1
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Exhibit 99.1
ANALYST FIELD TRIP
June 23-24
GERMANY
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Introduction
Paul BLALOCK
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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 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. These risks and uncertainties include, but are not limited to, those set forth under the heading Risk Factors in our Annual Report on Form 20-F, and described from time to time in subsequent reports, filed with the U.S. Securities and Exchange Commission, and include risks relating to the finalization of our U.S. Body-in-White joint venture, including the failure to receive required regulatory approvals. 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 publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, expects as required by law.
3
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Non-GAAP measures
This presentation includes information regarding certain non-GAAP financial measures, including, Adjusted EBITDA, Adjusted EBITA per metric ton, Adjusted 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, Adjusted 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.
4
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MANAGEMENT PARTICIPANTS
PIERRE VAREILLE
LAURENT MUSY
PAUL WARTON
CEO of Constellium
Former Chairman and CEO of FCI (global leading manufacturer of connectors), former CEO of Wagon, a UK company listed on the LSE, former member of the executive committee in charge of the aluminium conversion sector at Pechiney, former Chairman and CEO of Rhenalu.
President of P&ARP since 2008
Former General Manager of the Pechiney St-Jean smelter, former CEO of Tomago Aluminium in Australia, and President of Alcan Bauxite & Aluminas Atlantic Operations. He led the worldwide integration of Rio Tinto and Alcan in bauxite and alumina.
President of AS&I since 2009
He has spent 20 years managing aluminium extrusion & fabrication companies across Europe, US & China at British Aluminium, Alcoa & Sapa. Former BU President of Sapa Building Systems & Sapa Profiles North Europe. He has served on the Building Board of the European Aluminium Association (EAA) and was Chairman of the EAA Extruders Division.
5
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AUTOMOTIVE FOCUS
Robust & Global Growth
Pierre VAREILLE Chief Executive Officer
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CONSTELLIUM AT A GLANCE
Aerospace Market Growth Forecast: 8% Aerospace Plates: #1 Worldwide
Automotive Market Growth Forecasts Continue to Increase 40 Year Trend of Greater Use of Aluminium in Automotive Applications
Packaging Market Growth Forecast: 3% Can Body Stock: #1 Europe Closures: #1 Worldwide
2013 Sales by Operating Segment
34% 24% 42%
Automotive Structures & Industry
Packaging & Automotive Rolled Products
Aerospace & Transportation
Total Constellium Sales 2013: €3.5 billion
Total Constellium Adjusted EBITDA 2013: €280 million
A specialty metal fabricator focused on global commercial trends
7
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CONSTELLIUMS AUTOMOTIVE FOCUS ADDS VALUE
Our Focus
Global Aluminium
Rolled 31% Extruded 32% Castings & Forgings 24% Other 13% 66 Mt
Rolled & Extruded
Our Focus
Specialty; 30% Commodity: 70% 42 Mt
Product Segment
Increasing Value
Aero plates & sheets Bright, closures, other specialty Auto Body Sheet & Automotive Structures Brazing sheet Speciality Extrusions GE Plate & Shate Litho sheet Can Body & End Stock 12.5 Mt Increasing Volume
Focused on the high value-add automotive products in our target markets
Constellium Active Constellium Not Active
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UNMATCHED RESEARCH AND DEVELOPMENT RESOURCES
40 Year History in our R&D center in Voreppe, France New research partnership with Brunel University and Jaguar Land Rover
Prototyping & testing
Alloy development Surface treatment & lubrication
Design, forming & simulation
Design & Forming feasibility simulation Formability & mechanical testing Joining and welding
Over 150 Patent Families One of the highest levels of R&D Investment
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INVESTMENT AND CAPITAL SPENDING ROADMAP
Heavy concentration of investments in automotive growth
BiW Europe €200 million 2014 thru 2018
BiW US JV 51% of $150 million1 2014 thru 2018
BiW US $50-100m2 2015 thru 2018
AIRWARE Europe €70 million3 2014 thru 2018
Total Growth Projects €380 million
Existing Operations €145 million annually
Total of €750 million over the next three years
1 Equity investment in Joint Venture
2 Additional investment to be decided
3 Phase II investment previously announced and new Phase III Accelearation
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CONSTELLIUMS AUTOMOTIVE PRODUCTION SPLIT
Rolled P&ARP
Automotive Sheet
(BiW)
Automotive
Market Growth Forecasts
Continue to Increase
Extrusions AS&I
Crash Management Systems (CMS)
Automotive Structures
Our terminology Body-in-White (BiW) could refer to both Rolled
Products like Automotive Body Sheet and Extruded products. In this
Presentation, this term refers only to rolled products
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ALUMINUM CONTINUES TO GROW ITS USE IN AUTOMOTIVE APPLICATIONS CONSTELLIUM IS FOCUSED ON THE FASTEST GROWTH MARKETS
Greatest aluminum opportunity is in auto body sheet and bumpers
Absolute weight savings (kg)
Market penetration
Aluminum Other
Engine and transmission parts
Chassis and suspension parts
Hang-on parts (incl. Auto Body Sheet)
Bumper systems
70
70
40
10
Aluminum has penetrated engines, drivetrains, wheels and hoods and is moving in Autobody Sheets, Extrusions and Crash Management Systems (CMS)
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AUTOMOTIVE APPLICATIONS CONTINUING TO INCREASE ALUMINUM CONSUMPTION
The consumption of aluminum in automotive applications has consistently increased for the last 40 years!
2015 through 2025 will reach an explosive period of new growth in body parts, doors and closures
Global light vehicle aluminum content is projected to increase 2X to 4X per vehicle over the next decade
In North America alone, the demand for aluminum sheet is projected to grow 20X over the next decade (from 200 million pounds in 2013 to nearly 4 billion pounds in 2025)
Research performed by Ducker Worldwide on behalf of the Aluminum Association (U.S.)
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AUTOMOTIVE FOCUS
Laurent MUSY
President, Packaging & Automotive Rolled Products
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DRIVEN BY REGULATION AND OEM GEOGRAPHICAL EXPANSION .
Grains CO2 per kilometer normalized to NEDC
US-3%[1]
US-6%[2]
California
Canada
EU
Japan
China[3]
S. Korea
270
250
230
210
190
170
150
130
110
90
2005
2010
2015
2020
2025
[1] Based on 3% annual fleet GHG emissions reduction between 2017 and 2025 in the September 30th NOI
[2] Based on 6% annual fleet GHG emissions reduction between 2017 and 2025 in the September 30th NOI
[3] Chinas target reflects gasoline fleet scenario. If including other fuel types, the target will be lower
Same product quality everywhere!
Source: Constellium internal analysis
Europe, the US, China, Japan are all setting ambitious CO2 emissions targets within legislation.
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ALUMINIUM FOR AUTOMOTIVE WILL GROW LEVERAGING ON ITS UNIQUE PROPERTIES SHEET BASED SOLUTIONS
Aluminium has an unrivaled position in weight benefit / cost penalty
Material Typical price Potential weight savings vs Steel
UHSS / AHSS steels 0.8 1, 5€/kg 10 20%
Aluminium 3 5€/kg 30 50%
Magnesium 10 20€/kg 40 60%
Carbon Fiber Composites 40 80€/kg 60 70%
An expected six-fold Increase in the Global Autobody Sheet Market
GLOBAL ALUMINIUM AUTOBODY SHEET MARKET FORECAST (kmt)
6x
315
70
230
930
30
500
400
1800
200
1000
600
CAGR 12-20
China (39%)
US (+38%)
Europe(+13%)
2012
2015
2020
Source: Constellium internal analysis 16
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PROCESS FLOW FOR AUTOMOTIVE SHEET
Casting & Recycling
Melting Furnace Holding Furnace & Metal treatment Direct Chill Casting
Hot Rolling
Pre-heat / Homogenizing Reversing Hot Mill Tandem Hot Mill
Cold Rolling
Cold Mill
Shipping
Finishing & Packing
Slitting
Cutting / blanking
Solution Heat Treatment & Conversion
Chemical Conversion Continuous Furnace
Hot Warm Cold
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LEADING INNOVATION FOR FUTURE AUTOMOTIVE PRODUCTS
Pushing the limits of aluminium
High strength for structural parts
Better formability for outers
More crash properties
Higher stiffness
Perfect surface aspects
Providing solutions
Better integration with other materials
Better manufacturing efficiency of OEMs
Closed loop recycling
Customizing our offer
From simulation studies in design phase
To specific alloy & conversion developments
Metallurgy, Corrosion, Surface treatment Expertise
Joining, Welding Expertise
Characterization, Simulation, Prototyping, Design, CAD Tools
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STRONG DIFFERENTIATION WITH A BROAD RANGE OF INNOVATIVE AUTOMOTIVE PRODUCTS TO SERVE OUR CUSTOMERS IN BOTH THE U.S. AND EUROPE
SURFALEX® SURFACE EXCELLENCE
STRONGALEX® STRENGTH
HIGH FORMABILITY FORMALEX®
CRASH SECURALEX®
AESTHETICS
LIGHT WEIGHTING
DESIGN
SAFETY
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CONSTELLIUM IS SIGNIFICANTLY INCREASING ITS AUTOMOTIVE SHEET CAPACITY
Constellium has an optimized alloy portfolio and strong engineering expertise valued by global auto leaders in Automotive Body Sheet
2014 announcement of new BiW €200 million investment in Europe adding 140k metric tons of capacity to our existing facilities in France and Germany
2014 announcement of Joint Venture investment with UACJ in the U.S. (pending regulatory approval) adding 100k metric tons of capacity and entering the U.S. market by 2016. The design of the plant will allow us to expand capacity as needed
Expect to ramp up production beginning in first half of 2016
Key management team selected
Groundbreaking activities scheduled July 2nd
20
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A GLOBAL LEADER IN AUTOMOTIVE SHEET Key Takeaways
Long term lightweighting trend in the global automotive industry driven by regulation
Initial lightweighting allows indirect additional lightweighting and cost saving by OEMs
Cars in the future will be multi-material. Aluminium will be the material of choice for closure parts and gain market share in body structures, especially but not excluding large and premium automobile
Aluminium continues to advance into more auto models and parts per vehicle
Leveraging our world-class R&D and technical capabilities and alloys to partner with OEMs to meet local needs and meet sustainability objectives
Significantly expanding our capacity in BiW in Europe by 2016
Joint Venture with UACJ in the U.S. building finishing capacity in Bowling Green, Kentucky
Industry capacity will likely drive the pace of meeting strong long term demand
21
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AUTOMOTIVE FOCUS
Paul WARTON
President, Automotive Structures & Industry
|
GLOBAL FOOTPRINT IN AUTOMOTIVE STRUCTURES
North America
Van Buren
Europe
Brunel Dahenfeld Gottmadingen Voreppe
China
Changchun
Producing automotive structures products around the world
Automotive structures account for nearly 30% of the entire AS&I revenue
Engineering R&D Plants
23
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ALUMINIUM FOR AUTOMOTIVE WILL GROW LEVERAGING ON ITS UNIQUE PROPERTIES EXTRUSION BASED SOLUTIONS
Aluminum Body Structure market (k tons)
300 250 200 150 100 50 0
2012 2015 2020 2025
29 42 72 115
14 32 45 125
NA
Europe
Aluminum CMS market (M units)
30 25 20 15 10 5 0
2010 2015 2020
8 11 13,5
2 3 3.5 6 5 7.5
China
Europe
Weight per car Design intensity Simulation capability Manufacturing complexity
Body Structures 10 to 70kg BTP + 3D bending, Machining
CMS / SIB 5 to 10kg ++ ++ 2D bending, machining, riveting, welding
Chassis 10 to 50kg + ++++ 3D Bending, full assembling
Source: Automotive Structures CMS Data base (2014)
24
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AUTOMOTIVE STRUCTURES VALUE CHAIN
Unique position on the market with the full mastering of the value chain
Casting Process Alloying elements Al (ingots or recycling) Melt furnace Billet casting Homogenization furnace
Extrusion Process Final Product Manufacturing Process Forming Welding
26
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AUTOMOTIVE STRUCTURES CAPABILITIES
Best in Class Engineering for Automotive Structures
Design Catia V5 Siemens NX Keytech Numerical simulation Abaqus LS-Dyna, LS-Opt PamCrash Radioss Cluster licences allowing full car structural analysis
Prototyping Internal production of prototypes (over 1000 CMS per year) Quality management of relevant characteristics (3D geometry, mechanical characteristics)
Testing Static test bench for crush Static test bench for towing High-speed/Low-speed drop tower testing (capacity 27,000 J, 25 km/h)for dynamic analysis Partnership with labs for full scale trials
Core competency: Developed products based on functional specifications
27
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CMS DESIGN: EXTRUSION INTENSIVE SOLUTIONS
Requirements, objectives, innovation strategy
Virtual design and simulation Component crash & correlation Full vehicle crash & correlation
To be continued
CMS System Active CMS Semiactive / 100% active systems
Crashbox System Crashbox innovation Low & Highspeed
Beam System Springback beam (pedestrian optimised 2nd loadpath beam
CMS Beam With integrated pedestrian protection system (SMIF)
Pedestrian System Pedestrian protection honeycomb
28
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LIGHTWEIGHT STRATEGY: EXTRUSION INTENSIVE SOLUTIONS
Ultra High Strength 6xxx Alloys >400MPa Rm
RCAR Bumper Test Intrusion vs. YS
54 52 50 48 46 44 42 40
6082 F40
400 350 300 250 200 150 100 50 0
52,1 320 370 44,8
Material YS[Mpa] Intrusion
Material YS [MPa] Intrusion [mm] Mass [kg]
6082 320 52,1 5,00
F40 370 44,8 4,25
Result -14,0% -15,0%
High strength alloy HSA6 vs. AA6082
Intrusion optimisation of14,00%
or Mass optimisation of 15,00%
29
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CONSTELLIUNMS EXTRUSION BASED INNOVATIONS FOR CASH MANAGEMENT SYSTEMS
Re-designed alloys associated with new designs
In house design capacity to deliver our automotive customers innovative crash management systems
Integrated and safer systems: bumper beam, crash box and pedestrian protection
Re-designed C28 alloy solution for broadened and competitive manufacturing capabilities
Associates high strength and excellent folding behavior to absorb more energy while saving between 2kg to 3kg in a strategically important area in the front of the car
Integrated bumper beam & crash boxes system to absorb energy in case of an accident
Best Crash index of 18 (Average:15) where same strength products gave an initial best crash index of 12 (Average:9)
System to minimize pedestrian damage in a case of an accident
Microstructurally Engineered 6xxx with YS>280MPa
C28 solution: from a 1 fold only to fully crushable performance with high resistance
30
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ENGINEERED AUTOMOTIVE ALLOYS & PRODUCTS: EXTRUSION INTENSIVE SOLUTIONS
Re-Thinking Alloy Design And Manufacturing Process
Define targets (Strength, crush, corrosion resistance, etc), alloy content and process conditions
Small scale and quick prototyping: cast, extrude and test a full range of potential alloys Gather knowledge for future development and select only few best candidates
Full size prototyping and process design
Final transfer to plants
366MP
In house Voreppe Research Centre & External Network
In house models to anticipate extrusion process conditions
Lab scale DC caster & 5MN press
Full scale DC caster & automated press line, all necessary side equipment (*)
(*) In partnership with Brunel University and Jaguar Land Rover starting Q4 2014
31
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CONSTELLIUM IS INCREASING ITS EXTRUSION BASED AUTOMOTIVE CAPACITY
Finishing capacity across 3 continents (China, U.S. and Europe)
Strong long term customer relationships with leading OEMs
Development partner to certain OEMs in producing and manufacturing the designed solutions
2013 Automotive Extrusion production of 70kmt
Adding 10,000 metric ton expansion in Decin, Czech Republic
32
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AUTOMOTIVE STRUCTURES OPPORTUNITY KEY TAKEAWAYS
Long term high growth opportunities in Auto Body Structures, Crash Management Systems and Chassis from global OEMs
Unique global footprint with plants in Asia, Europe and the U.S.
Strong competencies in high strength alloys designed to meet customer needs
A very compelling Automotive Structures Business Model
Constellium
33
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Conclusion
Pierre VAREILLE
|
CONSTELLIUMS AUTOMOTIVE FOCUS WILL DRIVE A DECADE OF LONG TERM GROWTH KEY TAKEWAYS
Long term relationships with global blue chip automotive customers
Unmatched portfolio of alloys along with technical research and capabilities
Global manufacturing footprint
Strong sustainability and recycling capabilities
Project economics accretive to segment financials
Targeting high growth projects in automotive applications
Constellium is uniquely positioned to be a top global supplier of automotive products
35
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Questions & Answers
|
ANALYST
FIELD TRIP
June 23-24 GERMANY
|
Appendix
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IFRS INCOME STATEMENT
€ millions
Three Months ended March 31, 2014
Three Months ended March 31, 2013
Revenue 883 911
Income from operations 56 29
Other expenses (1)
Finance costs- net (9) (25)
Income before income taxes 46 4
Income tax expense (16) (6)
Net Income/(loss) 30 (2)
41
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IFRS STATEMENT OF FINANCIAL POSITION
€ millions
March 31, 2014 December 31, 2013
Non-current assets 686 674
Current assets 1,106 1,069
Assets held for sale 21 21
Total Assets 1,813 1,764
Equity 45 36
Non-current liabilities 975,970
Current liabilities 783 749
Liabilities held for sale 10 9
Total Liabilities 1,813 1,764
42
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NET DEBT RECONCILIATION
€ millions
March 31, 2014 December 31, 2013
Borrowings 348 348 Fair value of cross currency interest swap 21 26
Cash and cash equivalents (179) (233)
Cash pledged for issuance of guarantees (9) (9)
Net Debt 181 132
43
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ADJUSTED FREE CASH FLOW RECONCILIATION
€ millions
Three Months ended March 31, 2014
Three Months ended March 31, 2013
Cash flow from operating activities (4) (47)
Margin calls included in cash flow from operating activities (11) -
Cash flow from operating activities excluding margin calls (15) (47)
Capital expenditure (33) (23)
Adjusted Free Cash Flow (48) (70)
44
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ADJUSTED EBITDA RECONCILIATION
€ millions Q1 2014 Q1 2013
Net income / (loss)30 (2)
Income tax expense 16 6
Income before income tax 46 4
Finance costs - net 9 25
Other expenses / share of results of joint-ventures 1-
Income from operations 56 29
Depreciation and impairment 9 4
Unrealized losses/(gains) from remeasurement of monetary assets and liabilities 2 (2)
Unrealized losses on derivatives 1 34
Restructuring costs3 2
Start-up and development costs 3 -
Gain on Ravenswood OPEB plan amendment (8) -
Metal lag 2 2
Other 3 4
Adjusted EBITDA 71 73
45
|
ANALYST
FIELD TRIP
June 23-24 GERMANY
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