Remelt ingot, which is traded on the LME, may become subject to supply risk created by supply and demand anomalies associated with speculative financing transactions. In a period of rapidly rising demand, restrictions on access to metal that is stored in LME warehouses or restrained in financing transactions could create shortages in the spot market which could interfere with supplies to our facilities and limit production.

Our operations ~~consume energy~~are energy-intensive and our profitability and cash flows may decline if energy costs were to rise, or if our energy supplies were interrupted.

We consume substantial amounts of energy in our rolling and casting operations. The factors affecting our energy costs and supply reliability tend to be specific to each of our facilities. A number of factors could materially affect our energy position adversely including:

•increases in costs of natural gas;

•increases in costs of supplied ~~electricity or~~electricity;

•increases in fuel oil related to transportation;

•interruptions in energy supply due to equipment failure or other causes; and

•the inability to extend energy supply contracts upon expiration on ~~economical terms; and~~favorable terms.

~~the inability to pass through energy costs in certain sales contracts.~~

~~In addition, global climate change may increase our costs for energy sources, supplies or raw materials. See~~ ~~We may be affected by global climate change or by legal, regulatory or market responses to such change~~. If energy costs were to rise, or if energy supplies or supply arrangements were disrupted, our profitability and cash flows could decline.

Our ~~results~~business and ~~short term liquidity can~~operations, and the operations of our suppliers and customers, may be ~~negatively impacted~~adversely affected by ~~timing differences between~~public health crises, such as the ~~prices~~recent COVID-19 outbreak.

We face risks related to public health crises, including outbreaks of communicable diseases. The outbreak of such a communicable disease could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of many countries. For example, the recent outbreak of the coronavirus (COVID-19) has spread across the globe to many countries in which we ~~pay under purchase contracts~~do business and ~~metal prices~~is impacting worldwide economic activity.

A public health crisis, including the COVID-19 pandemic, poses the risk that we ~~charge~~or our ~~customers.~~

~~Our purchase~~employees, contractors, suppliers, customers and ~~sales contracts~~other business partners may be prevented from conducting business activities for ~~primary~~an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities, or that such crisis may otherwise interrupt or impair business activities. For example, we are experiencing disruption to our global aluminum ~~are based on the LME price plus~~production and supply chain as a ~~regional market premium, which is a surcharge in addition~~result of some of our customers and suppliers temporarily suspending their operations due to the ~~LME price. There are typically timing differences between~~COVID-19 outbreak. In the ~~pricing periods~~fourth quarter of fiscal 2020, we adjusted schedules and temporarily suspended operations at some of our plants in response to governmental orders and reductions in customer demand for ~~purchases~~products we supply to the automotive end-use market. In addition, our previously announced capacity expansions in Guthrie, Kentucky and ~~sales where purchase prices~~Changzhou, China have been delayed due to reductions in near-term demand. We have also experienced difficulties accessing adequate supplies of scrap aluminum in certain locations. Due to the unpredictable nature of the pandemic and resulting macroeconomic impact, these disruptions may continue to adversely impact our business.

Additionally, as a result of the Aleris acquisition, we ~~pay tend~~expect to be fixed and paid earlier than sales prices we charge our customers. This creates a price exposure we call “metal price lag.” We use derivative instruments to manage the timing differences related to LME associated with metal price lag. However, we do not use derivative contracts for local market premiums, as there are not adequate cost effective hedgesderive future revenues from customers in the aerospace end-use market. ~~The timing difference associated with metal price lag~~Due to severe impacts from the global COVID-19 pandemic, demand for air travel has declined dramatically in recent months, resulting in airline capacity reductions. If these reductions are sustained, we may experience a decline in future orders from aerospace customers, which could ~~positively or~~ negatively impact our ~~operating results~~business.

The COVID-19 pandemic and ~~short term liquidity position.~~

A deterioration of our financial condition or a downgrade of our ratings by a credit rating agency could limit our ability or increase our costs to enter into hedging and financing transactions, and our business relationships and financial condition could be adversely affected.

A deterioration of our financial condition or a downgrade of our credit ratings for any reason could increase our borrowing costs and have an adverse effect on our business relationships with customers, suppliers and hedging counterparties. We enter into various forms of hedging activities against currency, interest rate, energy or metal price fluctuations. We also factor and forfeit trade receivables from time to time to manage working capital. Financial strength and credit ratings are important to the availability and terms of these hedging and financing activities. As a result, any deterioration of our financial condition or downgrade of our credit ratings may make it more difficult or costly for us to engage in these activities in the future.

~~Adverse changes in currency exchange rates could negatively affect our financial results or cash flows and the competitiveness of our aluminum rolled products relative to other materials.~~

Our businesses and operations are exposed to the effects of changes in the exchange rates of the U.S. dollar, the Euro, the British pound, the Brazilian real, the Canadian dollar, the Korean won, the Swiss franc and other currencies. We have implemented a hedging policy that attempts to manage currency exchange rate risks to an acceptable level based on management's judgment of the appropriate trade-off between risk, opportunity and cost; however, this hedging policy may not successfully or completely eliminate the effects of currency exchange rate fluctuations whichsimilar health crises could have a material ~~adverse~~ effect on our liquidity. While we have been successful in securing financing in the past, there is uncertainty as to whether sufficient and timely financing will be available to us in the future given the impact of COVID-19 on the financial markets. For example, we may find it difficult or expensive to refinance existing short-term debt we incurred as part of our financing of the Aleris acquisition. In addition, working capital financing, including factoring and other types of supply chain financing, could be modified or canceled by our counterparties at any time.

While it is not possible at this time to estimate the impact that COVID-19 could have on our operations and those of our suppliers and customers, its continued spread, the measures taken by the governments of countries affected, actions taken to protect employees, and the impact of the pandemic on various business activities in affected countries could adversely affect our financial condition, results of operations and cash flows.

We prepare our consolidated financial statements in U.S. dollars, but a portion of our earnings and expenditures are denominated in other currencies, primarily the Euro, the Korean won and the Brazilian real. Changes in exchange rates will result in increases or decreases in our operating results and may also affect the book value of our assets located outside the U.S.

~~Most~~A majority of our facilities are staffed by a unionized workforce, and union disputes and other employee relations issues could materially adversely affect our financial results.

AIn each geographic region where we have operating facilities, a substantial portion of our employees are represented by labor unions under ~~a large number of~~ collective bargaining agreements with varying durations and expiration dates. WeAlthough we have not experienced a strike or work stoppage in recent years, we may not be successful in preventing such an event from occurring in the future at one or more of our manufacturing facilities. In addition, we may not be able to satisfactorily renegotiate our collective bargaining agreements when they expire. ~~In addition, existing collective bargaining agreements may not prevent a strike~~

Any work stoppages or ~~work stoppage at our facilities~~material changes in the ~~future.~~terms of our labor agreements could have an adverse impact on our financial condition.

Loss of our key management and other personnel, or an inability to attract and retain such management and other personnel, could adversely impact our business.

We employ all of our senior executive officers and other highly-skilled key employees on an at-will basis, and their employment can be terminated by us or them at any time, for any reason and without notice, subject, in certain cases, to severance payment obligations. Competition for qualified employees among companies that rely heavily on engineering and technology is intense, and if our highly skilled key employees leave us, we may be unable to promptly attract and retain qualified replacement personnel, which could result in our inability to improve manufacturing operations, conduct research activities successfully, develop marketable products ~~execute expansion projects,~~ and compete effectively for ~~our share of the~~ growth in key markets.

We could be adversely affected by unplanned disruptions ~~of our operations.~~at operating facilities.

~~Breakdown of equipment or other events, including catastrophic events such as war or natural disasters, leading to~~In the past, we have experienced production interruptions at our plants ~~could~~due to the breakdown of equipment, fires, weather events, public health crises, and other causes. As discussed above, we have temporarily suspended operations at some of our plants as a ~~material adverse effect on our financial results and cash flows. Further, because~~result of the COVID-19 outbreak.

We may experience such disruptions in the future due to similar uncontrollable events. Because many of our customers are, to varying degrees, dependent on planned deliveries from our plants, ~~those~~any customers that have to reschedule their own production due to our missed deliveries could pursue claims against us and reduce their future business with us. WeIn addition to facing claims from customers, we may incur costs to correct any of these ~~problems, in addition to facing claims from customers.~~problems. Further, our reputation among actual and potential customers may be harmed, resulting in a loss of business. While we maintain insurance policies covering, among other things, physical damage, business interruptions and product liability, these policies ~~would~~may not cover all of our losses.

Our ~~operations have~~business has been and will continue to be exposed to various economic and political risks associated with our global operations.

Due to the global reach of our business, ~~and other risks, changes in conditions and events beyond our control in countries where~~ we ~~have operations or sell products.~~

We are ~~and will continue to be,~~ subject to financial, political, economic and other business risks in connection with ~~our global operations. We have made investments~~doing business abroad. Operating in diverse geographic regions exposes us to a number of risks and ~~carry on production activities~~uncertainties, such as changes in ~~various emerging markets,~~international trade regulation, including ~~China, Brazil, Korea~~duties and ~~Malaysia, and we market our products in these countries, as well as certain other countries in Asia,~~tariffs; political instability that may disrupt economic activity, including the Middle East and emerging markets in South America. While we anticipate higher growth or attractive production opportunities from these emerging markets, they also present a higher degree of risk than more developed markets. In additionuncertainty related to the ~~business risks inherent in developing~~United Kingdom’s withdrawal from the European Union; and ~~servicing new markets,~~ economic ~~conditions may be more volatile, legal~~ and regulatory systems less developed and predictable, and the possibility of various types of adverse governmental action more pronounced. In addition, inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems could affect our revenues, expensescommercial instability.

Our financial condition and results of ~~operations. Our~~ operations ~~could also be adversely affected by acts of war, terrorism or the threat of any of these events as well as government actions such as controls~~depend significantly on ~~imports, exports and prices, tariffs, new forms of taxation, or changes in fiscal regimes and increased government regulation~~worldwide economic conditions. Future adverse developments in the U.S. economy or in other countries where we do business pose a risk because our customers may postpone purchases in ~~which we operate or service customers. Unexpected or uncontrollable events or circumstances in any of these markets could have a material adverse effect on our~~response to demand reductions, negative financial ~~results~~news and ~~cash flows.~~tighter credit.

We face risks relating to certain joint ventures, subsidiaries and ~~subsidiaries~~assets that we do not entirely control.

Some of our activities are, and will in the future be, conducted through entities that we do not entirely control or wholly-own. These entities include our Alunorf, ~~Germany;~~Germany, Ulsan, Korea and Logan, Kentucky joint ~~ventures, as well as our majority-owned Malaysian subsidiary. Our Malaysian subsidiary is a public company whose shares are listed for trading on the Bursa Malaysia exchange.~~ventures. Under the governing documents ~~agreements or securities laws applicable to, or stock exchange listing rules relative to, certain~~ of these ~~joint ventures~~businesses, we share decision making authority and ~~subsidiaries, our ability to fully~~operational control ~~certain operational matters~~which may ~~be limited. Further,~~result in ~~some cases~~conflicts over management over these businesses. In addition, because we do not ~~have rights to prevent a~~exercise control over the business practices of our joint venture ~~partner from selling its~~partners, we could be subject to reputational damage or other consequences of improper conduct by our joint venture ~~interests~~partners or their inability to ~~a third party.~~

~~Our results of operations, cash flows and liquidity could be adversely affected if we were unable to purchase derivative instruments or if counterparties to our derivative instruments fail to honor~~fulfill their ~~agreements.~~

We use various derivative instruments to manage the risks arising from fluctuations in aluminum prices, exchange rates, energy prices and interest rates. If for any reason we were unable to purchase derivative instruments to manage these risks, our results of operations, cash flows and liquidity could be adversely affected. In addition, we may be exposed to losses in the future if the counterparties to our derivative instruments fail to honor their agreements. In particular, deterioration in the financial condition of our counterparties and any resulting failure to pay amounts owed to us or to perform obligations or services owed to us could have a negative effect on our business and financial condition. Further, if major financial institutions consolidate and are forced to operate under more restrictive capital constraints and regulations, there could be less liquidity in the derivative markets, which could have a negative effect on our ability to hedge and transact with creditworthy counterparties.

~~Derivatives legislation could have an adverse impact on our ability to hedge risks associated with our business and on the cost of our hedging activities.~~

We use over-the-counter (OTC) derivative products to hedge our metal commodity risks and our interest rate and currency risks. The Commodity Futures Trading Commission and the SEC recently have finalized certain rules and regulations to increase regulatory oversight of the OTC markets and the entities that participate in those markets. Other regulations implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) remain to be finalized or implemented and it is not possible to predict when this will be accomplished or what impact these regulations will have on our ability to hedge our business risks, or the costs of doing so.

In addition, the European Market Infrastructure Regulation (EMIR) and the Financial Market Infrastructure Act (FMIA), which became effective in 2012 and 2016, respectively, include regulations related to the trading, reporting and clearing of derivatives. We have entities and counterparties located in jurisdictions subject to EMIR and FMIA. Our efforts to comply with EMIR and FMIA, and EMIR and FMIA's effects on the derivatives markets and their participants, create similar risks and could have similar adverse impacts as those under the ~~Dodd-Frank Act.~~

If future regulations subject us to additional capital or margin requirements or other restrictions on our trading and commodity positions, they could have an adverse effect on our ability to hedge risks associated with our business and on the cost of our hedging activities. It is also possible that additional similar regulations may be imposed in other jurisdictions where we conduct business and any such regulations could pose risks and have adverse effects on our operations and profitability.

~~We may not be able to successfully develop and implement new technology initiatives.~~

We have invested in, and are involved with, a number of technology and process initiatives. Several technical aspects of these initiatives are still unproven, and the eventual commercial outcomes cannot be assessed with any certainty. Even if we are successful with these initiatives, we may not be able to deploy them in a timely fashion. Accordingly, the costs and benefits from our investments in new technologies and the consequent effects on our financial results may vary from present expectations.joint venture.

Security breaches and other disruptions to our information technology networks and systems could interfere with our operations, and could compromise the confidentiality of our proprietary information.

We rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business and manufacturing processes and activities. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information, as well as personally identifiable information of our employees, in data centers and on information technology networks. ~~The~~These activities are subject to various laws and regulations in the United States and abroad regarding privacy and data security.

We have increased our management focus on and financial investments in systems and processes intended to secure ~~operation of these~~our information technology ~~networks, and the processing and maintenance~~systems, prevent unauthorized access to or loss of ~~this information is important to our business operations and strategy. Despite security measures and~~sensitive data, ensure business continuity ~~plans,~~and comply with applicable laws. These efforts include engaging third party providers from time to time to test the vulnerability of our systems and recommend solutions to upgrade the security of our systems. We also employ a number of measures to protect and defend against cyber attacks, including technical security controls, data encryption, firewalls, intrusion prevention systems, anti-virus software and frequent backups.

Despite the measures we have taken, our information technology networks and systems may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractors and others who have access to our networks and systems, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and reduce the competitive advantage we hope to derive from our investment in new or proprietary business initiatives.

~~Future acquisitions, divestitures~~Financial Risks

Our results and short term liquidity can be negatively impacted by timing differences between the prices we pay under purchase contracts and metal prices we charge our customers.

Our purchase and sales contracts for primary aluminum are based on the LME price plus a regional market premium, which is a surcharge in addition to the LME price. There are typically timing differences between the pricing periods for purchases and sales where purchase prices we pay tend to be fixed and paid earlier than sales prices we charge our customers. This creates a price exposure we call "metal price lag." We use derivative instruments to manage the timing differences related to LME associated with metal price lag. Under normal market conditions, the majority of our premium exposure hedging occurs in North America, although the exposure is not hedged. For our Europe, South America and Asia businesses, the derivative market for local market premiums is not sufficiently robust or ~~restructuring actions may~~efficient for us to offset the impacts of local market premium price movements beyond a small volume. The timing difference associated with metal price lag could positively or negatively impact our operating results and short term liquidity.

A deterioration of our financial condition, a downgrade of our ratings by a credit rating agency or other factors could limit our ability to enter into, or increase our costs of, financing and hedging transactions, and our business relationships and financial condition could be adversely affected.

A deterioration of our financial condition or a downgrade of our credit ratings for any reason could increase our borrowing costs, limit our access to the capital or credit markets, adversely affect our ability to obtain new financing on favorable terms or at all, result in more restrictive covenants and have an adverse effect on our business relationships with customers, suppliers and financial ~~results.~~

counterparties. From time to time, we enter into various forms of hedging activities against currency, interest rate, energy and metal price fluctuations. Financial strength and credit ratings are important to the availability and terms of these hedging activities. As ~~part~~a result, any deterioration of our ~~strategy~~financial condition or downgrade of our credit ratings may make it more difficult or costly for ~~growth,~~us to engage in these activities in the future.

Certain of our debt agreements use LIBOR as a reference rate for interest rate calculations. In July 2017, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate, which is intended to replace U.S. dollar LIBOR. Plans for alternative reference rates for other currencies have also been announced. At this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR or the discontinuation of LIBOR. If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may ~~pursue acquisitions, divestitures~~experience potential increases in interest rates on our variable rate debt, which could adversely impact our results of operations. In addition, some of our debt agreements which use LIBOR as a reference rate do not contain fallback reference rates. If LIBOR is discontinued, we may incur additional costs related to contract renegotiation for such agreements.

Adverse changes in currency exchange rates could negatively affect our financial results or ~~strategic alliances, which~~cash flows and the competitiveness of our aluminum rolled products relative to other materials.

We are exposed to the effects of changes in the exchange rates of the U.S. dollar, the Euro, the British pound, the Brazilian real, the Korean won, the Swiss franc and other currencies. We have implemented a hedging policy to manage currency exchange rate risks to an acceptable level based on management's judgment of the appropriate trade-off between risk, opportunity and cost; however, this hedging policy may not ~~be completed~~successfully or ~~if completed, may not be ultimately beneficial to us. There are numerous risks commonly encountered in strategic transactions, including~~completely eliminate the ~~risk that we may not be able to complete a transaction that has been announced, effectively integrate businesses acquired or generate the cost savings and synergies anticipated. Failure to do so~~effects of currency exchange rate fluctuations, which could have a material adverse effect on our financial ~~results.~~results and cash flows.

~~Any additional restructuring efforts~~We prepare our consolidated financial statements in U.S. dollars, but a portion of our earnings and expenditures are denominated in other currencies, primarily the Euro, the Korean won and the Brazilian real. Changes in exchange rates will result in increases or decreases in our operating results and may also affect the book value of our assets located outside the U.S.

Our results of operations, cash flows and liquidity could be adversely affected if we were unable to transact in derivative instruments or if counterparties to our derivative instruments fail to honor their agreements.

From time to time, we use various derivative instruments to manage the risks arising from fluctuations in aluminum prices, exchange rates, energy prices and interest rates. If for any reason we were unable to transact in derivative instruments to manage these risks, our results of operations, cash flows and liquidity could be adversely affected. In addition, we may ~~undertake~~be exposed to losses in the future if the counterparties to our derivative instruments fail to honor their agreements. In particular, deterioration in the financial condition of our counterparties and any resulting failure to pay amounts owed to us or to perform obligations owed to us could ~~result~~have a negative effect on our business and financial condition. Further, if major financial institutions consolidate and are forced to operate under more restrictive capital constraints and regulations, there could be less liquidity, or higher costs to transact, in ~~significant severance-related costs, environmental remediation expenses, impairment charges, restructuring charges and related costs and expenses,~~the derivative markets, which could ~~adversely~~have a negative effect on our ability or our costs to hedge and transact with creditworthy counterparties.

An adverse decline in the liability discount rate, lower-than-expected investment return on pension assets and other factors could affect our ~~profitability and cash flows.~~

~~Capital investments in organic growth initiatives may not produce the returns we anticipate.~~

A significant element of our strategy has been to invest in opportunities to increase the production capacity of our operating facilities through modifications of and investments in existing facilities and equipment and to evaluate other investments in organic growth in our target markets. In particular, over the past several years we have invested substantial resources into projects intended to raise the recycled content of our products, increase our global automotive finishing capacity and grow our portfolio of premium products. These projects involve numerous risks and uncertainties, including the risk that our forecasted demand levels prove to be inaccurate and the risk that aluminum price trends diminish the benefits we anticipate from our recycling investments. If our capital investments do not produce the benefits we anticipate, our financial condition and results of operations or amount of pension funding contributions in future periods.

Most of our pension obligations relate to funded defined benefit pension plans for our employees in the U.S., the U.K. Switzerland, and Canada, unfunded pension benefits in Germany and lump sum indemnities payable to our employees in France, Italy, and Korea upon retirement or termination. Our pension plan assets consist primarily of funds invested in stocks and bonds. Our estimates of liabilities and expenses for pensions and other postretirement benefits incorporate a number of assumptions, including expected long-term rates of return on pension plan assets and interest rates used to discount future benefits. The most significant year-end assumptions used by Novelis to estimate pension or other postretirement benefit income or expense for the following year are the discount rate applied to plan liabilities and the expected long-term rate of return on plan assets. Our results of operations, liquidity or shareholder's (deficit) equity in a particular period could be adversely ~~affected.~~

affected by capital market returns that are less than their assumed long-term rate of return or a decline of the rate used to discount future benefits. These factors or others may require us to make unexpected cash contributions to the pension plans in the future, preventing the use of such cash for other purposes.

Our goodwill, other intangible assets and other long-lived assets could become impaired, which could require us to take non-cash charges against earnings.

We assess, at least annually and potentially more frequently, whether the value of our goodwill has been impaired. We assess the recoverability of finite-lived other intangible assets and other long-lived assets whenever events or changes in circumstances indicate we may not be able to recover the asset's carrying amount. Any impairment of goodwill, other intangible assets, or long-lived assets as a result of such analysis would result in a non-cash charge against earnings, which could materially adversely affect our reported results of operations. A significant and sustained decline in our future cash flows, a significant adverse change in the economic environment or slower growth rates could result in the need to perform additional impairment analysis in future periods.

~~We could be required to make unexpected contributions to our defined benefit pension plans as a result of adverse changes in interest rates and~~In connection with the ~~capital markets.~~

Most of our pension obligations relate to funded defined benefit pension plans for our employees in the U.S., the U.K. Switzerland, and Canada, unfunded pension benefits in Germany and lump sum indemnities payable to our employees in France, Italy, Korea and Malaysia upon retirement or termination. Our pension plan assets consist primarily of funds invested in listed stocks and bonds. Our estimates of liabilities and expenses for pensions and other postretirement benefits incorporate a number of assumptions, including expected long-term rates of return on plan assets and interest rates used to discount future benefits. Our results of operations, liquidity or shareholder's (deficit) equity in a particular period could be adversely affected by capital market returns that are less than their assumed long-term rate of return or a decline of the rate used to discount future benefits. These factors or others may require us to make unexpected cash contributions to the pension plans in the future, preventing the use of such cash for other purposes.

~~We are subject to a broad range of environmental, health and safety laws and regulations, and we may be exposed to substantial environmental, health and safety costs and liabilities.~~

The costs of complying with these laws and regulations, including participation in assessments and remediation of contaminated sites and installation of pollution control facilities, have been, and in the future could be, significant. In addition, these laws and regulations may also result in substantial environmental liabilities associated with divested assets, third party locations and past activities. In certain instances, these costs and liabilities, as well as related action to be taken by us, could be accelerated or increased if we were to close, divest of or change the principal use of certain facilities with respect to which we may have environmental liabilities or remediation obligations. Currently,Aleris acquisition, we are ~~involved~~considering the guidance in ~~a number~~ASC 360-10, Impairment and Disposal of ~~compliance efforts, remediation activities~~Long-Lived Assets, and legal proceedings concerning environmental matters, including certain activities and proceedings arising under Superfund and comparable laws in the U.S. and other jurisdictions worldwide in which we have operations.

We have established liabilities for environmental remediation activities where appropriate. However, the cost of addressing environmental matters (including the timing of any charges related thereto) cannot be predicted with certainty, and these liabilities may not ultimately be adequate, especially in light of changing interpretations of laws and regulations by regulators and courts, the discovery of previously unknown environmental conditions, the risk of governmental orders to carry out additional compliance on certain sites not initially included in remediation in progress, our potential liability to remediate sites for which provisions have not been previously established and the adoption of more stringent environmental laws including, for example, the possibility of increased regulation of the use of bisphenol-A, a chemical component commonly used in the coating of aluminum cans. Such future developments could result in increased environmental costs and liabilities, which could have a material adverse effect on our financial condition, results or cash flows. Furthermore, the failure to comply with our obligations under the environmental laws and regulations could subject us to administrative, civil or criminal penalties, obligations to pay damages or other costs, and injunctions or other orders, including orders to cease operations. In addition, the presence of environmental contamination at our properties could adversely affect our ability to sell the property, receive full value for a property or use a property as collateral for a loan.

Some of our current and potential operations are located or could be located in or near communities that may regard such operations as having a detrimental effect on their social and economic circumstances. Community objections could have a material adverse impact upon the profitability or, in extreme cases, the viability of an operation.

We use a variety of hazardous materials and chemicals in our rolling processes and in connection with maintenance work on our manufacturing facilities. Because of the nature of these substances or related residues, we may be liable for certain costs, including, among others, costs for health-related claims or removal or re-treatment of such substances. Certain of our current and former facilities incorporate asbestos-containing materials, a hazardous substance that has been the subject of health-related claims for occupational exposure. In addition, although we have developed environmental, health and safety programs for our employees, including measures to reduce employee exposure to hazardous substances, and conduct regular assessments at our facilities, we are currently, and in the future may be, involved in claims and litigation filed on behalf of persons alleging injury predominantly as a result of occupational exposure to substances or other hazards at our current or former facilities. It is not possible to predict the ultimate outcome of these claims and lawsuits due to the unpredictable nature of personal injury litigation. If these claims and lawsuits, individually or in the aggregate, were finally resolved against us, our results of operations and cash flows could be adversely affected.

~~We may be exposed to significant legal proceedings or investigations.~~

From time to time, we are involved in, or the subject of, disputes, proceedings and investigations with respect to a variety of matters, including environmental, health and safety, product liability, employee, tax, personal injury, contractual and other matters as well as other disputes and proceedings that arise in the ordinary course of business. Certain of these matters are discussed in the preceding risk factor. Any claims against us or any investigations involving us, whether meritorious or not, could be costly to defend or comply with and could divert management's attention as well as operational resources. Any such dispute, litigation or investigation, whether currently pending or threatened or in the future, may have a material adverse effect on our financial results and cash flows.

In addition, we are sometimes exposed to warranty and product liability claims. There can be no assurance that we will not experience material product liability losses arising from individual suits or class actions alleging product liability defects or related claims in the future and that these will not have a negative impact on us. We generally maintain insurance against many product liability risks, but there can be no assurance that this coverage will be adequate for any liabilities ultimately incurred. In addition, there is no assurance that insurance will continue to ~~be available on terms acceptable~~assess whether any adjustments to ~~us. A successful claim that exceeds~~the carrying amounts of either Duffel or Lewisport are required as we finalize our ~~available insurance coverage could have a material adverse effect on~~fair value assessments. If the final sale price for Duffel and/or Lewisport is less than our ~~financial results and cash flows.~~

~~We may be affected by global climate change or by legal, regulatory, or market responses to such change.~~

Increased concern over climate change has led to new and proposed legislative and regulatory initiatives, such as cap-and-trade systems and additional limits on emissions of greenhouse gases. New laws enacted could directly and indirectly affect our customers and suppliers (through an increase in the cost of production or their ability to produce satisfactory products) or our business (through an impact on our inventory availability, cost of sales, operations or demandestimated fair value for the ~~products we sell), which~~asset, an impairment charge would be recognized in future periods.

Additional tax expense, tax liabilities or tax compliance costs could ~~result in an adverse effect on~~adversely impact our financial condition, results of operations and cash flows. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us, our customers or our suppliers. Also, we rely on natural gas, electricity, fuel oil and transport fuel to operate our facilities. Any increased costs of these energy sources because of new laws could be passed along to us and our customers and suppliers, which could also have a negative impact on our profitability.

~~Income tax payments may ultimately differ from amounts currently recorded by the Company. Future tax law changes may materially increase the Company's prospective income tax expense.~~

We are subject to income taxation in many jurisdictions. Judgment is required in determining our worldwide income tax provision and accordingly there are many transactions and computations for which our final income tax determination is uncertain. We are routinely audited by income tax authorities in many tax jurisdictions. Although we believe the recorded tax estimates are reasonable, the ultimate outcome from any audit (or related litigation) could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material effect on earnings between the period of initial recognition of tax estimates in the financial statements and the point of ultimate tax audit settlement. Additionally, it is possible that future income tax legislation in any jurisdiction to which we are subject may be enacted that could have a material impact on our worldwide income tax provision beginning with the period that such legislation becomes effective.

~~Hindalco~~ For example, the U.S. Tax Cuts and ~~its interests as equity holder may conflict with~~Jobs Act of 2017 (the "Act"), which was enacted in the ~~interests~~United States on December 22, 2017, introduced extensive reforms of the ~~holders~~Internal Revenue Code. During 2018 and 2019, the Internal Revenue Service began a number of guidance projects which serve to both interpret and implement the Act. Those guidance projects, which included both Proposed and Final Treasury Regulations, will continue into 2020. We will continue to evaluate the overall impact of the Act on our ~~senior notes~~effective tax rate and balance sheet in light of current and future regulations and interpretive guidance from tax authorities. For additional discussion of the ~~future.~~Act and tax amounts recorded in our financial statements, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

Novelis is an indirectly wholly-owned subsidiary of Hindalco. As a result, Hindalco may exercise control over our decisions to enter into any corporate transaction or capital restructuring and has the ability to approve or prevent any transaction that requires the approval of our shareholder. Hindalco may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its equity investment, even though such transactions might involve risks to holders of our Senior Notes.

Additionally, Hindalco operates in the aluminum industry and may from time to time acquire and hold interests in businesses that compete, directly or indirectly, with us. Hindalco has no obligation to provide us with financing and is able to sell their equity ownership in us at any time.

~~Our substantial indebtedness could adversely affect our business.~~

~~We have a relatively high degree of leverage. As of~~ ~~March 31, 2016, we had~~ ~~$5.1 billion~~ ~~of indebtedness outstanding. Our substantial indebtedness and interest expense could have important consequences to our Company and holders of notes, including:~~

~~limiting our ability to borrow additional amounts for working capital, capital expenditures or other general corporate purposes;~~

~~increasing our vulnerability to general adverse economic and industry conditions, including volatility in LME aluminum prices;~~

~~limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and~~

~~limiting our ability or increasing the costs to refinance indebtedness.~~

The covenants in our ~~senior secured~~ credit facilities and the indentures governing our Senior Notes impose operating and financial restrictions on us.

Our ~~senior secured~~ credit facilities and the indentures governing our Senior Notes impose certain operating and financial restrictions on us. These restrictions limit our ability and the ability of our restricted subsidiaries, among other things, to:

•incur additional debt and provide additional guarantees;

•pay dividends and make other restricted payments, including certain investments;

•create or permit certain liens;

•make certain asset sales;

•use the proceeds from the sales of assets and subsidiary stock;

•create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;

•engage in certain transactions with affiliates;

•make certain acquisitions;

•enter into sale and leaseback transactions; and

•consolidate, merge or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

See Note ~~11 -~~12 – Debt for additional discussion.

Other Legal and Regulatory Risks

Our global operations are subject to changes in laws and government regulations that may adversely affect our business and operations.

Compliance with U.S. and foreign laws and regulations, such as import and export requirements, embargoes and trade sanctions laws, anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions and data privacy regulations, increases our costs of doing business outside the U.S.

In addition, the global scale of our operations exposes us to risks relating to international trade policies including import quotas and tariffs, as well as retaliatory policies by governments against such policies. Changes in regulations and policies can impact the competitiveness of our products and negatively impact our business, results of operations and financial condition.

We are subject to a broad range of environmental, health and safety laws and regulations, and we may be exposed to substantial environmental, health and safety costs and liabilities.

We are subject to a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we operate. These laws and regulations impose stringent environmental, health and safety protection standards and permitting requirements regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, the remediation of environmental contamination, post-mining reclamation and working conditions for our employees. The costs of complying with these laws and regulations, including participation in assessments and remediation of contaminated sites and installation of pollution control facilities, have been, and in the future could be, significant. In addition, these laws and regulations may also result in substantial environmental liabilities associated with divested assets, third party locations and past activities. The impact that our operations may have on the environment, as well as exposures to hazardous substances or wastes associated with our operations, could result in civil or criminal fines or penalties and enforcement actions issued by regulatory or judicial authorities enjoining, curtailing or closing operations or requiring corrective measures, any of which could materially and adversely affect us.

Further, increased concern over climate change has led to new and proposed legislative and regulatory initiatives, such as cap- and-trade systems and additional limits on emissions of greenhouse gases or Corporate Average Fuel Economy standards in the United States. Additional new regulation could directly and indirectly affect our customers and suppliers (through an increase in the cost of production or their ability to produce satisfactory products) or our business (through an impact on our inventory availability, cost of sales, operations or demand for the products we sell). Any increased costs of these energy sources because of new laws could be passed along to us and our customers and suppliers, which could also have a negative impact on our profitability.

We may be exposed to significant legal proceedings or investigations.

From time to time, we are involved in, or the subject of, disputes, proceedings and investigations with respect to a variety of matters, including intellectual property, environmental, health and safety, product liability, employee, tax, personal injury, contractual and other matters as well as other disputes and proceedings that arise in the ordinary course of business.

Any claims against us or any investigations involving us, whether meritorious or not, could be costly to defend or comply with and could divert management's attention as well as operational resources. Any such dispute, litigation or investigation, whether currently pending or threatened in the future, may have a material adverse effect on our financial results and cash flows. We generally maintain insurance against many product liability risks, but there can be no assurance that this coverage will be adequate for any liabilities ultimately incurred. In addition, there is no assurance that insurance will continue to be available on terms acceptable to us.

Item 1B.Unresolved Staff ~~Comments~~Comments.

None.

Item 2.~~Properties~~Properties.

Our global headquarters are located in Atlanta, Georgia. Our global research and technology center, is located in Kennesaw, Georgia, ~~which~~ contains state-of-the-art research and development capabilities to help us better partner and innovate with our customers. We also have a global casting engineering and technology center in Spokane, Washington specializing in molten metal processing. Our regional headquarters are located in the following cities: North America - Atlanta, Georgia; Europe - Küsnacht, Switzerland; Asia - Seoul, South Korea; and South America - Sao Paulo, Brazil. ~~We also have a research facility in Spokane, Washington specializing in molten metal processing.~~

The total number of operating facilities within our operating segments as of March 31, ~~2016~~2020 is shown in the table below, including operating facilities we jointly own and operate with third parties.


	Total Operating Facilities	Facilities with Recycling Operations
North America	8	4
Europe	9	5
Asia	3	2
South America	2	1
Total	22	12

Total
Operating
Facilities

Facilities
with Recycling
Operations
North America 8
3
Europe 10
4
Asia 5
3
South America 2
1
Total 25
11

The following tables provide information, by operating segment, about the plant locations, processes and major end-use markets/applications for the aluminum rolled products, recycling and primary metal facilities we operated during all or part of the fiscal year ended March 31, ~~2016~~.2020.

North America

Locations⁽¹⁾

Plant Processes

Major Products

Berea, Kentucky

Recycling, sheet ingot casting

Sheet ingot from recycled metal

Fairmont, West Virginia

Cold rolling, finishing

~~Foil,~~Container, HVAC and auto fin material

Greensboro, Georgia

Recycling, sheet ingot casting

Sheet ingot from recycled metal

Kingston, Ontario

Cold rolling, finishing

Automotive sheet, construction sheet, industrial sheet

~~Russellville, Kentucky (A)~~

~~Hot rolling, cold rolling, finishing~~

~~Can stock~~

Oswego, New York ~~(B)~~

Sheet ingot casting, hot rolling, cold rolling, recycling, brazing, finishing, heat treatment

Can stock, automotive sheet,

construction sheet, industrial sheet,

semi-finished coil

Russellville, Kentucky⁽²⁾

Hot rolling, cold rolling, finishing, remelt, casting, recycling

Can stock, industrial sheet

Terre Haute, Indiana

Cold rolling, finishing

~~Foil~~Container and industrial material

Warren, Ohio

Coating, finishing

Can stock coating

_________________________


~~(A)~~	We own 40% of the outstanding common shares of Logan, but we have made equipment investments such that our portion of Logan’s total machine hours provides us approximately 55% of Logan’s total production.


~~(B)~~	~~In fiscal 2015, we began production at two~~ (1)In January 2018, we announced a greenfield expansion to be located in Guthrie, Kentucky that would include heat treatment and pre-treatment lines for automotive sheet ~~finishing lines and expanded our recycling operations in our Oswego, New York facility. In fiscal 2016, we commissioned a third automotive sheet finishing line.~~

~~Our Oswego, New York facility operates modern equipment used for recycling beverage cans and other aluminum scrap, ingot casting, hot rolling, cold rolling and~~ finishing. The ~~Oswego~~Guthrie facility ~~produces can stock, automotive sheet, as well as building and industrial products. The facility also provides feedstock~~is expected to our Kingston, Ontario facility, which produces automotive sheet and products for construction and industrial applications, and to our Fairmont, West Virginia facility, which produces foil and light-gauge sheet.become operational in fiscal 2021.

~~Our~~ (2)Logan ~~facility~~Aluminum Inc. (Logan), located in Russellville, Kentucky, is operated as a ~~processing~~ joint venture between usNovelis and Tri-Arrows Aluminum Inc. (Tri-Arrows). ~~Logan is a dedicated manufacturer of aluminum sheet products for the can stock market and operates modern and high-speed equipment for ingot casting, hot-rolling, cold-rolling and finishing. A portion~~We own 40% of the can end stock is coated at North America’s Warren, Ohio facility, in addition to Logan’s on-site coating assets. Together with Tri-Arrows, we operate Logan as a production cooperative, with each party supplying its own primary metal inputsoutstanding common shares of Logan. See Note 8 – Consolidation for conversion at the facility. The converted product is then returned to the supplying party at cost. Logan does not own any of the primary metal inputs or any of the converted products. Most of the fixed assets at Logan are directly owned by us and Tri-Arrows in varying ownership percentages or solely by each party.further information about this affiliate.

Along with our recycling center in Oswego, New York, we own two other fully dedicated recycling facilities in North America, located in Berea, Kentucky and Greensboro, Georgia. Each offers a modern, cost-efficient process to recycle UBCs and other aluminum scrap into sheet ingot to supply our hot mills in Logan and Oswego.

Europe

Locations⁽¹⁾

Plant Processes

Major Products

Bresso, Italy

Finishing, painting

Painted sheet, construction sheet

Crick, United Kingdom

Finishing

Automotive sheet

Göttingen, Germany

Cold rolling, finishing, painting

Can stock, food can, ~~lithographic,~~ painted sheet ~~automotive sheet~~

Latchford, United Kingdom

Recycling

Sheet ingot from recycled metal

~~Ludenscheid, Germany~~

~~Foil rolling, finishing, converting~~

~~Foil, packaging~~

Nachterstedt, Germany

Cold rolling, finishing, painting, recycling, heat treatment

Automotive sheet, can stock, industrial sheet, painted sheet, construction sheet, sheet ingot

Neuss, Germany ~~(A)~~⁽²⁾

Hot rolling, cold rolling, recycling

Can stock, ~~foilstock,~~foil stock, feeder

stock for finishing operations

Ohle, Germany

Cold rolling, finishing, converting

Foil, packaging

Pieve, Italy

Continuous casting, cold rolling, finishing, recycling

Coil for finishing operations, industrial sheet

Sierre, Switzerland ~~(B)~~⁽³⁾

Sheet ingot casting, hot rolling, cold rolling, finishing, recycling

Automotive sheet, industrial sheet

~~Crick, United Kingdom (C)~~

~~Finishing~~

~~Automotive sheet~~

_________________________


~~(A)~~	~~Operated as a 50/50 joint venture between us and Hydro Aluminium Deutschland GmbH (Hydro). This joint venture is known as "Alunorf".~~


~~(B)~~	~~Operated under a long-term lease arrangement with a third party lessor.~~


~~(C)~~	~~In fiscal year 2016, we moved operations from the Wednesbury, U.K. facility to a facility in Crick, U.K.~~

(1)In the second quarter of fiscal 2020, we announced plans to close our Ludenscheid, Germany foil plant, which will allow us to drive more inter-plant efficiencies in the region and optimize our overall product portfolio towards high-margin, recycled-content friendly products. This plant ceased all production near the end of the fourth quarter of fiscal 2020. As such, we have excluded this facility from our count of total operating facilities.

(2)Aluminium Norf GmbH (Alunorf) ~~in Germany,~~is operated as a 50/50 ~~production-sharing~~production joint venture between usNovelis and Hydro Aluminium Deutschland GmbH (Hydro). See Note 9 – Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further information about this affiliate.

(3)Novelis operates a wholly owned facility in Sierre, Switzerland. In addition to this facility, AluInfra Services SA (AluInfra) is a large scale, modern manufacturing hub, located in Neuss, Germany, for several of our operations in Europe, and is the largest aluminum rolling mill and remelting operation in the world. Together with Hydro, we operate Alunorfoperated as a ~~production cooperative, with~~50/50 joint venture between Novelis and Constellium Valais SA (Constellium) and provides utility services to each ~~party supplying its own primary metal inputs for transformation at the facility. The transformed product is then transferred back~~partner. See Note 9 – Investment in and Advances to ~~the supplying party on a pre-determined cost-plus basis. Alunorf supplies hot coil~~Non-Consolidated Affiliates and Related Party Transactions for further processing through cold rolling to some of our other plants, including Göttingen and Nachterstedt in Germany and provides foilstock to our plants in Ohle and Lüdenscheid in Germany. The Ohle and Lüdenscheid cold mill and finishing lines produce products for a number of end use applications, such as flexible tubes and bare, container, and converter foil.

Our Göttingen plant has a cold mill and paint line as well as finishing capability for can, food, and automotive sheet. Our Nachterstedt plant cold rolls and finishes automotive, can, industrial, and architectural sheet. In October 2014, we opened the world’s largest recycling center at our Nachterstedt, Germany site. It is a fully integrated recycling facility, capable of recycling a wide variety of scrap. The Pieve plant, located near Milan, Italy, produces continuous cast coil that is cold rolled into paintstock and sent to the Bresso, Italy plant for painting and finishing.

The Sierre rolling mill and remelt operation in Switzerland, along with the Nachterstedt and Göttingen plants in Germany, combine to make Novelis Europe’s leading producer of automotive sheet in terms of shipments.

~~We lease a facility in Crick, U.K., that houses a small finishing operation for automotive products.~~

information about this affiliate.

Asia

Locations

Plant Processes

Major Products

~~Binh Doung, Vietnam~~Changzhou, China

~~Recycling~~Heat treatment

~~Recycled material~~Automotive sheet

~~Bukit Raja, Malaysia(A)~~

~~Continuous casting, cold rolling, coating~~

~~Construction sheet, industrial sheet, heavy and light gauge foils~~

~~Changzhou, China~~

~~Heat treatment~~

~~Automotive sheet~~

Ulsan, South Korea⁽¹⁾

Sheet ingot casting, hot rolling, cold rolling, recycling, finishing

Can stock, construction sheet, industrial sheet, electronics, automotive sheet for finishing operations, ~~foilstock,~~foil stock, and recycled material

Yeongju, South Korea

Sheet ingot casting, hot rolling, cold rolling, recycling, finishing

Can stock, construction sheet, industrial sheet, electronics, ~~foilstock~~foil stock and recycled material

_________________________


~~(A)~~	~~Ownership of the Bukit Raja plant corresponds to our 59% equity interest in Aluminium Company of Malaysia Berhad, a publicly traded company that operates in Bukit Raja, Selangor, Malaysia.~~

~~In addition~~(1)Ulsan Aluminum, Ltd. (UAL) is operated as a 50/50 joint venture between Novelis and Kobe. See Note 9 – Investment in and Advances to ~~its rolling operations, Novelis Asia operates recycling furnaces at both its Ulsan~~Non-Consolidated Affiliates and ~~Yeongju facilities in South Korea~~Related Party Transactions for the conversion of customer and third-party recycled aluminum. We also have an aluminum automotive sheet finishing plant in Changzhou, China. In addition, we have a facility in Binh Duong, Vietnam, which handles the collection and processing of UBCs.further information about this affiliate.

South America

Locations

Plant Processes

Major Products

Pindamonhangaba, Brazil

Sheet ingot casting, hot rolling, cold rolling, recycling, finishing, coating

Can stock, construction sheet, industrial sheet, ~~foilstock,~~foil stock, sheet ingot

Santo Andre, Brazil

Foil rolling, finishing

Foil

Our Pinda rolling and recycling facility in Brazil has an integrated process including sheet ingot casting, hot rolling, cold rolling, coating, finishing, and recycling operations. A coating line also produces painted products, including can end stock. Pinda supplies foilstock to our Santo Andre foil plant, which produces converter, household and container foil, among others.

Pinda is the largest aluminum rolling and recycling facility in South America in terms of shipments and is the only facility in South America capable of producing can body and end stock. Pinda recycles primarily UBCs, and is engaged in tolling recycled metal for our customers.

~~We also own certain hydroelectric power assets that supplied electricity for our primary aluminum smelting operations, which were closed in fiscal 2015. These assets are currently held for sale.~~

Item 3.Legal ~~Proceedings~~Proceedings.

We are a party to litigation incidental to our business from time to time. For additional information regarding litigation to which we are a party, see Note ~~20 —~~21 – Commitments and Contingencies to our accompanying ~~audited~~ consolidated financial statements, which are incorporated by reference into this item.

Item 4.Mine Safety ~~Disclosures~~Disclosures.

Not applicable.

PART II

Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity ~~Securities~~Securities.

There is no established public trading market for the Company’s common stock. All of the common shares of Novelis are owned directly by AV Metals Inc. and indirectly by Hindalco Industries Limited. None of the equity securities of the Company are authorized for issuance under any equity compensation plan.

Dividends or returns of capital are at the discretion of the board of directors and will depend on, among other things, our financial resources, cash flows generated by our business, our cash requirements, legal restrictions under ~~and~~debt covenant compliance under the instruments governing our indebtedness, being in compliance with the appropriate indentures and covenants under the instruments that govern our indebtedness that would allow us to legally pay dividends or return capitalagreements and other relevant factors.

~~In March 2014, we declared a return of capital to our shareholder, AV Metals Inc., in the amount of $250 million, which we subsequently paid on April 30, 2014.~~

Item 6.Selected Financial ~~Data~~Data.

The selected consolidated financial data should be read in conjunction with our consolidated financial statements for the respective periods and the related notes included elsewhere in this Form 10-K.

All of our common shares were indirectly held by Hindalco; thus, earnings per share data ~~are~~is not reported. ~~Amounts in the tables below are in millions.~~

Year Ended
March 31,
2016 2015 2014 2013 2012
Net sales $ 9,872
$ 11,147
$ 9,767
$ 9,812
$ 11,063
Net (loss) income attributable to our common shareholder $ (38 ) $ 148
$ 104
$ 202
$ 63
Return of capital (A) $ —
$ —
$ 250
$ —
$ —


	March 31,
in millions	2020		2019		2018		2017		2016
Net sales	$	11,217	$	12,326	$	11,462	$	9,591	$	9,872
Net income (loss) attributable to our common shareholder	$	420	$	434	$	635	$	45	$	(38)


	March 31,
in millions	2020		2019		2018		2017		2016
Cash and cash equivalents	$	2,392	$	950	$	920	$	594	$	556
Total assets	$	10,989	$	9,568	$	9,520	$	8,378	$	8,285
Long-term debt (including current portion)	$	5,364	$	4,347	$	4,457	$	4,558	$	4,468
Short–term borrowings	$	176	$	39	$	49	$	294	$	579
Total equity (deficit)	$	1,361	$	1,071	$	828	$	(72)	$	(54)

March 31,
2016 2015 2014 2013 2012
Total assets $ 8,310
$ 9,102
$ 9,114
$ 8,522
$ 8,021
Long-term debt (including current portion) $ 4,498
$ 4,457
$ 4,451
$ 4,464
$ 4,344
Short-term borrowings $ 579
$ 846
$ 723
$ 468
$ 18
Cash and cash equivalents $ 556
$ 628
$ 509
$ 301
$ 317
Total (deficit) equity $ (59 ) $ (70 ) $ 268
$ 239
$ 123


~~(A)~~	~~In March 2014, we declared a return of capital to our shareholder in the amount of $250 million, which we subsequently paid on April 30, 2014.~~

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

OVERVIEW AND REFERENCES

Novelis is the ~~world's~~ leading producer of flat-rolled aluminum ~~rolled~~ products ~~producer based on shipment volume in fiscal 2016. We produce aluminum sheet~~ and light gauge products for use in the packaging market, which includes beverage and food can and foil products, as well as for use in the automotive, transportation, electronics, architectural and industrial product markets. We are also the world's largest recycler of ~~aluminum~~aluminum. Driven by our purpose to shape a sustainable world together, we work alongside our customers to provide innovative solutions to the beverage can, automotive, and specialty markets (includes foil packaging, certain transportation products, architectural, industrial, and consumer durables). We have recycling operations in many of our plants to recycle both post-consumer aluminum and post-industrial aluminum. As of March 31, ~~2016~~,2020, we had manufacturing operations in ~~eleven~~nine countries on four continents, which include 2522 operating plants, and recycling operations in ~~eleven~~12 of these plants. In addition to aluminum rolled products plants, our South American operations have historically included primary aluminum smelting and power generation facilities. In fiscal 2015, Novelis ceased operations at our remaining smelting facilities in South America and sold the majority of the power generation operations which supported those facilities. We are the only company of our size and scope focused solely on the aluminum rolled products markets and capable of local supply of technologically sophisticated products in all of our geographic regions, but with the global footprint to service global customers.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this ~~Annual Report,~~Form 10-K, particularly in ~~“Special~~"Special Note Regarding Forward-Looking Statements and Market ~~Data”~~Data" and ~~“Risk~~"Risk Factors.”"

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2019 includes a discussion and analysis of our financial condition and results of operations for the year ended March 31, 2018 in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

HIGHLIGHTS

Fiscal Year Ended March 31, 2020 Compared with the Fiscal Year Ended March 31, 2019

We reported ~~"Segment income"~~"Net income attributable to our common shareholder" of ~~$791~~$420 million, ~~for the year ended March 31, 2016,~~which is a decrease compared to ~~$902~~$434 million in the prior ~~year. The $111 million decrease is primarily due to significant unfavorable metal lag of $178 million caused by volatility in local market premiums, $172~~period but includes $71 million of ~~which occurred~~a "Loss on extinguishment of debt."

We reported an increase in ~~the current year~~"Segment income" to $1,472 million compared to ~~favorable metal price lag of $6~~$1,368 million in the prior ~~year. The~~period. Operational performance was driven by favorable ~~impacts of increased flat rolled products shipments~~price and ~~a strategic~~product mix, ~~shift to automotive products were partially offset by lower recycling benefits~~ due to ~~lower aluminum prices local market premiums, general inflation,~~portfolio optimization efforts, and ~~higher costs associated with the start-up of new capacity. "Segment income" increased~~improved cost efficiencies, as we focus on ~~a quarter over quarter basis during fiscal 2016. Global economic uncertainty, foreign currency volatility and uncertainty~~driving operation improvements in ~~commodity markets, while not impacting the efficiency of~~ our ~~operations, impacted our financial results and likely will continue to have an impact in the near term.~~

Quarterly shipments of flat rolled products increased to 788 kt, setting a new quarterly shipment record, compared to 758 kt in the fourth quarter of fiscal 2015. Shipments of flat rolled products increased to 3,123 kt in fiscal 2016, setting a new annual shipments record, compared to 3,050 kt in fiscal 2015. The record shipment levels areplants. As a result of our recent expansion investments and incremental manufacturing productivity gains globally as we increase our focus on operational excellence. Global automotive shipments increased by 23% and 47% compared to the three and twelve months ended March 31, 2015, respectively. As we continue to focus on optimizing our product portfolio, the increase in automotive and beverage can sheet shipments more than offset the decline in specialty shipments compared to the three and twelve months ended March 31, 2015, respectively.

We have made significant investments in our automotive sheet finishing operations as the automotive industry is using more aluminum to improve vehicle performance and fuel efficiency by reducing vehicle weight. The two automotive sheet finishing lines in our Oswego, New York facility are operating at full capacity, and our automotive finishing line in Changzhou, China continues to ramp up production in line with demand, which is contributing to our record global automotive shipment levels. By the end of the fiscal year, we commissioned a third automotive finishing line at our Oswego, New York facility and a second automotive finishing line at our Nachterstedt, Germany facility.

~~We reported "Net loss" of $38 million for the year ended March 31, 2016, compared to "Net income" of $148 million for the year ended March 31, 2015. Net~~these factors, net cash provided by operating activities was ~~$541~~$962 million and free cash flow was $384 million. Refer to "Non-GAAP Financial Measures" for our definition of Free Cash Flow.

The actions we have taken over the ~~year ended March 31, 2016, a decrease~~past several years to strengthen our product portfolio, optimize and enhance the reliability of ~~$63 million from~~our operations, and deliver innovative products and excellent customer service are evidenced by our strong financial performance and robust balance sheet. With these strong results, Novelis is well positioned to navigate near-term economic headwinds and uncertainty, and to grow over the ~~prior comparable period, primarily due~~long term.

Our strategy to ~~lower "Segment income", partially offset by a favorable net change~~grow the business both organically and inorganically will help us achieve our long-term goals. This includes recent organic investments to expand automotive finishing capacity in ~~working capital. Capital expenditures related to strategic expansion projects declined as our larger projects have either recently commissioned or are~~Guthrie, Kentucky, in the ~~commissioning phase. Our~~U.S, and in Changzhou, China, as well as rolling, casting and recycling capacity in Pindamonhangaba, Brazil. We expect to achieve further growth and diversification with the acquisition of Aleris, a global ~~capital expenditures~~supplier of rolled aluminum products. The transaction closed on April 14, 2020. Aleris provides entry into the aerospace market, an operation in China that can be fully optimized, and a profitable building and construction business. We believe that our compatible cultures and shared commitment to safety will pave the way for a successful integration of businesses and employees.

We are also continuing to deliver on our purpose of shaping a sustainable world by utilizing high levels of recycled content in our products and maximizing the ~~year ended March 31, 2016 were $370 million compared~~advantages of sustainable, lightweight aluminum to ~~$518 million in prior year.~~benefit our customers, partners and the communities where we live and work.

BUSINESS AND INDUSTRY CLIMATE

~~The~~Economic growth, material substitution, and sustainability, including environmental awareness around polyethylene terephthalate (PET) plastics, continue to drive increasing global demand for aluminum and rolled products. With the exception of China where can sheet overcapacity and strong competition remains, favorable market conditions and increasing customer preference for sustainable packaging options is driving higher demand for infinitely recyclable aluminum beverage cans and bottles. At the end of fiscal 2019, we began expanding rolling, casting and recycling capability in Pindamonhangaba, Brazil to support this demand.

Meanwhile, the demand for aluminum in the automotive industry continues to grow, ~~rapidly. This demand has been driven by the benefits that result from using lighter weight materials in vehicles, as companies respond to government regulations,~~ which are driving improved emissions and better fuel economy; while also maintaining or improving vehicle handling, braking, and safety. We expect the automotive aluminum market to grow significantly through the end of the decade, which is drivingdrove the investments we ~~have~~ made in our automotive sheet finishing capacity in North America, Europe and ~~Asia.~~

~~While economic growth~~Asia in recent years, and ~~material substitution continues~~is driving our additional investments in Guthrie, Kentucky (U.S.) and Changzhou, China. This demand has been primarily driven by the benefits that result from using lightweight aluminum in vehicle structures and components, as companies respond to ~~drive increasing global demand for aluminum beverage cans, consumer demand for carbonated soft drinks~~stricter government emissions and fuel economy regulations, while maintaining or improving vehicle safety and performance, resulting in North America has declined and continued asset capacity increases along with increased imports are creating excess capacity in the can sheet market in the region. Slower economic growth and uncertainty in China and increased competition ~~from Chinese suppliers~~with high-strength steel.

The worldwide spread of ~~flat rolled aluminum products~~the COVID-19 pandemic has ~~put downward pressure on conversion premiums, primarily in can~~caused travel and ~~specialty products.~~

~~Base aluminum prices experienced~~business disruption and economic volatility. There have been government mandates to stay at home or avoid large gatherings of people. As a ~~downward trend throughout most~~result of ~~fiscal 2016. Local market premiums declined sharply during~~ the first six months of fiscal 2016 but stabilized during the second half of fiscal 2016. For the year ended March 31, 2016, the average LME cash price paid during the period and average local market premiums have decreased significantly compared to the prices during the year ended March 31, 2015. These price declines are contractually passed through to the majorityCOVID-19 pandemic, some of our customers ~~although recognition~~have temporarily shut down their manufacturing facilities, causing disruption to our global aluminum production and supply chain. Additionally, we have temporarily shut down some of our own production as a result, and our previously announced capacity expansions in ~~net selling prices precedes~~Guthrie, Kentucky and Changzhou, China have been delayed due to reductions in near-term demand.

We are closely monitoring the ~~recognition~~changing landscape with respect to COVID-19 and taking actions to manage our business and support our customers, while focusing on the health and safety of ~~metal price movements in~~ our cost of goods sold. Although we use derivatives contracts to minimize the price lag associated with LME base aluminum prices, we do not use derivative contracts for local market premiums, as there are not adequate cost effective hedges in the market.employees.

Key Sales and Shipment Trends

(in millions, except shipments which are in kt)
Three Months Ended Year Ended Three Months Ended Year Ended
Jun 30,
2014 Sept 30, 2014 Dec 31,
2014 Mar 31,
2015 Mar 31,
2015 Jun 30,
2015 Sept 30, 2015 Dec 31,
2015 Mar 31,
2016 Mar 31,
2016
Net sales $ 2,680
$ 2,831
$ 2,847
$ 2,789
$ 11,147
$ 2,634
$ 2,482
$ 2,354
$ 2,402
$ 9,872
Percentage increase (decrease) in net sales versus comparable previous year period 12 % 17 % 18 % 9 % 14 % (2 )% (12 )% (17 )% (14 )% (11 )%
Rolled product shipments:
North America 249
260
255
243
1,007
261
269
253
249
1,032
Europe 246
234
218
240
938
252
250
232
244
978
Asia 188
186
198
196
768
193
187
193
187
760
South America 114
116
129
131
490
107
117
132
134
490
Eliminations (27 ) (31 ) (43 ) (52 ) (153 ) (45 ) (35 ) (31 ) (26 ) (137 )
Total 770
765
757
758
3,050
768
788
779
788
3,123

The following summarizes the percentage increase (decrease) in rolled product shipments versus the comparable previous year period:
North America 5 % 9 % 9 % (2 )% 5 % 5 % 3 % (1 )% 2 % 2 %
Europe 6 % 4 % 3 % (1 )% 3 % 2 % 7 % 6 % 2 % 4 %
Asia 16 % 19 % 20 % 25 % 20 % 3 % 1 % (3 )% (5 )% (1 )%
South America 24 % 7 % 5 % 6 % 10 % (6 )% 1 % 2 % 2 % — %
Total 9 % 7 % 5 % 1 % 5 % — % 3 % 3 % 4 % 2 %


	Three Months Ended																					Fiscal Year Ended			Three Months Ended						Fiscal Year Ended
in millions, except shipments which are in kt	June 30, 2018			Sep 30, 2018			Dec 31, 2018			Mar 31, 2019			Mar 31, 2019			June 30, 2019			Sep 30, 2019			Dec 31, 2019			Mar 31, 2020			Mar 31, 2020
Net sales	$	3,097		$	3,136		$	3,009		$	3,084		$	12,326		$	2,925		$	2,851		$	2,715		$	2,726		$	11,217
Percentage increase (decrease) in net sales versus comparable previous year period	16		%	12		%	3		%	1		%	8		%	(6)		%	(9)		%	(10)		%	(12)		%	(9)		%
Rolled product shipments:
North America	274			295			279			294			1,142			289			286			269			267			1,111
Europe	232			229			211			246			918			234			245			224			220			923
Asia	175			168			182			198			723			184			177			173			184			718
South America	126			126��			142			143			537			139			141			146			148			574
Eliminations	(10)			(11)			(14)			(11)			(46)			(16)			(14)			(15)			(8)			(53)
Total	797			807			800			870			3,274			830			835			797			811			3,273

The following summarizes the percentage increase (decrease) in rolled product shipments versus the comparable previous year period:
North America	—		%	8		%	4		%	8		%	5		%	5		%	(3)		%	(4)		%	(9)		%	(3)		%
Europe	(1)		%	(3)		%	(5)		%	4		%	(1)		%	1		%	7		%	6		%	(11)		%	1		%
Asia	(3)		%	(7)		%	3		%	14		%	2		%	5		%	5		%	(5)		%	(7)		%	(1)		%
South America	15		%	(4)		%	(3)		%	5		%	3		%	10		%	12		%	3		%	3		%	7		%
Total	2		%	1		%	1		%	8		%	3		%	4		%	3		%	—		%	(7)		%	—		%

Business Model and Key Concepts

Conversion Business Model

A significant amount of our business is conducted under a conversion model, which allows us to pass through increases or decreases in the price of aluminum to our customers. Nearly all of our ~~flat-rolled~~flat rolled products have a price structure with three components: (i) a base aluminum price quoted off the LME; (ii) a local market premium; and (iii) a ~~“conversion premium”~~"conversion premium" to produce the rolled product which reflects, among other factors, the competitive market conditions for that product. Base aluminum prices are typically driven by macroeconomic factors and global supply and demand offor aluminum. The local market premiums tend to vary based on the supply and demand for metal in a particular region and associated transportation costs.

In North America, Europe and South America, we pass through local market premiums to our customers which are recorded through "Net sales." In Asia we purchase our metal inputs based on the LME and incur a local market premium; however, many of our competitors in this region price their metal off the Shanghai Futures Exchange, which does not include a local market premium, making it difficult for us to fully pass through this component of our metal input cost to some of our customers.

LME Base Aluminum Prices and Local Market Premiums

The average (based on the simple average of the monthly averages) and closing prices for aluminum set on the LME for the fiscal years ended March 31, ~~2016, 2015,~~2020, 2019, and ~~2014~~2018 are as follows:


																								Percent Change
								Percent Change					Fiscal Year Ended March 31,											Fiscal Year Ended March 31, 2020 versus March 31, 2019	Fiscal Year Ended March 31, 2019 versus March 31, 2018
		Year Ended March 31,						Year Ended March 31, 2016 versus		Year Ended March 31, 2015 versus			2020		2019		2018						Fiscal Year Ended March 31, 2020 versus March 31, 2019
		2016		2015		2014		March 31, 2015		March 31, 2014
London Metal Exchange Prices
Aluminum (per metric tonne, and presented in U.S. dollars):	Aluminum (per metric tonne, and presented in U.S. dollars):											Aluminum (per metric tonne, and presented in U.S. dollars):
Closing cash price as of beginning of period		$	1,789	$	1,731	$	1,882	3	%	(8	)%	Closing cash price as of beginning of period	$	1,900	$	1,997	$	1,947	(5)	%	3	%
Average cash price during period		$	1,592	$	1,889	$	1,773	(16	)%	7	%	Average cash price during period	$	1,749	$	2,035	$	2,045	(14)	%	—	%
Closing cash price as of end of period		$	1,492	$	1,789	$	1,731	(17	)%	3	%	Closing cash price as of end of period	$	1,489	$	1,900	$	1,997	(22)	%	(5)	%

~~Historically local market premiums have been fairly stable but over~~For the ~~past two year have increased and decreased rapidly. The local market premiums in all four of our regions were significantly lower for the year~~fiscal years ended March 31, ~~2016 compared to~~2020, 2019, and 2018, the ~~year ended March 31, 2015. The~~ weighted average local market premium was as follows:

Percent Change
Year Ended March 31, Year Ended
March 31, 2016
versus March 31, 2015 Year Ended
March 31, 2015
versus March 31, 2014
2016 2015 2014
Weighted average Local Market Premium (per metric tonne, and presented in U.S. dollars) $ 194
$ 464
$ 281
(58 )% 65 %


							Percent Change
	Fiscal Year Ended March 31,										Fiscal Year Ended March 31, 2020 versus March 31, 2019	Fiscal Year Ended March 31, 2019 versus March 31, 2018
	2020		2019		2018
Weighted average local market premium (per metric tonne, and presented in U.S. dollars)	$	204	$	268	$	192	(24)	%	40	%

Metal Price Lag and Related Hedging Activities

Increases or decreases in the price of aluminum based on the average LME base aluminum prices and local market premiums directly impact “Net sales,” “Cost of goods sold (exclusive of depreciation and amortization)” and working capital. The timing of these impacts varies based on contractual arrangements with customers and metal suppliers in each region. These timing impacts are referred to as metal price lag. Metal price lag exists due to: (i) the period of time between the pricing of our purchases of metal, holding and processing the metal, and the pricing of the sale of finished inventory to our customers, and (ii) certain customer contracts containing fixed forward price commitments which result in exposure to changes in metal prices for the period of time between when our sales price fixes and the sale actually occurs.

We use LME aluminum forward contracts to preserve our conversion margins and manage the timing differences associated with the LME base metal component of “Net sales,” and “Cost of goods sold (exclusive of depreciation and amortization)." These derivatives directly hedge the economic risk of future LME base metal price fluctuations to better match

the purchase price of metal with the sales price of metal. ~~We do~~The majority of our local market premium hedging occurs in North America depending on market conditions; however, exposure here is not ~~use~~fully hedged. In our Europe, Asia and South America regions, the derivative ~~contracts~~market for local market premiums is not robust or efficient enough for us to offset the impacts of ~~local market premium~~LMP price movements ~~as these contracts are not prevalent in the market.~~beyond a small volume. As a consequence, volatility in local market premiums can have a significant impact on our results of operations and cash flows.

We elect to apply hedge accounting to better match the recognition of gains or losses on certain derivative instruments with the recognition of the underlying exposure being hedged in the statement of operations. For undesignated metal derivatives, there are timing differences between the recognition of unrealized gains or losses on the derivatives and the recognition of the underlying exposure in the statement of operations. The recognition of unrealized gains and losses on undesignated metal derivative positions typically precedes inventory cost recognition, customer delivery and revenue recognition. The timing difference between the recognition of unrealized gains and losses on undesignated metal derivatives and cost or revenue recognition impacts ~~“Income~~"Income before income ~~taxes”~~tax provision" and ~~“Net~~"Net income.”" Gains and losses on metal derivative contracts are not recognized in ~~“Segment income”~~"Segment income" until realized.

~~See~~ ~~Segment Review~~ ~~below for the impact of metal price lag on each of our segments.~~

Foreign Currency and Related Hedging Activities

We operate a global business and conduct business in various currencies around the world. We have exposure to foreign currency risk as fluctuations in foreign exchange rates impact our operating results as we translate the operating results from various functional currencies into our U.S. dollar reporting currency at ~~the~~ current average rates. We also record foreign exchange remeasurement gains and losses when business transactions are denominated in currencies other than the functional currency of that operation. Global economic uncertainty is contributing to higher levels of volatility among the currency pairs in which we conduct business. The following table presents the exchange rates as of the end of each period and the average of the month-end exchange rates for the fiscal years ended March 31, ~~2016, 2015,~~2020, 2019, and ~~2014:~~2018:


	Exchange Rate as of Fiscal Year Ended March 31,					Average Exchange Rate Fiscal Year Ended March 31,
	2020	2019	2018	2020	2019	2018
Euro per U.S. dollar	0.911	0.890	0.813	0.901	0.866	0.847
Brazilian real per U.S. dollar	5.199	3.897	3.324	4.168	3.809	3.231
South Korean won per U.S. dollar	1,223	1,138	1,067	1,186	1,114	1,106
Canadian dollar per U.S. dollar	1.425	1.336	1.289	1.333	1.314	1.283
Swiss franc per euro	1.061	1.118	1.178	1.095	1.142	1.139

Exchange Rate as of
March 31,

Average Exchange Rate
Year Ended March 31,
2016 2015 2014 2016 2015 2014
U.S. dollar per Euro 1.139
1.075
1.378
1.102
1.256
1.344
Brazilian real per U.S. dollar 3.559
3.208
2.263
3.624
2.504
2.261
South Korean won per U.S. dollar 1,154
1,105
1,069
1,158
1,059
1,090
Canadian dollar per U.S. dollar 1.298
1.267
1.104
1.312
1.147
1.058
Swiss franc per Euro 1.094
1.045
1.218
1.076
1.170
1.227

Exchange rate movements have an impact on our operating results. In ~~both South Korea and~~ Europe, ~~operations are recorded in their~~where we have predominantly local currency and translated into the U.S. dollar reporting currency. When comparing fiscal 2016 operating results with fiscal 2015, in Europe and South Korea, the stronger U.S. dollar resulted in unfavorable foreign exchange translation.

~~In Brazil and Canada, the U.S. dollar is the functional currency due to predominantly U.S. dollar~~ selling prices ~~while our manufacturing costs are predominately denominated in the Brazilian real~~ and ~~the Canadian dollar. The stronger U.S. dollar compared to the Brazilian real and the Canadian dollar resulted in a favorable remeasurement of local currency~~ operating costs, ~~and liabilities into~~we benefit as the ~~U.S. dollar in fiscal 2016 compared to fiscal 2015.~~

~~In January 2015,~~euro strengthens, but are adversely affected as the Swiss National Bank discontinued its policy to support a minimum exchange rate between the Euro and the Swiss franc. Following this announcement, the Swiss franc rapidly appreciated in value. This adversely impactedeuro weakens. For our Swiss operations, where operating costs are incurred primarily in the Swiss franc and a large portion of revenues are denominated in the ~~Euro.~~

euro, we benefit as the Swiss franc weakens but are adversely affected as the franc strengthens. In South Korea, where we have local currency operating costs and U.S. dollar denominated selling prices for exports, we benefit as the South Korean won weakens but are adversely affected as the won strengthens. In Brazil, where we have predominately U.S. dollar selling prices and local currency manufacturing costs, we benefit as the Brazilian real weakens, but are adversely affected as the real strengthens. We use foreign exchange forward contracts and cross-currency swaps to manage our exposure arising from recorded assets and liabilities, firm commitments, and forecasted cash flows denominated in currencies other than the functional currency of certain operations, which include capital expenditures and net investment in foreign subsidiaries. The impact of foreign exchange remeasurement, net of related hedges, was a net gain of $2 million in fiscal 2016 and a net loss of $27 million in fiscal 2015. For the year ended March 31, 2016, the balance sheet remeasurement hedging gains and losses partially offset the foreign currency exchange remeasurement gains and losses arising from the non-functional currency denominated assets and liabilities being remeasured to the functional currency of certain operations. The increased volatility in the daily Brazilian real, Swiss Franc and Euro exchange rates versus the U.S. dollar resulted in a portion of the balance sheet remeasurement gains and losses not being fully offset by the foreign currency exchange hedges. In South America, foreign currency remeasurement gains on the Brazilian real denominated liabilities being remeasured to the U.S. dollar were partially offset by foreign currency exchange hedging losses. In Europe, foreign currency exchange remeasurement gains were partially offset by foreign currency exchange hedging losses. For other foreign currency hedging programs, the unrealized gains or losses on other undesignated derivatives will be recognized in the statement of operations prior to the hedged transaction. Unrealized gains and losses from undesignated foreign currency derivatives was not significant in either period.

See Segment Review below for the impact of foreign currency on each of our segments.

Results of Operations

Fiscal Year Ended March 31, ~~2016~~2020 Compared with the Fiscal Year Ended March 31, ~~2015~~2019

"Net sales" were ~~$9.9 billion,~~$11,217 million, a decrease of ~~11%~~9%, driven by a ~~16%~~24% decrease in average ~~base aluminum prices,~~local market premiums and a ~~58%~~14% decrease in ~~local market premiums. This decline in base~~average LME aluminum prices more than offset a 73 kt increase in flat rolled products shipments to a record level for a fiscal year of 3,123 kt, and a favorable impact from our strategic shift to higher conversion premium products.prices.

“"Cost of goods sold (exclusive of depreciation and amortization)”" was ~~$8.7 billion,~~$9,231 million, a decrease of 11% ~~due~~, also related to lower ~~weighted~~ average ~~metal costs, partially offset by an increase in flat rolled products shipments and higher costs related to our strategic expansion projects.~~base aluminum prices. Total metal input costs included in "Cost of goods sold (exclusive of depreciation and amortization)”" decreased ~~$1.1 billion.~~$1,098 million.

~~“Income before income taxes” for~~Both "Net sales" and "Cost of goods sold (exclusive of depreciation and amortization)" are impacted by the ~~year ended March 31, 2016 was~~ ~~$8 million~~ ~~compared to~~ ~~$162 million~~ ~~in the year ended March 31, 2015. In addition to the factors noted above, the following items affected “Income before income taxes:”~~

~~Sharp declines~~timing of fluctuations in local market premiums ~~in the current period compared to prior year,~~and LME base aluminum prices, which ~~we are unable to hedge economically,~~ resulted in ~~significant~~$38 million of unfavorable metal price lag compared to $4 million of ~~$178 million.~~unfavorable metal price lag in the prior period.

"~~Selling, general~~Income before income tax provision" was $598 million compared to $636 million. The following items also affected "Income before income tax provision:"

•"Loss on extinguishment of debt" increased $71 million due to the refinancing of Novelis Corporation's 6.25% Senior Notes due 2024. See Note 12 – Debt;

•"Restructuring and ~~administrative expenses"~~impairment, net" increased $41 million related to primarily due to the closure of certain non-core operations in Europe. See Note 3 – Restructuring and Impairment;

•"Business acquisition and other integration related costs" increased $30 million in the current year primarily related to professional fees associated with Aleris acquisition; and

•"Interest expense and amortization of debt issuance costs" decreased $20 million primarily due to ~~tighter cost control~~capitalization of interest on our expansion projects as well as decreased interest rates.

We recognized $178 million of "Income tax provision," which resulted in an effective tax rate of 30%. This rate is due to the results of operations, including changes in valuation allowances, the favorable impact of Brazilian real devaluation, and changes in tax credits (as defined in Note 20 – Income Taxes). We recognized $202 million in the ~~current year and lower long-term incentive plan costs;~~

~~“Restructuring and impairment, net” of~~ ~~$48 million~~ for the year ended March 31, 2016, includes $21 million of charges related to the impairment of certain capitalized software assets, $14 million of severance and other charges related to restructuring actions at our global headquarters and $10 million of severance and other charges across our regions. Additionally, there were $3 million of impairment charges related to certain non-core assets in North America, South America, and Asia. In the prior year, we incurred $37 million, primarily related to $28 million of charges related to ceasing operations of the Ouro Preto smelter in South America, $7 million of severance, contract termination and other restructuring charges in North America, Europe and South America related to past restructuring actions, and $2 million of impairment charges related to certain non-core assets in North America. (See Note 2 - Restructuring and impairment to our accompanying consolidated financial statements for further details on restructuring activities);

"Gain on assets held for sale, net" for the year ended March 31, 2015 includes $23 million from the sale of our share of the joint venture of the Consorcio Candonga joint venture in Brazil, $7 million from the sale of our consumer foil operations in North America and $6 million from property and mining rights sales in South America partially offset by a $14 million loss on the sale of certain hydroelectric assets in South America;

~~"Loss on extinguishment of debt" includes a $13 million loss on the partial extinguishment of our Term Loan Facility,~~period, which ~~was amended during the first quarter of fiscal 2016; and~~

~~Foreign currency remeasurement losses primarily due to volatility in European currency markets that~~ resulted in ~~a $27 million loss in fiscal 2015.~~

~~For the year ended March 31, 2016, we recognized $46 million~~an effective tax rate of 32%. This rate was due tax ~~expense as a result of the net impact of statutory tax expense,~~ losses in jurisdictions where we ~~believe~~believed it is more likely than not that we ~~will~~would not be able to utilize those losses and therefore have a valuation allowance recorded and income taxed at tax rates that differ from the ~~net impact of foreign exchange movement. For the year ended March 31, 2015, we recognized $14 million in~~25% Canadian tax ~~expense primarily due to losses in jurisdictions where we believe it is more likely than not that we will not be able to utilize those losses, partially offset by favorable foreign exchange movement.~~rate, including withholding taxes.

~~We reported “Net loss attributable to our common shareholder” of $38 million for the year ended March 31, 2016 as compared to “Net~~"Net income attributable to our common ~~shareholder” of $148~~shareholder" was $420 million ~~for the year ended March 31, 2015,~~compared to $434 million primarily as a result of the factors discussed above.

Segment Review

Due in part to the regional nature of supply and demand of aluminum rolled products and in order to best serve our customers, we manage our activities on the basis of geographical regions and are organized under four operating segments: North America, Europe, Asia, and South America.

We measure the profitability and financial performance of our operating segments based on “Segment income.” We define “Segment income” as earnings before (a) “depreciation and amortization”; (b) “interest expense and amortization of debt issuance costs”; (c) “interest income”; (d) unrealized gains (losses) on changes in fair value of derivative instruments, net, except for foreign currency remeasurement hedging activities, which are included in segment income; (e) impairment of goodwill; (f) gain or loss on extinguishment of debt; (g) noncontrolling interests’ share; (h) adjustments to reconcile our proportional share of “Segment income” from non-consolidated affiliates to income as determined on the equity method of accounting; (i) “restructuring and impairment, net”; (j) gains or losses on disposals of property, plant and equipment and businesses, net; (k) other costs, net; (l) litigation settlement, net of insurance recoveries; (m) sale transaction fees; (n) provision or benefit for taxes on income (loss) and (o) cumulative effect of accounting changes, net of tax. The financial information for our segments includes the results of our affiliates on a proportionately consolidated basis, which is consistent with the way we manage our business segments. See Note 8 — Consolidation and Note 9 — Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further information about these affiliates. Our presentation of “Segment income” on a consolidated basis is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for additional discussion about our use of "Total Segment income.”

The tables below ~~show~~illustrate selected segment financial information (in millions, except shipments which are in kt). For additional financial information related to our operating segments including the reconciliation of "Net income attributable to our common shareholder" to "Segment income," see Note ~~21 —~~22 – Segment, Geographical Area, Major Customer and Major Supplier Information. In order to reconcile the financial information for the segments shown in the tables below to the relevant U.S. GAAP-based measures, "Eliminations and other" must adjust for proportional consolidation of each line item for our Logan affiliate because we consolidate 100% of the Logan joint venture for U.S. GAAP. However, we manage our Logan affiliate on a proportionately consolidated basis and eliminate intersegment shipments (in kt) ~~and intersegment "Net sales."~~

Selected Operating Results Year Ended March 31, 2016
North
America
Europe Asia
South
America
Eliminations and other Total
Net sales $ 3,266
$ 3,223
$ 1,992
$ 1,575
$ (184 ) $ 9,872
Shipments
Rolled products - third party 1,031
918
718
456
—
3,123
Rolled products - intersegment 1
60
42
34
(137 ) —
Total rolled products 1,032
978
760
490
(137 ) 3,123
Non-rolled products 17
98
10
79
(2 ) 202
Total shipments 1,049
1,076
770
569
(139 ) 3,325
.


Selected Operating Results Year Ended March 31, 2015	North America		Europe		Asia		South America		Eliminations and other			Total
Selected Operating Results Fiscal Year Ended March 31, 2020														Selected Operating Results Fiscal Year Ended March 31, 2020	North America		Europe		Asia		South America		Eliminations and other		Total
Net sales	$	3,483	$	3,783	$	2,340	$	1,850	$	(309	)	$	11,147	Net sales	$	4,118	$	3,095	$	1,969	$	1,904	$	131	$	11,217
Shipments														Shipments
Rolled products - third party	1,002		889		701		458		—			3,050		Rolled products - third party	1,111		892		711		559		—		3,273
Rolled products - intersegment	5		49		67		32		(153		)	—		Rolled products - intersegment	—		31		7		15		(53)		—
Total rolled products	1,007		938		768		490		(153		)	3,050		Total rolled products	1,111		923		718		574		(53)		3,273
Non-rolled products	23		215		2		93		(9		)	324		Non-rolled products	44		17		6		101		(12)		156
Total shipments	1,030		1,153		770		583		(162		)	3,374		Total shipments	1,155		940		724		675		(65)		3,429


Selected Operating Results Fiscal Year Ended March 31, 2019	North America		Europe		Asia		South America		Eliminations and other		Total
Net sales	$	4,581	$	3,376	$	2,190	$	2,091	$	88	$	12,326
Shipments
Rolled products - third party	1,142		896		710		526		—		3,274
Rolled products - intersegment	—		22		13		11		(46)		—
Total rolled products	1,142		918		723		537		(46)		3,274
Non-rolled products	8		23		6		126		(18)		145
Total shipments	1,150		941		729		663		(64)		3,419

The following table reconciles changes in ~~“Segment income”~~"Segment income" for the fiscal year ended March 31, ~~2015~~2019 to the fiscal year ended March 31, ~~2016~~2020 (in millions).


Changes in Segment income	North America		Europe		Asia		South America		Eliminations and other⁽¹⁾		Total
Segment income - Fiscal Year Ended March 31, 2019	$	552	$	226	$	196	$	394	$	—	$	1,368
Volume	(42)		6		(4)		39		(3)		(4)
Conversion premium and product mix	48		6		19		1		(10)		64
Conversion costs	28		10		2		(42)		12		10
Foreign exchange	3		(6)		2		18		—		17
Selling, general & administrative and research & development costs⁽²⁾	(6)		2		(5)		4		(3)		(8)
Other changes	7		2		—		7		9		25
Segment income - Fiscal Year Ended March 31, 2020	$	590	$	246	$	210	$	421	$	5	$	1,472

Changes in Segment income North
America (A) Europe Asia South
America Eliminations (B) Total
Segment income - Year Ended March 31, 2015 $ 273
$ 250
$ 141
$ 240
$ (2 ) $ 902
Volume 21
47
(5 ) —
2
65
Conversion premium and product mix 74
19
9
25
(17 ) 110
Conversion costs (C) (13 ) (111 ) 22
(24 ) 17
(109 )
Metal price lag (79 ) (77 ) (21 ) (1 ) —
(178 )
Foreign exchange 1
(32 ) (11 ) 64
—
22
Primary operations —
—
—
(14 ) —
(14 )
Selling, general & administrative and research & development costs (D) (14 ) 11
—
(5 ) —
(8 )
Other changes (5 ) 9
—
(3 ) —
1
Segment income - Year Ended March 31, 2016 $ 258
$ 116
$ 135
$ 282
$ —
$ 791
_________________________

~~(A)~~

Included in the North America "Segment income" for the year ended March 31, 2016 were the operating results of our consumer foil operations in North America that we sold on June 30, 2014. The change to "Segment income" attributable to these operations for the year ended March 31, 2016 compared to the prior year was unfavorable by $1 million. The following table reconciles changes in “Segment income” for the year ended March 31, 2015 to the year ended March 31, 2016 (in millions), with the impact of the consumer foil operations separately identified.

(1)The recognition of segment income by a region on an intersegment shipment could occur in a period prior to the recognition of segment income on a consolidated basis, depending on the timing of when the inventory is sold to the third party customer. The "Eliminations and other" column adjusts regional segment income for intersegment shipments that occur in a period prior to recognition of segment income on a consolidated basis. The "Eliminations and other" column also reflects adjustments for changes in regional volume, conversion premium and product mix, and conversion costs related to intersegment shipments for consolidation. "Eliminations and other" must adjust for proportional consolidation of each line item for our Logan affiliate because we consolidate 100% of the Logan joint venture for U.S. GAAP, but we manage our Logan affiliate on a proportionately consolidated basis.

Changes in Segment income North America Total
Segment income - Year Ended March 31, 2015 $ 273
$ 902
Volume 25
69
Conversion premium and product mix 84
120
Conversion costs (24 ) (120 )
Metal price lag (79 ) (178 )
Foreign exchange 1
22
Primary metal production —
(14 )
Selling, general & administrative and research & development costs (16 ) (10 )
Other changes (5 ) 1
Net impact of North America consumer foil operations sold in fiscal 2015 (1 ) (1 )
Segment income - Year Ended March 31, 2016 $ 258
$ 791

~~(B)~~

The recognition of "Segment income" by a region on an intersegment shipment could occur in a period prior to the recognition of "Segment income" on a consolidated basis, depending on the timing of when the inventory is sold to the third party customer. The "Eliminations" column adjusts regional "Segment income" for intersegment shipments that occur in a period prior to recognition of "Segment income" on a consolidated basis. The "Eliminations" column also reflects adjustments for changes in regional volume, conversion premium and product mix, and conversion costs related to intersegment shipments for consolidation.


~~(C)~~	Conversion costs include expenses incurred in production such as direct and indirect labor, energy, freight, scrap usage, alloys and hardeners, coatings, alumina, melt loss, the benefit of utilizing scrap and other metal costs. Fluctuations in this component reflect cost efficiencies (inefficiencies) during the period as well as cost (inflation) deflation.


~~(D)~~	~~Selling, general & administrative costs and research & development costs include costs incurred directly by each segment and all corporate related costs, which are allocated to each of our segments.~~

(2)"Selling, general & administrative and research & development costs" include costs incurred directly by each segment and all corporate related costs.

North America

“"Net ~~sales”~~sales" decreased ~~$217~~$463 million, or 6%10%, ~~reflecting lower~~driven by a decrease in average base aluminum prices ~~lower local market premiums and~~along with a decrease in ~~can and~~ specialty shipments, partially offset by higher ~~automotive~~can shipments. As

"Segment income" was $590 million, an increase of 7%, primarily due to favorable price and product mix and favorable operating costs, partially offset by decreased shipments.

Europe

"Net sales" decreased $281 million, or 8%, driven primarily by a ~~result of our continued ramp-up of our new automotive lines~~decrease in ~~the region and commissioning of our third automotive line during the fourth quarter of fiscal 2016,~~average base aluminum prices along with a decrease in can and automotive shipments, partially offset by higher ~~demand in the automotive sector, we expect to see positive year over year automotive shipment growth during the next fiscal year.~~specialty shipments.

“Segment income” was ~~$258~~$246 million, an increase of 9%, primarily due to favorable metal and other operating costs, favorable price and product mix, and increased shipments.

Asia

"Net sales" decreased $221 million, or 10%, driven by a decrease of 5%, reflecting significant unfavorable metal price lag of $79 million, higher fixed, variable, and selling, general, and administrative costs associated with the commissioning and support of our new automotive capacity. Partially offsetting these was a significant increase in automotive shipments, which then doubled, as a result of our strategic product portfolio shift to higher premium products and higher conversion premiums from the related product mix shift. Fiscal 2016 was also favorably impacted by strong production whereas in December 2014 we experienced an unscheduled outage at the hot mill in the Logan Aluminum joint venture facility that significantly reduced "Segment income" during the fourth quarter of fiscal 2015.

~~Europe~~

~~“Net sales” decreased $560 million, or 15%, reflecting lower~~ average base aluminum prices ~~lower~~along with a decrease in specialty shipments, partially offset by increased can shipments.

"Segment income" was $210 million, an increase of 7%, primarily due to portfolio optimization efforts resulting in favorable product mix.

South America

"Net sales" decreased $187 million, or 9%, driven by a decrease in average base aluminum prices, partially offset by higher can shipments.

"Segment income" was $421 million, an increase of 7%, primarily due to increased shipments, favorable foreign exchange, and tax recoveries, partially offset by cost inflation and less favorable recycling benefits.

Results of Operations

Fiscal Year Ended March 31, 2019 Compared with the Fiscal Year Ended March 31, 2018

"Net Sales" were $12,326 million, an increase of 8%, driven by a 40% increase in average local market premiums and a decrease in specialty and non-flat rolled products shipments, partially offset by higher can and automotive shipments. Shipments in fiscal 2016 were at record levels. As a result of the commissioning of our second automotive line Nachterstedt, Germany during the fourth quarter of fiscal 2016, along with higher demand in the automotive sector, we expect to see positive year over year automotive shipment growth during the next fiscal year.

“Segment income” was $116 million, a decrease of 54%, reflecting significant unfavorable metal price lag of $77 million, unfavorable changes in foreign currency rates, and higher fixed costs associated with increased employment costs, and the ramp-up of our new recycling facility in Nachterstedt, Germany, as well as less favorable metal input costs. Partially offsetting these was favorable higher conversion premiums from the related product mix shift. Fiscal 2016 was also favorably impacted by strong production whereas in fiscal 2015 we experienced an unscheduled outage in a hot mill motor at one of our facilities in Europe leading to reduced "Segment income."

~~Asia~~

“Net sales” decreased $348 million, or 15%, reflecting lower average aluminum prices and lower shipments of our specialties products due to increased competition, partially offset by higher can and automotive shipments. The3% increase in our can volumes was driven by shipments to customers in the Middle East. Intersegment shipments of specialty products declined which was partially offset by an increase of intersegment shipments of automotive products to Novelis Europe and Novelis North America. A portion of the increase in demand for our automotive products was driven by customers in China.

“Segment income” was $135 million, a decrease of 4%, reflecting unfavorable metal price lag of $21 million, an unfavorable impact from changes in foreign currency rates, partially offset by lower metal input costs associated with a decrease in the local market premium which is a cost we incur and are unable to fully pass along to some of our customers, and a favorable shift inflat rolled product ~~mix towards automotive that more than offset some can and specialty pricing pressures. We continue to experience pricing pressures and competition within the region.~~

~~South America~~

~~“Net sales” decreased $275 million, or 15%, reflecting lower average aluminum prices as well as lower specialty and non-flat rolled products shipments, partially offset by higher can~~ shipments. ~~Shipments in fiscal 2016 were at record levels. Despite slowing economic conditions and political unrest in Brazil, can shipments were strong; however, shipments of specialty products decreased.~~

“Segment income” was $282 million, an increase of 18%, reflecting favorable foreign currency changes, customer price adjustments resulting from inflation, and improved product mix shift towards can as demand continues to increase, partially offset by higher utility and employment costs, and an impact related to the closure of our smelting operations in fiscal 2015.

~~Reconciliation of segment results to “Net (loss) income attributable to our common shareholder”~~

Costs such as depreciation and amortization, interest expense and unrealized gains (losses) on changes in the fair value of derivatives (except for derivatives used to manage our foreign currency remeasurement activities) are not utilized by our chief operating decision maker in evaluating segment performance. The table below reconciles income from reportable segments to “Net (loss) income attributable to our common shareholder” for the years ended ~~March 31, 2016~~ ~~and~~ ~~2015~~ ~~(in millions).~~

Year ended March 31,
2016 2015
North America $ 258
$ 273
Europe 116
250
Asia 135
141
South America 282
240
Intersegment eliminations —
(2 )
Total Segment income 791
902
Depreciation and amortization (353 ) (352 )
Interest expense and amortization of debt issuance costs (327 ) (326 )
Adjustment to eliminate proportional consolidation (30 ) (33 )
Unrealized losses on change in fair value of derivative instruments, net (4 ) —
Realized losses gains on derivative instruments not included in segment income (1 ) (6 )
Restructuring and impairment, net (48 ) (37 )
Gain on assets held for sale —
22
Loss on extinguishment of debt (13 ) —
Loss on sale of fixed assets (4 ) (5 )
Other costs, net (3 ) (3 )
Income before income taxes 8
162
Income tax provision 46
14
Net (loss) income (38 ) 148
Net income attributable to noncontrolling interests —
—
Net (loss) income attributable to our common shareholder $ (38 ) $ 148

“Adjustment to eliminate proportional consolidation” relates to depreciation and amortization and income taxes at our Aluminium Norf GmbH (Alunorf) joint venture. Income taxes and depreciation and amortization related to our equity method investments are reflected in the carrying value of the investment and not in our consolidated “Income tax provision" or "Depreciation and amortization."

“Realized (losses) gains on derivative instruments not included in segment income” represents realized gains on foreign currency derivatives related to asset sales, capital expenditures and net investment.

"~~Other costs, net" related primarily to losses on certain indirect tax expenses in Brazil, partially offset by interest income.~~

~~Year Ended March 31, 2015 Compared with the Year Ended March 31, 2014~~

"Net sales" were $11.1 billion, which is higher compared to the prior year. Factors impacting "Net sales" include higher average base aluminum prices, higher local market premiums, an increase in shipments of our can and automotive products, and higher non-FRP shipments, partially offset by the sale of our North American consumer foil operations in the first quarter of the current year.

“Cost of goods sold (exclusive of depreciation and amortization)”" was ~~$9.8 billion, which is~~$10,422 million, an increase of 7%, also ~~higher compared~~related to ~~the prior year. Factors impacting "Cost of goods sold (exclusive of depreciation and amortization)" include higher average base aluminum prices,~~ higher average local market premiums ~~an increase~~and increases in shipments, higher costs related to our strategic expansion projects, cost reductions due to an amendment we made to a non-union retiree medical plan in the prior year, partially offset by higher recycled metal benefits, and the sale of our North American consumer foil operations in the first quarter of fiscal 2015.flat rolled product shipments. Total metal input costs included in "Cost of goods sold (exclusive of depreciation and amortization)”" increased ~~$1.5 billion.~~$522 million.

“"Income before income ~~taxes” for the year ended March 31, 2015~~tax provision" was ~~$162~~$636 million ~~which~~ compared to ~~$115 million reported~~$855 million. The following items also affected "Income before income provision:"

•A "Gain on sale of a business, net" in the prior year ~~ended March 31, 2014. In addition~~of $318 million, related to the ~~factors noted above,~~sale of shares of UAL to Kobe and the ~~following items affected “Income before income taxes:”~~deconsolidation of the remaining assets to form the equity method investment in the prior year;

~~"Selling,~~•An increase in "Selling, general and administrative expenses" ~~decreased $34~~of $36 million primarily ~~due~~related to ~~tighter cost control~~increases in employment related costs, factoring expenses and other business and professional fees;

•"Business acquisition and other integration related costs" of $33 million in the current year ~~and an amendment made~~related to costs associated with our ~~long term incentive plan last year, which resulted in higher benefit costs in the prior year;~~pending acquisition of Aleris;

“Depreciation and amortization” increased by $18 million due to the recent commissioning of some of our global expansion projects, partially offset by accelerated depreciation on certain non-core assets in the prior year;

“•"Restructuring and impairment, ~~net” of $37~~net" decreased $32 million ~~for the year ended March 31, 2015, includes $28 million of charges~~ related to ~~ceasing operations~~the closure of the Ouro Preto smelter in South America, $7 million of severance, contract termination and other restructuring charges in North America, Europe and South America related to past restructuring actions, and $2 million of impairment charges related to certain non-core ~~assets~~operations in ~~North America. In~~Europe during the prior ~~year, we incurred $75 million, primarily related to restructuring actions in South America, Europe,~~fiscal year; and North America and impairment charges in South America. (See Note 2 - Restructuring and impairment to our accompanying consolidated financial statements for further details on restructuring activities);

"Gain on assets held for sale, net" of $22 million for the year ended March 31, 2015, includes $23 million from the sale of our share of the joint venture of the Consorcio Candonga, $7 million from the sale of our consumer foil operations in North America and $6 million from property and mining rights sales in South America. These gains were offset by a $14 million loss on the sale of certain hydroelectric assets in South America. The $6 million gain for the year ended March 31, 2014 relates to the disposal of three foil rolling and packaging operations in Europe;

•"Interest expense and amortization of debt issuance costs" increased ~~$22~~by $13 million primarily due to ~~higher outstanding debt balances;~~increases in LIBOR and increased average borrowings.

~~A $19~~We recognized $202 million ~~gain on business interruption recovery claims for the year ended March 31, 2015 was partially comprised~~ of ~~an insurance settlement~~tax expense, which resulted in ~~a gain~~an effective tax rate of $6 million related to an electrical short circuit impacting a hot mill motor at one of our facilities in our Europe segment in the second quarter of 2015. Additionally, the Logan Aluminum joint venture facility in North America stopped operations in the fourth quarter of fiscal 2015 for approximately three weeks32%. This rate is due to an unexpected failure of a motor, and the partial insurance settlement resulted in a gain of $13 million. The insurance settlement gains partially offset the lost shipments we incurred from these issues; and

~~Unrealized gains on changes in fair value of undesignated derivatives other than foreign currency remeasurement were immaterial for the year ended March 31, 2015 as compared to $10 million of~~tax losses in jurisdictions where we believe it more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded and income taxed at tax rates that differ from the ~~same period~~25% Canadian tax rate, including withholding taxes. We recognized $233 million in the prior ~~year,~~period, which ~~is reported as "Other expense (income), net."~~

~~Our~~resulted in an effective tax rate of 27%. This rate was due to a $77 million expense resulting from the "Gain on sale of a business, net" and losses in jurisdictions where we believe it more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded, offset by a non-cash income tax benefit of $19 million for the year ended March 31, 2015 was 8%, compared to 9% for the year ended March 31, 2014. The effective tax rate in these periods was primarily driven by favorable movement in foreign currency rates on translation and remeasurement of deferred ~~income taxes.~~tax assets and liabilities in accordance with the Tax Cuts and Jobs Act.

~~We reported “Net~~"Net income attributable to our common ~~shareholder” of $148~~shareholder" was $434 million ~~for the year ended March 31, 2015 as~~ compared to ~~$104~~$635 million ~~for the year ended March 31, 2014,~~ primarily as a result of the factors discussed above.

Segment Review

The tables below ~~show~~illustrate selected segment financial information (in millions, except shipments which are in kt). For additional financial information related to our operating segments including the reconciliation of "Net income attributable to our common shareholder" to "Segment income," see Note ~~21 —~~22 – Segment, Geographical Area, Major Customer and Major Supplier Information. In order to reconcile the financial information for the segments shown in the tables below to the relevant U.S. GAAP-based measures, "Eliminations and other" must adjust for proportional consolidation of each line item for our Logan affiliate because we consolidate 100% of the Logan joint venture for U.S. GAAP, but we manage our Logan affiliate on a proportionately consolidated basis, and eliminate intersegment shipments (in kt) ~~and intersegment "Net sales."~~

Selected Operating Results Year Ended March 31, 2015
North
America
Europe Asia
South
America
Eliminations and other Total
Net sales $ 3,483
$ 3,783
$ 2,340
$ 1,850
$ (309 ) $ 11,147
Shipments
Rolled products - third party 1,002
889
701
458
—
3,050
Rolled products - intersegment 5
49
67
32
(153 ) —
Total Rolled Products 1,007
938
768
490
(153 ) 3,050
Non-rolled products 23
215
2
93
(9 ) 324
Total shipments 1,030
1,153
770
583
(162 ) 3,374
.


Selected Operating Results Year Ended March 31, 2014	North America		Europe		Asia		South America		Eliminations and other			Total
Selected Operating Results Fiscal Year Ended March 31, 2019														Selected Operating Results Fiscal Year Ended March 31, 2019	North America		Europe		Asia		South America		Eliminations and other		Total
Net sales	$	3,050	$	3,280	$	1,876	$	1,588	$	(27	)	$	9,767	Net sales	$	4,581	$	3,376	$	2,190	$	2,091	$	88	$	12,326
Shipments														Shipments
Rolled products - third party	956		877		630		432		—			2,895		Rolled products - third party	1,142		896		710		526		—		3,274
Rolled products - intersegment	2		34		10		15		(61		)	—		Rolled products - intersegment	—		22		13		11		(46)		—
Total Rolled Products	958		911		640		447		(61		)	2,895
Total rolled products														Total rolled products	1,142		918		723		537		(46)		3,274
Non-rolled products	36		66		—		87		(23		)	166		Non-rolled products	8		23		6		126		(18)		145
Total shipments	994		977		640		534		(84		)	3,061		Total shipments	1,150		941		729		663		(64)		3,419

Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholder of Novelis Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

~~In our opinion,~~We have audited the accompanying consolidated balance sheets of Novelis Inc. and its subsidiaries ("the Company") as of March 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), ~~shareholder's~~shareholder’s (deficit) equity, and ~~cash flows present fairly, in all material respects, the financial position of Novelis Inc. and its subsidiaries at March 31, 2016 and March 31, 2015, and the results of their operations and their~~ cash flows, for each of the three years in the period ended March 31, ~~2016~~2020, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, ~~2016,~~2020, based on criteria established in Internal Control - Integrated Framework(2013) issued by the ~~Committee of Sponsoring Organizations of~~COSO.

Change in Accounting Principle

As discussed in Note 1 to the ~~Treadway Commission (COSO).~~ consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on ~~these~~the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our ~~integrated~~ audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB and in accordance with standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the consolidated financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, ~~and~~as well as evaluating the overall presentation of the consolidated financial ~~statement presentation.~~statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

~~As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred tax assets~~Report of Independent Registered Public Accounting Firm

Definition and ~~liabilities on the consolidated balance sheet as~~Limitations of ~~March 31, 2016.~~

Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

May ~~10, 2016~~7, 2020

We have served as the Company’s auditor since2006.

Novelis Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

~~(In millions)~~


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Net sales	$	11,217	$	12,326	$	11,462
Cost of goods sold (exclusive of depreciation and amortization)	9,231		10,422		9,700
Selling, general and administrative expenses	498		502		466
Depreciation and amortization	361		350		354
Interest expense and amortization of debt issuance costs	248		268		255
Research and development expenses	84		72		64
Gain on sale of a business, net	—		—		(318)
Loss on extinguishment of debt	71		—		—
Restructuring and impairment, net	43		2		34
Equity in net loss (income) of non-consolidated affiliates	2		(3)		1
Business acquisition and other integration related costs	63		33		—
Other expenses, net	18		44		51
	10,619		11,690		10,607
Income before income tax provision	598		636		855
Income tax provision	178		202		233
Net income	420		434		622
Net loss attributable to noncontrolling interests	—		—		(13)
Net income attributable to our common shareholder	$	420	$	434	$	635

Year Ended
March 31,
2016 2015 2014
Net sales $ 9,872
$ 11,147
$ 9,767
Cost of goods sold (exclusive of depreciation and amortization) 8,727
9,793
8,468
Selling, general and administrative expenses 407
427
461
Depreciation and amortization 353
352
334
Interest expense and amortization of debt issuance costs 327
326
304
Research and development expenses 54
50
45
Gain on assets held for sale —
(22 ) (6 )
Loss on extinguishment of debt 13
—
—
Restructuring and impairment, net 48
37
75
Equity in net loss of non-consolidated affiliates 3
5
12
Other (income) expense, net (68 ) 17
(41 )
9,864
10,985
9,652
Income before income taxes 8
162
115
Income tax provision 46
14
11
Net (loss) income (38 ) 148
104
Net income attributable to noncontrolling interests —
—
—
Net (loss) income attributable to our common shareholder $ (38 ) $ 148
$ 104
—————

See accompanying notes to the consolidated financial statements.

Novelis Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

~~(In millions)~~


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Net income	$	420	$	434	$	622
Other comprehensive income (loss):
Currency translation adjustment	(73)		(171)		191
Net change in fair value of effective portion of hedges	(10)		(70)		109
Net change in pension and other benefits	(73)		(8)		12
Other comprehensive (loss) income before income tax effect	(156)		(249)		312
Income tax (benefit) provision related to items of other comprehensive income	(26)		(22)		34
Other comprehensive (loss) income, net of tax	(130)		(227)		278
Comprehensive income	290		207		900
Comprehensive (loss) income attributable to noncontrolling interest, net of tax	(16)		2		(19)
Comprehensive income attributable to our common shareholder	$	306	$	205	$	919

Year Ended
March 31,
2016 2015 2014
Net (loss) income $ (38 ) $ 148
$ 104
Other comprehensive income (loss):
Currency translation adjustment 17
(304 ) 120
Change in fair value of effective portion of hedges, net 60
(44 ) (21 )
Change in pension and other benefits, net (33 ) (209 ) 120
Other comprehensive income (loss) before income tax effect 44
(557 ) 219
Income tax (benefit) provision related to items of other comprehensive income (loss) (6 ) (72 ) 44
Other comprehensive income (loss), net of tax 50
(485 ) 175
Comprehensive income (loss) $ 12
$ (337 ) $ 279
Less: Comprehensive loss attributable to noncontrolling interest, net of tax (11 ) (15 ) (2 )
Comprehensive income (loss) attributable to our common shareholder $ 23
$ (322 ) $ 281
—————

See accompanying notes to the consolidated financial statements.

Novelis Inc.

CONSOLIDATED BALANCE SHEETS

(In millions, except number of shares) March 31,
2016 2015
ASSETS
Current assets
Cash and cash equivalents $ 556
$ 628
Accounts receivable, net
— third parties (net of uncollectible accounts of $3 as of March 31, 2016 and 2015) 956
1,289
— related parties 59
53
Inventories 1,180
1,431
Prepaid expenses and other current assets 127
112
Fair value of derivative instruments 88
77
Deferred income tax assets —
79
Assets held for sale 5
6
Total current assets 2,971
3,675
Property, plant and equipment, net 3,506
3,542
Goodwill 607
607
Intangible assets, net 523
584
Investment in and advances to non–consolidated affiliate 488
447
Deferred income tax assets 87
95
Other long–term assets
— third parties 112
137
— related parties 16
15
Total assets $ 8,310
$ 9,102
LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities
Current portion of long–term debt $ 47
$ 108
Short–term borrowings 579
846
Accounts payable
— third parties 1,506
1,854
— related parties 48
44
Fair value of derivative instruments 85
149
Accrued expenses and other current liabilities
569
572
Deferred income tax liabilities —
20
Total current liabilities 2,834
3,593
Long–term debt, net of current portion 4,451
4,349
Deferred income tax liabilities 89
261
Accrued postretirement benefits 820
748
Other long–term liabilities 175
221
Total liabilities 8,369
9,172
Commitments and contingencies

Shareholder’s deficit
Common stock, no par value; unlimited number of shares authorized; 1,000 shares issued and outstanding as of March 31, 2016 and 2015 —
—
Additional paid–in capital 1,404
1,404
Accumulated deficit (963 ) (925 )
Accumulated other comprehensive loss (500 ) (561 )
Total deficit of our common shareholder (59 ) (82 )
Noncontrolling interests —
12
Total deficit (59 ) (70 )
Total liabilities and deficit $ 8,310
$ 9,102


	March 31,
in millions, except number of shares	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	2,392	$	950
Accounts receivable, net
— third parties (net of allowance for doubtful accounts of $8 and $7 as of March 31, 2020 and March 31, 2019, respectively)	1,067		1,417
— related parties	164		164
Inventories	1,409		1,460
Prepaid expenses and other current assets	145		121
Fair value of derivative instruments	202		70

Assets held for sale	5		3
Total current assets	5,384		4,185
Property, plant and equipment, net	3,580		3,390
Goodwill	607		607
Intangible assets, net	299		351
Investment in and advances to non–consolidated affiliates	760		792
Deferred income tax assets	140		142
Other long–term assets	219		101
Total assets	$	10,989	$	9,568

LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Current portion of long–term debt	$	19	$	19
Short–term borrowings	176		39
Accounts payable
— third parties	1,732		1,986
— related parties	176		175
Fair value of derivative instruments	214		87
Accrued expenses and other current liabilities	613		616


Total current liabilities	2,930		2,922
Long–term debt, net of current portion	5,345		4,328
Deferred income tax liabilities	194		223
Accrued postretirement benefits	930		844
Other long–term liabilities	229		180
Total liabilities	9,628		8,497
Commitments and contingencies
Shareholder’s equity:
Common stock, no par value; Unlimited number of shares authorized; 1,000 shares issued and outstanding as of March 31, 2020 and March 31, 2019	—		—
Additional paid–in capital	1,404		1,404
Retained earnings	628		208
Accumulated other comprehensive loss	(620)		(506)
Total equity of our common shareholder	1,412		1,106
Noncontrolling interests	(51)		(35)
Total equity	1,361		1,071
Total liabilities and equity	$	10,989	$	9,568

—————

See accompanying notes to the consolidated financial statements. Refer to Note 8 – Consolidation for information on our consolidated variable interest entity (VIE).

Novelis Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
OPERATING ACTIVITIES
Net income	$	420	$	434	$	622
Adjustments to determine net cash provided by operating activities:
Depreciation and amortization	361		350		354
(Gain) loss on unrealized derivatives and other realized derivatives in investing activities, net	(4)		(6)		15

Gain on sale of business	—		—		(318)
Loss on sale of assets	1		6		7
Impairment charges	18		—		15
Loss on extinguishment of debt	71		—		—
Deferred income taxes	—		50		41

Equity in net loss (income) of non-consolidated affiliates	2		(3)		1
Gain on foreign exchange remeasurement of debt	—		—		(2)
Amortization of debt issuance costs and carrying value adjustments	17		17		19
Other, net	2		(1)		1
Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):
Accounts receivable	304		(71)		(415)
Inventories	23		32		(151)
Accounts payable	(182)		(74)		336
Other assets	(62)		(10)		16
Other liabilities	(9)		4		32




Net cash provided by operating activities	962		728		573
INVESTING ACTIVITIES
Capital expenditures	(599)		(351)		(226)
Acquisition of assets under a capital lease	—		(239)		—
Proceeds from sales of assets, third party, net of transaction fees and hedging	3		2		2
Proceeds from the sale of a business	—		—		314
Proceeds from investment in and advances to non-consolidated affiliates, net	3		12		16
Proceeds (outflows) from settlement of derivative instruments, net	5		7		(23)
Other	13		12		13
Net cash (used in) provided by investing activities	(575)		(557)		96
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings	1,696		—		—
Principal payments of long-term and short-term borrowings	(1,225)		(112)		(174)
Revolving credit facilities and other, net	633		(2)		(211)
Debt issuance costs	(40)		(4)		(5)
Net cash provided by (used in) financing activities	1,064		(118)		(390)
Net increase in cash and cash equivalents and restricted cash	1,451		53		279
Effect of exchange rate changes on cash	(9)		(25)		47
Cash, cash equivalents and restricted cash — beginning of period	960		932		606
Cash, cash equivalents and restricted cash — end of period	$	2,402	$	960	$	932

Cash and cash equivalents	$	2,392	$	950	$	920
Restricted cash (included in "Other long–term assets")	10		10		12

Cash, cash equivalents and restricted cash — end of period	$	2,402	$	960	$	932

Supplemental Disclosures:
Interest paid	$	222	$	248	$	254
Income taxes paid	172		159		191
Accrued capital expenditures as of March 31	100		136		53

—————

See accompanying notes to the consolidated financial statements.

Novelis Inc.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

~~(In millions)~~

SHAREHOLDER’S (DEFICIT) EQUITY

Year Ended
March 31,
2016 2015 2014
OPERATING ACTIVITIES
Net (loss) income $ (38 ) $ 148
$ 104
Adjustments to determine net cash provided by operating activities:
Depreciation and amortization 353
352
334
(Gain) loss on unrealized derivatives and other realized derivatives in investing activities, net (27 ) 39
(3 )
Gain on assets held for sale —
(22 ) (6 )
Loss on sale of assets 4
5
9
Impairment charges 25
7
24
Loss on extinguishment of debt 13
—
—
Deferred income taxes (93 ) (88 ) (129 )
Amortization of fair value adjustments, net 11
10
12
Equity in net loss of non-consolidated affiliates 3
5
12
Gain on foreign exchange remeasurement of debt (2 ) (5 ) (2 )
Amortization of debt issuance costs and carrying value adjustments 19
25
26
Other, net —
1
(4 )
Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):
Accounts receivable 336
(54 ) 106
Inventories 268
(390 ) 17
Accounts payable (327 ) 578
159
Other current assets (12 ) (27 ) —
Other current liabilities 7
66
32
Other noncurrent assets 20
7
(9 )
Other noncurrent liabilities (19 ) (53 ) 20
Net cash provided by operating activities 541
604
702
INVESTING ACTIVITIES
Capital expenditures (370 ) (518 ) (717 )
Proceeds from sales of assets, third party, net of transaction fees and hedging 3
117
8
Proceeds from the sale of assets, related party, net of transaction fees —
—
8
Outflows from investment in and advances to non-consolidated affiliates, net (2 ) (20 ) (16 )
(Outflows) proceeds from settlement of other undesignated derivative instruments, net (9 ) 5
15
Net cash used in investing activities (378 ) (416 ) (702 )
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings 174
362
169
Principal payments of long-term and short-term borrowings (216 ) (324 ) (164 )
Revolving credit facilities and other, net (187 ) 160
208
Return of capital to our common shareholder —
(250 ) —
Dividends, noncontrolling interest (1 ) (1 ) —
Debt issuance costs (15 ) (3 ) (8 )
Net cash (used in) provided by financing activities (245 ) (56 ) 205
Net (decrease) increase in cash and cash equivalents (82 ) 132
205
Effect of exchange rate changes on cash 10
(13 ) 3
Cash and cash equivalents — beginning of period 628
509
301
Cash and cash equivalents — end of period $ 556
$ 628
$ 509


	(Deficit) Equity of our Common Shareholder
	Common Stock
in millions, except number of shares	Shares	Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss (AOCI)		Non- Controlling Interests		Total (Deficit) Equity
Balance as of March 31, 2017	1,000	$	—	$	1,404	$	(913)	$	(545)	$	(18)	$	(72)
Net income attributable to our common shareholder	—	—		—		635		—		—		635
Net loss attributable to noncontrolling interests	—	—		—		—		—		(13)		(13)
Currency translation adjustment, included in AOCI	—	—		—		—		191		—		191
Change in fair value of effective portion of hedges, net of tax provision of $32 million included in AOCI	—	—		—		—		77		—		77
Change in pension and other benefits, net of tax provision of $2 million included in AOCI	—	—		—		—		16		(6)		10
Balance as of March 31, 2018	1,000	—		1,404		(278)		(261)		(37)		828
Adoption of accounting standards updates (See Note 1)	—	—		—		52		(16)		—		36
Balance as of April 1, 2018	1,000	—		1,404		(226)		(277)		(37)		864
Net income attributable to our common shareholder	—	—		—		434		—		—		434
Currency translation adjustment, included in AOCI	—	—		—		—		(171)		—		(171)
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $20 million included in AOCI	—	—		—		—		(50)		—		(50)
Change in pension and other benefits, net of tax benefit of $2 million included in AOCI	—	—		—		—		(8)		2		(6)
Balance as of March 31, 2019	1,000	—		1,404		208		(506)		(35)		1,071
Net income attributable to our common shareholder	—	—		—		420		—		—		420
Currency translation adjustment, included in AOCI	—	—		—		—		(73)		—		(73)
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $6 million included in AOCI	—	—		—		—		(4)		—		(4)
Change in pension and other benefits, net of tax benefit of $20 million included in AOCI	—	—		—		—		(37)		(16)		(53)
Balance as of March 31, 2020	1,000	$	—	$	1,404	$	628	$	(620)	$	(51)	$	1,361

—————

See accompanying notes to the consolidated financial statements.

~~Novelis Inc.~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDER’S (DEFICIT) EQUITY~~

~~(In millions, except number of shares)~~

(Deficit) Equity of our Common Shareholder
Common Stock
Shares Amount
Additional
Paid-in
Capital

Retained
Earnings/
(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Income (Loss)
(AOCI)

Non-
Controlling
Interests

Total
(Deficit) Equity
Balance as of March 31, 2013 1,000
$ —
$ 1,654
$ (1,177 ) $ (268 ) $ 30
$ 239
Net income attributable to our common shareholder —
—
—
104
—
—
104
Currency translation adjustment, net of tax provision of $— in AOCI —
—
—
—
122
(2 ) 120
Change in fair value of effective portion of hedges, net of tax provision of $3 included in AOCI —
—
—
—
(18 ) —
(18 )
Change in pension and other benefits, net of tax benefit of $47 included in AOCI —
—
—
—
73
—
73
Return of capital —
—
(250 ) —
—
—
(250 )
Balance as of March 31, 2014 1,000
—
1,404
(1,073 ) (91 ) 28
268
Net income attributable to our common shareholder —
—
—
148
—
—
148
Currency translation adjustment, net of tax provision of $ — included in AOCI —
—
—
—
(302 ) (2 ) (304 )
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $1 million included in AOCI —
—
—
—
(43 ) —
(43 )
Change in pension and other benefits, net of tax benefit of $71 million included in AOCI —
—
—
—
(125 ) (13 ) (138 )
Noncontrolling interests cash dividends declared —
—
—
—
—
(1 ) (1 )
Balance as of March 31, 2015 1,000
—
1,404
(925 ) (561 ) 12
(70 )
Net loss attributable to our common shareholder —
—
—
(38 ) —
—
(38 )
Currency translation adjustment, net of tax provision of $ - million included in AOCI —
—
—
—
17
—
17
Change in fair value of effective portion of cash flow hedges, net of tax provision of $8 million included in AOCI —
—
—
—
52
—
52
Change in pension and other benefits, net of tax benefit of $14 million included in AOCI —
—
—
—
(8 ) (11 ) (19 )
Noncontrolling interests cash dividends declared —
—
—
—
—
(1 ) (1 )
Balance as of March 31, 2016 1,000
$ —
$ 1,404
$ (963 ) $ (500 ) $ —
$ (59 )

~~See accompanying notes to the consolidated financial statements.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~References~~In this Annual Report on Form 10-K (Form 10-K), references herein to ~~“Novelis,”~~"Novelis," the ~~“Company,” “we,” “our,”~~"Company," "we," "our," or ~~“us”~~"us" refer to Novelis Inc. and its subsidiaries unless the context specifically indicates otherwise. References herein to ~~“Hindalco”~~"Hindalco" refer to Hindalco Industries Limited. Hindalco acquired Novelis in May 2007. All of the common shares of Novelis are owned directly by AV Metals Inc. and indirectly by Hindalco Industries Limited. Unless otherwise specified, the period referenced is the current fiscal year. Reference to fiscal 2020, fiscal 2019, or fiscal 2018 refers to the fiscal year ended March 31, 2020, 2019, or 2018, respectively.

Organization and Description of Business

We produce aluminum sheet and light gauge products for use in the packaging market, which includes beverage and food can and foil products, as well as for use in the automotive, transportation, electronics, architectural, and industrial product markets. We have recycling operations in many of our plants to recycle post-consumer aluminum, such as used-beverage cans and post-industrial aluminum, such as class scrap. As of March 31, ~~2016~~,2020, we had manufacturing operations in ~~eleven~~9 countries on ~~four~~4 continents: North America, South America, Asia, and Europe, through 2522 operating facilities, including recycling operations in ~~eleven~~12 of these plants.

Consolidation Policy

Our consolidated financial statements include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control, and entities in which we have a controlling financial interest or are deemed to be the primary beneficiary. We eliminate ~~all significant~~ intercompany accounts and transactions from our consolidated financial statements.

We use the equity method to account for our investments in entities that we do not control, but where we have the ability to exercise significant influence over operating and financial policies. Consolidated ~~“Net (loss)~~"Net income attributable to our common ~~shareholder”~~shareholder" includes our share of net income (loss) of these entities. The difference between consolidation and the equity method impacts certain of our financial ratios because of the presentation of the detailed line items reported in the consolidated financial statements for consolidated entities, compared to a two-line presentation of "Investment in and advances to non-consolidated affiliates" and "Equity in net (income) loss of non-consolidated affiliates."

Use of Estimates and Assumptions

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The principal areas of judgment relate to (1) ~~the fair value of derivative financial instruments; (2)~~ impairment of goodwill; ~~(3)~~(2) impairment of long lived assets and other intangible assets; ~~(4)~~(3) impairment ~~and assessment of consolidation~~ of equity investments; ~~(5)~~(4) actuarial assumptions related to pension and other postretirement benefit plans; ~~(6)~~(5) tax uncertainties and valuation allowances; ~~and (7)~~(6) assessment of loss contingencies, including environmental and litigation ~~liabilities.~~liabilities; and (7) the fair value of derivative financial instruments. Future events and their effects cannot be predicted with certainty, and accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluations. Actual results could differ from the estimates we have used.

Reclassifications and Revisions of Previously Issued Financial Statements

Certain prior period amounts have been reclassified to conform with current period presentations or as a result of recently adopted accounting standards, as discussed below.

During the preparation of the consolidated financial statements for fiscal 2020, we identified a misstatement related to the sale of land within previously issued Form 10-Ks for the years ended March 31, 2019, March 31, 2018 and March 31, 2017. The previously disclosed amounts for "Property, plant and equipment, net" and "Retained earnings" were understated by $5 million as of March 31, 2019, March 31, 2018, and March 31, 2017.

We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued financial statements for the years ended March 31, 2019, March 31, 2018, and March 31, 2017 and that amendments of previously filed financial statements were therefore not required. However, we elected to revise the previously reported amounts in the consolidated balance sheets, consolidated statements of shareholder's (deficit) equity, and notes to the consolidated financial statements for the impacted periods, as applicable, to correct the misstatement. There was no impact on the consolidated statements of cash flows or consolidated statements of operations for the years ended March 31, 2019 or March 31, 2018.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Risks and Uncertainties

We are exposed to a number of risks in the normal course of our operations that could potentially affect our financial position, results of operations, and cash flows.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Laws and regulations

We operate in an industry that is subject to a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we operate. These laws and regulations impose increasingly stringent environmental, health and safety protection standards and permitting requirements regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, the remediation of environmental contamination, post-mining reclamation and working conditions for our employees. Some environmental laws, such as the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, also known as CERCLA or Superfund, and comparable state laws, impose joint and several liability for the cost of environmental remediation, natural resource damages, third party claims, and other expenses, without regard to the fault or the legality of the original conduct.

The costs of complying with these laws and regulations, including participation in assessments and remediation of contaminated sites and installation of pollution control facilities, have been, and in the future could be, significant. In addition, these laws and regulations may also result in substantial environmental liabilities associated with divested assets, third party locations and past activities. In certain instances, these costs and liabilities, as well as related action to be taken by us, could be accelerated or increased if we were to close, divest of or change the principal use of certain facilities with respect to which we may have environmental liabilities or remediation obligations. Currently, we are involved in a number of compliance efforts, remediation activities and legal proceedings concerning environmental matters, including certain activities and proceedings arising under U.S. Superfund and comparable laws in other jurisdictions where we have operations.

We have established liabilities for environmental remediation where appropriate. However, the cost of addressing environmental matters (including the timing of any charges related thereto) cannot be predicted with certainty, and these liabilities may not ultimately be adequate, especially in light of potential changes in environmental conditions, changing interpretations of laws and regulations by regulators and courts, the discovery of previously unknown environmental conditions, the risk of governmental orders to carry out additional compliance on certain sites not initially included in remediation in progress, our potential liability to remediate sites for which provisions have not been previously established and the adoption of more stringent environmental laws. Such future developments could result in increased environmental costs and liabilities and could require significant capital expenditures, any of which could have a material adverse effect on our financial position or results of operations or cash flows. Furthermore, the failure to comply with our obligations under the environmental laws and regulations could subject us to administrative, civil or criminal penalties, obligations to pay damages or other costs, and injunctions or other orders, including orders to cease operations. In addition, the presence of environmental contamination at our properties could adversely affect our ability to sell a property, receive full value for a property or use a property as collateral for a loan.

Some of our current and potential operations are located or could be located in or near communities that may regard such operations as having a detrimental effect on their social and economic circumstances. Environmental laws typically provide for participation in permitting decisions, site remediation decisions and other matters. Concern about environmental justice issues may affect our operations. Should such community objections be presented to government officials, the consequences of such a development may have a material adverse impact upon the profitability or, in extreme cases, the viability of an operation. In addition, such developments may adversely affect our ability to expand or enter into new operations in such location or elsewhere and may also have an effect on the cost of our environmental remediation projects.

We use a variety of hazardous materials and chemicals in our rolling processes and in connection with maintenance work on our manufacturing facilities. Because of the nature of these substances or related residues, we may be liable for certain costs, including, among others, costs for health-related claims or removal or re-treatment of such substances. Certain of our current and former facilities incorporated asbestos-containing materials, a hazardous substance that has been the subject of health-related claims for occupation exposure. In addition, although we have developed environmental, health and safety programs for our employees, including measures to reduce employee exposure to hazardous substances, and conduct regular assessments at our facilities, we are currently, and in the future may be, involved in claims and litigation filed on behalf of persons alleging injury predominantly as a result of occupational exposure to substances at our current or former facilities. It is not possible to predict the ultimate outcome of these claims and lawsuits due to the unpredictable nature of personal injury litigation. If these claims and lawsuits, individually or in the aggregate, were finally resolved against us, our financial position, results of operations and cash flows could be adversely affected.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Materials and labor

In the aluminum rolled products industry, our raw materials are subject to continuous price volatility. We may not be able to pass on the entire cost of the increases to our customers or offset fully the effects of higher raw material costs through productivity improvements, which may cause our profitability to decline. In addition, there is a potential time lag between changes in prices under our purchase contracts and the point when we can implement a corresponding change under our sales contracts with our customers. As a result, we could be exposed to fluctuations in raw materials prices which could have a material adverse effect on our financial position, results of operations and cash flows. Significant price increases may result in our ~~customers’~~customers substituting other materials, such as plastic or glass, for aluminum or switching to another aluminum rolled products producer, which could have a material adverse effect on our financial position, results of operations and cash flows.

We consume substantial amounts of energy in our rolling operations and our cast house operations. The factors that affect our energy costs and supply reliability tend to be specific to each of our facilities. A number of factors could materially adversely affect our energy position including, but not limited to: (a) increases in the cost of natural gas; (b) increases in the cost of supplied electricity or fuel oil related to transportation; (c) interruptions in energy supply due to equipment failure or other causes and (d) the inability to extend energy supply contracts upon expiration on ~~economical~~favorable terms. A significant increase in energy costs or disruption of energy supplies or supply arrangements could have a material adverse effect on our financial position, results of operations and cash flows.

A substantial portion of our employees are represented by labor unions under a large number of collective bargaining agreements with varying durations and expiration dates. WeAlthough we have not experienced a strike or work stoppage in recent years, we may not be successful in preventing such an event from occurring in the future at one or more of our manufacturing facilities. In addition, we may not be able to satisfactorily renegotiate our collective bargaining agreements when they expire. ~~In addition, existing collective bargaining agreements may not prevent a strike~~Any work stoppages or ~~work stoppage at our facilities~~material changes in the ~~future, and any such work stoppage~~terms of our labor agreements could have ~~a material~~an adverse ~~effect~~impact on our financial ~~position, results of operations and cash flows.~~condition.

Geographic markets

We are, and will continue to be, subject to financial, political, economic and business risks in connection with our global operations. We have made investments and carry on production activities in various emerging markets, including China, Brazil and South Korea, ~~and Malaysia,~~ and we market our products in these countries, as well as certain other countries in Asia, Africa, and the Middle East. While we anticipate higher growth or attractive production opportunities from these emerging markets, they also present a higher degree of risk than more developed markets. In addition to the business risks inherent in developing and servicing new markets, economic conditions may be more volatile, legal and regulatory systems may be less developed and predictable, and the possibility of various types of adverse governmental action may be more pronounced. In addition, inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems could affect our revenues, expenses and results of operations. Our operations could also be adversely affected by acts of war, terrorism or the threat of any of these events as well as government actions such as controls on imports, exports and prices, tariffs, new forms of taxation, changes in fiscal regimes and increased government regulation in the countries in which we operate or service customers. Unexpected or uncontrollable events or circumstances in any of these markets could have a material adverse effect on our financial position, results of operations and cash flows.

Other risks and uncertainties

In addition, refer to Note ~~17 —~~16 – Financial Instruments and Commodity Contracts, Note 18 – Fair Value Measurements, ~~and~~ Note ~~20 —~~21 – Commitments and Contingencies, and Note 24 – Subsequent Events for a discussion of financial instruments, ~~and~~ commitments and ~~contingencies.~~contingencies, and COVID-19.

~~Revenue Recognition~~Net Sales

We recognize ~~sales when the~~ revenue ~~is realized or realizable, and has been earned. We record sales when a firm sales agreement is~~ in ~~place, delivery has occurred and collectability of the fixed or determinable sales price is reasonably assured.~~

~~We recognize product~~accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 2 – Revenue from Contracts with Customers for additional information on our revenue net of trade discounts, allowances, and estimated billing adjustments, in the reporting period in which the products are shipped and the title and risk of ownership pass to the customer. We sell most of our products under contracts based on a “conversion premium,” which is subject to periodic adjustments based on market factors. As a result, the aluminum price risk is largely absorbed by the customer. In situations where we offer customers fixed prices for future delivery of our products, we enter into derivative instruments for all or a portion of the cost of metal inputs to protect our profit on the conversion of the product.

Shipping and handling amounts we bill to our customers are included in “Net sales” and the related shipping and handling costs we incur are included in “Cost of goods sold (exclusive of depreciation and amortization).”

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Our customers can receive or earn certain incentives including, but not limited to, contract signing bonuses, cash discounts, volume based incentive programs, and support for infrastructure programs. The incentives are recorded as reductions to "Net sales," and are recognized over the minimum contractual period in which the customer is obligated to make purchases from Novelis. For incentives that must be earned, management must make estimates related to customer performance and sales volume to determine the total amounts earned and to be recorded as reductions to "Net sales." In making these estimates, management considers historical results. The actual amounts may differ from these estimates.

On occasion, and in an attempt to better manage inventory levels, we sell inventory to third parties and have agreed to repurchase the same or similar inventory back from the third parties over a future period, based on market prices at the time of repurchase. For transactions in which the Company sells inventory and agrees to repurchase at a later date, we record the initial sale of the inventory on a net basis in our consolidated statement of operations through "Cost of goods sold (exclusive of depreciation and amortization)." Upon repurchase, the Company accounts for the inventory at the reacquisition price which becomes an input to our moving average inventory cost basis.recognition policies.

Cost of Goods Sold (Exclusive of Depreciation and Amortization)

“"Cost of goods sold (exclusive of depreciation and amortization)”" includes all costs associated with inventories, including the procurement of materials, the conversion of such materials into finished products, and the costs of warehousing and distributing finished goods to customers. Material procurement costs include inbound freight charges as well as purchasing, receiving, inspection and storage costs. Conversion costs include the costs of direct production inputs such as labor and energy, as well as allocated overheads from indirect production centers and plant administrative support areas. Warehousing and distribution costs include inside and outside storage costs, outbound freight charges and the costs of internal transfers.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Selling, General and Administrative Expenses

“"Selling, general and administrative ~~expenses”~~expenses" include selling, marketing and advertising expenses; salaries, travel and office expenses of administrative employees and contractors; legal and professional fees; software license fees; bad debt expenses; and factoring expenses.

Research and Development

We incur costs in connection with research and development programs that are expected to contribute to future earnings, and charge such costs against income as incurred. Research and development costs consist primarily of salaries and administrative costs.

Restructuring Activities

Restructuring charges, which are recorded within ~~“Restructuring~~"Restructuring and impairment, net," include employee severance and benefit costs, impairments of assets, and other costs associated with exit activities. Restructuring costs are determined based on estimates prepared at the time the restructuring actions were approved by management and are periodically updated for changes. Restructuring costs include expenses that are recorded through the restructuring liability. We apply the provisions of ASC 420, Exit or Disposal Cost Obligations ~~(ASC 420).~~ and ASC 712, Compensation — Nonretirement Postemployment Benefits. Severance costs accounted for under ASC 420 and/or ASC 712 are recognized when management with the proper level of authority has committed to a restructuring plan and communicated those actions to employees. Impairment losses are based upon the estimated fair value less costs to sell, with fair value estimated based on existing market prices for similar assets. Other exit costs include environmental remediation costs and contract termination costs, primarily related to equipment and facility lease obligations. At each reporting date, we evaluate the accruals for restructuring costs to ensure the accruals are still appropriate. See Note ~~2 —~~3 – Restructuring and Impairment for further discussion.

Business Acquisition and Other Integration Related Costs

"Business acquisition and other integration related costs" include expenses associated with the acquisition of Aleris Corporation (Aleris), which closed on April 14, 2020. The expenses consist of the costs incurred related to the transaction and to the integration of Aleris subsequent to the acquisition. See Note 24 – Subsequent Events for further details about the transaction.

Carbon Emission Allowances

Emission allowances are recognized when there is reasonable assurance that we will comply with the respective conditions required and that the allowances, or grants, will be received. The allowances are recognized as income over the respective periods in which the intended expenses are offset. We recognize emission allowances as non-amortizing intangible assets since the allowance benefit is an offset against a future expense demonstrating compliance with the respective regulation, and never received in the form of cash. Although the intangible is not amortized, it is subject to impairment under the indefinite lived intangible asset impairment model. The intangible asset is recognized at nominal value once we have satisfied all requirements, are granted the allowance(s) and are able to exercise control. Any excess credits are accrued.

Cash and Cash Equivalents

“"Cash and cash ~~equivalents”~~equivalents" includes investments that are highly liquid and have maturities of three months or less when purchased. The carrying values of cash and cash equivalents approximate their fair value due to the short-term nature of these instruments.

We maintain amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and we have not experienced any losses on such deposits.

Restricted Cash

Restricted cash is comprised of cash deposits for employee benefits and is disclosed on the consolidated statement of cash flows. Restricted cash is included in "Other long–term assets" on the consolidated balance sheet.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Accounts Receivable

Our accounts receivable are geographically dispersed. We do not obtain collateral relating to our accounts receivable. We do not believe there are any significant concentrations of revenues from any particular customer or group of customers that would subject us to any significant credit risks in the collection of our accounts receivable. We report accounts receivable at the estimated net realizable amount we expect to collect from our customers.

Additions to the allowance for doubtful accounts are made by means of the provision for doubtful accounts. We write-off uncollectible accounts receivable against the allowance for doubtful accounts after exhausting collection efforts. For each of the periods presented, we performed an analysis of our historical cash collection patterns and considered the impact of any known material events in determining the allowance for doubtful accounts. See Note ~~3 —~~4 – Accounts Receivable for further discussion.

Derivative Instruments

We hold derivatives for risk management purposes and not for trading. We use derivatives to mitigate uncertainty and volatility caused by underlying exposures to aluminum prices, foreign exchange rates, interest rates, and energy prices. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date and are reported gross.

We may be exposed to losses in the future if the counterparties to our derivative contracts fail to perform. We are satisfied that the risk of such non-performance is remote due to our monitoring of credit exposures. Additionally, we enter into master netting agreements with contractual provisions that allow for netting of counterparty positions in case of default, and we do not face credit contingent provisions that would result in the posting of collateral.

In accordance with ASU 2017-12 Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, for cash flow hedges we recognize and defer the entire periodic change in the fair value of the hedging instrument in other comprehensive income (loss). The amounts recorded in other comprehensive income (loss) are subsequently reclassified to earnings in the same line item impacted by the hedged item when the hedged item affects earnings.

For derivatives designated as cash flow hedges or net investment hedges, we assess hedge effectiveness by formally evaluating the high correlation of the expected future cash flows of the hedged item and the derivative hedging instrument. The ~~effective portion~~entire change in the fair value of ~~gain or loss on~~ the ~~derivative~~hedging instrument included in the assessment of hedge effectiveness is included in other comprehensive income (OCI) and reclassified to earnings in the period in which earnings are impacted by the hedged items or in the period that the transaction becomes probable of not occurring. Gains or losses representing reclassifications of OCI to earnings are recognized in the same line item ~~most reflective of~~that is impacted by the underlying ~~risk~~ exposure. We exclude the time value component of foreign currency and aluminum price risk hedges when measuring and assessing ~~ineffectiveness~~effectiveness to align our accounting policy with risk management objectives when it is necessary. If at any time during the life of a cash flow hedge relationship we determine that the relationship is no longer effective, the derivative will no longer be designated as a cash flow hedge and future gains or losses on the derivative will be recognized in ~~“Other (income) expense,~~"Other expenses, net.”"

For derivatives designated as fair value hedges, we assess hedge effectiveness by formally evaluating the high correlation of changes in the fair value of the hedged item and the derivative hedging instrument. The changes in the fair values of the underlying hedged items are reported in "Prepaid expenses and other current assets," "Other long-term assets", "Accrued expenses and other current liabilities," and "Other long-term liabilities" in the consolidated balance sheets. Changes in the fair values of these derivatives and underlying hedged items generally offset, and the ~~effective portion~~entire change in the fair value of derivatives is recorded in ~~"Net sales"~~the statement of operations line item consistent with the underlying hedged ~~item and the net ineffectiveness is recorded in "Other (income) expense, net."~~item.

If no hedging relationship is designated, gains or losses are recognized in ~~“Other (income) expense, net”~~"Other expenses, net" in our current period earnings.

Consistent with the cash flows from the underlying risk exposure, we classify cash settlement amounts associated with designated derivatives as part of either operating or investing activities in the consolidated statements of cash flows. If no hedging relationship is designated, we classify cash settlement amounts as part of investing activities in the consolidated statement of cash flows.

The majority of our derivative contracts are valued using industry-standard models that use observable market inputs as their basis, such as time value, forward interest rates, volatility factors, and current (spot) and forward market prices for commodity and foreign exchange rates. See Note ~~15 —~~16 – Financial Instruments and Commodity Contracts and Note ~~17 —~~18 – Fair Value Measurements for additional discussion related to derivative instruments.

Inventories

We carry our inventories at the lower of their cost or ~~market~~net realizable value, reduced for obsolete and excess inventory. We use the average cost method to determine cost. Included in inventories are stores inventories, which are carried at average cost. See Note ~~4 —~~5 – Inventories for further discussion.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Property, Plant and Equipment

We record land, buildings, leasehold improvements, and machinery and equipment at cost. We record assets under capital lease obligations at the lower of their fair value or the present value of the aggregate future minimum lease payments as of the beginning of the lease term. We generally depreciate our assets using the straight-line method over the shorter of the estimated useful life of the assets or the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. See Note 6 —– Property, Plant and Equipment for further discussion. We assign useful lives to and depreciate major components of our property, plant and equipment.

The ranges of estimated useful lives are as follows:



		Years
Buildings	30 to 40
Leasehold improvements	7 to 20
Machinery and equipment	2 to 25
Furniture, fixtures and equipment	3 to 10
Equipment under ~~capital~~finance lease obligations	5 to 15

~~As noted above, our machinery and equipment have useful lives of 2 to 25 years.~~ Most of our large scale machinery, including hot mills, cold mills, continuous casting mills, furnaces and finishing mills have useful lives of 15 to 25 years. Supporting machinery and equipment, including automation and work rolls, have useful lives of 2 to 15 years.

Maintenance and repairs of property and equipment are expensed as incurred. We capitalize replacements and improvements that increase the estimated useful life of an asset, and we capitalize interest on major construction and development projects while in progress. Capitalized interest costs are included in property, plant and equipment and are depreciated over the useful life of the related asset.

We retain fully depreciated assets in property and accumulated depreciation accounts until we remove them from service. In the case of sale, retirement or disposal, the asset cost and related accumulated depreciation balances are removed from the respective accounts, and the resulting net amount, after consideration of any proceeds, is included as a gain or loss in ~~“Other (income) expense, net”~~"Other expenses, net" or ~~"(Gain) loss~~"Gain on assets held for sale" in our consolidated statements of operations.

We account for operating leases under the provisions of ASC ~~840,~~ 842, Leases. ~~These pronouncements require~~ This pronouncement requires us to recognize escalating rents, including any rent holidays, on a straight-line basis over the term of the lease for those lease agreements where we receive the right to control the use of the entire leased property at the beginning of the lease term.

Goodwill

We test for impairment at least annually as of the last day ~~of February~~ of each fiscal year, unless a triggering event occurs that would require an interim impairment assessment. We do not aggregate components of operating segments to arrive at our reporting units and, as such, our reporting units are the same as our operating segments.

In performing our goodwill impairment test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we perform a qualitative assessment and determine that an impairment is more likely than not, then we perform the two-step quantitative impairment test, otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment assessment will be the same whether we choose to perform the qualitative assessment or proceed directly to the two-step quantitative impairment test.

For the years ended March 31, ~~2016, 2015~~2019 and ~~2014~~2018, we ~~elected~~performed our annual goodwill impairment test as of February 28, 2019 and February 28, 2018, respectively. During the year ended March 31, 2020, we changed the date of our annual goodwill impairment assessment to ~~perform~~March 31, 2020 and performed our testing as of both February 29, 2020 and March 31, 2020. This change to our method of applying current accounting guidance is preferable as it better aligns with the ~~two-step quantitative~~ impairment ~~test.~~assessment date of our indirect parent company. This change did not delay, accelerate or avoid any impairment charge. No goodwill impairment was identified ~~in any of~~for the ~~years.~~years ended March 31, 2020, 2019, and 2018. See Note 7 —– Goodwill and Intangible Assets for further discussion.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

We use the present value of estimated future cash flows to establish the estimated fair value of our reporting units as of the testing date. This approach includes many assumptions related to future growth rates, discount factors and tax rates, among other considerations. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairment in future periods. When available and as appropriate, we use the market approach to corroborate the estimated fair value. If the carrying amount of a reporting unit's goodwill exceeds its estimated fair value, the second step of the impairment test is performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting ~~unit~~unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, we would recognize an impairment charge in an amount equal to that excess in our consolidated statements of operations. During our analysis for the years ended March 31, 2020, 2019, and 2018, the estimated fair value of each of our reporting units exceeded the carrying amount of the reporting unit's goodwill, and thus, no reporting unit failed step one of testing.

When a business within a reporting unit is disposed of, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology.

Long-Lived Assets and Other Intangible Assets

We amortize the cost of intangible assets over their respective estimated useful lives to their estimated residual value. See Note 7 —– Goodwill and Intangible Assets for further discussion.

We assess the recoverability of long-lived assets (excluding goodwill) and finite-lived intangible assets, whenever events or changes in circumstances indicate that we may not be able to recover the asset’s carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset (groups) to the expected, undiscounted future net cash flows to be generated by that asset (groups), or, for identifiable intangible assets, by determining whether the amortization of the intangible asset balance over its remaining life can be recovered through undiscounted future cash flows. The amount of impairment of identifiable intangible assets is based on the present value of estimated future cash flows. We measure the amount of impairment of other long-lived assets and intangible assets (excluding goodwill) as the amount by which the carrying value of the asset exceeds the fair value of the asset, which is generally determined as the present value of estimated future cash flows or as the appraised value. Impairments of long-lived assets and intangible assets are included in ~~“Restructuring~~"Restructuring and impairment, ~~net”~~net" in the consolidated statement of operations. See Note ~~2 -~~3 – Restructuring and Impairment for further discussions.

Assets and Liabilities Held for Sale

We classify long-lived assets (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups); an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

We initially measure a long-lived asset (disposal group) that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale. We assess the fair value of a long-lived asset (disposal group) less any costs to sell each reporting period it remains classified as held for sale and report any reduction in fair value as an adjustment to the carrying value of the asset (disposal group). Upon being classified as held for sale we cease depreciation. We continue to depreciate long-lived assets to be disposed of other than by sale.

Upon determining that a long-lived asset (disposal group) meets the criteria to be classified as held for sale, we report the assets and liabilities of the disposal group ~~if material,~~ in the line items "Assets held for sale" and "Liabilities held for sale," respectively in our consolidated balance sheets. ~~See Note 5 — Assets Held for Sale for further discussion.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Investment in and Advances to Non-Consolidated Affiliates

We assess the potential for other-than-temporary impairment of our equity method investments when impairment indicators are identified. We consider all available information, including the recoverability of the investment, the earnings and near-term prospects of the affiliate, factors related to the industry, conditions of the affiliate, and our ability, if any, to influence the management of the affiliate. We assess fair value based on valuation methodologies, as appropriate, including the present value of estimated future cash flows, estimates of sales proceeds, and external appraisals. If an investment is considered to be impaired and the decline in value is other than temporary, we record an appropriate write-down. See Note 9 —– Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further discussion.

Financing Costs

We amortize financing costs and premiums, and accrete discounts, over the remaining life of the related debt using the effective interest amortization ~~method.~~method, unless the impact of utilizing the straight-line method results in an immaterial difference. The expense is included in ~~“Interest~~"Interest expense and amortization of debt issuance ~~costs”~~costs" in our consolidated statements of operations. We record discounts ~~or premiums~~and unamortized financing costs as a direct deduction from, or premiums as a direct addition to, the face amount of the financing. ~~Financing costs are included in "Other long-term assets" in our consolidated balance sheets.~~

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures (ASC 820), defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 also applies to measurements under other accounting pronouncements, such as ASC 825, Financial Instruments (ASC 825) that require or permit fair value measurements. ASC 825 requires disclosures of the fair value of financial instruments. Our financial instruments include: cash and cash equivalents; certificates of deposit; accounts receivable; accounts payable; foreign currency, energy and interest rate derivative instruments; cross-currency swaps; metal option and forward contracts; share-based compensation; related party notes receivable and payable; letters of credit; short-term borrowings and long-term debt.

The carrying amounts of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and current related party notes receivable and payable approximate their fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our letters of credit is deemed to be the amount of payment guaranteed on our behalf by third party financial institutions. We determine the fair value of our short-term borrowings and long-term debt based on various factors including maturity schedules, call features and current market rates. We also use quoted market prices, when available, or the present value of estimated future cash flows to determine fair value of our share-based compensation liabilities, short-term borrowings and long-term debt. When quoted market prices are not available for various types of financial instruments (such as currency, energy and interest rate derivative instruments, swaps, options and forward contracts), we use standard pricing models with market-based inputs, which take into account the present value of estimated future cash flows. See Note ~~17 —~~18 – Fair Value Measurements for further discussion.

Pensions and Postretirement Benefits

Our pension obligations relate to funded defined benefit pension plans in the U.S., Canada, Switzerland and the U.K., unfunded pension plans in the U.S., Canada, and Germany, and unfunded lump sum indemnities in France ~~Malaysia~~ and Italy; and partially funded lump sum indemnities in South Korea. Our other postretirement obligations include unfunded health care and life insurance benefits provided to retired employees in Canada, the U.S. and Brazil.

We account for our pensions and other postretirement benefits in accordance with ASC 715, Compensation — Retirement Benefits (ASC 715). We recognize the funded status of our benefit plans as a net asset or liability, with an offsetting adjustment to accumulated other comprehensive income in shareholder’s (deficit) equity. The funded status is calculated as the difference between the fair value of plan assets and the benefit obligation. For the fiscal years ended March 31, ~~2016~~2020 and ~~2015,~~2019, we used March 31 as the measurement date.

We use standard actuarial methods and assumptions to account for our pension and other postretirement benefit plans. Pension and postretirement benefit obligations are actuarially calculated using management’s best estimates of the rate used to discount the future estimated liability, the long-term rate of return on plan assets, and several assumptions related to the employee workforce (compensation increases, health care cost trend rates, expected service period, retirement age, and mortality). Pension and postretirement benefit expense includes the actuarially computed cost of benefits earned during the current service period, the interest cost on accrued obligations, the expected return on plan assets based on fair market value and the straight-line amortization of net actuarial gains and losses and adjustments due to plan amendments, curtailments, and settlements. Net actuarial gains and losses are amortized over periods of 15 years or less, which represent the group's average future service life of the employees or the group's average life expectancy. See Note ~~13 —~~14 – Postretirement Benefit Plans for further discussion.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Noncontrolling Interests in Consolidated Affiliates

These financial statements reflect the application of ASC 810, Consolidations (ASC 810), which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholder’s (deficit) equity, but separate from the parent’s (deficit) equity; (ii) the amount of consolidated net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently.

Our consolidated financial statements include all assets, liabilities, revenues and expenses of less-than-100%-owned affiliates that we control or for which we are the primary beneficiary. We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. Distributions made to the holders of noncontrolling interests are charged to the respective noncontrolling interest balance.

Losses attributable to the noncontrolling interest in an affiliate may exceed our interest in the affiliate’s equity. The excess, and any further losses attributable to the noncontrolling interest, shall be attributed to those interests. The noncontrolling interest shall continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. ~~As of March 31, 2016 and 2015, we have~~ no ~~such losses.~~

Environmental Liabilities

We record accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. We adjust these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are stated at undiscounted amounts. Environmental liabilities are included in our consolidated balance sheets in ~~“Accrued~~"Accrued expenses and other current ~~liabilities”~~liabilities" and ~~“Other~~"Other long-term liabilities,”" depending on their short- or long-term nature. Any receivables for related insurance or other third party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in our consolidated balance sheets in ~~“Prepaid~~"Prepaid expenses and other current assets.”"

Costs related to environmental matters are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued in the period in which such costs are determined to be probable and estimable. See Note ~~20 —~~21 – Commitments and Contingencies for further discussion.

Litigation Contingencies

We accrue for loss contingencies associated with outstanding litigation, claims and assessments for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. We expense professional fees associated with litigation claims and assessments as incurred. See Note ~~20 —~~21 – Commitments and Contingencies for further discussion.

Income Taxes

We account for income taxes using the asset and liability method. This approach recognizes the amount of income taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates. Under ASC 740 Income Taxes, (ASC 740) a valuation allowance is required when it is more likely than not that some portion of the deferred tax assets will not be realized. Realization is dependent on generating sufficient taxable income through various sources.

We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more than likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, the statute of limitation has expired or the appropriate taxing authority has completed their examination. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. See Note ~~19 —~~20 – Income Taxes for further discussion.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Share-Based Compensation

In accordance with ASC 718, Compensation — Stock Compensation (ASC 718), we recognize compensation expense for a share-based award over an employee’s requisite service period based on the award’s grant date fair value, subject to adjustment. Our share-based awards are settled in cash and are accounted for as liability based awards. As such, liabilities for awards under these plans are required to be measured at fair value at each reporting date until the date of settlement. See Note ~~12 —~~13 – Share-Based Compensation for further discussion.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation

The assets and liabilities of foreign operations, whose functional currency is other than the U.S. dollar (located in Europe and Asia), are translated to U.S. dollars at the period end exchange rates and revenues and expenses are translated at average exchange rates for the period. Differences arising from this translation are included in the currency translation adjustment (CTA) component of ~~AOCI~~Accumulated other comprehensive income (loss) (AOCI) and Noncontrolling ~~Interest.~~Interest, both of which are on the balance sheet. If there is a planned or completed sale or liquidation of our ownership in a foreign operation, the relevant CTA is recognized in our consolidated statement of operations.

For all operations, the monetary items denominated in currencies other than the functional currency are remeasured at period-end exchange rates and transaction gains and losses are included in ~~“Other (income) expense, net”~~"Other expenses, net" in our consolidated statements of operations. Non-monetary items are remeasured at historical rates.

~~Recently Adopted Accounting Standards~~

~~Effective for the first quarter of fiscal 2016, we adopted Financial Accounting Standards Board (FASB) ASU No. 2013-05,~~ Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in this update provide clarification regarding the release of a cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. Our existing accounting policy complies with this guidance; therefore, there was no impact on our financial statements.

~~Effective for the first quarter fiscal 2016, we adopted FASB issued ASU No. 2014-08,~~ ~~Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.~~ The amendment changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the revised standard, a discontinued operation is (1) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (2) an acquired business or nonprofit activity that is classified as held for sale on the date of the acquisition. There was no impact upon adoption; however, the accounting treatment and classification of future disposals under this new standard could differ from our previous treatment and classification of disposals.

~~We elected to early adopt, ASU 2015-17,~~ ~~Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,~~ which requires all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. We applied the new standard prospectively to the Consolidated Balance Sheet as of March 31, 2016. The Consolidated Balance Sheet as of March 31, 2015 was not retrospectively adjusted. See Note 19 — Income Taxes for further discussion.

~~Recently Issued Accounting Standards~~

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), which, when effective, will supersede the guidance in former ASC 605,~~ ~~Revenue Recognition~~. The new guidance requires entities to recognize revenue based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for annual periods beginning after December 15, 2016 and interim periods within that year. Early adoption is not permitted. In August 2015, the FASB issued ASU 2015-14, ~~Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,~~ ~~which provides an optional one-year deferral of the effective date. In March 2016 the FASB issued ASU 2016-08,~~ ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross Versus Net),~~ which amends the principal-versus-agent implementation guidance. The amendment clarifies that the principal-versus-agent evaluation should be performed for each specified good or service promised in a contract with a customer. ~~We are currently evaluating the impact of this standard on our consolidated financial position and results of operations.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Recently Adopted Accounting Standards

~~In February 2015, the FASB issued ASU No. 2015-02,~~ ~~Consolidations (Topic 810): Amendments to the Consolidations Analysis~~, which when effective, will (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. Early adoption is permitted. We will adopt this standard in our first quarter ending June 30, 2016. Adoption of this standard is not expected to have any impact on our consolidated financial position and results of operations.

Standard

Adoption

Description

Disclosure Impact

ASU 2019-07, Codification Updates to SEC Sections (Issued July 2019)

July 1, 2019

The standard provides various codification updates and improvements to address comments received.

The adoption of this standard did not have an impact on the consolidated financial statements.

ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (Issued October 2018)

April 1, 2019

The standard permits the use of the OIS based on the SOFR as a U.S. benchmark interest rate for purposes of hedge accounting under Topic 815 as requested by the Federal Reserve Board during deliberations leading to the issuance of ASU 2017-12. The FASB recognized that although the OIS rate based on SOFR is not yet widely recognized and quoted within the U.S. financial market, the attributes of the repo rates underlying the calculation of SOFR are recognized.

The adoption of this standard did not have an impact on the consolidated financial statements and disclosures.

ASU 2018-09, Codification Improvements (Issued July 2018)

April 1, 2019

The standard provides various codification updates and improvements to address comments received.

The adoption of this standard did not have an impact on the consolidated financial statements and disclosures.

ASU 2016-02, Leases(Topic 842) along with additional technical improvements, practical expedients, and clarifications since issued. (Issued February 2016)

April 1, 2019

The standard requires organizations that lease assets to recognize assets and liabilities for the rights and obligations created by the leases on balance sheet. The standard requires qualitative and quantitative disclosures to help investors and financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases.

We recognized right-of-use assets and lease liabilities on our consolidated balance sheets with no impact to the opening balance of retained earnings. The adoption of this standard did not have a material effect on the consolidated statement of operations or the consolidated statement of cash flows. See Note 10 – Leases for further details on the adoption of this standard.

ASU 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Issued February 2018)

April 1, 2018

The standard provides an option to reclassify stranded tax effects within Accumulated other comprehensive income (loss) (AOCI) to Retained earnings due to the U.S. federal corporate income tax rate change in the U.S. Tax Cuts and Jobs Act of 2017 (the Act).

We reclassified $16 million into retained earnings of our common shareholder from AOCI. This reclassification consisted of deferred taxes originally recorded in AOCI at rates that exceeded the newly enacted U.S. federal corporate tax rate. There was no impact to net income. Certain prior period amounts have been adjusted as a result of the adoption of this standard.

ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Change to the Disclosure Requirements for Fair Value Measurement (Issued August 2018)

April 1, 2018

The standard modifies the disclosure requirements on fair value measurements in Topic 820 including the consideration of costs and benefits. The amendments relate to changes in disclosures on unrealized gains and losses, the disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty were applied prospectively, where applicable.

The adoption of this standard did not have a material impact on the consolidated financial statements and disclosures.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and all the related amendments, which supersedes the former standard, ASC 605, Revenue Recognition (Issued May 2014)

April 1, 2018

The standard requires entities to recognize revenue based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services.

We adopted this standard using the modified retrospective transition approach. The adoption of this standard did not have a material impact on the consolidated financial statements and disclosures.

ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Issued March 2017)

April 1, 2018

The standard requires entities to (1) disaggregate the current service cost component from the other components of net benefit cost (the “other components”) and present the other components within non-operating income and (2) present the other components elsewhere in the results of operations and outside of income from operations if that subtotal is presented. In addition, the new standard requires entities to disclose the results of operations line items that contain the other components if they are not presented on appropriately described separate lines.

We adopted this standard on a retrospective basis and utilized the practical expedient. As a result, we reclassified the net periodic benefit cost, exclusive of service cost, to "Other expenses, net" for the comparative prior periods.

ASU 2016-18, Statement of Cash Flows (Topic 230) -Restricted Cash. (Issued November 2016)

April 1, 2018

The standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.

We adopted this standard on a retrospective basis and disclose the nature of the restrictions for material balances of restricted cash.

ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (Issued October 2016)

April 1, 2018

The standard eliminates the exception for all intra-entity sales of assets other than inventory. It requires the tax effect of intra-entity sales of assets other than inventory to be recognized currently which will impact Novelis’ effective tax rate. The changes require the current and deferred income tax consequences of the intra-entity transfer to be recorded when the transaction occurs.

We adopted this standard on a modified retrospective basis and the cumulative effect of the change on retained earnings is $36 million with a corresponding impact to deferred tax balances. Certain prior period amounts have been adjusted as a result of the adoption of this standard.

ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (Issued August 2016)

April 1, 2018

The standard addresses eight specific cash flow items to provide clarification and reduce the diversity in presentation of these items.

We adopted this standard on a retrospective basis, and we reclassified the cash received related to beneficial interest in certain factored accounts receivables from operating activities to investing activities.

~~In April 2015, the FASB issued ASU 2015-03,~~ ~~Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs~~, which, when effective, will require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. In August 2015, the FASB issued ASU 2015-15, a clarifying amendment, allowing for debt issuance costs related to lines of credit being presented as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet or each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Early adoption is permitted. We will adopt this standard in our first quarter ending June 30, 2016. Adoption of this standard will impact the presentation of deferred debt issuance costs on our consolidated financial position. We have determined that the adoption of the standard as of March 31, 2016 would have resulted in a decrease of approximately $29 million to "Other long-term assets" and "Long-term debt, net of current portion" on the accompanying consolidated Balance Sheet, and that we would continue to present debt issuance costs related to lines of credit as an asset. The future impact of the adoption on balance sheet classification may be impacted by future amortization and debt refinancing.

~~In May 2015, the FASB issued ASU 2015-07,~~ ~~Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),~~ which, when effective, will remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those fiscal years. An entity should apply the amendments retrospectively to all periods presented. Early adoption is permitted. We will adopt this standard in our annual period ending March 31, 2017. Adoption of this standard may impact the presentation of certain pension plan assets in our postretirement benefit plans footnote disclosure.

~~In July 2015, the FASB issued ASU 2015-11,~~ ~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~, which, when effective, will remove the requirement to measure inventory at the lower of cost or market whereas market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin, and require an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for annual periods beginning after December 15, 2016 including interim periods within those fiscal years. This update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We will adopt this standard on April 1, 2016, the start of our next fiscal year. Adoption of this standard is not expected to have any impact on our consolidated financial position and results of operations.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842),~~ which when effective will require organizations that lease assets (e.g., through "leases") to recognize assets and liabilities for the rights and obligations created by the leases on balance sheet. A lessee will be required to recognize assets and liabilities for leases with terms that exceed twelve months. The standard will also require disclosures to help investors and financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial position and results of operations.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (Issued May 2017)

April 1, 2018

The standard provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the standard in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. This standard requires modification accounting only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions.

The adoption of this standard did not have a material impact on the consolidated financial statements and disclosures.

ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-financial Assets (Issued February 2017)

April 1, 2018

The standard includes (i) clarification that non-financial assets within the scope of ASC 610-20 may include non-financial assets transferred within a legal entity to a counterparty; (ii) clarification that an entity should allocate consideration to each distinct asset by applying the standard in ASC 606 on allocating the transaction price to performance obligations; and (iii) a requirement for entities to derecognize a distinct non-financial asset or distinct in substance non-financial asset in a partial sale transaction when it does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with ASC 610, and transfers control of the asset in accordance with ASC 606.

The adoption of this standard did not have an impact on the consolidated financial statements and disclosures.

ASU 2017-01, Clarifying the Definition of a Business (Topic 805) (Issued January 2017)

April 1, 2018

The standard provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. It amends ASC 805 to provide a more robust framework to use in determining when a set of assets and activities is a business.

The adoption of this standard did not have an impact on the consolidated financial statements and disclosures.

ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (Issued August 2017)

January 1, 2018

The standard simplifies the application of hedge accounting and increases the transparency of the results of our hedging programs. The amendments better align an entity’s risk management objectives, activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.

We did not record a cumulative effect adjustment as we elected to de-designate and re-designate existing hedge accounting relationships at the adoption date.

ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (Issued March 2016)

April 1, 2017

The standard addresses a lack of guidance related to the impact of derivative contract novations on existing hedge accounting relationships under Accounting Standards Codification Topic 815, Derivatives and Hedging (ASC 815). The new guidance clarifies that a change in one of the parties (a novation) to a derivative contract that is part of an existing hedge accounting relationship under ASC 815 does not, in and of itself, require a de-designation of that hedge accounting relationship.

The adoption of this standard did not have an impact on the consolidated financial statements and disclosures.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued Accounting Standards

Standard

Adoption

Description

Disclosure Impact

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

(Issued March 2020)

April 1, 2020

The standard provides transitional guidance and optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships which reference LIBOR or another reference rate expected to be discontinued.

The Company has evaluated the impact of this standard, noting that there is no impact to our current contracts or hedging relationships. The Company will monitor the impact on future transactions through December 31, 2022.

ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (Issued October 2018)

April 1, 2020

This standard eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity must consider such indirect interests on a proportionate basis.

The Company has evaluated the impact of this standard, noting that there is no impact to our current variable interests. We have updated our accounting policies to ensure appropriate treatment if these are entered into in the future. As such, there will not be a material impact on the consolidated financial statements.

ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Issued August 2018)

April 1, 2020

This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected.

The Company has evaluated the impact of this standard, noting that we do not have these types of arrangements. We have updated our accounting policies to ensure appropriate treatment if these are entered into in the future. As such, there will not be a material impact on the consolidated financial statements.

ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (Issued August 2018)

April 1, 2020

This standard changes disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This update removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant.

The Company has evaluated the impact of this standard. We will update our pension and postretirement disclosure process accordingly, which will not have a material impact on the consolidated financial statements.

ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Issued January 2017)

April 1, 2020

This standard eliminates Step 2 from the goodwill impairment test. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the current Step 1).

The Company has evaluated the impact of this standard. We will update our goodwill impairment assessment process accordingly, which we do not expect to have a material impact on the consolidated financial statements.

ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments along with additional technical improvements and clarifications since issued (Issued June 2016)

April 1, 2020

The standard provides financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The “current expected credit loss” (CECL) model requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

The Company established a cross-functional project team to assess the impact of the standard. We will update our policies and processes for reserves against our financial instruments to factor in expected credit losses. This adoption will not have a material impact on the consolidated financial statements.

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (Issued December 2019)

April 1, 2021

The standard simplifies the accounting for income taxes by removing certain exceptions and improving the consistent application and simplification of GAAP.

The Company is currently evaluating the impact of this standard.

ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments

Various

The standard provides various codification updates and improvements to address comments received.

The Company is currently evaluating the impact of this standard.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company's contracts with customers are comprised of purchase orders along with standard terms and conditions. These contracts with customers typically consist of the manufacture of products which represent single performance obligations that are satisfied upon transfer of control of the product to the customer at a point in time. Transfer of control is assessed based on alternative use of the products we produce and our enforceable right to payment for performance to date under the contract terms. Transfer of control and revenue recognition generally occur upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable shipping terms. The shipping terms vary across all businesses and depend on the product, the country of origin, and the type of transportation (truck, train, or vessel). The length of payment terms can vary per contract, but none extend beyond one year. Revenue is recognized net of any volume rebates or other incentives.

Certain of our contracts contain take-or-pay clauses which allow us to recover an agreed upon penalty if a buyer does not purchase contractual minimums as defined in the underlying contract within a set timeframe, generally within one fiscal year. Additionally, certain of our contracts may contain incentive payments to our customers which are deferred and amortized as a reduction to the amount of revenue recorded on a straight-line basis over the term of these contracts.

We disaggregate revenue from contracts with customers on a geographic basis based on our segment view. This disaggregation also achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. We manage our activities on the basis of geographical regions and are organized under 4 operating segments: North America, South America, Asia, and Europe. See Note 22 – Segment, Geographical Area, Major Customer and Major Supplier Information for further information about our segment revenue.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. RESTRUCTURING AND IMPAIRMENT

“"Restructuring and impairment, ~~net” for the year ended~~ net" is reflected on our consolidated statement of operations and includes restructuring costs, impairments and other related expenses. As of March 31, ~~2016~~ ~~was~~ ~~$48~~2020, $26 million, which included impairment charges unrelated to restructuring actions of $3 million on certain fixed assets in North America, South America, and Asia. "Restructuring and impairment, net” for the year ended ~~March 31, 2015~~ ~~was~~ ~~$37 million, which included impairment charges unrelated to restructuring actions of $2 million on certain non-core fixed assets in North America. “Restructuring and impairment, net” for the year ended~~ ~~March 31, 2014~~ ~~was~~ ~~$75 million~~, which included impairment charges unrelated to restructuring actions of $17 million on certain non-core assets in Brazil, $5 million on certain capitalized software assets, and $2 million on other long-lived assets.

~~The following table summarizes our restructuring liability activity and other impairment charges (in millions).~~

Total restructuring
liabilities

Other restructuring charges
(A)
Total restructuring charges Other impairments (B)
Total
restructuring
and impairments, net
Balance as of March 31, 2013 $ 33

Fiscal 2014 Activity:
Expenses 48
$ 3
$ 51
$ 24
$ 75
Cash payments (34 )
Balance as of March 31, 2014 47

Fiscal 2015 Activity:
Expenses 30
$ 5
$ 35
$ 2
$ 37
Cash payments (32 )
Foreign currency translation and other (C) (13 )
Balance as of March 31, 2015 32

Fiscal 2016 Activity:
-Provisions 23

-Reversal of expense (2 )
Expenses, net 21
$ 24
$ 45
$ 3
$ 48
Cash payments (22 )
Foreign currency translation and other (C) (4 )
Balance as of March 31, 2016 $ 27


~~(A)~~	~~Other restructuring charges include period expenses that were not recorded through the restructuring liability and impairments related to a restructuring activity.~~


~~(B)~~	~~Other impairment charges not related to a restructuring activity.~~


~~(C)~~	~~This primarily relates to the remeasurement of Brazilian real denominated restructuring liabilities.~~

~~As of~~ ~~March 31, 2016~~, ~~$23 million~~ ~~of restructuring liabilities was classified as short-term and was~~ is included in "Accrued expenses and other current liabilities" and ~~$4 million~~ ~~was classified as long-term and was included~~the remaining is within "Other long–term liabilities" in ~~"Other long-term liabilities" on~~ our accompanying consolidated balance sheet. ~~Additionally,~~



	Total restructuring liabilities		Other restructuring charges⁽¹⁾	Total restructuring charges	Other impairments⁽²⁾	Total restructuring and impairments, net
Balance as of March 31, 2017	$	24

Expenses	19		9	28	6	34
Cash payments	(7)

Balance as of March 31, 2018	$	36

Expenses	2		—	2	—	2
Cash payments	(16)
Foreign currency remeasurement and other⁽³⁾	(5)
Balance as of March 31, 2019	$	17

Expenses	25		12	37	6	43
Cash payments	(5)
Foreign currency remeasurement and other⁽³⁾	(3)
Balance as of March 31, 2020	$	34

_________________________

(1)Other restructuring charges include expenses related to a restructuring activity that are not recorded through the restructuring liability, such as impairments and other non-cash expenses.

(2)Other impairment charges are not related to a restructuring activity.

(3)This primarily relates to the remeasurement of Brazilian real denominated restructuring liabilities.

Restructuring and impairment activities by segment are detailed below:

North America

North America recognized $1 million in restructuring expenses each of the fiscal years ended March 31, 2020 and 2019. North America recognized 0 restructuring expense during fiscal 2018. As of March 31, 2020 and 2019, the ~~remaining~~restructuring liability for the ~~Asia segment for~~North America region totaled $1 million.

North America recognized $4 million and $3 million in impairment charges on intangible software assets unrelated to restructuring during the ~~year~~fiscal years ended March 31, ~~2016 was~~2020 and 2018, respectively. North America recognized 0 impairment charges during fiscal 2019.

Europe

Europe recognized $33 million and $25 million in restructuring expenses related to the closure of certain non-core operations during the fiscal years ended March 31, 2020 and 2018, respectively. Europe recognized 0 restructuring expense during fiscal 2019. As of March 31, 2020 and 2019, the restructuring liability for the Europe region totaled $21 million and $3 million, respectively.

During fiscal 2018, Europe recognized $2 million ~~which relates primarily~~in asset impairments unrelated to ~~staff rationalization activities~~restructuring. NaN impairment was recognized for Europe during fiscal 2020 or fiscal 2019.

Asia

Asia recognized $2 million and $1 million in impairment charges on certain long-lived assets unrelated to ~~better align operations~~restructuring in the fiscal years ended March 31, 2020 and 2018, respectively. NaN impairment was recognized for Asia during fiscal 2019.

South America

In fiscal years ended March 31, 2020, 2019, and 2018, South America recognized restructuring expenses of $3 million, $1 million, and $3 million, respectively, related to ~~current needs.~~the closure of smelter facilities. As of March 31, 2020 and 2019, the restructuring liability for the South America region totaled $12 million and $13 million, respectively.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~North America~~

~~The following table summarizes our restructuring activity for the North America segment by plan (in millions).~~

Year Ended March 31,
2016 2015 2014 Prior to
April 1, 2013
Restructuring charges - North America
Saguenay Plant Closure:
Severance $ —
$ —
$ —
$ 5
Fixed asset impairment (A) —
—
—
28
Other exit related costs —
1
1
—
Period expenses (A) 1
—
1
3

Relocation of R&D operations to Kennesaw, Georgia
Severance —
—
1
11
Relocation costs —
—
1
—
Period expenses (A) —
—
1
—
Total restructuring charges - North America $ 1
$ 1
$ 5
$ 47

Restructuring payments - North America
Severance $ —
$ (2 ) $ (4 )
Other (1 ) (1 ) (2 )
Total restructuring payments - North America $ (1 ) $ (3 ) $ (6 )

~~(A) These charges were not recorded through the restructuring liability.~~

In fiscal 2012, we closed our Saguenay Works facility in Canada and relocated our North America research and development operations to a new global research and technology facility in Kennesaw, Georgia.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~Europe~~

~~The following table summarizes our restructuring activity for the Europe segment by plan (in millions).~~

Year Ended March 31,
2016 2015 2014 Prior to
April 1, 2013
Restructuring charges - Europe
Business optimization
Severance $ —
$ 3
$ 26
$ 16
Pension settlement loss (A) —
—
1
—

Corporate restructuring program
Severance 4
—
—
—
Total restructuring charges - Europe $ 4
$ 3
$ 27
$ 16

Restructuring payments - Europe
Severance $ (6 ) $ (12 ) $ (18 )
Other —
—
(1 )
Total restructuring payments - Europe $ (6 ) $ (12 ) $ (19 )

~~(A) These charges were not recorded through the restructuring liability.~~

The Company implemented a series of restructuring actions at the global headquarters office and in the Europe region which include staff rationalization activities and the shutdown of facilities to optimize our business in Europe.

~~As of March 31, 2016, the outstanding restructuring liability for the Europe segment was $4 million, which relates to severance charges.~~

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~South America~~

~~The following table summarizes our restructuring activity for the South America segment by plan (in millions).~~

Year Ended March 31,
2016 2015 2014 Prior to
April 1, 2013
Restructuring charges - South America
Ouro Preto closures
Severance $ 2
$ 14
$ 2
$ 3
Asset impairments (A) —
5
—
1
Environmental (reversal) charges (1 ) 6
16
—
Contract termination and other exit related costs 2
5
1
5

Other past restructuring programs
Severance —
—
—
7
Asset impairments (A) —
—
—
7
Contract termination and other exit related costs —
1
—
6
Total restructuring charges - South America $ 3
$ 31
$ 19
$ 29

Restructuring payments - South America
Severance $ (2 ) $ (12 ) $ (4 )
Other (3 ) (4 ) (4 )
Total restructuring payments - South America $ (5 ) $ (16 ) $ (8 )

~~(A) These charges were not recorded through the restructuring liability.~~

We ceased operations at the smelter in Ouro Preto, Brazil, in December 2014. This decision was made in an effort to further align our global sustainability strategy, as we work towards our goal of having higher recycled content in our products. Certain charges associated with this closure are reflected within the "Ouro Preto closures" section above, along with our closure of a pot line in Ouro Preto, Brazil, in fiscal 2013. Additionally, in March 2016, we made a decision to sell properties in Ouro Preto smelter facility in South America with a net book value of $1 million as of March 31, 2016, which were classified as "Assets held for sale" in our consolidated balance sheet.

As of March 31, 2016, the outstanding restructuring liability for the South America segment was $19 million and relates to $12 million of environmental charges, $7 million of contract termination and other exit related costs.

~~For additional information on environmental charges see Note 20 – Commitments and Contingencies.~~

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~Corporate~~

~~The following table summarizes our restructuring activity for the Corporate segment by plan (in millions).~~

Year Ended March 31
2016 2015 2014 Prior to
April 1, 2013
Restructuring charges - Corporate
Severance $ 12
$ —
$ —
$ —
Asset impairments (A) 21
—
—
—
Period expenses (A) 2
—
—
—
Total restructuring charges - Corporate 35
—
—
—

Restructuring payments - Corporate
Severance (10 ) —
—

Total restructuring payments - Corporate $ (10 ) $ —
$ —


~~(A)~~	~~These charges were not recorded through the restructuring liability and related to the partial impairment of certain capitalized software intangible assets that will no longer be developed.~~

In fiscal 2016, the Company implemented a series of restructuring actions at the global headquarters office and in the Europe region to better align the organizational structure and corporate staffing levels with strategic priorities. As part of this plan, the Company impaired certain capitalized software assets. As of March 31, 2016, the restructuring liability for the corporate office was $2 million and related to severance charges.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

3.4. ACCOUNTS RECEIVABLE

“"Accounts receivable, ~~net”~~net" consists of the ~~following (in millions).~~following.


								March 31,
	March 31,
	2016			2015
in millions							in millions	2020		2019
Trade accounts receivable	$	884		$	1,158		Trade accounts receivable	$	944	$	1,332
Other accounts receivable	75			134			Other accounts receivable	131		92
Accounts receivable — third parties	959			1,292			Accounts receivable — third parties	1,075		1,424
Allowance for doubtful accounts — third parties	(3		)	(3		)	Allowance for doubtful accounts — third parties	(8)		(7)
Accounts receivable, net — third parties	$	956		$	1,289		Accounts receivable, net — third parties	$	1,067	$	1,417

Accounts receivable, net — related parties	$	59		$	53		Accounts receivable, net — related parties	$	164	$	164

Allowance for Doubtful Accounts

As of March 31, ~~2016~~2020 and ~~2015~~,2019, our allowance for doubtful accounts represented approximately ~~0.3%~~ ~~and~~ ~~0.2%, respectively,~~1% of gross ~~accounts receivable.~~"Accounts receivable — third parties" (exclusive of "Accounts receivable, net — related parties").

Activity in the allowance for doubtful accounts is as ~~follows (in millions).~~follows.

Balance at
Beginning
of Period Additions
Charged to
Expense Accounts
Recovered/
(Written-
Off) Foreign
Exchange
and Other Balance at
End of Period
Year Ended March 31, 2016 $ 3
$ —
$ —
$ —
$ 3
Year Ended March 31, 2015 $ 4
$ —
$ —
$ (1 ) $ 3
Year Ended March 31, 2014 $ 3
$ 2
$ (1 ) $ —
$ 4


in millions	Balance at Beginning of Period		Additions Charged to Expense		Accounts Recovered/ (Written-Off)		Foreign Exchange and Other		Balance at End of Period
Fiscal Year Ended March 31, 2020	$	7	$	3	$	(1)	$	(1)	$	8
Fiscal Year Ended March 31, 2019	7		—		—		—		7
Fiscal Year Ended March 31, 2018	6		1		—		—		7

Factoring of Trade Receivables

We factor ~~and forfait~~ trade receivables (collectively, we refer to these as "factoring" ~~programs)~~) based on local cash needs, as well as attempting to balance the timing of cash flows of trade payables and ~~receivables and to fund other business needs.~~receivables. Factored ~~receivables~~invoices are not included in our consolidated balance sheets when we do not retain a financial or legal interest. If a financial or legal interest is retained, we classify these factorings as secured borrowings.

The following tables summarize amounts relating to our factoring ~~activities (in millions).~~activities.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Factoring expense	$	41	$	46	$	39


	March 31,
in millions	2020		2019
Factored receivables outstanding	$	430	$	500

Year Ended March 31,
2016 2015 2014
Aggregated receivables factored $ 3,314
$ 1,796
$ 1,081
Factoring expense $ 19
$ 10
$ 5

March 31,
2016 2015
Factored receivables outstanding $ 626
$ 591

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

4.5. INVENTORIES

~~“Inventories”~~"Inventories" consists of the ~~following (in millions).~~following.


	March 31,
in millions	2020		2019
Finished goods	$	398	$	354
Work in process	643		684
Raw materials	192		254
Supplies	176		168
Inventories	$	1,409	$	1,460

March 31,
2016 2015
Finished goods $ 295
$ 358
Work in process 416
531
Raw materials 322
419
Supplies 147
123
Inventories $ 1,180
$ 1,431

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~5. ASSETS HELD FOR SALE~~

We are focused on capturing the global growth we see in our product markets of beverage can, automotive and specialty products. We continually analyze our product portfolio to ensure we are focused on growing in attractive market segments. The following transactions relate to exiting certain non-core operations to focus on our growth strategy in the premium product markets.

In April 2014, we entered into agreements to sell the hydroelectric generation operations in South America and our share of the joint venture of the Consorcio Candonga to two separate parties. In December 2014, we sold our share of the joint venture of the Consorcio Candonga. Additionally, we sold the majority of our hydroelectric power generation operations fully owned by the Company in February 2015. The remaining assets include two hydroelectric power generation facilities, with a net book value of ~~$4 million~~ as of March 31, 2016 and $6 million as of March 31, 2015, which were classified as "Assets held for sale" in our consolidated balance sheets. The contract for the sale of one facility is subject to final regulatory approval and resolution of certain license issues, and the other facility is in the final stages of being sold. Additionally, during the fourth quarter of fiscal 2016, an impairment of $1 million was recorded due to the expiration of a license related to a portion of the hydroelectric power generation facilities.

In March 2016, we made a decision to sell properties in Ouro Preto, Brazil related to the closure of the Ouro Preto smelter facility in South America with a net book value of $1 million as of March 31, 2016, which were classified as "Assets held for sale" in our consolidated balance sheet.

During the year ended March 31, 2015, "Gain on assets held for sale" includes a $23 million gain from our sale of the joint venture of Consorcio Candonga, $7 million from the sale of our consumer foil operations in North America and $6 million for a property and mining rights sale in South America. These gains were partially offset during the twelve months ended March 31, 2015 by an estimated loss of $14 million related to the sale of certain hydroelectric assets that was completed in the fourth quarter of fiscal 2015.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

6. PROPERTY, PLANT AND EQUIPMENT

“"Property, plant and equipment, ~~net”~~net" consists of the ~~following (in millions).~~following.


	March 31,
in millions	2020		2019
Land and property rights	$	150	$	155
Buildings	1,300		1,279
Machinery and equipment	4,430		4,290
	5,880		5,724
Accumulated depreciation and amortization	(2,968)		(2,731)
	2,912		2,993
Construction in progress	668		397
Property, plant and equipment, net⁽¹⁾	$	3,580	$	3,390

_________________________

March 31,
2016 2015
Land and property rights $ 179
$ 180
Buildings 1,325
1,183
Machinery and equipment 4,265
3,947
5,769
5,310
Accumulated depreciation and amortization (2,398 ) (2,132 )
3,371
3,178
Construction in progress 135
364
Property, plant and equipment, net $ 3,506
$ 3,542

As(1)Included in "Property, plant and equipment, net" are $3 million of finance leases as of March 31, ~~2016~~2020 and ~~2015, there~~2019. This balance of finance leases represents gross finance leases of $9 million and $10 million, net of accumulated amortization of $6 million and $7 million, as of March 31, 2020 and 2019, respectively. Of the $9 million and $10 million of gross finance leases as of March 31, 2020 and 2019, $7 million and $8 million were ~~$1 billion and~~ ~~$756 million, respectively, of fully depreciated assets~~ included in ~~our consolidated balance sheets.~~"Machinery and equipment", respectively. The remainder is included in "Buildings" and "Land and property rights."

For the fiscal years ended March 31, ~~2016, 2015~~2020, 2019, and ~~2014,~~2018, we capitalized ~~$14~~$14 million,~~, $20~~ $3 million, and ~~$33~~$1 million of interest related to construction of property, plant and equipment and intangibles under development, respectively.

Depreciation expense related to ~~property,~~"Property, plant and equipment, ~~net~~net" is shown in the table ~~below (in millions).~~below.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Depreciation expense related to "Property, plant and equipment, net"	$	298	$	286	$	290

Year Ended March 31,
2016 2015 2014
Depreciation expense related to property, plant and equipment, net $ 294
$ 294
$ 279

Asset impairments

Impairment charges are recorded in "Restructuring and impairment, net." See Note ~~2 —~~3 – Restructuring and ~~impairment~~Impairment for additional information.

~~Leases~~Asset Retirement Obligations

~~We lease certain land, buildings~~An asset retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability along with a corresponding increase to the carrying amount of the related property, plant and equipment ~~under non-cancelable operating leases expiring at various dates,~~which is then depreciated over its useful life. As of March 31, 2020, our asset retirement obligations relate to sites, primarily in North America and ~~we lease assets in Sierre, Switzerland, including a fifteen-year capital lease through December 2019 from Rio Tinto. Operating leases generally~~Asia, that have ~~five to ten-year terms, with one~~government imposed or more renewal options, with terms to be negotiated at the time of renewal. Various facility leases include provisions for rent escalation to recognize increased operating costs or require us to pay certain maintenance and utility costs. During fiscal 2014 and 2015 we entered into various capital lease arrangements to upgrade and expand our information technology infrastructure.

other legal remediation obligations. The following ~~table summarizes rent expense~~is a summary of our asset retirement obligation activity. The current portion of the period end balances is included in "Accrued expenses and other current liabilities" in our consolidated ~~statements~~balance sheet, while the long-term portion is included in "Other long–term liabilities." As of ~~operations (in millions):~~March 31, 2020, $16 million was included in "Other long–term liabilities."


in millions	Balance at Beginning of Period		Obligations Incurred		Accretion		Foreign Exchange & Other Adjustments		Settlements		Balance at End of Period
Fiscal Year Ended March 31, 2020	$	29	$	—	$	—	$	(1)	$	(4)	$	24
Fiscal Year Ended March 31, 2019	33		1		—		(5)		—		29
Fiscal Year Ended March 31, 2018	15		17		—		1		—		33

Year Ended March 31,
2016 2015 2014
Rent expense $ 22
$ 22
$ 21

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~Future minimum lease payments as of~~ ~~March 31, 2016, for our operating and capital leases having an initial or remaining non-cancelable lease term in excess of one year are as follows (in millions).~~

Year Ending March 31,
Operating
leases

Capital lease
obligations
2017 $ 30
$ 11
2018 19
9
2019 17
7
2020 15
5
2021 13
—
Thereafter 39
—
Total minimum lease payments $ 133
$ 32
Less: interest portion on capital lease 4
Principal obligation on capital leases

$ 28

~~Assets and related accumulated amortization under capital lease obligations as of~~ ~~March 31, 2016~~ ~~and~~ ~~2015~~ ~~are as follows (in millions).~~

March 31,
2016 2015
Assets under capital lease obligations:
Buildings $ 11
$ 11
Machinery and equipment 77
76
88
87
Accumulated amortization (70 ) (65 )
$ 18
$ 22

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

7. GOODWILL AND INTANGIBLE ASSETS

There were no changes to the gross carrying amount or accumulated impairment of goodwill during the fiscal years ended March 31, ~~2016~~2020 and ~~2015~~.2019. The following table summarizes ~~“Goodwill” (in millions) for the years ended~~ ~~March 31, 2016~~ ~~and~~ ~~2015~~."Goodwill."


																March 31, 2020										March 31, 2019
	March 31, 2016							March 31, 2015
	Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment			Net Carrying Value
in millions															in millions	Gross Carrying Amount		Accumulated Impairment		Net Carrying Value		Gross Carrying Amount		Accumulated Impairment		Net Carrying Value
North America	$	1,145	$	(860	)	$	285	$	1,145	$	(860	)	$	285	North America	$	1,145	$	(860)	$	285	$	1,145	$	(860)	$	285
Europe	511		(330		)	181		511		(330		)	181		Europe	511		(330)		181		511		(330)		181
South America	291		(150		)	141		291		(150		)	141		South America	291		(150)		141		291		(150)		141
	$	1,947	$	(1,340	)	$	607	$	1,947	$	(1,340	)	$	607		$	1,947	$	(1,340)	$	607	$	1,947	$	(1,340)	$	607

The components of ~~“Intangible~~"Intangible assets, ~~net”~~net" are as ~~follows (in millions).~~follows.


																	March 31, 2020													March 31, 2019
	March 31, 2016								March 31, 2015
	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
in millions																in millions	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Tradenames	20 years	$	142	$	(63	)	$	79	$	142	$	(56	)	$	86	Tradenames	20.0 years	$	142	$	(91)	$	51	$	142	$	(84)	$	58
Technology and software	10.6 years	365		(179		)	186		357		(149		)	208		Technology and software	9.8 years	396		(308)		88		387		(276)		111
Customer-related intangible assets	20 years	449		(199		)	250		444		(173		)	271		Customer-related intangible assets	20.0 years	446		(286)		160		447		(265)		182
Favorable energy supply contract	9.5 years	124		(116		)	8		124		(105		)	19
	15.6 years	$	1,080	$	(557	)	$	523	$	1,067	$	(483	)	$	584		15.9 years	$	984	$	(685)	$	299	$	976	$	(625)	$	351

In the ~~year~~fiscal years ended March 31, ~~2016,~~2020 and March 31, 2018, we recorded impairment charges related to certain ~~capitalized software. For additional information refer to Note 2 - Restructuring and impairment.~~

~~Our favorable energy supply contract is amortized over its estimated useful life using a method that reflects~~intangible software assets. In the ~~pattern in which the economic benefits are expected to be consumed.~~fiscal year ended March 31, 2019, we did not record any impairments. All ~~other~~ intangible assets are amortized using the straight-line method. For additional information refer to Note 3 – Restructuring and Impairment.

Amortization expense related to ~~“Intangible~~"Intangible assets, ~~net”~~net" is as ~~follows (in millions).~~

follows.

Year Ended March 31,
2016 2015 2014
Total amortization expense related to intangible assets $ 71
$ 70
$ 67
Less: Amortization expense related to intangible assets included in “Cost of goods sold (exclusive of depreciation and amortization)” (A) (12 ) (12 ) (12 )
Amortization expense related to intangible assets included in “Depreciation and amortization” $ 59
$ 58
$ 55


	Fiscal Year Ended March 31,
in millions	2020		2019		2018


Amortization expense related to intangible assets included in "Depreciation and amortization"	$	63	$	64	$	64


~~(A)~~	~~Relates to amortization of favorable energy supply contract.~~

Estimated total amortization expense related to ~~“Intangible~~"Intangible assets, ~~net”~~net" for each of the five succeeding fiscal years is as follows (in millions). Actual amounts may differ from these estimates due to such factors as customer turnover, raw material consumption patterns, impairments, additional intangible asset acquisitions and other events.


Fiscal Year Ending March 31,
2021	$	62
2022	59
2023	47
2024	41
2025	41

Fiscal Year Ending March 31,
2017 $ 72
2018 64
2019 64
2020 64
2021 64

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

8. CONSOLIDATION

Variable Interest Entities (VIE)

The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and consolidates the VIE. An entity is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

~~We have a joint interest in~~ Logan Aluminum Inc. (Logan) ~~with~~is a consolidated joint venture in which we hold 40% ownership. Our joint venture partner is Tri-Arrows Aluminum Inc. (Tri-Arrows). Logan processes metal received from Novelis and Tri-Arrows and charges the respective partner a fee to cover expenses. Logan is a thinly capitalized ~~and~~variable interest entity ("VIE") that relies on the regular reimbursement of costs and expenses byfrom its investors, Novelis and Tri-Arrows, to fund its operations. ~~This reimbursement~~Novelis is considered ~~a variable interest as~~the primary beneficiary and consolidates Logan since it ~~constitutes a form of financing of~~has the power to direct activities ~~of Logan.~~ that most significantly impact Logan's economic performance, an obligation to absorb expected losses, and the right to receive benefits that could potentially be significant.

Other than ~~these~~the contractually required reimbursements, we do not provide other material support to Logan. ~~Logan’s~~Logan's creditors do not have recourse to our general credit.

We have the ability to make decisions regarding Logan's production operations. We also have the ability to take the majority share of production and associated costs. These facts qualify us as Logan's primary beneficiary and this entity is consolidated for all periods presented. All significant intercompany transactions and balances have been eliminated.

~~The following table summarizes the carrying value and classification of assets and liabilities owned by the Logan joint venture and consolidated in our consolidated balance sheets (in millions).~~ There are significant other assets used in the operations of Logan that are not part of the joint venture, as they are directly owned and consolidated by Novelis or Tri-Arrows.

The following table summarizes the carrying value and classification of assets and liabilities owned by the Logan joint venture and consolidated in our consolidated balance sheets.


	March 31,
in millions	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	8	$	1
Accounts receivable, net	24		40
Inventories	92		72
Prepaid expenses and other current assets	3		1
Total current assets	127		114
Property, plant and equipment, net	19		29
Goodwill	12		12
Deferred income tax assets	76		64
Other long–term assets	35		27
Total assets	$	269	$	246
LIABILITIES
Current liabilities:
Accounts payable	$	38	$	43
Accrued expenses and other current liabilities	30		21
Total current liabilities	68		64
Accrued postretirement benefits	287		245
Other long–term liabilities	3		1
Total liabilities	$	358	$	310

March 31,
2016 2015
Assets
Current assets
Cash and cash equivalents $ 3
$ 2
Accounts receivable 33
40
Inventories 61
52
Prepaid expenses and other current assets 2
1
Total current assets 99
95
Property, plant and equipment, net 21
20
Goodwill 12
12
Deferred income taxes 84
65
Other long-term assets 8
4
Total assets $ 224
$ 196
Liabilities
Current liabilities
Accounts payable $ 30
$ 33
Accrued expenses and other current liabilities 15
12
Total current liabilities 45
45
Accrued postretirement benefits 214
166
Other long-term liabilities 3
2
Total liabilities $ 262
$ 213

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

9. INVESTMENT IN AND ADVANCES TO NON-CONSOLIDATED AFFILIATES AND RELATED PARTY TRANSACTIONS

Included in the accompanying consolidated financial statements are transactions and balances arising from business we conducted with our equity method non-consolidated affiliates.


9.	~~INVESTMENT IN AND ADVANCES TO NON-CONSOLIDATED AFFILIATES AND RELATED PARTY TRANSACTIONS~~

Alunorf

Aluminium Norf GmbH (Alunorf) is a joint venture investment between Novelis Deutschland GmbH, a subsidiary of Novelis, and Hydro Aluminum Deutschland GmbH (Hydro). Each of the parties to the joint venture holds a 50% interest in the equity, profits and losses, shareholder voting, management control and rights to use the production capacity of the facility. Alunorf tolls aluminum and charges the respective partner a fee to cover the associated expenses.

UAL

Ulsan Aluminum, Ltd. (UAL) is a joint venture investment between Novelis Korea Ltd., a subsidiary of Novelis, and Kobe. UAL is a thinly capitalized VIE that relies on the regular reimbursement of costs and expenses from its investors, Novelis and Kobe. UAL is controlled by an equally represented Board of Directors in which neither entity has sole decision-making ability regarding production operations or other significant decisions. Furthermore, neither entity has the ability to take the majority share of production or associated costs over the life of the joint venture. Our risk of loss is limited to the carrying value of our investment in and inventory-related receivables from UAL. UAL's creditors do not have recourse to our general credit. Therefore, UAL is accounted for as an equity method investment, and Novelis is not considered the primary beneficiary. UAL currently produces flat rolled aluminum products exclusively for Novelis and Kobe. As of March 31, 2020, Novelis and Kobe both hold 50% interests in UAL.

AluInfra

In July 2018, Novelis Switzerland SA (Novelis Switzerland), a subsidiary of Novelis, entered into definitive agreements with Constellium, an unrelated party, under which Novelis Switzerland and Constellium jointly own and operate AluInfra Services SA (AluInfra), the joint venture investment, which provides utility services to each partner. Each of the parties to the joint venture holds a 50% interest in the equity, profits and losses, shareholder voting, management control, and rights to use the facility.

The following table summarizes the ownership structure and our ownership percentage of the non-consolidated ~~affiliate~~affiliates in which we have ~~an investment~~investments in as of March 31, ~~2016~~2020 and ~~2015,~~2019, and which we account for using the equity method. We do not control our non-consolidated affiliate, but have the ability to exercise significant influence over the operating and financial policies. We have no material investments that we account for using the cost method.

Affiliate Name

Ownership Structure

Ownership

Percentage

Aluminium Norf GmbH (Alunorf)

Corporation

50%

Ulsan Aluminum, Ltd. (UAL)

Corporation

50%

AluInfra Services SA (AluInfra)

Corporation

50%

The following table summarizes the assets, liabilities and equity of our equity method ~~affiliate~~affiliates in the aggregate as of March 31, ~~2016~~2020 and ~~2015 (in millions).~~2019.


	March 31,
in millions	2020		2019
Assets:
Current assets	$	389	$	369
Non-current assets	801		835
Total assets	$	1,190	$	1,204
Liabilities:
Current liabilities	$	236	$	234
Non-current liabilities	358		345
Total liabilities	$	594	$	579
Equity:
Total equity	$	596	$	625
Total liabilities and equity	$	1,190	$	1,204

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31,
2016 2015
Assets:
Current assets $ 148
$ 145
Non-current assets 394
357
Total assets $ 542
$ 502
Liabilities:
Current liabilities $ 55
$ 51
Non-current liabilities 337
232
Total liabilities 392
283
Equity:
Total equity 150
219
Total liabilities and equity $ 542
$ 502

As of March 31, ~~2016~~,2020, the investment in Alunorf exceeded our proportionate share of the net assets ~~of Alunorf~~ by ~~$413~~$412 million. The difference is primarily related to the unamortized fair value adjustments that are included in our investment balance as a result of the acquisition of Novelis by Hindalco in 2007.

As of March 31, 2020, the investment in UAL exceeded our proportionate share of the net assets by $45 million. The difference primarily relates to goodwill.

The following table summarizes the results of operations of our equity method affiliates in the aggregate for the years ending March 31, ~~2016~~, ~~2015~~2020, 2019, and ~~2014; and~~2018 as well as the nature and amounts of significant transactions that we had with our non-consolidated ~~affiliates (in millions).~~affiliates. The amounts in the table below are disclosed at 100% of the operating results of these affiliates.

Year Ended March 31,
2016 2015 2014
Net sales $ 464
$ 524
$ 550
Costs and expenses related to net sales 463
527
543
Provision for taxes on income 2
—
4
Net (loss) income $ (1 ) $ (3 ) $ 3
Purchase of tolling services from Aluminium Norf GmbH (Alunorf) $ 232
$ 261
$ 275


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Net sales	$	1,178	$	1,245	$	866
Costs and expenses related to net sales	1,160		1,222		854
Income tax provision	5		7		3
Net income	$	13	$	16	$	9

Purchase of tolling services from Alunorf	$	243	$	254	$	245

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Related Party Transactions

Included in the accompanying consolidated financial statements are transactions and balances arising from business we conduct with ~~Alunorf, which we classify as related party transactions~~our non-consolidated affiliates and ~~balances.~~ our indirect parent company, Hindalco.

The following table describes the period-end account balances, ~~that we had with Norf,~~ shown as related party balances in the accompanying consolidated balance ~~sheets (in millions).~~sheets. We had no other material related party balances with non-consolidated affiliates.

March 31,
2016 2015
Accounts receivable-related parties $ 59
$ 53
Other long-term assets-related parties $ 16
$ 15
Accounts payable-related parties $ 48
$ 44

We earned less than $1 million of interest income on a loan due from Alunorf during each of the years presented in "Other long-term assets-related parties" in the table above. We believe collection of the full receivable from Alunorf is probable; thus no allowance for loan loss was provided for this loan as of ~~March 31, 2016~~ ~~and~~ ~~2015~~.

~~We have guaranteed the indebtedness for a credit facility and loan on behalf of Alunorf. The guarantee is limited to~~ ~~50%~~ ~~of the outstanding debt, not to exceed~~ ~~6 million~~ ~~euros. As of~~ ~~March 31, 2016~~, there were no amounts outstanding under our guarantee with Alunorf. We have also guaranteed the payment of early retirement benefits on behalf of Alunorf. As of March 31, 2016, this guarantee totaled $2 million.


	March 31,
in millions	2020		2019
Accounts receivable — related parties	$	164	$	164

Accounts payable — related parties	176		175

Transactions with Hindalco ~~and AV Metals Inc.~~

We occasionally have related party transactions with ~~our indirect parent company,~~ Hindalco. During the years ended March 31, ~~2016, 2015~~2020, 2019, and ~~2014~~2018, we recorded ~~“Net sales”~~"Net sales" of less than ~~$1 million~~, ~~$1 million~~ ~~and~~ $1 million ~~respectively,~~ between Novelis and ~~our indirect parent~~Hindalco related primarily to sales of equipment and other services. ~~During the year ended March 31, 2014, we sold our bauxite mining rights and certain alumina assets and liabilities in Brazil to Hindalco for $8 million in cash.~~ As of March 31, ~~2016~~2020 and ~~2015~~2019, there were ~~less than~~ $1 million and less than $1 million of "Accounts receivable — related parties" net -of "Accounts payable — related parties" outstanding related to transactions with Hindalco, respectively.

During the ~~year~~years ended March 31, ~~2016,~~2020 and 2019, Novelis purchased $5less than $1 million in raw materials from ~~Hindalco that were fully paid for during the quarter ended December 31, 2015. There were no such comparable purchases in the prior year.~~Hindalco.

~~In March 2014, we declared a return of capital to our direct shareholder, AV Metals Inc., in the amount of $250 million, which we subsequently paid on April 30, 2014.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

10. ~~ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES~~LEASES

We lease certain land, buildings and equipment under noncancelable operating lease arrangements and certain office space under finance lease arrangements. Upon adoption of ASC 842, we elected the following practical expedients:

~~“Accrued expenses~~•Non-lease components: Leases that contain non-lease components (primarily equipment maintenance) are accounted for as a single component and ~~other current liabilities” consists~~recorded on the consolidated balance sheet for certain asset classes including real estate and certain equipment. Non-lease components include, but are not limited to, common area maintenance, service arrangements, and supply agreements.

•Package of practical expedients: We will not reassess whether any expired or existing contracts are leases or contain leases, the lease classification for any expired or existing leases or any initial direct costs for any expired or existing leases as of the transition date.

•Additional transition method: We adopted the standard using a modified retrospective approach, applying the standard's transition provisions at the beginning of the period of adoption and maintain previous disclosure requirements for comparative periods.

We used the following policies and/or assumptions in evaluating our lease population:

•Lease determination: Novelis considers a contract to be or to contain a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.

•Discount rate: When our lease contracts do not provide a readily determinable implicit rate, we use the estimated incremental borrowing rate based on information available at the inception of the lease. The discount rate is determined by region and asset class.

•Variable payments: Novelis includes payments that are based on an index or rate within the calculation of right of use leased assets and lease liabilities, initially measured at the lease commencement date. Other variable lease payments include, but are not limited to, maintenance, service, and supply costs. These costs are disclosed as a component of total lease costs.

•Purchase options: Certain leases include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

•Renewal options: Most leases include one or more options to renew, with renewal terms that can extend the lease term from one or more years. The exercise of lease renewal options is at our sole discretion.

•Residual value guarantees, restrictions, or covenants: Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

•Short-term leases: Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term and expense the associated operating lease costs to "Selling, general, and administrative expenses" on the consolidated statement of operations.

The table below presents the classification of leasing assets and liabilities (in millions).

Leases

Consolidated Balance Sheet Classification

March 31, 2020

Assets

Operating lease right-of-use assets

Other long–term assets

Finance lease assets⁽¹⁾

Property, plant and equipment, net

Total lease assets

Liabilities

Current:

Operating lease liabilities

Accrued expenses and other current liabilities

Finance lease liabilities

Current portion of long–term debt

—

Long-term:

Operating lease liabilities

Other long–term liabilities

Finance lease liabilities

Long–term debt, net of current portion

Total lease liabilities

____________________

(1)Finance lease assets are recorded net of accumulated depreciation of $6 million as of March 31, 2020.

March 31,
2016 2015
Accrued compensation and benefits $ 174
$ 172
Accrued interest payable 66
67
Accrued income taxes 13
11
Other current liabilities 316
322
Accrued expenses and other current liabilities — third parties $ 569
$ 572

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~11. DEBT~~

~~Debt consists~~The table below presents the classification of lease related expenses or income as reported on the ~~following~~consolidated statements of operations (in millions). Amortization of and interest on liabilities related to finance leases were less than $1 million during the fiscal year ended March 31, 2020. Sublease income was $1 million during the fiscal year ended March 31, 2020.

March 31, 2016 March 31, 2015

Interest
Rates (A)
Principal
Unamortized
Carrying Value
Adjustments

Carrying
Value
Principal
Unamortized
Carrying Value
Adjustments

Carrying
Value
Third party debt:
Short term borrowings 2.84 % $ 579
$ —
   $ 579
$ 846
$ —
   $ 846
Novelis Inc.
Floating rate Term Loan Facility, due June 2022 4.00 % 1,787
(16 ) (B) 1,771
1,731
(13 ) (B) 1,718
8.375% Senior Notes, due December 2017 8.375 % 1,100
—
   1,100
1,100
—
   1,100
8.75% Senior Notes, due December 2020 8.75 % 1,400
—
   1,400
1,400
—
1,400
Capital lease obligations, due through July 2017 3.64 % 5
—
5
9
—
9
Novelis Korea Limited
Bank loans, due through September 2020 (KRW 226 billion) 2.79 % 195
—
   195
192
—
   192
Novelis Switzerland S.A.
Capital lease obligation, due through December 2019 (Swiss francs (CHF) 23 million) 7.50 % 23
(1 ) (C) 22
28
(1 ) (C) 27
Novelis do Brasil Ltda.
BNDES loans, due through April 2021 (BRL 16 million) 5.93 % 5
(1 ) (D) 4
7
(1 ) (D) 6
Other
Other debt, due through December 2020 3.64 % 1
—
   1
5
—
   5
Total debt 5,095
(18 ) 5,077
5,318
(15 ) 5,303
Less: Short term borrowings (579 ) —
   (579 ) (846 ) —
   (846 )
Current portion of long-term debt (47 ) —
   (47 ) (108 ) —
   (108 )
Long-term debt, net of current portion: $ 4,469
$ (18 ) $ 4,451
$ 4,364
$ (15 ) $ 4,349

~~(A)~~Expense Type

I~~nterest rates are the stated rates of interest on the debt instrument (not the effective interest rate) as of~~

Income Statement Classification

Fiscal Year Ended March 31, ~~2016~~,2020

Operating lease costs⁽¹⁾

Selling, general and therefore, exclude the effects of related interest rate swaps and accretion/amortization of fair value adjustments as a result of purchase accounting in connection with Hindalco's purchase of Novelis and accretion/amortization of debt issuance costs related to the debt exchange completed in fiscal 2009 and the series of refinancing transactions and additional borrowings we completed in fiscal 2011 through 2016. We present stated rates of interest because they reflect the rate at which cash will be paid for future debt service.administrative expenses

____________________

(1)Operating lease costs include short-term leases and variable lease costs.

Future minimum lease payments as of March 31, 2020, for our operating and capital leases having an initial or remaining non-cancelable lease term in excess of one year are as follows (in millions).


Fiscal Year Ending March 31,	Operating leases⁽¹⁾		Finance leases⁽²⁾
2021	$	28	$	—
2022	21		—
2023	16		—
2024	14		—
2025	10		—
Thereafter	19		1
Total minimum lease payments	108		1
Less: interest	13		—
Present value of lease liabilities	$	95	$	1

____________________

(1)Operating lease payments related to options to extend lease terms that are reasonably certain of being exercised are immaterial and we do not have leases signed but not yet commenced as of March 31, 2020.

(2)Finance lease payments related to options to extend lease terms that are reasonably certain of being exercised are immaterial and we do not have leases signed but not yet commenced as of March 31, 2020.

The following table presents the weighted-average remaining lease term and discount rates.


~~(B)~~			~~Debt existing at the time~~			As of Hindalco's purchase of Novelis was recorded at fair value. In connection with a series of refinancing transactions, a portion of the historical fair value adjustments were allocated to the Term Loan Facility, resulting in carrying value adjustments on this debt obligation. The unamortized carrying value also includes issuance discounts from subsequent refinancings. March 31, 2020

Weighted-average remaining lease term (years)
~~(C)~~Operating leases	~~Debt existing at the time of Hindalco's purchase of Novelis was recorded at fair value resulting in carrying value adjustments to our capital lease obligations in Novelis Switzerland.~~	6.3
Finance leases		6.0
Weighted-average discount rate
Operating leases		3.74	%
Finance leases		3.17	%

The following table presents supplemental information on our operating leases for the fiscal year ended March 31, 2020 (in millions). Operating and financing cash flows from finance leases were immaterial for the fiscal year ended March 31, 2020. Leased assets obtained in exchange for new operating and financing lease liabilities were $14 million for the fiscal year ended March 31, 2020, individually and in the aggregate.


Supplemental information	Fiscal Year Ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	64

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Disclosure related to periods prior to adoption of the new lease standard


~~(D)~~	The unamortized carrying value balance includes issuance discounts related to the difference resulting from the contractual rates of interest specified in the instruments that are lower than the market rates of interest upon issuance.

Rent expense included in our consolidated statements of operations was $27 million for the fiscal years ended March 31, 2019 and March 31, 2018. Future minimum lease payments as of March 31, 2019, for our operating and capital leases having an initial or remaining non-cancelable lease term in excess of one year are as follows (in millions).


Fiscal Year Ending March 31,	Operating leases		Capital lease obligations
2020	$	29	$	—
2021	22		—
2022	16		—
2023	12		—
2024	10		—
Thereafter	17		1
Total minimum lease payments	$	106	$	1
Less: interest portion on capital lease			—
Principal obligation on capital leases			$	1

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

"Accrued expenses and other current liabilities" consists of the following.


	March 31,
in millions	2020		2019
Accrued compensation and benefits	$	191	$	229
Accrued interest payable	50		44
Accrued income taxes	67		51
Other current liabilities	305		292
Accrued expenses and other current liabilities	$	613	$	616

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. DEBT

Debt consists of the following.


			March 31, 2020										March 31, 2019
in millions	Interest Rates⁽¹⁾		Principal		Unamortized Carrying Value Adjustments⁽²⁾		Carrying Value		Principal		Unamortized Carrying Value Adjustments⁽²⁾		Carrying Value
Short term borrowings	3.53	%	$	176	$	—	$	176	$	39	$	—	$	39
ABL Revolver	1.87	%	555		—		555		—		—		—
Novelis Inc.
Floating rate Term Loan Facility, due June 2022	3.30	%	1,742		(22)		1,720		1,760		(33)		1,727
Novelis Corporation
4.75% Senior Notes, due January 2030	4.75	%	1,600		(32)		1,568		—		—		—
5.875% Senior Notes, due September 2026	5.875	%	1,500		(16)		1,484		1,500		(19)		1,481
6.25% Senior Notes, due August 2024	6.25	%	—		—		—		1,150		(14)		1,136
Novelis Korea Limited
Bank loans, due through September 2020	1.75	%	—		—		—		1		—		1
Novelis China
Bank loans, due through June 2027 (CNY 254 million)	4.90	%	36		—		36		—		—		—
Other
Finance lease obligations and other debt, due through December 2026	5.16	%	1		—		1		2		—		2
Total debt			$	5,610	$	(70)	$	5,540	$	4,452	$	(66)	$	4,386
Less: Short term borrowings			(176)		—		(176)		(39)		—		(39)
Current portion of long-term debt			(19)		—		(19)		(19)		—		(19)
Long-term debt, net of current portion			$	5,415	$	(70)	$	5,345	$	4,394	$	(66)	$	4,328

_________________________

(1)Interest rates are the stated rates of interest on the debt instrument (not the effective interest rate) as of March 31, 2020, and therefore, exclude the effects of accretion/amortization of fair value adjustments as a result of purchase accounting in connection with Hindalco's purchase of Novelis and accretion/amortization of debt issuance costs related to refinancing transactions and additional borrowings. We present stated rates of interest because they reflect the rate at which cash will be paid for future debt service.

(2)Amounts include unamortized debt issuance costs, fair value adjustments and debt discounts.

Principal repayment requirements for our total debt over the next five years and thereafter ~~(excluding unamortized carrying value adjustments and~~ using exchange rates as of March 31, ~~2016~~2020 for our debt denominated in foreign ~~currencies)~~currencies are as follows (in millions).



As of March 31, 2020	Amount
Short-term borrowings and current portion of long term debt due within one year	$	195
2 years	19
3 years	1,708
4 years	4
5 years	561
Thereafter	3,123
Total debt	$	5,610

Short Term Borrowings

As of March 31, 2020, our short-term borrowings totaled $176 million consisting of $98 million in Korea loans (KRW 120 million), $60 million in Brazil loans (BRL 312 million), $17 million in China loans (CNY 120 million), and $1 million in other loans.

As of March 31, 2016 Amount
Short-term borrowings and Current portion of long term debt due within one year $ 626
2 years 1,204
3 years 125
4 years 23
5 years 1,421
Thereafter 1,696
Total $ 5,095

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Senior Secured Credit Facilities

As of March 31, ~~2016,~~2020, the senior secured credit facilities consisted of (i) a ~~$1.8 billion seven-year~~$1,742 million five-year secured term loan credit facility ~~(Term~~("Term Loan ~~Facility),~~Facility") and (ii) a ~~$1.2 billion five-year~~$1,500 million asset based loan facility ~~(ABL Revolver) and (iii) a $200 million 15-month subordinated secured lien revolving facility (Subordinated Lien Revolver)~~("ABL Revolver"). ~~As of March 31, 2016, $18 million of the Term Loan Facility is due within one year.~~

In June 2015, we entered into the Subordinated Lien Revolver with a maturity date of September 10, 2016. The interest rate for a loan under the Subordinated Lien Revolver is either equal to (i) a prime rate plus a spread of 2.5% or 2.25% depending on the total net leverage ratio then in effect or (ii) the higher of LIBOR and 0.75% plus a spread of 3.50% or 3.25% depending on the total net leverage ratio then in effect. The Subordinated Lien Revolver requires us to maintain a secured net leverage ratio of 4 to 1. Pursuant to the terms of the Term Loan Facility, such secured net leverage maintenance covenant will automatically apply to the Term Loan Facility as well for so long as the Subordinated Lien Revolver is in effect.

In June 2015, we entered into a Refinancing Amendment Agreement with respect to our Term Loan Facility. The Amendment increases the principal amount of the Term Loan Facility from $1.7 billion to $1.8 billion and extends the final maturity from December 17, 2017 to June 2, 2022; provided that, in the event that any series of our senior unsecured notes remain outstanding 92 days prior to its maturity date, then the Term Loan Facility will mature on such date, subject to limited exceptions. The loans under the Term Loan Facility accrue interest at the higher of LIBOR and 0.75% plus a 3.25% spread. The Amendment eliminates the senior secured net leverage covenant that requires us to maintain a minimum senior secured net leverage ratio (subject to the terms disclosed in the preceding paragraph). In addition, certain negative covenants were amended to increase the Company’s operational flexibility, including increasing flexibility to enter into working capital management programs and incur other debt.

In October 2014, we amended and extended our ABL Revolver by entering into a $1.2 billion, five-year, senior secured ABL Revolver bearing an interest rate of LIBOR plus a spread of 1.50% to 2.00% plus a prime spread of 0.50% to 1.00% based on excess availability. The ABL Revolver has a provision that allows the facility to be increased by an additional $500 million. The ABL Revolver has various customary covenants including maintaining a minimum fixed charge coverage ratio of 1.25 to 1 if excess availability is less than the greater of (1) $110 million and (2) 12.5% of the lesser of (a) the maximum size of the ABL Revolver and (b) the borrowing base. The fixed charge coverage ratio will be equal to the ratio of (1) (a) ABL Revolver defined Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") less (b) maintenance capital expenditures less (c) cash taxes; to (2) (a) interest expense plus (b) scheduled principal payments plus (c) dividends to the Company's direct holding company to pay certain taxes, operating expenses and management fees and repurchases of equity interests from employees, officers and directors. The ABL Revolver matures on October 6, 2019; provided that, in the event that any of the Notes, the Term Loan Facility, or certain other indebtedness are outstanding (and not refinanced with a maturity date later than April 6, 2020) 90 days prior to their respective maturity dates, then the ABL Revolver will mature 90 days prior to the maturity date for the Notes, the Term Loan Facility or such other indebtedness, as applicable; unless excess availability under the ABL Revolver is at least (i) 25% of the lesser of (x) the total ABL Revolver commitment and (y) the then applicable borrowing base and (ii) 20% of the lesser of (x) the total ABL Revolver commitment and (y) the then applicable borrowing base, and a minimum fixed charged ratio test of at least 1.25 to 1 is met.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The senior secured credit facilities contain various affirmative covenants, including covenants with respect to our financial statements, litigation and other reporting requirements, insurance, payment of taxes, employee benefits and (subject to certain limitations) causing new subsidiaries to pledge collateral and guaranty our obligations. The senior secured credit facilities also include various customary negative covenants and events of default, including limitations on our ability to (1) ~~make certain restricted payments, (2)~~ incur additional indebtedness, ~~(3)~~(2) sell certain assets, ~~(4)~~(3) enter into sale and leaseback transactions, ~~(5)~~(4) make investments, loans and advances, ~~(6)~~(5) pay dividends or returns of capital and distributions beyond certain amounts, ~~(7)~~(6) engage in mergers, amalgamations or consolidations, ~~(8)~~(7) engage in certain transactions with affiliates, and ~~(9)~~(8) prepay certain indebtedness. The Term Loan Facility also contains a financial maintenance covenant that prohibits Novelis' senior secured net leverage ratio as of the last day of each fiscal quarter period as measured on a rolling four quarter basis from exceeding 3.50 to 1.00, subject to customary equity cure rights. The senior secured credit facilities include a cross-default provision under which lenders could accelerate repayment of the loans if a payment or non-payment default arises under any other indebtedness with an aggregate principal amount of more than $100 million (or, in the case of the Term Loan Facility, ~~and Subordinated Lien Revolver,~~ under the ABL Revolver regardless of the amount outstanding). Substantially all of our assets are pledged as collateral under the senior secured credit facilities.

The credit agreement for the ABL Revolver contains a standard representation and warranty that no event since March 31, 2018 has occurred that has had, or is reasonably expected to have a material adverse effect (as defined therein), which is made on each borrowing under the facility. The credit agreement for the Term Loan Facility and Short Term Credit Agreement each contain a similar standard representation that was brought down on funding on April 14, 2020, but there is no ongoing bring down of such representation since there are no additional borrowings allowed under such facility.

Existing Term Loan Facility

The existing loans under our Term Loan Facility mature on June 2, 2022 and are subject to 0.25% quarterly amortization payments. The existing loans under the Term Loan Facility accrue interest at LIBOR plus 1.85%.

We will be required to apply the net cash proceeds we receive on or after the borrowing date from asset sales required by regulatory approvals related to the acquisition of Aleris to repay the existing and incremental term loans under the Term Loan Facility and the short term loans under the Short Term Credit Agreement (as defined below) on a pro rata basis, subject to certain reinvestment rights. The Term Loan Facility requires customary mandatory prepayments with excess cash flow, other asset sale proceeds, casualty event proceeds and proceeds of prohibited indebtedness, all subject to customary reinvestment rights and exceptions. The loans under the Term Loan Facility may be prepaid, in full or in part, at any time at Novelis' election without penalty or premium. The Term Loan Facility allows for additional term loans to be issued in an amount not to exceed $300 million (or its equivalent in other currencies) plus an unlimited amount if, after giving effect to such incurrences on a pro forma basis, the secured net leverage ratio does not exceed 3.00 to 1.00. The lenders under the Term Loan Facility have not committed to provide any such additional term loans other than the commitments under the 2020 Term Loan Increase Joinder Amendment, as described below.

As of March 31, ~~2016,~~2020, we were in compliance with the covenants for our Term Loan Facility.

Term Loan Facility Amendments

In November 2018, we amended the existing Term Loan Facility to, among other things, allow the incurrence of the financing to close the Aleris acquisition. We also secured financing by entering into a commitment letter with certain financial institutions, which was subsequently superseded by the agreements detailed below.

In December 2018, we entered into an increase joinder amendment (the "2018 Term Loan Increase Joinder Amendment") to our existing Term Loan Facility. The 2018 Term Loan Increase Joinder Amendment governed the commitments of certain financial institutions to provide, subject to closing conditions, up to $775 million of incremental term loans under the terms of our existing term loan credit agreement. The commitments under the 2018 Term Loan Increase Joinder Amendment expired in January 2020.

In February 2020, we entered into an amendment (the "Term Loan Amendment") to our Term Loan Facility. The Term Loan Amendment modifies the Term Loan Facility by amending certain terms to facilitate the closing of the acquisition of Aleris.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In February 2020, we entered into an increase joinder amendment (the "2020 Term Loan Increase Joinder Amendment") to our existing Term Loan Facility. The 2020 Term Loan Increase Joinder Amendment provides commitments of certain financial institutions to provide up to $775 million of incremental term loans under our existing term loan credit agreement. These commitments replaced the commitments of the same financial institutions under the 2018 Term Loan Increase Joinder Amendment. The proceeds of the incremental term loans were used to pay a portion of the consideration payable in the ~~Subordinated Lien~~acquisition of Aleris, which closed on April 14, 2020, as well as fees and expenses related to the acquisition, the incremental term loans, and short term loans. The incremental term loans will mature five years after the date on which they are borrowed, subject to 0.25% quarterly amortization payments. The incremental term loans will, once borrowed, accrue interest at LIBOR (as defined in the Term Loan Facility) plus 1.75%. The incremental term loans will be subject to the same voluntary and mandatory prepayment provisions, affirmative and negative covenants and events of default as those applicable to the existing term loans outstanding under our Term Loan Facility. The incremental term loans will be guaranteed by the same entities that have provided guarantees under our Term Loan Facility and secured on a pari passu basis with our existing term loans by security interests in substantially all of the assets of the Company and the guarantors, subject to our existing intercreditor agreement.

ABL Revolver

In April 2019, we entered into an amendment (the "ABL Amendment") to our existing ABL Revolver. Pursuant to the terms of the amendment, the commitments under the pre-existing $1 billion facility increased by $500 million on October 15, 2019. Aleris and certain of its U.S. subsidiaries will become borrowers under the ABL Revolver upon closing of the acquisition, and the ABL Amendment includes additional changes to facilitate the acquisition of Aleris (including permitting borrowings under the Short Term Credit Agreement) and the inclusion of certain Aleris assets in the borrowing base following the acquisition, if consummated. The ABL Amendment also includes additional changes to increase our operating flexibility.

In December 2019, at the request of our lenders, we entered into another amendment to our ABL Revolver to add contractual terms required under the United States regulation commonly known as "QFC Stay Rules" to be included in certain contracts entered into by systematically important banking organization.

In February 2020, we entered into an amendment to our ABL Revolver to amend certain terms of the ABL Revolver to facilitate the closing of the previously announced acquisition of Aleris.

The ABL Revolver is a senior secured revolver bearing an interest rate of LIBOR plus a spread of 1.25% to 1.75% or a prime rate plus a prime spread of 0.25% to 0.75% based on excess availability. The ABL Revolver has a provision that allows the facility to be increased by an additional $750 million, subject to lenders providing commitments for the increase. The ABL Revolver has various customary covenants including maintaining a specified minimum fixed charge coverage ratio of 1.25 to 1 if excess availability is less than the greater of (1) $115 million and (2) 10% of the lesser of (a) the maximum size of the ABL Revolver and (b) the borrowing base. The ABL Revolver matures on April 15, 2024; provided that, (1) in the event that the Short Term Credit Agreement (as defined below) is outstanding (and not refinanced with a maturity date later than October 15, 2024) 60 days prior to its maturity then the ABL Revolver will mature 60 days prior to the maturity date of the Short Term Credit Agreement (provided further that if we have commenced a refinancing of the Short Term Credit Agreement that is continuing on and after the date that is 60 days prior to the maturity date of the Short Term Credit Agreement and that is scheduled to be and is capable of being completed prior to the date that is 45 days prior to the maturity date of the Short Term Credit Agreement, then the ABL Revolver will mature 45 days prior to the maturity date of the Short Term Credit Agreement); and (2) in the event that the Term Loan Facility or certain other indebtedness is outstanding 90 days prior to its maturity (and not refinanced with a maturity date later than October 15, 2024, then the ABL Revolver will mature 90 days prior to the maturity date for such other indebtedness, as applicable; unless excess availability under the ABL Revolver is at least (i) 20% of the lesser of (x) the total ABL Revolver commitment and (y) the then applicable borrowing base and (ii) 15% of the lesser of (x) the total ABL Revolver commitment and (y) the then applicable borrowing base, and a minimum fixed charge ratio test of at least 1.25 to 1 is met.

As of March 31, 2020, we were in compliance with the covenants for our ABL Revolver.

As of March 31, 2020, we had $555 million in borrowings under our ABL revolver. We utilized $18 million of our ABL for letters of credit. We had availability of $186 million on the ABL Revolver, including $107 million of remaining availability which can be utilized for letters of credit.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Short Term Credit Facility

In February 2020, we entered into a short term credit agreement (the "Short Term Credit Agreement"). The Short Term Credit Agreement provides commitments of certain financial institutions to provide, subject to closing conditions (including the concurrent closing of our acquisition of Aleris), up to $1.1 billion of short term loans for purposes of funding a portion of the consideration payable in connection with the acquisition of Aleris, which closed on April 14, 2020, or repaying certain indebtedness of Aleris and its subsidiaries. These commitments replaced the commitments of the same financial institutions under the prior $1.5 billion Short Term Credit Agreement entered into in December 2018, which expired in January 2020. The short term loans, once borrowed, will be unsecured, will mature one year from the date on which they are borrowed, will not be subject to any amortization payments, and will accrue interest at LIBOR (as defined in the Short Term Credit Agreement) plus 0.95%. The short term loans will be guaranteed by the same entities that have provided guarantees under the Term Loan Facility and ABL Revolver.

~~Short-Term Borrowings~~The Short Term Credit Agreement contains voluntary prepayment provisions, affirmative and negative covenants and events of default substantially similar to those under the Term Loan Facility, other than changes to reflect the unsecured nature of the short term loans.

AsWe will be required to apply the net cash proceeds we receive from any debt and equity raised on or after the borrowing date to repay the short term loans, subject to certain exceptions. We will be required to apply the net cash proceeds we receive on or after the borrowing date from asset sales required by regulatory approvals related to the acquisition of ~~March 31, 2016, our short-term borrowings were~~ ~~$579 million~~ ~~consisting of~~ ~~$394 million~~ ~~of short-term~~Aleris to repay the short term loans, the incremental term loans and the existing term loans on a pro rata basis, subject to certain reinvestment rights. We will be required to apply the net cash proceeds we receive from any other asset sales, casualty losses, or condemnations on or after the borrowing date to repay short term loans, subject to certain reinvestment rights and exceptions, but only to the extent any funds remain after making any mandatory prepayments owed under the Term Loan Facility, as amended, and the agreement governing our ABL ~~Revolver,~~ ~~$38 million~~ ~~(KRW~~ ~~44 billion) in Novelis Korea bank loans,~~ ~~$77 million~~ in Novelis Brazil loans, $9 million (VND 203 billion) in Novelis Vietnam loans, $46 million in Novelis China loans (CNY 296 million), $12 million in Novelis Middle East and Africa loans and $3 million of other short term borrowings.Revolver.

~~As of~~ ~~March 31, 2016~~, ~~$12 million~~ ~~of the ABL Revolver was utilized for letters of credit, and we had~~ ~~$204 million~~ ~~in remaining availability under the ABL Revolver.~~

~~As of March 31, 2016, $200 million under the Subordinated Lien Revolver was available.~~

In fiscal years 2015 and 2016, Novelis Korea entered into various short-term facilities, including revolving loan facilities and committed credit lines. As of March 31, 2016, we had $204 million (KRW 236 billion) in remaining availability under these facilities.

~~In December 2014, Novelis China entered into a committed facility. As of March 31, 2016, we had $4 million (CNY 23 million) in remaining availability under this facility.~~

Senior Notes

~~In December 2010, we~~On September 14, 2016, Novelis Corporation, an indirect wholly owned subsidiary of Novelis Inc., issued ~~$1.1~~$1.5 billion in aggregate principal amount of ~~8.375%~~5.875% Senior Notes Due ~~2017~~2026 (the ~~2017 Notes)~~“2026 Senior Notes”). The 2026 Senior Notes are subject to semi-annual interest payments and ~~$1.4~~mature on September 30, 2026.

In January 2020, Novelis Corporation issued $1.6 billion in aggregate principal amount of ~~8.75%~~4.75% Senior Notes ~~Due 2020~~due 2030 (the ~~2020 Notes, and~~"2030 Senior Notes" together with the ~~2017~~2026 Senior Notes, the ~~Notes)~~"Senior Notes"). The proceeds were used to refinance all of Novelis Corporation's 6.25% Senior Notes due 2024 and the remainder was utilized to pay a portion of the consideration for the acquisition of Aleris, which closed on April 14, 2020. The 2030 Senior Notes are subject to semi-annual interest payments and mature on January 30, 2030. We incurred $32 million in debt issuance costs related to the issuance of the 2030 Senior Notes, which will be amortized as an increase to "Interest expense and amortization of debt issuance costs" over the term of the note.

As a result of this refinancing as well as the expiration of our 2018 Term Loan Increase Joinder Amendment and Short Term Credit Agreement, we recorded $71 million of "Loss on extinguishment of debt" on our consolidated statement of operations for fiscal 2020.

The Senior Notes are guaranteed, jointly and severally, on a senior unsecured basis, by Novelis Inc. and certain of its subsidiaries. The Senior Notes contain customary covenants and events of default that will limit our ability and, in certain instances, the ability of certain of our subsidiaries to (1) incur additional debt and provide additional guarantees, (2) pay dividends or return capital beyond certain amounts and make other restricted payments, (3) create or permit certain liens, (4) make certain asset sales, (5) use the proceeds from the sales of assets and subsidiary stock, (6) create or permit restrictions on the ability of certain of ~~the Company's~~Novelis' subsidiaries to pay dividends or make other distributions to ~~the Company,~~Novelis, (7) engage in certain transactions with affiliates, (8) enter into sale and leaseback transactions, (9) designate subsidiaries as unrestricted subsidiaries and (10) consolidate, merge or transfer all or substantially all of our assets and the assets of certain of our subsidiaries. During any future period in which either Standard & Poor's Ratings Group, Inc. or Moody's Investors Service, Inc. have assigned an investment grade credit rating to the Senior Notes and no default or event of default under the indenture has occurred and is continuing, most of the covenants will be suspended. The Senior Notes include a cross-acceleration event of default triggered if ~~(1)~~ any other indebtedness with an aggregate principal amount of more than $100 million is (1) accelerated prior to its maturity or (2) not repaid at its maturity. ~~As of March 31, 2016, we were in compliance with the covenants in the Notes.~~ The Senior Notes also contain customary call protection provisions for our ~~bond holders~~bondholders that extend through ~~December 2016~~September 2024 for the ~~2017~~2026 Senior Notes and ~~through December 2018~~January 2028 for the ~~2020~~2030 Senior Notes.

~~Korean Bank Loans~~

As of March 31, ~~2016, Novelis Korea had $17~~2020, we were in compliance with the covenants for our Senior Notes.

China Bank Loans

In September 2019, we entered into a credit agreement with the Bank of China to provide up to $75 million ~~(KRW~~ ~~20 billion) of outstanding long-term~~in unsecured loans ~~with various due within one year. All loans have variable interest rates with base rates tied~~ to ~~Korea's 91-day CD rate plus an applicable spread~~ ~~ranging from 0.91% to 1.58%.~~support previously announced capital expansion projects in China.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~Brazil BNDES Loans~~

~~Novelis Brazil entered into loan agreements with Brazil’s National Bank for Economic and Social Development (the BNDES loans) related to the plant expansion in Pindamonhangaba, Brazil (Pinda). As of~~ ~~March 31, 2016, there are $1 million of BNDES loans due within one year.~~

~~Other Long-term Debt~~

~~In December 2004, we entered into a~~ ~~fifteen-year capital lease obligation with Alcan for assets in Sierre, Switzerland, which has an interest rate of 7.5% and fixed quarterly payments of CHF~~ ~~1.7 million, (USD $1.8 million).~~

~~During fiscal 2013 and 2014, Novelis Inc. entered into various~~ ~~five-year capital lease arrangements to upgrade and expand our information technology infrastructure.~~

~~As of March 31, 2016, we had $1 million of other debt, including certain capital lease obligations, with due dates through December 2020.~~

~~Interest Rate Swaps~~

We use interest rate swaps to manage our exposure to changes in benchmark interest rates which impact our variable-rate debt. See Note 15- Financial Instruments and Commodity Contracts for further information about these interest rate swaps.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~12.~~13. SHARE-BASED COMPENSATION

The Company's board of directors has authorized long term incentive plans (LTIPs), under which Hindalco stock appreciation rights (Hindalco SARs), Novelis stock appreciation rights (Novelis SARs), ~~and~~ phantom restricted stock units (RSUs), and Novelis Performance Units (Novelis PUs) are granted to certain executive officers and key employees.

The Hindalco ~~SARs and Novelis~~ SARs vest at the rate of ~~25%~~33% per year, subject to the achievement of an annual performance ~~target,~~target. Fiscal year ended March 31, 2012 through fiscal year ended March 31, 2016 SARs expire in May of the seventh year from the original grant date, while fiscal 2017 and onwards SARs expire 7seven years from their original grant date. The performance criterion for vesting of the Hindalco SARs is based on the actual overall Novelis operating EBITDA compared to the target established and approved each fiscal year. The minimum threshold for vesting each year is 75% of each annual target operating EBITDA. Given that the performance criterion is based on an earnings target in a future period for each fiscal year, the grant date of the awards for accounting purposes is generally not established until the performance criterion has been defined.

Each Hindalco SAR is to be settled in cash based on the difference between the market value of one Hindalco share on the date of grant and the market value on the date of exercise. Each Novelis SAR is to be settled in cash based on the difference between the fair value of one Novelis phantom share on the original date of grant and the fair value of a phantom share on the date of the exercise. The amount of cash paid to settle Hindalco SARs and Novelis SARs ~~are~~is limited to ~~two and a half or three~~3 times the target payout,, depending on the plan year. The Hindalco SARs and Novelis SARs do not transfer any shareholder rights in Hindalco or Novelis to a participant. The Hindalco SARs and Novelis SARs are classified as liability awards and are remeasured at fair value each reporting period until the SARs are settled.

~~The~~In May 2016, the Company's board of directors approved the issuance of Novelis PUs which have a fixed $100 value per unit and will vest in full three years from the grant date, subject to specific performance ~~criterion for vesting of both the Hindalco SARs and Novelis SARs is based on the actual overall Novelis operating EBITDA~~criteria compared to the ~~target~~ established ~~and approved each~~target. We made a voluntary offer to the participants with outstanding Novelis SARs granted for fiscal ~~year.~~years 2012 through 2016 to exchange their Novelis SARs for an equivalently valued number of Novelis PUs. The ~~minimum threshold for vesting each year is 75% of each annual target operating EBITDA. Given that the performance criterion is~~voluntary exchange resulted in 1,054,662 Novelis SARs being modified into PUs which are not based on ~~an earnings target~~Novelis' nor Hindalco's fair values and are accounted for outside the scope of ASC 718, Compensation - Stock Compensation. This exchange was accounted for as a modification. There were 33,393 of Novelis SARs that remain outstanding as of March 31, 2020.

The RSUs are based on Hindalco's stock price. The RSUs vest either in ~~a future period for each fiscal year,~~full three years from the grant date ~~of the awards for accounting purposes is generally not established until the performance criterion has been defined.~~

~~The RSUs vest in full~~ or 33% per year over three years, ~~from the grant date,~~ subject to continued employment with the Company, but are not subject to performance criteria. Each RSU is to be settled in cash equal to the market value of one Hindalco share. The payout on the RSUs is limited to ~~three~~3 times the market value of one Hindalco share measured on the original date of grant. The RSUs are classified as liability awards and expensed over the requisite service period (three years) based on the Hindalco stock price as of each balance sheet date.

On May 13, 2013, the Company's board of directors amended the long-term incentive plans for fiscal years 2010 - 2013 (FY 2010 Plan), fiscal years 2011- 2014 (FY 2011 Plan), fiscal years 2012 - 2015 (FY 2012 Plan) and fiscal years 2013 - 2016 (FY 2013 Plan). The amendment gave each participant the option to cancel a portion of their outstanding Hindalco SARs for a lump-sum cash payment and/or the issuance of new Novelis SARs. The remaining Hindalco SARs and the new Novelis SARs continue to vest according to the terms and conditions of the original grant. The table below reflects the fiscal 2014 activity related to the participants' elections under the amendment.

Total compensation expense related to Hindalco SARs, Novelis SARs, and RSUs under the plans for the respective periods is presented in the table ~~below (in millions).~~below. These amounts are included in ~~“Selling,~~"Selling, general and administrative ~~expenses”~~expenses" in our consolidated statements of operations. As the performance criteria for fiscal years ~~2017, 2018~~2021, 2022, and ~~2019~~2023 have not yet been established, measurement periods for Hindalco SARs and Novelis SARs relating to those periods have not yet commenced. As a result, only compensation expense for vested and current year Hindalco SARs and Novelis SARs has been recorded.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Total compensation expense	$	(1)	$	17	$	21

Year Ended March 31,
2016 2015 2014
Total compensation (income) expense $ (2 ) $ 9
$ 27

The table below shows the RSUs activity for the fiscal year ended March 31, ~~2016~~.2020.


	Number of RSUs	Grant Date Fair Value (in Indian Rupees)	Aggregate Intrinsic Value (USD in millions)
RSUs outstanding as of March 31, 2019	5,306,623	179.27	$	16
Granted	2,685,744	198.88	—
Exercised	(3,069,299)	152.62	9
Forfeited/Cancelled	(175,752)	207.55	—
RSUs outstanding as of March 31, 2020	4,747,316	206.54	$	7

Number of
RSUs

Grant Date Fair
Value
(in Indian Rupees)

Aggregate
Intrinsic
Value (USD
in millions)
RSUs outstanding as of March 31, 2015 5,338,612
120.77
$ 12
Granted 2,193,752
123.69
—
Exercised (2,160,299 ) 132.82
5
Forfeited/Cancelled (789,340 ) 130.44
—
RSUs outstanding as of March 31, 2016 4,582,725
124.52
$ 7

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

The table below shows Hindalco SARs activity for the fiscal year ended March 31, ~~2016~~.

2020.


								Number of Hindalco SARs	Weighted Average Exercise Price (in Indian Rupees)	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (USD in millions)
	Number of Hindalco SARs		Weighted Average Exercise Price (in Indian Rupees)	Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (USD in millions)
SARs outstanding as of March 31, 2015	21,176,557		126.77	4.4	$	6
SARs outstanding as of March 31, 2019							SARs outstanding as of March 31, 2019	10,643,730	161.80	4.1	$	8
Granted	7,643,528		123.69	6.1	—		Granted	3,475,995	198.88	6.2	—
Exercised	(1,543,314	)	94.85	—	1		Exercised	(1,501,222)	119.36	0.0	3
Forfeited/Cancelled	(5,783,059	)	135.49	—	—		Forfeited/Cancelled	(176,537)	173.98	0.0	—
SARs outstanding as of March 31, 2016	21,493,712		125.65	4.4	—
SARs exercisable as of March 31, 2016	7,958,423		127.22	2.8	$	—
SARs outstanding as of March 31, 2020							SARs outstanding as of March 31, 2020	12,441,966	177.11	4.1	—
SARs exercisable as of March 31, 2020							SARs exercisable as of March 31, 2020	6,742,807	149.92	2.9	$	—

The table below shows the Novelis SARs activity for the fiscal year ended March 31, ~~2016~~.2020.


	Number of Novelis SARs	Weighted Average Exercise Price (in USD)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (USD in millions)
SARs outstanding as of March 31, 2019	73,948	$	86.10	1.9	$	—
Exercised	(32,717)	83.87		0.0	1
Forfeited/Cancelled	(7,838)	92.87		0.0	—
SARs outstanding as of March 31, 2020	33,393	86.70		1.0	1
SARs exercisable as of March 31, 2020	33,393	$	50.71	1.0	$	—

Number of
Novelis SARs Weighted
Average
Exercise Price
(in USD) Weighted Average
Remaining
Contractual Term
(In years) Aggregate
Intrinsic
Value (USD
in millions)
SARs outstanding as of March 31, 2015 1,033,735
$ 92.85
5.2
$ 3
Granted 673,677
65.35
6.1
—
Exercised (49,534 ) 83.26
—
1
Forfeited/Cancelled (315,995 ) 90.29
—
—
SARs outstanding as of March 31, 2016 1,341,883
80.00
5.1
—
SARs exercisable as of March 31, 2016 322,151
$ 91.08
3.7
$ —

The fair value of each unvested Hindalco SAR was estimated using the following assumptions:


	Year ended March 31,							Fiscal Year Ended March 31,
	2016		2015		2014			2020		2019		2018
Risk-free interest rate	7.23% - 7.68%		7.75% - 7.79%		8.67% - 8.96%		Risk-free interest rate	4.73% - 6.89%		6.24% - 7.28%		6.14% - 7.67%
Dividend yield	1.14	%	0.78	%	0.99	%	Dividend yield	1.27	%	0.58	%	0.53	%
Volatility	43% - 44%		39% - 46%		37% - 51%		Volatility	36% - 85%		27% - 39%		29% - 42%

The fair value of each unvested Novelis SAR was estimated using the following assumptions:


	Year ended March 31,							Fiscal Year Ended March 31,
	2016		2015		2014			2020		2019		2018
Risk-free interest rate	0.89% - 1.39%		0.96% - 1.59%		0.96% - 2.05%		Risk-free interest rate	0.00% - 0.35%		2.19% - 2.49%		1.71% - 2.79%
Dividend yield	—	%	—	%	—	%	Dividend yield	—	%	—	%	—	%
Volatility	38% - 41%		27% - 34%		28% - 41%		Volatility	24% - 40%		17% - 25%		20% - 25%

The fair value of each unvested Hindalco SAR was based on the difference between the fair value of a long call and a short call option. The fair value of each of these call options was determined using the Monte Carlo Simulation model. We used historical stock price volatility data of Hindalco on the National Stock Exchange of India to determine expected volatility assumptions. The risk-free interest rate is based on Indian treasury yields interpolated for a time period corresponding to the remaining contractual life. The forfeiture rate is estimated based on actual historical forfeitures. The dividend yield is estimated to be the annual dividend of the Hindalco stock over the remaining contractual lives of the Hindalco SARs. The value of each vested Hindalco SAR is remeasured at fair value each reporting period based on the excess of the current stock price over the exercise price, not to exceed the maximum payout as defined by the plans. The fair value of the Hindalco SARs is being recognized over the requisite performance and service period of each tranche, subject to the achievement of any performance criteria.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The fair value of each unvested Novelis SAR was based on the difference between the fair value of a long call and a short call option. The fair value of each of these call options was determined using the Monte Carlo Simulation model. We used the historical volatility of comparable companies to determine expected volatility assumptions. The risk-free interest rate is based on U.S. treasury yields for a time period corresponding to the remaining contractual life. The forfeiture rate is estimated based on actual historical forfeitures of Hindalco SARs. The value of each vested Novelis SAR is remeasured at fair value each reporting period based on the percentage increase in the current Novelis phantom stock price over the exercise price, not to exceed the maximum payout as defined by the plans. The fair value of the Novelis SARs is being recognized over the requisite performance and service period of each tranche, subject to the achievement of any performance criteria.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The cash payments made to settle Hindalco SAR liabilities were $2$3 million,, $8 $5 million,, and ~~$15~~$10 million,, in the fiscal years ended March 31, ~~2016, 2015,~~2020, 2019, and ~~2014,~~2018, respectively. The cash payments made to settle Novelis SAR liabilities were $1 million in the fiscal year ended March 31, 2020 and less than $1 million in the fiscal years ended March 31, 2019 and 2018. Total cash payments made to settle Hindalco RSUs were $5$9 million, $3$15 million, and $2$8 million in the years ended March 31, ~~2016, 2015~~2020, 2019, and ~~2014,~~2018, respectively. Unrecognized compensation expense related to the non-vested Hindalco SARs (assuming all future performance criteria are met) was $4$1 million ~~which is~~that are expected to be recognized over a weighted average period of 2.7 years. Unrecognized compensation expense related to the non-vested Novelis SARs (assuming all future performance criteria are met) was $10 million, which is expected to be recognized over a weighted average period of 2.71.4 years. Unrecognized compensation expense related to the RSUs was $3$2 million,, which will be recognized over the remaining weighted average vesting period of ~~1.3~~1.4 years.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~13.~~14. POSTRETIREMENT BENEFIT PLANS

Our pension obligations relate to: (1) funded defined benefit pension plans in the U.S., Canada, Switzerland, and the U.K.; (2) unfunded defined benefit pension plans in Germany; (3) unfunded lump sum indemnities payable upon retirement to employees in France ~~Malaysia~~ and Italy; and (4) partially funded lump sum indemnities in South Korea. Our other postretirement obligations (Other Benefits, as shown in certain tables below) include unfunded health care and life insurance benefits provided to retired employees in the U.S., Canada, and Brazil. We have combined our domestic (i.e. Canadian Plans) and foreign (i.e. All other Plans other than Canadian Plans) postretirement benefit plan disclosures because our domestic benefit obligation is not significant as compared to our total benefit obligation, as our foreign benefit obligation is ~~94%~~95% of the total benefit obligation, and the assumptions used to value domestic and foreign plans were not significantly different.

During fiscal year 2015 and as a result of the sale of our North America foil operations, $11 million of benefits were transferred out of the pension plan along with a corresponding amount of plan assets resulting in Fiscal 2018 settlement ~~accounting. Various other pension plans recognized settlements totaling $3 million as a result of restructuring initiatives and other factors. The settlements resulted in an insignificant impact~~activity primarily relates to the ~~statement~~formation of ~~operations.~~UAL.

In October 2014, the Society of Actuaries published an updated mortality table and mortality improvement scale for U.S. plans. We recognized an increase of $33 million to our benefit obligation and net actuarial loss as a result of updating mortality assumptions applicable to our U.S. plans. These deferred costs will be amortized on a straight-line basis to net periodic benefit costs in future years.

In June 2014, the Company amended its U.S. non-union retiree medical plan to extend retirees' option to participate in a Retiree Health Access Exchange (RHA). For calendar years 2014 through 2017, the Company will subsidize a portion of the retiree medical premium rates of the RHA. The Company will not provide a subsidy beginning in calendar year 2018. The amendment to the plan resulted in a plan remeasurement and recognition of prior service costs of approximately $11 million which is being amortized on a straight-line basis through December 31, 2017, subject to an annual remeasurement adjustment.

In August 2013, the Company amended its U.S. non-union retiree medical plan. Beginning January 2014, the health care benefits provided by the Company to retirees' was discontinued and replaced with the retirees' option to participate in a new Retiree Health Access Exchange. For calendar year 2014 and 2015, the Company will subsidize a portion of the retiree medical premium rates of the RHA. The amendment resulted in the Company no longer providing a subsidy beginning in calendar year 2016. The amendments to the plan resulted in a plan remeasurement and recognition of a negative plan amendment, which reduced our obligation by $97 million as of August 31, 2013. The negative plan amendment, net of unrecognized actuarial losses resulted in a credit balance of $70 million recorded in AOCI as of August 31, 2013. The $70 million is being amortized, on a straight-line basis, as a reduction to net periodic benefit cost from September 1, 2013 through December 31, 2015, subject to an annual remeasurement adjustment.

Employer Contributions to Plans

For pension plans, our policy is to fund an amount required to provide for contractual benefits attributed to service to-date, and amortize unfunded actuarial liabilities typically over periods of 15 years or less. We also participate in savings plans in Canada and the U.S., as well as defined contribution pension plans in the U.S., U.K., Canada, Germany, Italy, Switzerland, ~~Malaysia~~ and Brazil.

We contributed the following amounts ~~(in millions)~~ to all plans.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Funded pension plans	$	52	$	35	$	57
Unfunded pension plans	12		12		12
Savings and defined contribution pension plans	33		31		27
Total contributions	$	97	$	78	$	96

Year Ended March 31,
2016 2015 2014
Funded pension plans $ 28
$ 28
$ 31
Unfunded pension plans 12
13
13
Savings and defined contribution pension plans 24
18
20
Total contributions $ 64
$ 59
$ 64

During fiscal year ~~2017,~~2021, we expect to contribute ~~$23~~$70 million to our funded pension plans, ~~$13~~$12 million to our unfunded pension plans and ~~$23~~$33 million to our savings and defined contribution pension plans.

Benefit Obligations, Fair Value of Plan Assets, Funded Status and Amounts Recognized in Financial Statements

The following tables present the change in benefit obligation, change in fair value of plan assets and the funded status for pension and other ~~benefits (in millions).~~benefits.


	Pension Benefit Plans						Other Pension Plans
	Fiscal Year Ended March 31,						Fiscal Year Ended March 31,
in millions	2020		2019		2020		2019
Benefit obligation at beginning of period	$	1,987	$	1,983	$	171	$	176
Service cost	39		39		10		9
Interest cost	59		60		7		7
Members’ contributions	5		4		—		—
Benefits paid	(74)		(70)		(7)		(7)
Amendments	—		3		—		—
Curtailments, settlements and special termination benefits	(11)		—		—		—
Actuarial losses (gains)	77		36		(4)		(14)
Other	(3)		(3)		—		—
Currency losses (gains)	(25)		(65)		(1)		—
Benefit obligation at end of period	$	2,054	$	1,987	$	176	$	171

Benefit obligation of funded plans	$	1,737	$	1,686	$	—	$	—
Benefit obligation of unfunded plans	317		301		176		171
Benefit obligation at end of period	$	2,054	$	1,987	$	176	$	171

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~


	Pension Benefit Plans
	Fiscal Year Ended March 31,
in millions	2020		2019
Change in fair value of plan assets
Fair value of plan assets at beginning of period	$	1,300	$	1,317
Actual return on plan assets	36		40
Members’ contributions	5		4
Benefits paid	(74)		(70)
Company contributions	64		47
Settlements	(11)		—
Other	(3)		(3)
Currency (losses) gains	(19)		(35)
Fair value of plan assets at end of period	$	1,298	$	1,300

Pension Benefits Other Benefits

Year Ended
March 31,
Year Ended
March 31,
2016 2015 2016 2015
Benefit obligation at beginning of period $ 1,863
$ 1,672
$ 139
$ 135
Service cost 47
43
5
5
Interest cost 59
66
5
5
Members’ contributions 5
5
—
—
Benefits paid (65 ) (56 ) (10 ) (10 )
Amendments —
(3 ) —
11
Curtailments, settlements and special termination benefits (1 ) (16 ) —
(1 )
Actuarial (gains) losses (43 ) 296
11
(4 )
Other (1 ) (2 ) —
—
Currency losses (gains) 4
(142 ) 1
(2 )
Benefit obligation at end of period $ 1,868
$ 1,863
$ 151
$ 139
Benefit obligation of funded plans $ 1,578
$ 1,558
$ —
$ —
Benefit obligation of unfunded plans 290
305
151
139
Benefit obligation at end of period $ 1,868
$ 1,863
$ 151
$ 139

Pension Benefits

Year Ended
March 31,
2016 2015
Change in fair value of plan assets
Fair value of plan assets at beginning of period $ 1,233
$ 1,163
Actual return on plan assets (21 ) 159
Members’ contributions 5
5
Benefits paid (65 ) (56 )
Company contributions 39
41
Settlements (1 ) (14 )
Other (1 ) (2 )
Currency (12 ) (63 )
Fair value of plan assets at end of period $ 1,177
$ 1,233

March 31,
2016 2015

Pension
Benefits

Other
Benefits

Pension
Benefits

Other
Benefits
Funded status
Funded status at end of period:
Assets less the benefit obligation of funded plans $ (401 ) $ —
$ (325 ) $ —
Benefit obligation of unfunded plans (290 ) (151 ) (305 ) (139 )
$ (691 ) $ (151 ) $ (630 ) $ (139 )
As included in our consolidated balance sheets within Total assets / (Total liabilities)
Other non- current assets $ —
$ —
$ 1
$ —
Accrued expenses and other current liabilities (13 ) (9 ) (12 ) (10 )
Accrued postretirement benefits (678 ) (142 ) (619 ) (129 )
$ (691 ) $ (151 ) $ (630 ) $ (139 )

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~


	March 31,
	2020						2019
in millions	Pension Benefit Plans		Other Benefit Plans		Pension Benefit Plans		Other Benefit Plans
Funded status
Funded status at end of period:
Assets less the benefit obligation of funded plans	$	(439)	$	—	$	(386)	$	—
Benefit obligation of unfunded plans	(317)		(176)		(301)		(171)
	$	(756)	$	(176)	$	(687)	$	(171)
As included in our consolidated balance sheets within Total assets / (Total liabilities)
Other long–term assets	$	18	$	—	$	5	$	—
Accrued expenses and other current liabilities	(12)		(8)		(12)		(7)
Accrued postretirement benefits	(762)		(168)		(680)		(164)
	$	(756)	$	(176)	$	(687)	$	(171)

The postretirement amounts recognized in ~~“Accumulated~~"Accumulated other comprehensive loss,”" before tax effects, are presented in the table below, ~~(in millions),~~ and includes the impact related to our equity method investments. Amounts are amortized to net periodic benefit cost over the group’s average future service life of the employees or the group's average life expectancy.


	March 31,
	2020						2019
in millions	Pension Benefit Plans		Other Benefit Plans		Pension Benefit Plans		Other Benefit Plans
Net actuarial losses	$	(455)	$	(8)	$	(377)	$	(13)
Prior service credit	9		4		10		5
Total postretirement amounts recognized in Accumulated other comprehensive loss	$	(446)	$	(4)	$	(367)	$	(8)

March 31,
2016 2015

Pension
Benefits

Other
Benefits

Pension
Benefits

Other
Benefits
Net actuarial losses $ (444 ) $ (22 ) $ (450 ) $ (14 )
Prior service credit 9
6
11
32
Total postretirement amounts recognized in Accumulated other comprehensive (loss) income $ (435 ) $ (16 ) $ (439 ) $ 18

The estimated amounts that will be amortized from ~~“Accumulated~~"Accumulated other comprehensive ~~loss”~~loss" into net periodic benefit ~~costs~~cost in fiscal year ~~2017~~2021 (exclusive of equity method investments) are ~~$38~~$48 million for pension benefit costs related to net actuarial losses of ~~$40~~$49 million partially offset by prior service credits of $2$1 million, and $6less than $1 million for other postretirement benefits, primarily related to amortization of ~~prior service costs of $2 million and net~~ actuarial losses of $4less than $1 million.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The postretirement changes recognized in ~~“Accumulated~~"Accumulated other comprehensive loss,”" before tax effects, are presented in the table below, ~~(in millions),~~ and include the impact related to our equity method investments.


	March 31,
	2020						2019
in millions	Pension Benefit Plans		Other Benefit Plans		Pension Benefit Plans		Other Benefit Plans
Beginning balance in Accumulated other comprehensive loss	$	(367)	$	(8)	$	(342)	$	(24)
Curtailments, settlements, and special termination benefits	3		—		2		—

Net actuarial (loss) gain	(124)		4		(75)		14
Prior service cost	—		—		(3)		—
Amortization of:
Prior service credits	(1)		—		(1)		—
Actuarial losses	40		—		35		2
Effect of currency exchange	3		—		17		—
Total postretirement amounts recognized in Accumulated other comprehensive loss	$	(446)	$	(4)	$	(367)	$	(8)

March 31,
2016 2015

Pension
Benefits

Other
Benefits

Pension
Benefits

Other
Benefits
Beginning balance in Accumulated other comprehensive (loss) income $ (439 ) $ 18
$ (268 ) $ 56
Plan amendment —
—
3
(11 )
Net actuarial (loss) gain (25 ) (11 ) (249 ) 5
Amortization of:

Prior service credits (2 ) (27 ) (2 ) (37 )
Actuarial losses 41
4
24
5
Effect of currency exchange (10 ) —
53
—
Total postretirement amounts recognized in Accumulated other comprehensive (loss) income $ (435 ) $ (16 ) $ (439 ) $ 18

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Pension Plan Obligations

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets are presented in the table ~~below (in millions).~~

below.


						March 31,
	March 31,
	2016		2015
in millions					in millions	2020		2019
The projected benefit obligation and accumulated benefit obligation for all defined benefit pension plans:					The projected benefit obligation and accumulated benefit obligation for all defined benefit pension plans:
Projected benefit obligation	$	1,868	$	1,863	Projected benefit obligation	$	2,054	$	1,987
Accumulated benefit obligation	$	1,692	$	1,689	Accumulated benefit obligation	1,901		1,835
Pension plans with projected benefit obligations in excess of plan assets:					Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation	$	1,868	$	1,760	Projected benefit obligation	$	1,683	$	1,886
Fair value of plan assets	$	1,177	$	1,129	Fair value of plan assets	908		1,195
Pension plans with accumulated benefit obligations in excess of plan assets:					Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation	$	1,567	$	1,563	Accumulated benefit obligation	$	1,500	$	1,705
Fair value of plan assets	$	1,039	$	1,093	Fair value of plan assets	862		1,153
Pension plans with projected benefit obligations less than plan assets:					Pension plans with projected benefit obligations less than plan assets:
Projected benefit obligation	$	—	$	103	Projected benefit obligation	$	371	$	101
Fair value of plan assets	$	—	$	104	Fair value of plan assets	389		105

Future Benefit Payments

Expected benefit payments to be made during the next ten fiscal years are listed in the table ~~below (in millions).~~below.


in millions	Pension Benefit Plans		Other Benefit Plans
2021	$	80	$	7
2022	86		8
2023	87		8
2024	93		9
2025	95		9
2026 through 2030	530		55
Total	$	971	$	96

Pension Benefits Other Benefits
2017 $ 66
$ 9
2018 68
8
2019 72
6
2020 77
7
2021 81
8
2021 through 2025 465
50
Total $ 829
$ 88

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for the respective periods are listed in the table ~~below (in millions).~~below.


	Pension Benefit Plans										Other Benefit Plans
	Fiscal Year Ended March 31,										Fiscal Year Ended March 31,
in millions	2020		2019		2018		2020		2019		2018
Service cost	$	39	$	39	$	44	$	10	$	9	$	7
Interest cost	59		60		60		7		7		7
Expected return on assets	(71)		(66)		(63)		—		—		—
Amortization — losses, net	36		32		36		1		2		1
Amortization — prior service credit	(1)		(1)		(1)		—		—		—
Termination benefits/curtailments	3		2		2		—		—		—
Net periodic benefit cost⁽¹⁾	65		66		78		18		18		15
Proportionate share of non-consolidated affiliates’ pension costs	10		10		9		—		—		—
Total net periodic benefit cost recognized	$	75	$	76	$	87	$	18	$	18	$	15

_________________________

Pension Benefits Other Benefits

Year Ended
March 31,
Year Ended
March 31,
2016 2015 2014 2016 2015 2014
Net periodic benefit costs
Service cost $ 47
$ 43
$ 48
$ 5
$ 5
$ 8
Interest cost 59
66
63
5
5
7
Expected return on assets (67 ) (69 ) (67 ) —
—
—
Amortization — losses 37
22
30
4
5
7
Amortization — prior service credit (2 ) (2 ) (2 ) (27 ) (37 ) (24 )
Curtailment/settlement/special termination
losses (gains)
—
1
1
—
(1 ) —
Net periodic benefit cost (income) $ 74
$ 61
$ 73
$ (13 ) $ (23 ) $ (2 )
Proportionate share of non-consolidated affiliates’ pension costs 9
7
7
—
—
—
Total net periodic benefit costs (income) recognized $ 83
$ 68
$ 80
$ (13 ) $ (23 ) $ (2 )

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

(1)Service cost is included within "Cost of goods sold (exclusive of depreciation and amortization)" and "Selling, general and administrative expenses" while all other cost components are recorded within "Other expenses, net."

Actuarial Assumptions and Sensitivity Analysis

The weighted average assumptions used to determine benefit obligations and net periodic benefit ~~costs~~cost for the respective periods are listed in the table below.


	Pension Benefits						Other Benefits							Pension Benefit Plans										Other Benefit Plans
	Year Ended March 31,						Year Ended March 31,							Fiscal Year Ended March 31,										Fiscal Year Ended March 31,
	2016		2015		2014		2016		2015		2014			2020		2019		2018		2020		2019		2018
Weighted average assumptions used to determine benefit obligations													Weighted average assumptions used to determine benefit obligations
Discount rate	3.3	%	3.1	%	4.0	%	4.0	%	3.6	%	4.1	%	Discount rate	2.6	%	3.0	%	3.1	%	3.4	%	4.0	%	4.0	%
Average compensation growth	3.1	%	3.1	%	3.1	%	3.5	%	3.5	%	3.5	%	Average compensation growth	3.1		3.2		3.1		3.3		3.5		3.5
Weighted average assumptions used to determine net periodic benefit cost													Weighted average assumptions used to determine net periodic benefit cost
Discount rate	3.1	%	4.0	%	3.9	%	3.6	%	4.1	%	3.8	%	Discount rate	3.0	%	3.1	%	3.2	%	4.0	%	4.0	%	4.1	%
Average compensation growth	3.1	%	3.1	%	3.1	%	3.5	%	3.5	%	3.5	%	Average compensation growth	3.2		3.1		3.1		3.3		3.5		3.5
Expected return on plan assets	5.6	%	6.1	%	6.3	%	—	%	—	%	—	%	Expected return on plan assets	5.5		5.2		5.2		—		—		—

In selecting the appropriate discount rate for each plan, for pension and other postretirement plans in Canada, the U.S., U.K., and other Euro zone countries, we used spot rate yield curves and individual bond matching models. For other countries, we used published long-term high quality corporate bond indices with adjustments made to the index rates based on the duration of the plans' obligation.

In estimating the expected return on assets of a pension plan, consideration is given primarily to its target allocation, the current yield on long-term bonds in the country where the plan is established, and the historical risk premium of equity or real estate over long-term bond yields in each relevant country. The approach is consistent with the principle that assets with higher risk provide a greater return over the long-term. The expected long-term rate of return on plan assets is ~~5.4%~~5.1% in fiscal ~~2017.~~2021.

We provide unfunded health care and life insurance benefits to our retired employees in Canada, the U.S. and Brazil, for which we paid ~~$10~~$7 million,, ~~$10~~ $7 million,, and $9$8 million in fiscal ~~2016, 2015~~2020, 2019, and ~~2014,~~2018, respectively. The assumed health care cost trend used for measurement purposes is ~~7.1%~~7.0% for fiscal ~~2017,~~2021, decreasing gradually to 5%5.0% in ~~2026~~2030 and remaining at that level thereafter.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A change of one percentage point in the assumed health care cost trend rates would have the following effects on our other ~~benefits (in millions).~~benefits.


in millions	1% Increase		1% Decrease
Sensitivity Analysis
Effect on service and interest costs	$	3	$	(2)
Effect on benefit obligation	17		(15)

1% Increase 1% Decrease
Sensitivity Analysis
Effect on service and interest costs $ 1
$ (1 )
Effect on benefit obligation $ 14
$ (13 )

In addition, we provide post-employment benefits, including disability, early retirement and continuation of benefits (medical, dental, and life insurance) to our former or inactive employees, which are accounted for on the accrual basis in accordance with ASC ~~No.~~ 712, Compensation — Retirement Benefits. ~~“Other long-term liabilities”~~"Other long–term liabilities" and "Accrued expenses and other current liabilities" on our consolidated balance sheets include ~~$12~~$14 million and $5$4 million, respectively, as of March 31, ~~2016~~,2020, for these benefits. Comparatively, ~~“Other long-term liabilities”~~"Other long–term liabilities" and "Accrued expenses and other current liabilities" on our consolidated balance sheets include ~~$10~~$11 million and $4 million, respectively, as of March 31, ~~2015.~~2019.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Investment Policy and Asset Allocation

The Company’s overall investment strategy is to achieve a mix of approximately 50% of investments for long-term growth (equities, real estate) and 50% for near-term benefit payments (debt securities, other) with a wide diversification of asset categories, investment styles, fund strategies and fund managers. Since most of the defined benefit plans are closed to new entrants, we expect this strategy to gradually shift more investments toward near-term benefit payments.

Each of our funded pension plans is governed by an Investment Fiduciary, who establishes an investment policy appropriate for the pension plan. The Investment Fiduciary is responsible for selecting the asset allocation for each plan, monitoring investment managers, monitoring returns versus benchmarks and monitoring compliance with the investment policy. The targeted allocation ranges by asset class, and the actual allocation percentages for each class are listed in the table below.


Asset Category	Target Allocation Ranges	Allocation in Aggregate as of March 31,		Asset Category	Target Allocation Ranges	Allocation in Aggregate as of March 31,
		2016	2015							2020	2019
Equity	15-53%	32%	36%	Equity	14-55%	37	%	33	%
Fixed income	47-68%	62%	60%	Fixed income	38-76%	50	%	52	%
Real estate	0-15%	2%	1%	Real estate	0-15%	2	%	2	%
Other	0-16%	5%	3%	Other	0-12%	11	%	13	%

Fair Value of Plan Assets

The following pension plan assets are measured and recognized at fair value on a recurring ~~basis (in millions).~~basis. Please see Note ~~17—~~18 – Fair ~~value measurements~~Value Measurements for a description of the fair value hierarchy. The U.S. and Canadian pension plan assets are invested exclusively in commingled funds and classified in Level 2, and the U.K., Switzerland, and South Korea pension plan assets are invested in both direct investments (Levels 1 and 2) and commingled funds (Level 2).

Pension Plan Assets


	March 31, 2020														March 31, 2019
in millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total


Fixed income	149		46		—		195		138		42		—		180

Cash and cash equivalents	13		—		—		13		12		—		—		12

Investments measured at net asset value⁽¹⁾	—		—		—		1,090		—		—		—		1,108
Total	$	162	$	46	$	—	$	1,298	$	150	$	42	$	—	$	1,300

_________________________

(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

March 31, 2016
Fair Value Measurements Using March 31, 2015
Fair Value Measurements Using
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Equity $ —
$ 375
$ —
$ 375
$ 85
$ 361
$ —
$ 446
Fixed income 131
592
—
723
135
608
—
743
Real estate —
25
—
25
—
15
—
15
Cash and cash equivalents 9

—
9
8
—
—
8
Other —
45
—
45
—
21
—
21
Total $ 140
$ 1,037
$ —
$ 1,177
$ 228
$ 1,005
$ —
$ 1,233

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~14.~~15. CURRENCY LOSSES (GAINS) ~~LOSSES~~

The following currency (gains) losses are included in ~~“Other (income) expense, net”~~"Other expenses, net" in the accompanying consolidated statements of ~~operations (in millions).~~operations.

Year Ended March 31,
2016 2015 2014
(Gain) loss on remeasurement of monetary assets and liabilities, net $ (55 ) $ 14
$ (26 )
Loss released from accumulated other comprehensive loss 1
3
2
Loss recognized on balance sheet remeasurement currency exchange contracts, net 52
10
17
Currency (gains) losses, net $ (2 ) $ 27
$ (7 )


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Gain on remeasurement of monetary assets and liabilities, net	$	(23)	$	(5)	$	(46)
Loss recognized on balance sheet remeasurement currency exchange contracts, net	26		6		47
Currency losses, net	$	3	$	1	$	1

The following currency ~~(losses) gains~~losses are included in ~~Accumulated~~"Accumulated other comprehensive ~~loss (“AOCI”)~~loss" and ~~“Noncontrolling interests”~~"Noncontrolling interests" in the accompanying consolidated balance ~~sheets (in millions).~~sheets.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Cumulative currency translation adjustment — beginning of period	$	(236)	$	(65)	$	(256)
Effect of changes in exchange rates	(73)		(171)		191
Cumulative currency translation adjustment — end of period	$	(309)	$	(236)	$	(65)

Year Ended March 31,
2016 2015 2014
Cumulative currency translation adjustment — beginning of period $ (214 ) $ 90
$ (30 )
Effect of changes in exchange rates 17
(304 ) 120
Cumulative currency translation adjustment — end of period $ (197 ) $ (214 ) $ 90

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~15.~~16. FINANCIAL INSTRUMENTS AND COMMODITY CONTRACTS

The following tables summarize the gross fair values of our financial instruments and commodity contracts as of March 31, ~~2016~~2020 and ~~2015 (in millions):~~2019:


															March 31, 2020
	March 31, 2016														Assets						Liabilities				Net Fair Value
	Assets				Liabilities						Net Fair Value
	Current		Noncurrent(A)		Current			Noncurrent(A)			Assets/(Liabilities)
in millions														in millions	Current		Noncurrent⁽¹⁾		Current		Noncurrent⁽¹⁾		Assets/(Liabilities)
Derivatives designated as hedging instruments:														Derivatives designated as hedging instruments:
Cash flow hedges														Cash flow hedges
Aluminum contracts	$	10	$	—	$	(2	)	$	—		$	8
Metal contracts														Metal contracts	$	84	$	—	$	(11)	$	(3)	$	70
Currency exchange contracts	15		5		(3		)	(5		)	12			Currency exchange contracts	2		—		(68)		(7)		(73)
Energy contracts	—		—		(4		)	—			(4		)	Energy contracts	—		—		(11)		(4)		(15)
Interest rate swaps	—		—		—			(1		)	(1		)
Net Investment hedges
Currency exchange contracts	—		—		(1		)	—			(1		)
Total derivatives designated as hedging instruments	25		5		(10		)	(6		)	14			Total derivatives designated as hedging instruments	86		—		(90)		(14)		(18)
Derivatives not designated as hedging instruments														Derivatives not designated as hedging instruments
Aluminum contracts	24		—		(26		)	—			(2		)
Metal contracts														Metal contracts	103		—		(92)		(1)		10
Currency exchange contracts	39		—		(39		)	(1		)	(1		)	Currency exchange contracts	13		—		(31)		—		(18)
Energy contracts	—		1		(10		)	—			(9		)	Energy contracts	—		—		(1)		—		(1)
Total derivatives not designated as hedging instruments	63		1		(75		)	(1		)	(12		)	Total derivatives not designated as hedging instruments	116		—		(124)		(1)		(9)
Total derivative fair value	$	88	$	6	$	(85	)	$	(7	)	$	2		Total derivative fair value	$	202	$	—	$	(214)	$	(15)	$	(27)


	March 31, 2019
	Assets						Liabilities				Net Fair Value
	Current		Noncurrent⁽¹⁾		Current		Noncurrent⁽¹⁾		Assets/(Liabilities)
Derivatives designated as hedging instruments:
Cash flow hedges
Metal contracts	$	6	$	—	$	(10)	$	—	$	(4)
Currency exchange contracts	4		—		(15)		(1)		(12)
Energy contracts	—		—		(1)		(4)		(5)
Total derivatives designated as hedging instruments	10		—		(26)		(5)		(21)
Derivatives not designated as hedging instruments
Metal contracts	38		1		(34)		(1)		4
Currency exchange contracts	22		1		(27)		(1)		(5)
Total derivatives not designated as hedging instruments	60		2		(61)		(2)		(1)
Total derivative fair value	$	70	$	2	$	(87)	$	(7)	$	(22)

_________________________

(1) The noncurrent portions of derivative assets and liabilities are included in "Other long–term assets" and in "Other long–term liabilities," respectively, in the accompanying consolidated balance sheets.

100

March 31, 2015
Assets Liabilities Net Fair Value
Current Noncurrent(A) Current Noncurrent(A) Assets/(Liabilities)
Derivatives designated as hedging instruments:
Cash flow hedges
Aluminum contracts $ 15
$ —
$ (5 ) $ —
$ 10
Currency exchange contracts 4
—
(42 ) (15 ) (53 )
Energy contracts —
—
(6 ) (2 ) (8 )
Interest rate swaps —
—
(1 ) —
(1 )
Net Investment hedges
Currency exchange contracts 5
—
—
—
5
Total derivatives designated as hedging instruments 24
—
(54 ) (17 ) (47 )
Derivatives not designated as hedging instruments
Aluminum contracts 24
—
(26 ) —
(2 )
Currency exchange contracts 26
—
(54 ) —
(28 )
Energy contracts 3
—
(15 ) (7 ) (19 )
Total derivatives not designated as hedging instruments 53
—
(95 ) (7 ) (49 )
Total derivative fair value $ 77
$ —
$ (149 ) $ (24 ) $ (96 )

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~


~~(A)~~	The noncurrent portions of derivative assets and liabilities are included in “Other long-term assets-third parties” and in “Other long-term liabilities”, respectively, in the accompanying consolidated balance sheets.

~~Aluminum~~Metal

We use derivative instruments to preserve our conversion margins and manage the timing differences associated with metal price lag. We use over-the-counter derivatives indexed to the ~~London Metals Exchange (LME)~~LME (referred to as our "aluminum derivative forward contracts") to reduce our exposure to fluctuating metal prices associated with the period of time between the pricing of our purchases of inventory and the pricing of the sale of that inventory to our customers, which is known as "metal price lag." We also purchase forward LME aluminum contracts simultaneously with our sales contracts with customers that contain fixed metal prices. These LME aluminum forward contracts directly hedge the economic risk of future metal price fluctuations to better match the selling price of the metal with the purchase price of the metal. The volatility in local market premiums also results in metal price ~~lag, although we do not have derivative contracts associated with local market premiums as these are not prevalent in the market.~~lag.

Price risk exposure arises from commitments to sell aluminum in future periods at fixed prices. We identify and designate certain LME aluminum forward contracts as fair value hedges of the metal price risk associated with fixed price sales commitments that qualify as firm commitments. ~~Such exposures do~~We did not ~~extend beyond~~ ~~two years~~ ~~in length. We had less than~~ 1 ~~kt and~~ 2 ~~kt of~~have any outstanding aluminum forward purchase contracts designated as fair value hedges as of March 31, ~~2016~~2020 and ~~2015, respectively. One kilotonne (kt) is 1,000 metric tonnes.~~March 31, 2019.

~~The following table summarizes the amount of gain (loss) recognized on fair value hedges of metal price risk (in millions):~~

Amount of Gain (Loss)
Recognized on Changes in Fair Value
Year Ended March 31,
2016 2015
Fair Value Hedges of Metal Price Risk
Derivative contracts $ (2 ) $ —
Designated hedged items 2
—
Net ineffectiveness (A) $ —
$ —


~~(A)~~	Effective portion is recorded in "Net sales" and net ineffectiveness in "Other (income) expense, net". There was no amount excluded from the assessment of hedge effectiveness related to Fair Value Hedges.

Price risk arises due to fluctuating aluminum prices between the time the sales order is committed and the time the order is shipped. We identify and designate certain LME aluminum forward purchase contracts as cash flow hedges of the metal price risk associated with our future metal purchases that vary based on changes in the price of aluminum. ~~Such~~Generally, such exposures do not extend beyond two years in length. ~~We had 1 kt~~The average duration of ~~outstanding aluminum forward purchase~~undesignated contracts ~~designated as cash flow hedges as of March 31, 2016 and 2015.~~is less than one year

Price risk exposure arises due to the timing lag between the LME based pricing of raw material ~~metal~~aluminum purchases and the LME based pricing of finished product sales. We identify and designate certain LME aluminum forward sales contracts as cash flow hedges of the metal price risk associated with our future metal sales that vary based on changes in the price of aluminum. Generally, such exposures do not extend beyond two years in length. ~~We had~~ ~~301~~ ~~kt and~~ ~~285~~ ~~kt of outstanding aluminum forward sales contracts designated as cash flow hedges as of March 31, 2016 and 2015, respectively.~~

The remaining aluminum derivative contracts are not designated as accounting hedges. As of March 31, 2016 and 2015, we had 76 kt and 36 kt, respectively, of outstanding aluminum sales contracts not designated as hedges. The average duration of undesignated contracts is less than ~~six months~~.one year.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

In addition to aluminum, we entered into LME copper and LMP forward contracts. As of March 31, 2020 and March 31, 2019, the fair value of these contracts were a liability and an asset of less than $1 million, respectively. These contracts are undesignated with an average duration of less than one year.

The following table summarizes our notional ~~amount (in kt).~~amount.


						March 31,
	March 31,
	2016		2015
Hedge Type
Purchase (Sale)
in kt					in kt	2020	2019
Hedge type					Hedge type
Purchase (sale)					Purchase (sale)
Cash flow purchases	1		1		Cash flow purchases	63	—
Cash flow sales	(301	)	(285	)	Cash flow sales	(395)	(353)
Fair value	—		2
Not designated	(76	)	(36	)	Not designated	(19)	15
Total, net	(376	)	(318	)	Total, net	(351)	(338)

Foreign Currency

We use foreign exchange forward contracts, cross-currency swaps and options to manage our exposure to changes in exchange rates. These exposures arise from recorded assets and liabilities, firm commitments and forecasted cash flows denominated in currencies other than the functional currency of certain operations.

We use foreign currency contracts to hedge expected future foreign currency transactions, which include capital expenditures. These contracts cover the same periods as known or expected exposures. We had total notional amounts of ~~$601~~$680 million and ~~$590~~$703 million in outstanding foreign currency forwards designated as cash flow hedges as of March 31, ~~2016~~2020 and ~~2015,~~2019, respectively.

We use foreign currency contracts to hedge our foreign currency exposure to our net investment in foreign subsidiaries. We ~~had $36 million and $28 million of~~did not have any outstanding foreign currency forwards designated as net investment hedges as of March 31, ~~2016~~2020 and March 31, ~~2015, respectively.~~2019.

As of March 31, ~~2016~~2020 and ~~2015,~~2019, we had outstanding foreign currency exchange contracts with a total notional amount of ~~$636~~$620 million and ~~$868~~$737 million,, respectively, to primarily hedge balance sheet remeasurement risk, which were not designated as hedges. Contracts representing the majority of this notional amount will mature during the first quarter of fiscal ~~2017~~year 2021 and offset the remeasurement impact.

Energy

We own an interest in an electricity swap ~~that matures January 5, 2017 which we formerly designated as a cash flow~~contract to hedge of our exposure to fluctuating electricity ~~prices.~~prices, which matures on January 5, 2022. As of March 31, 2011, due to significant credit deterioration of our counterparty, we discontinued hedge accounting for this electricity swap, even though the counterparty's credit has subsequently improved. Less than 2020 and 2019, 1 million of notional megawatt hours ~~remained~~were outstanding ~~as of~~ ~~March 31, 2016~~, and the fair value of this swap was a liability of $9$6 million ~~as of~~ ~~March 31, 2016. As of March 31, 2015, the fair value of this electricity swap was a liability of~~ ~~$16~~ and $3 million,.

On December 31, 2015, we entered into an agreement to extend the existing electricity swap contract for an additional five years, effective January 6, 2017 and maturing on January 5, 2022. As of March 31, 2016, 1 million of notional megawatt hours was outstanding and the fair value of this swap was an asset of $1 million. respectively. The electricity swap ~~was not~~is designated as ~~of March 31, 2016.~~a cash flow hedge.

101

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We use natural gas forward purchase contracts to manage our exposure to fluctuating energy prices in North America. We had 5a notional of 15 million ~~MMBTUs~~ MMBTU designated as cash flow hedges as of March 31, ~~2016~~,2020, and the fair value was a liability of $4$5 million. There was a notional of 15 million~~. There were~~ ~~7 million~~ ~~MMBTUs~~ MMBTU of natural gas forward purchase contracts designated as cash flow hedges as of March 31, ~~2015~~2019 and the fair value was a liability of $8$2 million. As of March 31, ~~2016~~2020 and ~~2015,~~2019, we had notionals of less than 1 million ~~MMBTUs and 2 million MMBTUs, respectively,~~MMBTU of ~~natural gas~~ forward ~~purchase~~ contracts that were not designated as hedges. The fair value of forward contracts not designated as hedges as of March 31, ~~2016~~2020 and ~~2015 was~~2019 were both a liability of less than $1 ~~million and a liability of $3 million, respectively, for the forward purchase contracts not designated as hedges.~~million. The average duration of undesignated contracts is less than ~~two~~three years. in length. One MMBTU is the equivalent of one decatherm, or one million British Thermal Units.

We use diesel fuel forward purchase contracts to manage our exposure to fluctuating fuel prices in North ~~America, which are not~~America. We had a notional of 7 million gallons designated as cash flow hedges as of March 31, ~~2016. We had 4~~2020, and the fair value was a liability of $4 million. There was a notional of 8 million gallons ~~of diesel fuel forward purchase contracts outstanding~~designated as cash flow hedges as of March 31, ~~2016,~~2019, and the fair value was a liability of less than $1 million. ~~The average duration of undesignated contracts is less than one year.~~

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Interest Rate

As of March 31, ~~2016~~,2020 and March 31, 2019, we ~~swapped $115 million (KRW 133 billion) floating~~had no outstanding interest rate ~~loans to a weighted average fixed rate of 2.92%. All~~ swaps, ~~expire~~as all swaps expired concurrent with the maturity of the related loans. ~~As of March 31, 2016 and 2015, $115 million (KRW 133 billion) and $78 million (KRW 86 billion), respectively, were designated as cash flow hedges, respectively.~~

Gain (Loss) Recognition

The following table summarizes the gains (losses) associated with the change in fair value of derivative instruments not designated as hedges and the ineffectiveness and excluded portion of designated derivatives recognized in ~~“Other (income) expense, net” (in millions).~~"Other expenses, net." Gains (losses) recognized in other line items in the consolidated statement of operations are separately disclosed within this footnote.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Derivative instruments not designated as hedges
Metal contracts	$	(12)	$	(8)	$	10
Currency exchange contracts	(25)		(4)		(57)
Energy contracts⁽¹⁾	5		6		7
(Loss) gain recognized in "Other expenses, net"	(32)		(6)		(40)
Derivative instruments designated as hedges
(Loss) gain recognized in "Other expenses, net"⁽²⁾	3		2		(7)
Total (loss) gain recognized in "Other expenses, net"	(29)		(4)		(47)
Balance sheet remeasurement currency exchange contract (losses) gains	(26)		(6)		(47)
Realized (losses) gains, net	(7)		12		(20)
Unrealized gains (losses) on other derivative instruments, net	4		(10)		20
Total (loss) gain recognized in "Other expenses, net"	$	(29)	$	(4)	$	(47)

_________________________

(1) Includes amounts related to diesel swaps not designated as hedges, and electricity swap settlements.

(2) Amount includes: forward market premium/discount excluded from hedging relationship, ineffectiveness on designated aluminum contracts, and releases to income from AOCI on balance sheet remeasurement contracts.

102

Year Ended March 31,
2016 2015 2014
Derivative instruments not designated as hedges
Aluminum contracts $ 47
$ (31 ) $ (4 )
Currency exchange contracts (60 ) (5 ) (15 )
Energy contracts (A) 3
2
14
Loss recognized in "Other (income) expense, net" (10 ) (34 ) (5 )
Derivative instruments designated as hedges
Gain recognized in "Other (income) expense, net" (B) 17
19
38
Total gain (loss) recognized in "Other (income) expense, net" $ 7
$ (15 ) $ 33
Balance sheet remeasurement currency exchange contract losses $ (53 ) $ (13 ) $ (19 )
Realized gains (losses), net (C) 64
(2 ) 62
Unrealized losses on other derivative instruments, net (4 ) —
(10 )
Total gain (loss) recognized in "Other (income) expense, net" $ 7
$ (15 ) $ 33


~~(A)~~	~~Includes amounts related to de-designated electricity swap and natural gas swaps not designated as hedges.~~


~~(B)~~	Amount includes: forward market premium/discount excluded from hedging relationship and ineffectiveness on designated aluminum and foreign currency capex contracts; releases to income from AOCI on balance sheet remeasurement contracts; and ineffectiveness of fair value hedges involving aluminum derivatives.


~~(C)~~	During the year ended March 31, 2016, the level of undesignated aluminum derivatives was higher due to the recent volatility in the local market premium component of our net selling prices, forward market premium/discount excluded from hedging relationship and ineffectiveness on designated aluminum and foreign currency capex contracts.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

The following table summarizes the impact on AOCI and earnings of derivative instruments designated as cash flow and net investment ~~hedges (in millions).~~hedges. Within the next twelve months, we expect to reclassify $8$15 million of gains from ~~“AOCI”~~AOCI to earnings, before taxes.


	Amount of Gain (Loss) Recognized in OCI (Effective Portion)											Amount of Gain (Loss) Recognized in "Other expenses, net" (Ineffective and Excluded Portion)
	Fiscal Year Ended March 31,											Fiscal Year Ended March 31,
in millions	2020		2019		2018		2020			2019		2018
Cash flow hedging derivatives
Metal contracts	$	163	$	33	$	35	$	—		$	—	$	(9)
Currency exchange contracts	(105)		(44)		(5)		3			2		1
Energy contracts	(18)		3		(4)		—			—		1
Total cash flow hedging derivatives	40		(8)		26		3		��	2		(7)
Net investment derivatives
Currency exchange contracts	—		—		(17)		—			—		—
Total	$	40	$	(8)	$	9	$	3		$	2	$	(7)

Gain (Loss) Reclassification


	Amount of Gain (Loss) Reclassified from AOCI into Income/(Expense) (Effective Portion) Fiscal Year Ended March 31,							Location of Gain (Loss) Reclassified from AOCI into Earnings
in millions	2020		2019		2018
Cash flow hedging derivatives

Energy contracts⁽¹⁾	$	(5)	$	(1)	$	(3)	Cost of goods sold (exclusive of depreciation and amortization)
Metal contracts⁽²⁾	(4)		—		(78)		Cost of goods sold (exclusive of depreciation and amortization)
Metal contracts⁽²⁾	83		89		(22)		Net sales
Currency exchange contracts	(8)		(14)		14		Cost of goods sold (exclusive of depreciation and amortization)
Currency exchange contracts	(1)		(1)		1		Selling, general and administrative expenses
Currency exchange contracts	(14)		(9)		7		Net sales
Currency exchange contracts	(1)		(1)		(1)		Depreciation and amortization
Total	50		63		(82)		Income before income tax provision
	(12)		(17)		24		Income tax provision
	$	38	$	46	$	(58)	Net income

_________________________

(1) Includes amounts related to electricity, natural gas, and diesel swaps.

(2) Effective with the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Target Improvements to Accounting for Hedging Activities in the fourth quarter of fiscal year 2018, releases from AOCI for aluminum forward sales contracts are recorded to Net sales.

103

Amount of Gain (Loss)
Recognized in OCI
(Effective Portion)

Amount of Gain (Loss)
Recognized in “Other (Income) Expense, net” (Ineffective and
Excluded Portion)
Year Ended March 31, Year Ended March 31,
2016 2015 2014 2016 2015 2014
Cash flow hedging derivatives
Aluminum contracts $ 84
$ (26 ) $ 35
$ 17
$ 24
$ 39
Currency exchange contracts (7 ) (44 ) (16 ) 1
(2 ) 1
Energy contracts (5 ) (12 ) 1
(1 ) —
—
Interest Rate Swaps (1 ) (1 ) —
—
—
—
Total cash flow hedging derivatives 71
(83 ) 20
17
22
40
Net Investment derivatives
Currency exchange contracts (2 ) 11
(3 ) —
—
—
Total $ 69
$ (72 ) $ 17
$ 17
$ 22
$ 40

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

The following tables summarize the location and amount of gain (loss) that was reclassified from "Accumulated other comprehensive loss" into earnings and the amount excluded from the assessment of effectiveness for the three and twelve months ended March 31, 2020 and March 31, 2019.

~~Gain (Loss) Reclassification~~


	Three Months Ended March 31, 2020																		Fiscal Year Ended March 31, 2020
in millions	Net sales		Cost of goods sold (exclusive of depreciation and amortization)		Selling, general and administrative expenses		Depreciation and amortization		Other expenses, net		Net sales		Cost of goods sold (exclusive of depreciation and amortization)		Selling, general and administrative expenses		Depreciation and amortization		Other expenses, net
Gain (loss) on cash flow hedging relationships:
Metal commodity contracts:
Amount of loss reclassified from AOCI into income	$	15	$	(1)	$	—	$	—	$	—	$	83	$	(4)	$	—	$	—	$	—
Energy commodity contracts:
Amount of loss reclassified from AOCI into income	$	—	$	(2)	$	—	$	—	$	—	$	—	$	(5)	$	—	$	—	$	—
Foreign exchange contracts:
Amount of gain reclassified from AOCI into income	$	(4)	$	(5)	$	(1)	$	—	$	—	$	(14)	$	(8)	$	(1)	$	(1)	$	—
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		1		—		—		—		—		3


	Three Months Ended March 31, 2019																		Fiscal Year Ended March 31, 2019
in millions	Net sales		Cost of goods sold (exclusive of depreciation and amortization)		Selling, general and administrative expenses		Depreciation and amortization		Other expenses, net		Net sales		Cost of goods sold (exclusive of depreciation and amortization)		Selling, general and administrative expenses		Depreciation and amortization		Other expenses, net
Gain (loss) on cash flow hedging relationships:
Metal commodity contracts:
Amount of loss reclassified from AOCI into income	$	47	$	—	$	—	$	—	$	—	$	89	$	—	$	—	$	—	$	—
Energy commodity contracts:
Amount of loss reclassified from AOCI into income	$	—	$	1	$	—	$	—	$	—	$	—	$	(1)	$	—	$	—	$	—
Foreign exchange contracts:
Amount of gain reclassified from AOCI into income	$	(3)	$	(4)	$	—	$	—	$	—	$	(9)	$	(14)	$	(1)	$	(1)	$	—
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		—		—		—		—		—		2

104

Amount of Gain (Loss)
Reclassified from AOCI into Income/(Expense)
(Effective Portion)
Year Ended March 31,

Location of Gain (Loss)
Reclassified from AOCI into
Earnings
Cash flow hedging derivatives 2016 2015 2014
Energy contracts (A) $ (5 ) $ (5 ) $ (5 ) Other (income) expense, net
Energy contracts (C) (10 ) —
—
Cost of goods sold (B)
Aluminum contracts 83
(40 ) 53
Cost of goods sold (B)
Aluminum contracts —
—
7
Net sales
Currency exchange contracts (44 ) (14 ) (14 ) Cost of goods sold (B)
Currency exchange contracts (4 ) (1 ) (1 ) Selling, general and administrative expenses
Currency exchange contracts (9 ) 18
3
Net sales
Currency exchange contracts (1 ) (3 ) (2 ) Other (income) expense, net
Currency exchange contracts —
7
—
Gain on assets held for sale, net
Currency exchange contracts (1 ) (1 ) —
Depreciation and amortization
Interest rate swaps (1 ) —
—
Interest expense
Total 8
(39 ) 41
Income (loss) before income taxes
(19 ) 8
(16 ) Income tax (provision) benefit
$ (11 ) $ (31 ) $ 25
Net income (loss)


~~(A)~~	~~Includes amounts related to de-designated electricity swap. AOCI related to this swap is amortized to income over the remaining term of the hedged item.~~


~~(B)~~	~~"Cost of goods sold" is exclusive of depreciation and amortization.~~


~~(C)~~	~~Includes amounts related to natural gas swaps.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~16.~~17. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the change in the components of ~~accumulated~~"Accumulated other comprehensive ~~loss net of tax~~loss" and excluding "Noncontrolling ~~interests",~~interests," for the periods ~~presented (in millions).~~presented.


in millions	Currency Translation		Cash Flow Hedges⁽¹⁾		Postretirement Benefit Plans⁽²⁾		Total
Balance as of March 31, 2017	$	(256)	$	(46)	$	(243)	$	(545)
Other comprehensive income before reclassifications	191		19		29		239
Amounts reclassified from AOCI, net	—		58		(13)		45
Net current-period other comprehensive income	191		77		16		284
Balance as of March 31, 2018	$	(65)	$	31	$	(227)	$	(261)
Amounts reclassified from AOCI, net - due to adoption of accounting standard updates	—		(3)		(13)		(16)
Balance as of April 1, 2018	$	(65)	$	28	$	(240)	$	(277)
Other comprehensive (loss) before reclassifications	(171)		(4)		(33)		(208)
Amounts reclassified from AOCI, net	—		(46)		25		(21)
Net current-period other comprehensive income	(171)		(50)		(8)		(229)
Balance as of March 31, 2019	$	(236)	$	(22)	$	(248)	$	(506)
Other comprehensive income (loss) before reclassifications	(73)		34		(66)		(105)
Amounts reclassified from AOCI, net	—		(38)		29		(9)
Net current-period other comprehensive income (loss)	(73)		(4)		(37)		(114)
Balance as of March 31, 2020	$	(309)	$	(26)	$	(285)	$	(620)

_________________________

(1)For additional information on our cash flow hedges see Note 16 – Financial Instruments and Commodity Contracts.

(2)For additional information on our postretirement benefit plans see Note 14 – Postretirement Benefit Plans.

105

Currency Translation

(A)
Cash Flow Hedges

(B)
Postretirement Benefit Plans
Total
Balance as of March 31, 2013 $ (33 ) $ (2 ) $ (233 ) $ (268 )
Other comprehensive income before reclassifications 122
7
64
193
Amounts reclassified from AOCI, net —
(25 ) 9
(16 )
Net current-period other comprehensive income (loss) 122
(18 ) 73
177
Balance as of March 31, 2014 89
(20 ) (160 ) (91 )
Other comprehensive loss before reclassifications (302 ) (74 ) (118 ) (494 )
Amounts reclassified from AOCI, net —
31
(7 ) 24
Net current-period other comprehensive loss (302 ) (43 ) (125 ) (470 )
Balance as of March 31, 2015 (213 ) (63 ) (285 ) (561 )
Other comprehensive income (loss) before reclassifications 17
41
(15 ) 43
Amounts reclassified from AOCI, net —
11
7
18
Net current-period other comprehensive income (loss) 17
52
(8 ) 61
Balance as of March 31, 2016 $ (196 ) $ (11 ) $ (293 ) $ (500 )


~~(A)~~	~~For additional information on our cash flow hedges see Note 15 - Financial Instruments and Commodity Contracts.~~


~~(B)~~	~~For additional information on our postretirement benefit plans see Note 13 - Postretirement Benefit Plans.~~

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~17.~~18. FAIR VALUE MEASUREMENTS

We record certain assets and liabilities, primarily derivative instruments, on our consolidated balance sheets at fair value. We also disclose the fair values of certain financial instruments, including debt and loans receivable, which are not recorded at fair value. Our objective in measuring fair value is to estimate an exit price in an orderly transaction between market participants on the measurement date. We consider factors such as liquidity, bid/offer spreads and nonperformance risk, including our own nonperformance risk, in measuring fair value. We use observable market inputs wherever possible. To the extent observable market inputs are not available, our fair value measurements will reflect the assumptions we used. We grade the level of the inputs and assumptions used according to a three-tier hierarchy:

Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities we have the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 — Unobservable inputs for which there is little or no market data, which require us to develop our own assumptions based on the best information available as what market participants would use in pricing the asset or liability.

The following section describes the valuation methodologies we used to measure our various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified.

Derivative Contracts

For certain derivative contracts with fair values based upon trades in liquid markets, such as aluminum, foreign exchange, natural gas and diesel fuel forward contracts and options, valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy.

The majority of our derivative contracts are valued using industry-standard models with observable market inputs as their basis, such as time value, forward interest rates, volatility factors, and current (spot) and forward market prices. We generally classify these instruments within Level 2 of the valuation hierarchy. Such derivatives include interest rate swaps, cross-currency swaps, foreign currency contracts, aluminum ~~derivative~~and copper forward contracts, natural gas and diesel fuel forward contracts.

We classify derivative contracts that are valued based on models with significant unobservable market inputs as Level 3 of the valuation hierarchy. Our ~~two~~ electricity ~~swaps,~~swap, which ~~are~~is our only Level 3 derivative ~~contracts, represent agreements~~contract, represents an agreement to buy electricity at a fixed price at our Oswego, New York facility. Forward prices are not observable for this market, so we must make certain assumptions based on available information we believe to be relevant to market participants. We use observable forward prices for a geographically nearby market and adjust for 1) historical spreads between the cash prices of the two markets, and 2) historical spreads between retail and wholesale prices.

For the electricity swap, ~~maturing January 5, 2017,~~ the average forward price at March 31, ~~2016~~,2020, estimated using the method described above, was ~~$41~~$34 per megawatt hour, which represented a $2an approximately $1 premium over forward prices in the nearby observable market. The actual rate from the most recent swap settlement was approximately ~~$25~~$28 per megawatt hour. Each $1 per megawatt hour decline in price decreases the valuation of the electricity swap by less than ~~$1 million~~.

For the electricity swap maturing January 5, 2022, the average forward price at March 31, 2016, estimated using the method described above, was $46 per megawatt hour, which represented a $3 premium over forward prices in the nearby observable market. The actual rate from the most recent swap settlement was approximately $25 per megawatt hour. Each $1 per megawatt hour decline in price decreases the valuation of the electricity swap by $1 million.

For Level 2 and 3 of the fair value hierarchy, where appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit considerations (nonperformance risk). We regularly monitor these factors along with significant market inputs and assumptions used in our fair value measurements and evaluate the level of the valuation input according to the fair value hierarchy. This may result in a transfer between levels in the hierarchy from period to period. As of March 31, ~~2016~~2020 and March 31, ~~2015~~,2019, we did not have any Level 1 derivative contracts. No amounts were transferred between levels in the fair value hierarchy.

All of the Company's derivative instruments are carried at fair value in the statements of financial position prior to considering master netting agreements.

106

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

The following table presents our derivative assets and liabilities which were measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of March 31, ~~2016~~2020 and March 31, ~~2015~~ ~~(in millions).~~2019.The table below also discloses the net fair value of the derivative instruments after considering the impact of master netting agreements.


	March 31,
	2020						2019
in millions	Assets		Liabilities		Assets		Liabilities
Level 2 instruments
Metal contracts	$	187	$	(107)	$	45	$	(45)
Currency exchange contracts	15		(106)		27		(44)
Energy contracts	—		(10)		—		(2)
Total level 2 instruments	202		(223)		72		(91)
Level 3 instruments
Energy contracts	—		(6)		—		(3)
Total level 3 instruments	—		(6)		—		(3)
Total gross	202		(229)		72		(94)
Netting adjustment⁽¹⁾	(72)		72		(36)		36
Total net	$	130	$	(157)	$	36	$	(58)

March 31,
2016 2015
Assets Liabilities Assets Liabilities
Level 2 instruments
Aluminum contracts $ 34
$ (28 ) $ 39
$ (31 )
Currency exchange contracts 59
(49 ) 35
(111 )
Energy contracts —
(5 ) 3
(14 )
Interest rate swaps —
(1 ) —
(1 )
Total level 2 instruments 93
(83 ) 77
(157 )
Level 3 instruments
Energy contracts 1
(9 ) —
(16 )
Total level 3 instruments 1
(9 ) —
(16 )
Total gross $ 94
$ (92 ) $ 77
$ (173 )
Netting adjustment (A) $ (31 ) $ 31
$ (28 ) $ 28
Total net $ 63
$ (61 ) $ 49
$ (145 )
_________________________

~~(A)~~ (1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions with the same counterparties.

WeThere were no unrealized gains (losses) recognized ~~unrealized~~ ~~gains~~ of ~~$2 million~~in "Other expenses, net" for the fiscal year ended March 31, ~~2016~~2020 related to Level 3 financial ~~instruments that were still held as of~~ ~~March 31, 2016. These unrealized gains were included in “Other (income) expense, net.”~~instrument.

The following table presents a reconciliation of fair value activity for Level 3 derivative ~~contracts (in millions).~~contracts.


in millions	Level 3 – Derivative Instruments⁽¹⁾
Balance as of March 31, 2018	$	(7)
Unrealized/realized gain included in earnings⁽²⁾	6
Unrealized/realized (loss) included in AOCI⁽³⁾	3
Settlements⁽²⁾	(5)
Balance as of March 31, 2019	(3)
Unrealized/realized gain included in earnings⁽²⁾	4
Unrealized/realized (loss) included in AOCI⁽³⁾	(7)
Settlements⁽²⁾	—
Balance as of March 31, 2020	$	(6)

Level 3 –
Derivative
Instruments (A)
Balance as of March 31, 2014 $ (19 )
Unrealized gain included in earnings (B) 10
Settlements (7 )
Balance as of March 31, 2015 $ (16 )
Unrealized/realized gain included in earnings (B) 9
Settlements (1 )
Balance as of March 31, 2016 $ (8 )
_________________________

~~(A)~~(1)Represents net derivative liabilities.

~~(B)~~(2)Included in ~~“Other (income) expense,~~"Other expenses, net.”"

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

(3)Included in "Net change in fair value of effective portion of hedges."

Financial Instruments Not Recorded at Fair Value

The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a recurring ~~basis (in millions).~~basis. The table excludes short-term financial assets and liabilities for which we believe carrying value approximates fair value. We value long-term receivables and long-term debt using Level 2 inputs. Valuations are based on either market and/or broker ask prices when available or on a standard credit adjusted discounted cash flow model using market observable inputs.


	March 31,
	2020						2019
in millions	Carrying Value		Fair Value		Carrying Value		Fair Value

Total debt — third parties (excluding short term borrowings)	$	5,364	$	5,267	$	4,347	$	4,472

107

March 31,
2016 2015

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value
Assets
Long-term receivables from related parties $ 16
$ 17
$ 15
$ 15
Liabilities
Total debt — third parties (excluding short term borrowings) $ 4,498
$ 4,659
$ 4,457
$ 4,659

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

19. OTHER EXPENSES

~~18. OTHER (INCOME) EXPENSE~~

“"Other ~~(income) expense, net”~~expenses, net" is comprised of the ~~following (in millions).~~following.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Currency losses, net⁽¹⁾	$	3	$	1	$	1
Unrealized (gains) losses on change in fair value of derivative instruments, net⁽²⁾	(4)		10		(20)
Realized losses (gains) on change in fair value of derivative instruments, net⁽²⁾	7		(12)		20
Loss on sale of assets, net	1		6		7
(Gain) loss on Brazilian tax litigation, net⁽³⁾	(7)		2		3
Interest income	(14)		(10)		(9)
Non-operating net periodic benefit cost⁽⁴⁾	34		35		42
Other, net	(2)		12		7
Other expenses, net	$	18	$	44	$	51

_________________________

(1)Includes "(Gain) loss recognized on balance sheet remeasurement currency exchange contracts, net."

(2)See Note 16 – Financial Instruments and Commodity Contracts for further details.

(3)See Note 21 – Commitments and Contingencies for further details.

(4)Represents net periodic benefit cost, exclusive of service cost for the Company's pension and other post-retirement plans. For further details, refer to Note 1 – Business and Summary of Significant Accounting Policies.

108

Year Ended March 31,
2016 2015 2014
Foreign currency remeasurement (gains) losses, net (A) $ (2 ) $ 27
$ (7 )
Loss on change in fair value of other unrealized derivative instruments, net (B) 4
—
10
(Gain) loss on change in fair value of other realized derivative instruments, net (B) (64 ) 2
(62 )
Loss on sale of assets, net 4
5
9
Loss on Brazilian tax litigation, net (C) 5
7
6
Interest income (13 ) (7 ) (6 )
Gain on business interruption insurance recovery (D) (10 ) (19 ) —
Other, net 8
2
9
Other (income) expense, net $ (68 ) $ 17
$ (41 )


~~(A)~~	~~Includes “(Gain) loss recognized on balance sheet remeasurement currency exchange contracts, net.”~~


~~(B)~~	~~See Note 15 - Financial Instruments and Commodity Contracts for further details.~~


~~(C)~~	~~See Note 20 – Commitments and Contingencies – Brazil Tax and Legal Matters for further details.~~

~~(D)~~

We experienced an outage at the hotmill in the Logan facility in North America due to an unexpected failure of a motor, which resulted in lost shipments and profits during the fourth quarter of fiscal 2015. A repaired motor was installed and operations at the hotmill resumed within approximately three weeks of the outage. We recognized gains of $5 million, $5 million and $13 million during the second quarter of fiscal 2016, first quarter of fiscal 2016, and fourth quarter of fiscal 2015, respectively, as settlements of the related business interruption recovery claim were reached. The payment in the second quarter of fiscal 2016 represented the final settlement payment. Additionally, the fiscal year 2015 gain also includes an insurance settlement which resulted in a gain of $6 million related to lost shipments and profits resulting from an electrical short circuit impacting a hot mill motor at one of our facilities in our Europe segment in fiscal 2015.

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~19.~~20. INCOME TAXES

We are subject to Canadian and United States federal, state, and local income taxes as well as other foreign income taxes. The domestic (Canada) and foreign components of our "Income before income ~~taxes"~~tax provision" (and after removing our "Equity in net loss (income) of non-consolidated affiliates") are as ~~follows (in millions).~~follows.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Domestic (Canada)	$	(58)	$	(80)	$	(50)
Foreign (all other countries)	658		713		906
Pre-tax income before equity in net loss of non-consolidated affiliates	$	600	$	633	$	856

Year Ended March 31,
2016 2015 2014
Domestic (Canada) $ (313 ) $ (267 ) $ (294 )
Foreign (all other countries) 324
434
421
Pre-tax income before equity in net loss of non-consolidated affiliates $ 11
$ 167
$ 127

The components of the "Income tax provision" are as ~~follows (in millions).~~

follows.


											Fiscal Year Ended March 31,
	Year Ended March 31,
	2016			2015			2014
in millions										in millions	2020		2019		2018
Current provision:										Current provision:
Domestic (Canada)	$	5		$	4		$	12		Domestic (Canada)	$	7	$	5	$	4
Foreign (all other countries)	134			98			128			Foreign (all other countries)	171		147		188
Total current	139			102			140			Total current	$	178	$	152	$	192
Deferred provision (benefit):
Deferred provision:										Deferred provision:
Domestic (Canada)	—			—			—			Domestic (Canada)	—		—		—
Foreign (all other countries)	(93		)	(88		)	(129		)	Foreign (all other countries)	—		50		41
Total deferred	(93		)	(88		)	(129		)	Total deferred	$	—	$	50	$	41
Income tax provision	$	46		$	14		$	11		Income tax provision	$	178	$	202	$	233

The reconciliation of the Canadian statutory tax rates to our effective tax rates are shown ~~below (in millions, except percentages).~~below.


	Fiscal Year Ended March 31,
in millions, except percentages	2020			2019			2018
Pre-tax income before equity in net loss on non-consolidated affiliates	$	600		$	633		$	856
Canadian statutory tax rate	25		%	25		%	25		%
Provision at the Canadian statutory rate	$	150		$	158		$	214
Increase (decrease) for taxes on income (loss) resulting from:
Exchange translation items	9			14			10
Exchange remeasurement of deferred income taxes	(17)			(9)			(3)
Change in valuation allowances	13			17			20
Tax credits	(17)			(16)			(20)
Expense (income) items not subject to tax	4			1			(5)
State tax expense, net	1			4			5

Enacted tax rate changes	(6)			2			(19)
Tax rate differences on foreign earnings	32			33			23
Uncertain tax positions	4			3			7
Prior year adjustments	(1)			2			1
Income tax settlements	—			(4)			1
Non-deductible expenses and other — net	6			(3)			(1)
Income tax provision	$	178		$	202		$	233
Effective tax rate	30		%	32		%	27		%

109

Year Ended March 31,
2016 2015 2014
Pre-tax income before equity in net loss on non-consolidated affiliates $ 11
$ 167
$ 127
Canadian Statutory tax rate 25 % 25 % 25 %
Provision at the Canadian statutory rate $ 3
$ 42
$ 32
Increase (decrease) for taxes on income (loss) resulting from:
Exchange translation items 16
(22 ) —
Exchange remeasurement of deferred income taxes (8 ) (31 ) (20 )
Change in valuation allowances 104
95
94
Tax credits and other allowances (22 ) (22 ) (38 )
Income items not subject to tax —
2
(6 )
State tax benefit, net (10 ) (7 ) (7 )
Dividends not subject to tax (52 ) (52 ) (52 )
Enacted tax rate changes 5
(1 ) 3
Tax rate differences on foreign earnings 4
7
(4 )
Uncertain tax positions 7
10
8
Prior year adjustments (2 ) 2
(1 )
Income tax settlements —
(6 ) —
Other — net 1
(3 ) 2
Income tax provision $ 46
$ 14
$ 11
Effective tax rate 411 % 8 % 9 %

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Our effective tax rate differs from the Canadian statutory rate primarily due to the following factors: (1) pre-tax foreign currency gains or losses with no tax effect and the tax effect of U.S. dollar denominated currency gains or losses with no pre-tax effect, which is shown above as exchange translation items; (2) the remeasurement of deferred income taxes due to foreign currency changes, which is shown above as exchange remeasurement of deferred income taxes; (3) changes in tax credits;(4) changes in valuation allowances; ~~(4) non-taxable dividends;~~and (5) ~~income tax settlements; (6)~~ differences between the Canadian statutory and foreign ~~effective~~statutory tax rates applied to entities in different jurisdictions shown above as tax rate differences on foreign ~~earnings; (7) tax credits in various jurisdictions; (8) state income tax benefit; and (9) increases or decreases in uncertain tax positions recorded under the provisions of ASC 740.~~earnings.

We continue to maintain valuation allowances in Canada and certain foreign jurisdictions primarily related to tax losses where we believe it is more likely than not that we will be unable to utilize those losses. The ~~impact on our income tax provision of~~following table summarizes changes in the ~~change in these~~ valuation ~~allowances during the year ended March 31, 2016 was an increase of $104 million.~~allowances:


in millions	Balance at Beginning of Period		Deductions		Additions		Balance at End of Period
Fiscal 2020	$	742	$	(1)	$	14	$	755
Fiscal 2019	727		(2)		17		742
Fiscal 2018	680		—		47		727

We earn tax credits in a number of the jurisdictions in which we operate. ~~Primarily~~These are comprised of ~~empire zone~~foreign tax credits in ~~New York in the current year~~Canada of $7$9 million,~~, and~~ foreign tax credits in the U.K. of ~~$11~~$2 million,. empire zone credits in New York of $2 million, R&D credits in the US of $2 million, and tax investment credits in Brazil of $2 million as of March 31, 2020. The impact on our income tax provision of ~~these~~ credits during the fiscal year ended March 31, ~~2016~~2020 was a benefit of ~~$22~~$17 million. However, legislation enacted in New York state on March 31, 2014 established a zero percent statutory income tax rate for manufacturers. As a result, the current year empire zone credits in New York are offset with a corresponding valuation allowance of $7$2 million. In addition, the foreign tax credits in Canada are fully offset with a corresponding valuation allowance.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law in the United States. Certain provisions of the CARES Act impact the 2020 income tax provision computations of the Company and are reflected in the fourth quarter of 2020, or the period of enactment. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 (fiscal 2020) and 2020 (fiscal 2021). The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification significantly increased the allowable interest expense deduction of the Company and resulted in significantly less taxable income for the fiscal year ended March 31, 2020.

In ~~2005, we entered into~~May 2019, Switzerland voted to approve the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform"), effective at the federal level on January 1, 2020. The impacts of Swiss Tax Reform at the federal level did not have a material impact to the Company's financial statements. In addition to federal level implications, Swiss Tax Reform also results in the abolishment of preferential tax ~~sharing~~regimes by the cantons and, ~~disaffiliation agreement~~in addition, provides the cantons with ~~Alcan that provides indemnification if certain factual representations are breached or if certain transactions are undertaken or certain actions are taken that have~~parameters for establishing local tax rates and regulations.

Novelis operates in the ~~effect~~cantons of ~~negatively affecting~~Zurich and Valais. In October 2019, the ~~tax treatment~~canton of ~~our spin-off from Alcan. It further governs the disaffiliation of the tax matters of Alcan and its subsidiaries or affiliates other than us,~~Zurich enacted Swiss Tax Reform on the ~~one hand, and us and our subsidiaries or affiliates,~~cantonal level into law. As a result, we recognized an increase to net deferred tax assets of approximately $5 million during the fiscal year ended March 31, 2020. The company considers the income tax impact of Swiss Tax Reform in the canton of Zurich to be an estimate based on the ~~other hand. In this respect it allocates taxes accrued prior~~Company's current interpretation and is subject to change upon valuation and further legislative guidance. The canton of Valais has not completed the ~~spin-off~~enactment of Swiss Tax Reform on the cantonal level and ~~after the spin-off as well as transfer taxes resulting there from. It also allocates obligations for filing~~therefore, no tax ~~returns and the management of certain pending or future tax contests and creates mutual collaboration obligations with respect to tax matters.~~

~~We receive the benefits of favorable tax holidays in various jurisdictions, which resulted in a~~ ~~$10 million~~ ~~reduction to tax expense for~~impact was recorded during the year ended March 31, ~~2016,~~2020.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the U.S. Tax Cuts and ~~phase out as~~Jobs Act of 2017 (the "Act"). The Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 and (2) bonus depreciation that allows for full expensing of qualified property. Simultaneous with the Act, the SEC Staff released Accounting Bulletin No. 118 ("SAB 118"), which allows the use of provisional amounts (reasonable estimates) if the analysis of the impacts of the Act have not been completed when financial statements are issued. During the third quarter of fiscal year 2019, we finalized the computations of the income tax effects of the Act. As such, in accordance with SAB 118, our accounting for the effects of the Act is complete. We did not significantly adjust provisional amounts recorded in the prior fiscal year and the SAB 118 measurement period subsequently ended on December ~~31, 2015.~~22, 2018. Although we no longer consider these amounts to be provisional, the determination of the Act’s income tax effects may change following future legislation or further interpretation of the Act based on the publication of recently proposed U.S. Treasury regulations and guidance from the Internal Revenue Service and state tax authorities.

110

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred Income Taxes

Deferred income taxes recognize the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes, and the impact of available net operating loss (NOL) and tax credit carryforwards. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered.

As of March 31, 2016, we elected to early adopt ASU 2015-17. The new standard requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. We applied the new standard prospectively to the Consolidated Balance Sheet as of March 31, 2016. The Consolidated Balance Sheet as of March 31, 2015 was not retrospectively adjusted.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Our deferred income tax assets and deferred income tax liabilities are as ~~follows (in millions).~~

follows.


								March 31,
	March 31,
	2016			2015
in millions							in millions	2020		2019
Deferred income tax assets:							Deferred income tax assets:
Provisions not currently deductible for tax purposes	$	396		$	366		Provisions not currently deductible for tax purposes	$	382	$	345
Tax losses/benefit carryforwards, net	741			627			Tax losses/benefit carryforwards, net	708		725
Depreciation and amortization	41			38			Depreciation and amortization	66		60
Other assets	(1		)	4			Other assets	21		—
Total deferred income tax assets	1,177			1,035			Total deferred income tax assets	1,177		1,130
Less: valuation allowance	(613		)	(528		)	Less: valuation allowance	(755)		(742)
Net deferred income tax assets	$	564		$	507		Net deferred income tax assets	$	422	$	388
Deferred income tax liabilities:							Deferred income tax liabilities:
Depreciation and amortization	$	457		$	477		Depreciation and amortization	$	324	$	339
Inventory valuation reserves	64			102			Inventory valuation reserves	78		83
Monetary exchange gains, net	15			9			Monetary exchange gains, net	17		21
Other liabilities	30			26			Other liabilities	57		26
Total deferred income tax liabilities	$	566		$	614		Total deferred income tax liabilities	$	476	$	469
Net deferred income tax liabilities	$	2		$	107		Net deferred income tax liabilities	$	54	$	81

ASC 740 requires that we reduce our deferred income tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. After consideration of all evidence, both positive and negative, management concluded that it is more likely than not that we will be unable to realize a portion of our deferred tax assets and that valuation allowances of ~~$613~~$755 million and ~~$528~~$742 million were necessary as of March 31, ~~2016~~2020 and ~~2015,~~2019, respectively.

It is reasonably possible that our estimates of future taxable income may change within the next 12 months, resulting in a change to the valuation allowance in one or more jurisdictions.

As of March 31, ~~2016,~~2020, we had net operating loss carryforwards of approximately ~~$638~~$574 million (tax effected) and tax credit carryforwards of ~~$103~~$133 million,, which will be available to offset future taxable income and tax liabilities, respectively. The carryforwards will begin expiring in fiscal year 2020. As of March 31, 2020, valuation allowances of $542 million, $129 million and $84 million had been recorded against net operating loss carryforwards, tax credit carryforwards and other deferred tax assets, respectively, where it appeared more likely than not that such benefits will not be realized. The net operating loss carryforwards are predominantly in Canada, the U.S., Italy, Germany, Switzerland and the U.K.

As of March 31, 2019, we had net operating loss carryforwards of approximately $585 million (tax effected) and tax credit carryforwards of $140 million, which will be available to offset future taxable income and tax liabilities, respectively. The carryforwards will begin expiring in fiscal 2019 with some amounts being carried forward indefinitely. As of March 31, ~~2016~~,2019, valuation allowances of ~~$468~~$542 million,, ~~$88~~ $128 million, and ~~$57~~$72 million had been recorded against net operating loss carryforwards, tax credit carryforwards and other deferred tax assets, respectively, where it appeared more likely than not that such benefits will not be realized. The net operating loss carryforwards are predominantly in Canada, the U.S., Italy, Germany, Switzerland, China and the U.K.

~~As of March 31, 2015, we had net operating loss carryforwards of approximately~~ ~~$515 million~~ ~~(tax effected) and tax credit carryforwards of~~ ~~$112 million~~, which will be available to offset future taxable income and tax liabilities, respectively. The carryforwards will begin expiring in fiscal 2020 with some amounts being carried forward indefinitely. As of March 31, 2015, valuation allowances of ~~$381 million~~, ~~$99 million~~ and $48 million had been recorded against net operating loss carryforwards, tax credit carryforwards and other deferred tax assets, respectively, where it appeared more likely than not that such benefits will not be realized. The net operating loss carryforwards are predominantly in Canada, the U.S., Italy, and the U.K.

Although realization is not assured, management believes it is more likely than not that all the remaining net deferred tax assets will be realized. In the near term, the amount of deferred tax assets considered realizable could be reduced if we do not generate sufficient taxable income in certain jurisdictions.

111

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, ~~2016,~~2020, we had cumulative earnings of approximately ~~$2.5~~$3 billion for which we had not provided Canadian income tax or withholding taxes because we consider them to be indefinitely reinvested. We acknowledge that we would need to accrue and pay taxes should we decide to repatriate cash and ~~short term~~short-term investments generated from earnings of our foreign subsidiaries that are considered indefinitely reinvested. Except for those jurisdictions where we have already distributed and paid taxes on the earnings, we have reinvested and expect to continue to reinvest undistributed earnings of foreign subsidiaries indefinitely. Cash and cash equivalents held by foreign subsidiaries that are indefinitely reinvested are used to cover expansion and short-term cash flow needs of such subsidiaries. The amounts considered indefinitely reinvested would be subject to possible Canadian taxation only if remitted as dividends. However, due to our full valuation allowance position of ~~$538~~$640 million in Canada, in excess of ~~$443~~$503 million of net operating loss carryforwards, exempt surpluses for

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Canadian tax purposes, ~~and~~ ~~$47~~$56 million of tax credits ~~in Canada,~~and other deferred tax assets of $81 million, a portion of the cumulative earnings would not be taxed if distributed. Due to the complex structure of our international holdings, and the various methods available for repatriation, quantification of the deferred tax liability, if any, associated with these undistributed earnings is not practicable.

Tax Uncertainties

As of March 31, ~~2016~~2020 and ~~2015,~~2019, the total amount of unrecognized benefits that, if recognized, would affect the effective income tax rate in future periods based on anticipated settlement dates is ~~$34~~$27 million and ~~$37~~$24 million,, respectively.

Tax authorities continue to examine certain other of our tax filings for fiscal year 2005 and fiscal years ~~2005~~2011 through ~~2014.~~2019. As a result of further settlement of audits, judicial decisions, the filing of amended tax returns or the expiration of statutes of limitations, our reserves for unrecognized tax benefits, as well as reserves for interest and penalties, may decrease in the next 12 months by an amount up to approximately ~~$14 million~~.$1 million. With few exceptions, tax returns for all jurisdictions for all tax years before ~~2003~~2005 are no longer subject to examination by taxing authorities.

Our policy is to record interest and penalties related to unrecognized tax benefits in the income tax provision (benefit). As of March 31, ~~2016, 2015~~2020, 2019, and ~~2014,~~2018, we had $4$4 million,, $5 $4 million and $4$9 million accrued, respectively, for ~~interest and penalties. For the year ended~~ ~~March 31, 2016, we recognized~~ ~~$2 million~~ ~~expense related to accrued~~ interest and penalties. For the years ended March 31, ~~2015~~2020, 2019, and ~~2014~~2018, we recognized a tax expense ~~and~~of $1 million, tax benefit of $1$5 million, and $1tax expense of $3 million ~~respectively,~~ related to ~~reductions~~changes in accrued interest and ~~penalties.~~penalties, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as ~~follows (in millions):~~follows:


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Beginning balance	$	24	$	44	$	36
Additions based on tax positions related to the current period	3		3		4
Additions based on tax positions of prior years	1		3		6
Reductions based on tax positions of prior years	(1)		(1)		(7)
Settlements⁽¹⁾	—		(22)		—
Foreign exchange	—		(3)		5
Ending Balance	$	27	$	24	$	44

Year Ended March 31,
2016 2015 2014
Beginning balance $ 37
$ 39
$ 30
Additions based on tax positions related to the current period 6
7
7
Additions based on tax positions of prior years 3
3
1
Reductions based on tax positions of prior years (6 ) (1 ) —
Settlements (10 ) (3 ) —
Foreign exchange 4
(8 ) 1
Ending Balance $ 34
$ 37
$ 39
_________________________

(1)The amount reported in fiscal 2019 is due to the effective settlement of a certain tax audit for fiscal years 2009 through 2012.

Income Taxes Payable

Our consolidated balance sheets include income taxes payable, ~~(net)~~net of ~~$42~~$45 million and ~~$14~~$41 million as of March 31, ~~2016~~2020 and ~~2015,~~2019, respectively. Of these amounts, ~~$13~~$67 million and ~~$11~~$51 million are reflected in ~~“Accrued~~"Accrued expenses and other current ~~liabilities”~~liabilities" as of March 31, ~~2016~~2020 and ~~2015,~~2019, respectively.

112

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~20.~~21. COMMITMENTS AND CONTINGENCIES

We are party to, and may in the future be involved in, or subject to, disputes, claims and proceedings arising in the ordinary course of our business, including some we assert against others, such as environmental, health and safety, product liability, employee, tax, personal injury and other matters. We have established a liability with respect to contingencies for which a loss is probable and estimable. While the ultimate resolution of and liability and costs related to these matters cannot be determined with certainty, we do not believe any of these pending actions, individually or in the aggregate, will materially impact our operations or materially affect our financial condition or liquidity.

For certain matters in which the Company is involved for which a loss is reasonably possible, we are unable to estimate a loss. For certain other matters for which a loss is reasonably possible and the loss is estimable, we have estimated the aggregated range of loss as $0 to ~~$70~~$65 million. This estimated aggregate range of reasonably possible losses is based upon currently available information. The Company’s estimates involve significant judgment, and therefore, the estimate will change from time to time and actual losses may differ from the current estimate. We review the status of, and estimated liability related to, pending claims and civil actions on a quarterly basis. The evaluation model includes all asserted and unasserted claims that can be reasonably identified, including claims relating to our responsibility for compliance with environmental, health and safety laws and regulations in the jurisdictions in which we operate or formerly operated. The estimated costs in respect of such reported liabilities are not offset by amounts related to insurance or indemnification arrangements unless otherwise noted.

~~The following describes certain contingencies relating to our business, including those for which we assumed liability as a result of our spin-off from Alcan Inc.~~

Environmental Matters

We own and operate numerous manufacturing and other facilities in various countries around the world. Our operations are subject to environmental laws and regulations from various jurisdictions, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of contaminated sites, post-mining reclamation and restoration of natural resources, and employee health and safety. Future environmental regulations may impose stricter compliance requirements on the industries in which we operate. Additional equipment or process changes at some of our facilities may be needed to meet future requirements. The cost of meeting these requirements may be significant. Failure to comply with such laws and regulations could subject us to administrative, civil or criminal penalties, obligations to pay damages or other costs, and injunctions and other orders, including orders to cease operations.

We are involved in proceedings under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, also known as CERCLA or Superfund, or analogous state provisions regarding liability arising from the usage, storage, treatment or disposal of hazardous substances and wastes at a number of sites in the United States, as well as similar proceedings under the laws and regulations of the other jurisdictions in which we have operations, including Brazil and certain countries in the European Union. Many of these jurisdictions have laws that impose joint and several liability, without regard to fault or the legality of the original conduct, for the costs of environmental remediation, natural resource damages, third party claims, and other expenses. In addition, we are, from time to time, subject to environmental reviews and investigations by relevant governmental authorities. We are also involved in claims and litigation filed on behalf of persons alleging exposure to substances and other hazards at our current and former facilities.

We have established liabilities based on our estimates for ~~the~~ currently anticipated costs associated with ~~these~~ environmental matters. We ~~estimated~~estimate that the ~~remaining undiscounted clean-up~~ costs related to our environmental liabilities as of March 31, ~~2016~~2020 were approximately ~~$17~~$8 million, of which ~~$13~~$7 million was associated with restructuring actions and the remaining undiscounted clean-up costswere ~~approximately $4~~$1 million. ~~Additionally, $7~~As of March 31, 2020, $5 million ~~of the environmental liability was~~is included in ~~“Other long-term liabilities,” with the remaining $10 millionincluded in “Accrued~~"Accrued expenses and other current ~~liabilities”~~liabilities" and the remaining is within "Other long–term liabilities" in our accompanying consolidated balance sheets. As of March 31, 2019, we reported $9 million of total environmental liabilities in our consolidated balance sheet as of March 31, 2016. As of March 31, 2015, $18 million of the environmental liability was included in “Other long-term liabilities,” with the remaining $4 million included in “Accrued expenses and other current liabilities” in our consolidated balance sheet. Management has reviewed the environmental matters, including those for which we assumed liability as a result of our spin-off from Alcan Inc. As a result of management's review of these items, management has determined that the currently anticipated costs associated with these environmental matters will not, individually or in the aggregate, materially impact our operations or materially adversely affect our financial condition, results of operations or liquidity.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Brazil Tax ~~and Legal Matters~~Litigation

Under a federal tax dispute settlement program established by the Brazilian government, we have settled several disputes with Brazil’s tax authorities regarding various forms of manufacturing taxes and social security contributions. In most cases, we are paying the settlement amounts over a period of 180 months, although in some cases we are paying the settlement amounts over a shorter period. ~~The assets and liabilities related to these settlements are presented in the table below (in millions).~~

March 31,
2016 2015
Cash deposits (A) $ 2
$ 3

Short-term settlement liability (B) $ 7
$ 7
Long-term settlement liability (B) 57
66
Total settlement liability $ 64
$ 73

Liability for other disputes and claims (C) $ 17
$ 12

(A) We have maintain these cash deposits as a result of legal proceedings with Brazil's tax authorities. These deposits, which are included in “Other long-term assets — third parties” in our accompanying consolidated balance sheets, will be expended toward these legal proceedings.

~~(B) The short-term and long-term~~Total settlement liabilities ~~are~~were $27 million and $44 million for the periods ended March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020, $6 million is included in "Accrued expenses and other current liabilities" and the remaining is within "Other ~~long-term~~long–term liabilities"~~, respectively,~~ in our accompanying consolidated balance sheets.


~~(C)~~	In addition to the disputes we have settled under the federal tax dispute settlement program, we are involved in several other unresolved tax and other legal claims in Brazil. The related liabilities are included in "Other long-term liabilities" in our accompanying consolidated balance sheets.

~~The interest cost recorded on these~~ settlement program, we are involved in several other unresolved tax and other legal claims in Brazil. Total liabilities ~~partially offset by interest earned on~~for other disputes and claims were $18 million and $23 million for the ~~cash deposits~~periods ended March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020, $1 million is included in "Accrued expenses and other current liabilities" and the ~~table below (in millions).~~

Year Ended March 31,
2016 2015 2014
Loss on Brazilian tax litigation, net $ 5
$ 7
$ 6

remaining is within "Other long–term liabilities" in our accompanying consolidated balance sheets. Additionally, we have included in the range of reasonably possible losses disclosed above, any unresolved tax disputes or other contingencies for which a loss is reasonably possible and estimable. The interest cost recorded on these settlement liabilities offset by interest earned on the cash deposits is reported in "Other expenses, net" on the consolidated statement of operations.

~~Other Commitments~~

As of March 31, 2016 and 2015, we had sold certain inventories to third parties and have agreed to repurchase the same or similar inventory back from the third parties subsequent to the balance sheet dates. Our estimated outstanding repurchase obligations for this inventory as of March 31, 2016 is $22 million and as of March 31, 2015 was approximately $218 million, based on market prices as of these dates. We sell and repurchase inventory with third parties in an attempt to better manage inventory levels and to better match the purchasing of inventory with the demand for our products. As of March 31, 2016 and 2015, there was no liability related to these repurchase obligations on our accompanying consolidated balance sheets.

113

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

During the fiscal years ended March 31, 2020 and 2019, we received multiple favorable rulings from the Brazilian court that recognized the right to exclude certain taxes related to contributions to the social integration program and social security contributions on gross revenues, also known as PIS and COFINS. The ruling from the fiscal year ended March 31, 2019 allows for the exclusion of taxes on value-added tax sales and services (defined as ICMS within Brazil, similar to VAT within the United States) from the calculation basis of COFINS from calendar years 2007 to 2014. The ruling from the fiscal year ended March 31, 2020 excludes taxes on ICMS from the calculation basis of PIS and COFINS from calendar years 2015 to 2017. As a result of these cases, we have the right to apply for tax credits for the amounts overpaid during that period. These credits and corresponding interest can be used to offset various Brazilian federal taxes in future years. The Brazilian Office of the Attorney General of the National Treasury has sought clarification from the Brazilian Supreme Court of certain matters, including the amount (i.e. gross or net credit amount) and timing of these credits. If the Brazilian tax authorities challenge the amount or timing of these credits, we may become subject to new litigation related to the indirect tax credits already monetized or it could affect our ability to monetize future indirect tax credits Alternatively, if the Brazilian Supreme Court rules in favor of allowing companies to seek recovery of the gross credit amounts, the amounts of the benefits that we could recover will be greater than those currently recognized. We have estimated that it is probable to receive a benefit, net of fees and applicable Brazilian taxes, related to these periods and recorded this benefit in the corresponding periods, recognized using the net credit amount, as follows.

~~21.~~


in millions			Amounts Recorded in Statement of Operations
Period	Period Covered	Related Contribution	Net sales		Other expenses, net		Income tax provision		Net income
Fiscal Year Ended March 31, 2020	2015 to 2017	PIS and COFINS	$	—	$	(8)	$	3	$	5
Fiscal Year Ended March 31, 2019	2007 to 2014	COFINS	3		(2)		2		3

During the fiscal year ended March 31, 2020, we received an additional favorable ruling from the Brazilian court that allows for the exclusion of taxes on value-added tax sales and services from the calculation basis of COFINS from calendar years 1996 to 2007. We are in process of calculating the probable benefit from this ruling, and thus, we have not recognized any amount for this in the current period.

114

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. SEGMENT, GEOGRAPHICAL AREA, MAJOR CUSTOMER AND MAJOR SUPPLIER INFORMATION

Segment Information

Due in part to the regional nature of supply and demand of aluminum rolled products and to best serve our customers, we manage our activities based on geographical areas and are organized under ~~four~~4 operating segments: North America, Europe, Asia and South America. All of our segments manufacture aluminum sheet and light gauge products.

The following is a description of our operating segments:

North America. Headquartered in Atlanta, Georgia, this segment operates ~~eight~~8 plants, including ~~two~~2 fully dedicated recycling facilities and ~~one~~ ~~facility~~2 facilities with recycling operations, in ~~two~~2 countries.

Europe. Headquartered in Küsnacht, Switzerland, this segment operates ~~ten~~9 plants, including ~~two~~1 fully dedicated recycling facilities and ~~two~~4 facilities with recycling operations, in ~~four~~4 countries.

Asia. Headquartered in Seoul, South Korea, this segment operates ~~five~~3 plants, including ~~three~~2 facilities with recycling operations, in ~~four~~2 countries.

South America. Headquartered in Sao Paulo, Brazil, this segment comprises power generation operations, and operates ~~two~~2 plants, including aone facility with recycling operations, in Brazil. ~~Our remaining smelting operations facilities ceased operations in December 2014. The majority of our power generation operations were sold during the fourth quarter of fiscal 2015.~~

Net sales and expenses are measured in accordance with the policies and procedures described in Note 1 —– Business and Summary of Significant Accounting Policies.

We measure the profitability and financial performance of our operating segments based on ~~“Segment~~"Segment income.~~” “Segment income”~~" "Segment income" provides a measure of our underlying segment results that is in line with our approach to risk management. We define ~~“Segment income”~~"Segment income" as earnings before (a) ~~“depreciation~~"depreciation and ~~amortization”~~amortization"; (b) ~~“interest~~"interest expense and amortization of debt issuance ~~costs”~~costs"; (c) ~~“interest income”~~"interest income"; (d) unrealized gains (losses) on change in fair value of derivative instruments, net, except for foreign currency remeasurement hedging activities, which are included in segment income; (e) impairment of goodwill; (f) gain or loss on extinguishment of debt; (g) noncontrolling interests' share; (h) adjustments to reconcile our proportional share of ~~“Segment income”~~"Segment income" from non-consolidated affiliates to income as determined on the equity method of accounting; (i) ~~“restructuring~~"restructuring and impairment, ~~net”~~net"; (j) gains or losses on disposals of property, plant and equipment and businesses, net; (k) other costs, net; (l) litigation settlement, net of insurance recoveries; (m) sale transaction fees; (n) provision or benefit for taxes on income (loss) ~~and~~; (o) cumulative effect of accounting change, net of ~~tax.~~tax; (p) metal price lag; (q) business acquisition and other integration costs.

The tables below show selected segment financial information (in millions). The ~~“Eliminations~~"Eliminations and ~~Other”~~Other" column in the table below includes eliminations and functions that are managed directly from our corporate office that have not been allocated to our operating segments, as well as the adjustments for proportional consolidation, and eliminations of intersegment ~~“Net~~"Net sales.”" The financial information for our segments includes the results of our affiliates on a proportionately consolidated basis, which is consistent with the way we manage our business segments. In order to reconcile the financial information for the segments shown in the tables below to the relevant U.S. ~~GAAP-based~~GAAP based measures, we must adjust proportional consolidation of each line item. The ~~“Eliminations~~"Eliminations and ~~Other”~~Other" in ~~“Net~~"Net sales – third ~~party”~~party" includes the net sales attributable to our joint venture party, Tri-Arrows, for our Logan affiliate because we consolidate 100% of the Logan joint venture for U.S. GAAP, but we manage our Logan affiliate on a proportionately consolidated basis. See Note 8-8 – Consolidation and Note 9 -– Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further information about these affiliates. Additionally, we eliminate intersegment sales and intersegment income for reporting on a consolidated basis.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

115

~~Selected Segment Financial Information~~

Selected Operating Results Year Ended March 31, 2016
North
America
Europe Asia
South
America

Eliminations
and Other
Total
Net sales - third party $ 3,262
$ 3,055
$ 1,879
$ 1,482
$ 194
$ 9,872
Net sales - intersegment 4
168
113
93
(378 ) —
Net sales $ 3,266
$ 3,223
$ 1,992
$ 1,575
$ (184 ) $ 9,872

Depreciation and amortization $ 143
$ 106
$ 61
$ 61
$ (18 ) $ 353
Income tax (benefit) provision $ (53 ) $ (11 ) $ 12
$ 81
$ 17
$ 46
Capital expenditures $ 143
$ 146
$ 35
$ 39
$ 7
$ 370

March 31, 2016
Investment in and advances to non–consolidated affiliates $ —
$ 488
$ —
$ —
$ —
$ 488
Total assets $ 2,370
$ 2,687
$ 1,516
$ 1,584
$ 153
$ 8,310

Selected Operating Results Year Ended March 31, 2015
North
America
Europe Asia
South
America

Eliminations
and Other
Total
Net sales - third party $ 3,465
$ 3,609
$ 2,139
$ 1,749
$ 185
$ 11,147
Net sales - intersegment 18
174
201
101
(494 ) —
Net sales $ 3,483
$ 3,783
$ 2,340
$ 1,850
$ (309 ) $ 11,147

Depreciation and amortization $ 137
$ 103
$ 71
$ 63
$ (22 ) $ 352
Income tax (benefit) provision $ (27 ) $ 12
$ 16
$ (1 ) $ 14
$ 14
Capital expenditures $ 122
$ 257
$ 85
$ 53
$ 1
$ 518

March 31, 2015
Investment in and advances to non–consolidated affiliates $ —
$ 447
$ —
$ —
$ —
$ 447
Total assets $ 2,744
$ 2,952
$ 1,663
$ 1,588
$ 155
$ 9,102

Selected Operating Results Year Ended March 31, 2014
North
America
Europe Asia
South
America

Eliminations
and Other
Total
Net sales - third party $ 3,042
$ 3,145
$ 1,849
$ 1,543
$ 188
$ 9,767
Net sales - intersegment 8
135
27
45
(215 ) —
Net sales $ 3,050
$ 3,280
$ 1,876
$ 1,588
$ (27 ) $ 9,767

Depreciation and amortization $ 126
$ 103
$ 68
$ 69
$ (32 ) $ 334
Income tax provision $ (34 ) $ 6
$ 16
$ 6
$ 17
$ 11
Capital expenditures $ 147
$ 241
$ 198
$ 117
$ 14
$ 717

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

Selected Segment Financial Information


in millions
Selected Operating Results Fiscal Year Ended March 31, 2020	North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party	$	4,118	$	2,977	$	1,952	$	1,861	$	309	$	11,217
Net sales - intersegment	—		118		17		43		(178)		—
Net sales	$	4,118	$	3,095	$	1,969	$	1,904	$	131	$	11,217

Depreciation and amortization	$	153	$	117	$	62	$	67	$	(38)	$	361
Income tax provision	19		11		29		108		11		178
Cash capital expenditures	292		85		132		94		(4)		599

March 31, 2020
Investment in and advances to non–consolidated affiliates	$	—	$	465	$	295	$	—	$	—	$	760
Total assets	4,274		3,075		1,737		1,626		277		10,989


in millions
Selected Operating Results Fiscal Year Ended March 31, 2019	North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party	$	4,580	$	3,266	$	2,154	$	2,059	$	267	$	12,326
Net sales - intersegment	1		110		36		32		(179)		—
Net sales	$	4,581	$	3,376	$	2,190	$	2,091	$	88	$	12,326

Depreciation and amortization	$	150	$	116	$	63	$	66	$	(45)	$	350
Income tax provision	45		15		19		106		17		202
Cash capital expenditures	147		80		70		65		(11)		351

March 31, 2019
Investment in and advances to non–consolidated affiliates	$	—	$	478	$	314	$	—	$	—	$	792
Total assets	2,923		2,872		1,717		1,831		225		9,568


in millions
Selected Operating Results Fiscal Year Ended March 31, 2018	North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party	$	3,933	$	3,390	$	2,066	$	1,851	$	222	$	11,462
Net sales - intersegment	18		57		44		80		(199)		—
Net sales	$	3,951	$	3,447	$	2,110	$	1,931	$	23	$	11,462

Depreciation and amortization	$	149	$	112	$	65	$	65	$	(37)	$	354
Income tax provision	13		19		108		77		16		233
Cash capital expenditures	78		71		36		38		3		226

116

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table ~~shows~~displays the reconciliation from ~~income from reportable segments to “Net~~"Net income attributable to our common ~~shareholder” (in millions).~~shareholder" to "Segment income" from reportable segments.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Net income attributable to our common shareholder	$	420	$	434	$	635
Net loss attributable to noncontrolling interests	—		—		(13)
Income tax provision	178		202		233
Depreciation and amortization	361		350		354
Interest expense and amortization of debt issuance costs	248		268		255
Adjustment to reconcile proportional consolidation	57		58		51
Unrealized (gains) losses on change in fair value of derivative instruments, net	(4)		10		(20)
Realized gains on derivative instruments not included in segment income	—		(2)		—
Loss on extinguishment of debt	71		—		—
Restructuring and impairment, net	43		2		34
Loss on sale of fixed assets	1		6		7
Gain on sale of a business	—		—		(318)
Metal price lag	38		4		(4)
Business acquisition and other integration related costs⁽¹⁾	63		33		—
Other, net	(4)		3		1
Total of reportable segments	$	1,472	$	1,368	$	1,215

_________________________

Year Ended March 31,
2016 2015 2014
North America $ 258
$ 273
$ 229
Europe 116
250
265
Asia 135
141
160
South America 282
240
231
Intersegment eliminations —
(2 ) —
Depreciation and amortization (353 ) (352 ) (334 )
Interest expense and amortization of debt issuance costs (327 ) (326 ) (304 )
Adjustment to eliminate proportional consolidation (30 ) (33 ) (40 )
Unrealized losses on change in fair value of derivative instruments, net (4 ) —
(10 )
Realized (losses) gains on derivative instruments not included in segment income (1 ) (6 ) 5
Gain on assets held for sale —
22
6
Loss on extinguishment of debt (13 ) —
—
Restructuring and impairment, net (48 ) (37 ) (75 )
Loss on sale of fixed assets (4 ) (5 ) (9 )
Other costs, net (3 ) (3 ) (9 )
Income before income taxes 8
162
115
Income tax provision 46
14
11
Net (loss) income (38 ) 148
104
Net income attributable to noncontrolling interests —
—
—
Net (loss) income attributable to our common shareholder $ (38 ) $ 148
$ 104
(1) "Business acquisition and other integration related costs" are primarily legal and professional fees associated with our acquisition of Aleris.

The following table displays "Segment income" by reportable segment.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
North America	$	590	$	552	$	474
Europe	246		226		219
Asia	210		196		167
South America	421		394		363
Intersegment eliminations	5		—		(8)
Total of reportable segments	$	1,472	$	1,368	$	1,215

Geographical Area Information

We had 2522 operating facilities in ~~eleven~~9 countries as of March 31, ~~2016~~.2020. The tables below present ~~“Net sales”~~"Net sales" and ~~“Long-lived~~"Long-lived assets and other intangible ~~assets”~~assets" by geographical ~~area (in millions). “Net sales”~~area. "Net sales" are attributed to geographical areas based on the origin of the sale. ~~“Long-lived~~"Long-lived assets and other intangible ~~assets”~~assets" are attributed to geographical areas based on asset location and exclude investments in and advances to our non-consolidated affiliates and goodwill.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Net sales:
United States	$	4,273	$	4,725	$	4,041
Asia and Other Pacific	1,952		2,154		2,068
Brazil	1,861		2,059		1,851
Canada	154		121		113
Germany	2,506		2,749		2,853
Other Europe	471		518		536
Total Net sales	$	11,217	$	12,326	$	11,462

117

Year Ended March 31,
2016 2015 2014
Net sales:
United States $ 3,334
$ 3,507
$ 3,021
Asia and Other Pacific 1,879
2,139
1,845
Brazil 1,482
1,750
1,544
Canada 121
144
209
Germany 2,506
2,976
2,449
Other Europe 550
631
699
Total Net sales $ 9,872
$ 11,147
$ 9,767

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~


						March 31,
	March 31,
	2016		2015
in millions					in millions	2020		2019
Long-lived assets and other intangibles:					Long-lived assets and other intangibles:
United States	$	1,483	$	1,518	United States	$	1,526	$	1,421
Asia and Other Pacific	784		840		Asia and Other Pacific	534		478
Brazil	840		866		Brazil	816		796
Canada	70		78		Canada	58		61
Germany	287		251		Germany	248		265
United Kingdom	43		45
Other Europe	522		528		Other Europe	696		720
Total long-lived assets	$	4,029	$	4,126	Total long-lived assets	$	3,878	$	3,741

Information about Product Sales, Major Customers and Primary Supplier

Product Sales

The ~~percentage of “Net sales” generated from beverage and food can products were 55%, 56%, and 55% in the years ended March 31, 2016, 2015, and 2014, respectively.~~ following table displays our "Net sales" by value stream.


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Can	$	6,240	$	6,643	$	5,962
Automotive	2,801		2,967		2,802
Specialty (and other)	2,176		2,716		2,698
Net sales	$	11,217	$	12,326	$	11,462

Major Customers

The ~~percentage of “Net sales” generated from automotive products increased to 20% in the year ended March 31, 2016, compared to 13% and 11% in the years ended March 31, 2015 and 2014, respectively.~~

~~The~~following table ~~below shows our~~displays net sales to ~~Rexam Plc (Rexam) and Affiliates~~customers representing 10% or more of ~~Ball Corporation (Ball Corporation),~~ our ~~two~~ ~~largest customers, as a percentage of~~ total ~~“Net~~"Net sales.”"


	Fiscal Year Ended March 31,
in millions	2020		2019		2018
Ball	21	%	22	%	21	%
Ford	10	%	10	%	10	%

Primary Supplier

Year Ended March 31,
2016 2015 2014
Rexam (A) 19 % 18 % 17 %
Ball Corporation (A) 11 % 10 % 10 %


~~(A)~~	~~In February of 2015, Ball Corporation made an offer to acquire Rexam. This acquisition will be subject to regulatory and shareholder approval.~~

RTRio Tinto (RT) is our primary supplier of metal inputs, including prime and sheet ingot. The table below shows our purchases from RT as a percentage of our total combined metal purchases.


	Fiscal Year Ended March 31,
	2020		2019		2018
Purchases from RT as a percentage of total combined metal purchases	11	%	10	%	10	%

118

Year Ended March 31,
2016 2015 2014
Purchases from RT as a percentage of total combined metal purchases 12 % 15 % 17 %

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

~~22. SUPPLEMENTAL INFORMATION~~

~~Supplemental cash flow information is as follows (in millions).~~

Year Ended March 31,
2016 2015 2014
Supplemental disclosures of cash flow information:
Interest paid $ 308
$ 303
$ 278
Income taxes paid $ 123
$ 131
$ 120

~~As of~~ ~~March 31, 2016, we recorded~~ ~~$53 million~~ ~~of outstanding accounts payable and accrued liabilities related to capital expenditures in which the cash outflows will occur subsequent to~~ ~~March 31, 2016~~. During the year ended March 31, 2016, we did not incur any new capital lease obligations. During the years ended 2015 and 2014, we incurred capital lease obligations of less than $1 million related to capital lease acquisitions.

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

23. QUARTERLY RESULTS (UNAUDITED)

The tables below present select operating results ~~(in millions)~~ by period:


	Quarter Ended
in millions	June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020
Net sales	$	2,925	$	2,851	$	2,715	$	2,726
Cost of goods sold (exclusive of depreciation and amortization)	2,414		2,348		2,239		2,230
Selling, general and administrative expenses	127		122		131		118
Depreciation and amortization	88		88		91		94
Interest expense and amortization of debt issuance costs	65		61		59		63
Research and development expenses	19		18		21		26


Loss on extinguishment of debt	—		—		—		71
Restructuring and impairment, net	1		32		3		7
Equity in net loss of non-consolidated affiliates	—		—		1		1
Business acquisition and other integration related costs	17		12		17		17
Other expenses, net	4		2		(3)		15
Income tax provision	63		45		49		21
Net income	127		123		107		63
Net income attributable to noncontrolling interests	—		—		—		—
Net income attributable to our common shareholder	$	127	$	123	$	107	$	63


	Quarter Ended
in millions	June 30, 2018		September 30, 2018		December 31, 2018		March 31, 2019
Net sales	$	3,097	$	3,136	$	3,009	$	3,084
Cost of goods sold (exclusive of depreciation and amortization)	2,591		2,657		2,568		2,606
Selling, general and administrative expenses	117		127		129		129
Depreciation and amortization	86		86		88		90
Interest expense and amortization of debt issuance costs	66		68		67		67
Research and development expenses	15		17		18		22



Restructuring and impairment, net	1		—		1		—
Equity in net income of non-consolidated affiliates	—		(1)		(1)		(1)
Business acquisition and other integration related costs	2		8		14		9
Other expenses, net	29		(6)		10		11
Income tax provision	53		64		37		48
Net income	137		116		78		103
Net income attributable to noncontrolling interests	—		—		—		—
Net income attributable to our common shareholder	$	137	$	116	$	78	$	103

119

(Unaudited)
Quarter Ended
June 30,
2015 September 30,
2015 December 31,
2015 March 31,
2016
Net sales $ 2,634
$ 2,482
$ 2,354
$ 2,402
Cost of goods sold (exclusive of depreciation and amortization) 2,400
2,241
2,051
2,035
Selling, general and administrative expenses 100
100
104
103
Depreciation and amortization 87
89
88
89
Interest expense and amortization of debt issuance costs 80
82
82
83
Research and development expenses 13
13
13
15
Loss on extinguishment of debt 13
—
—
—
Restructuring and impairment, net 15
4
10
19
Equity in net loss of non-consolidated affiliates 1
1
—
1
Other (income) expense, net (30 ) (32 ) (16 ) 10
Income tax provision (benefit) 15
(3 ) 16
18
Net (loss) income (60 ) (13 ) 6
29
Net income attributable to noncontrolling interests —
—
—
—
Net (loss) income attributable to our common shareholder $ (60 ) $ (13 ) $ 6
$ 29

(Unaudited)
Quarter Ended
June 30,
2014 September 30,
2014 December 31,
2014 March 31,
2015
Net sales $ 2,680
$ 2,831
$ 2,847
$ 2,789
Cost of goods sold (exclusive of depreciation and amortization) 2,329
2,483
2,498
2,483
Selling, general and administrative expenses 108
103
108
108
Depreciation and amortization 89
90
87
86
Interest expense and amortization of debt issuance costs 81
82
85
78
Research and development expenses 12
12
14
12
(Gain) loss on assets held for sale (11 ) —
(12 ) 1
Restructuring and impairment, net 6
7
25
(1 )
Equity in net loss of non-consolidated affiliates 2
—
2
1
Other expense (income), net 5
18
(9 ) 3
Income tax provision (benefit) 24
(2 ) 3
(11 )
Net income 35
38
46
29
Net income attributable to noncontrolling interests —
—
—
—
Net income attributable to our common shareholder $ 35
$ 38
$ 46
$ 29

Novelis Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~- (Continued)~~

24. ~~SUPPLEMENTAL GUARANTOR INFORMATION~~SUBSEQUENT EVENTS

~~In connection~~Aleris Acquisition

On April 14, 2020, we closed our acquisition of Aleris. As a result of the antitrust review processes required for approval of the acquisition, we are obligated to divest Aleris' European and North American automotive assets, including its plants in Duffel, Belgium (Duffel) and Lewisport, Kentucky (Lewisport).

Our previously disclosed sale of Duffel to Liberty House Group is pending and remains subject to approval by the State Administration for Market Regulation in China and other closing conditions set forth in our definitive agreement with Liberty.

On September 4, 2019, the United States Department of Justice (DOJ) filed an action to block our acquisition of Aleris and contemporaneously announced an agreement with us to resolve the antitrust issues through binding arbitration. On March 9, 2020, the arbitrator assigned to resolve the dispute ruled in favor of the DOJ. As a consequence of that ruling, we are now required to divest Lewisport, and we are currently in discussions with the ~~issuance~~DOJ regarding the allowed timeframe to consummate this sale. Once a buyer for Lewisport has been identified, completion of the divestiture will be conditioned on the receipt of required regulatory approvals and will be subject to other customary closing conditions. Although we believe the Lewisport asset group is marketable in its current condition and we intend to run a competitive sales process, there is no assurance that we will be able to fully recover our investment in these assets. In addition, in light of current adverse market conditions, Novelis may not be able to complete the divestiture of Lewisport on favorable terms, in a timely manner, or at all. Delays or difficulties in divesting Duffel or Lewisport may result in additional expenditures of funds and management resources which would reduce the financial benefit we expect from our acquisition of Aleris and could have an adverse effect on our financial condition, results of operations and cash flows.

Until the sales of Duffel and Lewisport are completed, we are legally required to hold these assets separate from the rest of Novelis ~~Inc.'s (the Parent~~ and ~~Issuer) 2017 Notes~~maintain them as viable and ~~2020 Notes,~~competitive.

COVID-19

The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries, including the automotive industry. Disruptions to the automotive manufacturing industry may result in continued weakened demand for products we supply to the automotive end use market, which could materially impact our automotive business.

As a result of the COVID-19 pandemic, we have been required to partially shut down or temporarily close certain facilities in the United States and abroad to comply with state orders and governmental decrees and adjust schedules at certain of our ~~wholly-owned subsidiaries, which are~~ ~~100%~~ ~~owned within the meaning~~facilities based on customer demand. The plant shut downs and adjusted schedules resulting from COVID-19 have resulted in disruptions to our supply chain, interruptions to our production, and delays of Rule 3-10(h)(1) of Regulation S-X, provided guarantees. These guarantees are full and unconditional as well as joint and several. In the periods presented below, the guarantor subsidiaries (the Guarantors) are comprisedshipments to our customers.

The overall extent of the ~~majority of our businesses in Canada, the U.S., the U.K., Brazil, Portugal and Switzerland, as well as certain businesses in Germany and France. The remaining subsidiaries (the Non-Guarantors)~~impact of the ~~Parent are not guarantors~~COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration and spread of the ~~Notes.~~

~~The fiscal 2015~~outbreak and ~~2014 amounts below have been retrospectively adjusted to reflect the amalgamations of certain subsidiaries in the U.S. and Canada that occurred during fiscal 2016. These amalgamations had no~~its impact on ~~the consolidated financial statements.~~

~~CONSOLIDATING STATEMENT OF OPERATIONS~~

~~(In millions)~~our customers, employees, and vendors.

120

Year Ended March 31, 2016
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Net sales $ 648
$ 8,519
$ 2,386
$ (1,681 ) $ 9,872
Cost of goods sold (exclusive of depreciation and amortization) 655
7,582
2,169
(1,679 ) 8,727
Selling, general and administrative expenses 32
315
60
—
407
Depreciation and amortization 19
269
65
—
353
Research and development expenses —
53
1
—
54
Interest expense and amortization of debt issuance costs 318
121
11
(123 ) 327
Loss on extinguishment of debt 13
—
—
—
13
Restructuring and impairment, net 14
30
4
—
48
Equity in net loss of non-consolidated affiliates —
3
—
—
3
Equity in net income of consolidated subsidiaries (263 ) (44 ) —
307
—
Other (income) expense, net (106 ) (105 ) 20
123
(68 )
682
8,224
2,330
(1,372 ) 9,864
(Loss) income before income taxes (34 ) 295
56
(309 ) 8
Income tax provision 4
25
17
—
46
Net (loss) income (38 ) 270
39
(309 ) (38 )
Net income attributable to noncontrolling interests —
—
—
—
—
Net (loss) income attributable to our common shareholder $ (38 ) $ 270
$ 39
$ (309 ) $ (38 )
Comprehensive (loss) income $ 23
$ 302
$ (6 ) $ (307 ) $ 12
Less: Comprehensive loss attributable to noncontrolling interest —
—
(11 ) —
(11 )
Comprehensive income attributable to our common shareholder $ 23
$ 302
$ 5
$ (307 ) $ 23

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING STATEMENT OF OPERATIONS~~

~~(In millions)~~

Year Ended March 31, 2015
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Net sales $ 665
$ 9,525
$ 2,743
$ (1,786 ) $ 11,147
Cost of goods sold (exclusive of depreciation and amortization) 650
8,413
2,514
(1,784 ) 9,793
Selling, general and administrative expenses 6
344
77
—
427
Depreciation and amortization 18
258
76
—
352
Research and development expenses —
49
1
—
50
Interest expense and amortization of debt issuance costs 319
127
7
(127 ) 326
Gain on assets held for sale, net (5 ) (17 ) —
—
(22 )
Restructuring and impairment, net 1
33
3
—
37
Equity in net loss of non-consolidated affiliates —
5
—
—
5
Equity in net income of consolidated subsidiaries (403 ) (30 ) —
433
—
Other (income) expense, net (71 ) (46 ) 7
127
17

515
9,136
2,685
(1,351 ) 10,985
Income before income taxes 150
389
58
(435 ) 162
Income tax provision (benefit) 2
(8 ) 20
—
14
Net income 148
397
38
(435 ) 148
Net income attributable to noncontrolling interests —
—
—
—
—
Net income attributable to our common shareholder $ 148
$ 397
$ 38
$ (435 ) $ 148
Comprehensive (loss) income $ (322 ) $ 138
$ (7 ) $ (146 ) $ (337 )
Less: Comprehensive loss attributable to noncontrolling interest —
—
(15 ) —
(15 )
Comprehensive (loss) income attributable to our common shareholder $ (322 ) $ 138
$ 8
$ (146 ) $ (322 )

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING STATEMENT OF OPERATIONS~~

~~(In millions)~~

Year Ended March 31, 2014
Parent Guarantors
Non-
Guarantors
Eliminations Consolidated
Net sales $ 693
$ 8,080
$ 2,416
$ (1,422 ) $ 9,767
Cost of goods sold (exclusive of depreciation and amortization) 677
7,055
2,158
(1,422 ) 8,468
Selling, general and administrative expenses 48
338
75
—
461
Depreciation and amortization 16
246
72
—
334
Research and development expenses 1
43
1
—
45
Interest expense and amortization of debt issuance costs 315
87
1
(99 ) 304
Gain on assets held for sale —
(6 ) —
—
(6 )
Restructuring and impairment, net 8
59
8
—
75
Equity in net loss of non-consolidated affiliates —
12
—
—
12
Equity in net income of consolidated subsidiaries (389 ) (99 ) —
488
—
Other (income) expense, net (94 ) (57 ) 11
99
(41 )

582
7,678
2,326
(934 ) 9,652
Income before income taxes 111
402
90
(488 ) 115
Income tax provision (benefit) 7
16
(12 ) —
11
Net income 104
386
102
(488 ) 104
Net income attributable to noncontrolling interests —
—
—
—
—
Net income attributable to our common shareholder $ 104
$ 386
$ 102
$ (488 ) $ 104
Comprehensive income $ 281
$ 480
$ 153
$ (635 ) $ 279
Less: Comprehensive loss attributable to noncontrolling interest —
—
(2 ) —
(2 )
Comprehensive income attributable to our common shareholder $ 281
$ 480
$ 155
$ (635 ) $ 281

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING BALANCE SHEET (In millions)~~

As of March 31, 2016
Parent Guarantors Non-
Guarantors Eliminations Consolidated
ASSETS
Current assets
Cash and cash equivalents $ 2
$ 301
$ 253
$ —
$ 556
Accounts receivable, net of allowances
— third parties 23
716
217
—
956
— related parties 188
139
175
(443 ) 59
Inventories 46
873
264
(3 ) 1,180
Prepaid expenses and other current assets 5
91
31
—
127
Fair value of derivative instruments 26
49
16
(3 ) 88
Assets held for sale —
5
—
—
5
Total current assets 290
2,174
956
(449 ) 2,971
Property, plant and equipment, net 81
2,581
844
—
3,506
Goodwill —
596
11
—
607
Intangible assets, net 17
503
3
—
523
Investments in and advances to non-consolidated affiliates —
488
—
—
488
Investments in consolidated subsidiaries 2,667
619
—
(3,286 ) —
Deferred income tax assets —
18
69
—
87
Other long-term assets
— third parties 45
48
19
—
112
— related parties 1,752
16
—
(1,752 ) 16
Total assets $ 4,852
$ 7,043
$ 1,902
$ (5,487 ) $ 8,310
LIABILITIES AND (DEFICIT) EQUITY
Current liabilities
Current portion of long-term debt $ 21
$ 8
$ 18
$ —
$ 47
Short-term borrowings
— third parties 337
149
93
—
579
— related parties 20
(71 ) —
51
—
Accounts payable
— third parties 43
958
505
—
1,506
— related parties 69
322
39
(382 ) 48
Fair value of derivative instruments 19
58
11
(3 ) 85
Accrued expenses and other current liabilities
— third parties 95
398
76
—
569
— related parties —
102
10
(112 ) —
Total current liabilities 604
1,924
752
(446 ) 2,834
Long-term debt, net of current portion
— third parties 4,253
20
178
—
4,451
— related parties —
1,697
55
(1,752 ) —
Deferred income tax liabilities —
87
2
—
89
Accrued postretirement benefits 32
557
231
—
820
Other long-term liabilities 22
143
10
—
175
Total liabilities 4,911
4,428
1,228
(2,198 ) 8,369
Commitments and contingencies

Temporary equity - intercompany —
1,681
—
(1,681 ) —
Shareholder’s (deficit) equity
Common stock —
—
—
—
—
Additional paid-in capital 1,404
—
—
—
1,404
(Accumulated deficit) retained earnings (963 ) 1,329
754
(2,083 ) (963 )
Accumulated other comprehensive loss (500 ) (395 ) (80 ) 475
(500 )
Total (deficit) equity of our common shareholder (59 ) 934
674
(1,608 ) (59 )
Noncontrolling interests —
—
—
—
—
Total (deficit) equity (59 ) 934
674
(1,608 ) (59 )
Total liabilities and (deficit) equity $ 4,852
$ 7,043
$ 1,902
$ (5,487 ) $ 8,310

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING BALANCE SHEET (In millions)~~

As of March 31, 2015
Parent Guarantors Non-
Guarantors Eliminations Consolidated
ASSETS
Current assets
Cash and cash equivalents $ 4
$ 365
$ 259
$ —
$ 628
Accounts receivable, net of allowances
— third parties 23
1,034
232
—
1,289
— related parties 385
154
158
(644 ) 53
Inventories 55
1,084
294
(2 ) 1,431
Prepaid expenses and other current assets 6
89
17
—
112
Fair value of derivative instruments 19
55
9
(6 ) 77
Deferred income tax assets —
70
9
—
79
Assets held for sale —
6
—
—
6
Total current assets 492
2,857
978
(652 ) 3,675
Property, plant and equipment, net 95
2,549
898
—
3,542
Goodwill —
596
11
—
607
Intangible assets, net 19
562
3
—
584
Investments in and advances to non-consolidated affiliates —
447
—
—
447
Investments in consolidated subsidiaries 2,442
597
—
(3,039 ) —
Deferred income tax assets —
47
48
—
95
Other long-term assets
— third parties 57
70
10
—
137
— related parties 1,836
64
—
(1,885 ) 15
Total assets $ 4,941
$ 7,789
$ 1,948
$ (5,576 ) $ 9,102
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt $ 22
$ 8
$ 78
$ —
$ 108
Short-term borrowings
— third parties 394
381
71
—
846
— related parties —
122
—
(122 ) —
Accounts payable
— third parties 27
1,195
632
—
1,854
— related parties 78
393
42
(469 ) 44
Fair value of derivative instruments 83
62
10
(6 ) 149
Accrued expenses and other current liabilities
— third parties 99
412
61
—
572
— related parties —
47
6
(53 ) —
Deferred income tax liabilities —
20
—
—
20
Total current liabilities 703
2,640
900
(650 ) 3,593
Long-term debt, net of current portion
— third parties 4,205
28
116
—
4,349
— related parties 49
1,780
56
(1,885 ) —
Deferred income tax liabilities —
254
7
—
261
Accrued postretirement benefits 30
534
184
—
748
Other long-term liabilities 36
175
10
—
221
Total liabilities 5,023
5,411
1,273
(2,535 ) 9,172
Commitments and contingencies

Temporary equity - intercompany —
1,681
—
(1,681 ) —
Shareholder’s (deficit) equity
Common stock —
—
—
—
—
Additional paid-in capital 1,404
—
—
—
1,404
(Accumulated deficit) retained earnings (925 ) 1,122
711
(1,833 ) (925 )
Accumulated other comprehensive loss (561 ) (425 ) (48 ) 473
(561 )
Total (deficit) equity of our common shareholder (82 ) 697
663
(1,360 ) (82 )
Noncontrolling interests —
—
12
—
12
Total (deficit) equity (82 ) 697
675
(1,360 ) (70 )
Total liabilities and (deficit) equity $ 4,941
$ 7,789
$ 1,948
$ (5,576 ) $ 9,102

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~(In millions)~~

Year Ended March 31, 2016
Parent Guarantors Non-
Guarantors Eliminations Consolidated
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities $ (6 ) $ 728
$ 85
$ (266 ) $ 541
INVESTING ACTIVITIES
Capital expenditures (10 ) (314 ) (46 )

(370 )
Proceeds from sales of assets, net of transaction fees and hedging

— third parties 1
2
—
—
3
Proceeds (outflows) from investment in and advances to affiliates, net 180
47
(65 ) (164 ) (2 )
(Outflows) proceeds from settlement of other undesignated derivative instruments, net (107 ) 117
(19 ) —
(9 )
Net cash provided by (used in) investing activities 64
(148 ) (130 ) (164 ) (378 )
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings
— third parties 59
48
67
—
174
— related parties

140

(140 ) —
Principal payments of long-term and short-term borrowings
— third parties (18 ) (141 ) (57 ) —
(216 )
— related parties (49 ) (82 ) —
131
—
Short-term borrowings, net
— third parties (57 ) (158 ) 28
—
(187 )
— related parties 20
(193 ) —
173
—
Dividends, noncontrolling interest and intercompany —
(265 ) (2 ) 266
(1 )
Debt issuance costs (15 ) —
—
—
(15 )
Net cash (used in) provided by financing activities (60 ) (651 ) 36
430
(245 )
Net decrease in cash and cash equivalents (2 ) (71 ) (9 ) —
(82 )
Effect of exchange rate changes on cash —
7
3
—
10
Cash and cash equivalents — beginning of period 4
365
259
—
628
Cash and cash equivalents — end of period $ 2
$ 301
$ 253
$ —
$ 556

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~(In millions)~~

Year Ended March 31, 2015
Parent Guarantors Non-
Guarantors Eliminations Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities $ 29
$ 606
$ 161
$ (192 ) $ 604
INVESTING ACTIVITIES
Capital expenditures (17 ) (404 ) (97 ) —
(518 )
Proceeds from the sale of assets, net of transaction fees
— third parties 29
88
—
—
117
Proceeds (outflows) from investment in and advances to affiliates, net
250
5
—
(275 ) (20 )
(Outflows) proceeds from settlement of other undesignated derivative instruments, net (19 ) 23
1
—
5
Net cash provided by (used in) investing activities 243
(288 ) (96 ) (275 ) (416 )
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings
— third parties —
315
47
—
362
— related parties —
500
3
(503 ) —
Principal payments of long-term and short-term borrowings
— third parties (21 ) (266 ) (37 ) —
(324 )
— related parties —
(80 ) —
80
—
Short-term borrowings, net
— third parties 27
97
36
—
160
— related parties (25 ) (686 ) —
711
—
Return of capital to our common shareholder (250 ) —
13
(13 ) (250 )
Dividends, noncontrolling interests and intercompany —
(191 ) (2 ) 192
(1 )
Debt issuance costs (3 ) —
—
—
(3 )
Net cash (used in) provided by financing activities (272 ) (311 ) 60
467
(56 )
Net decrease in cash and cash equivalents —
7
125

132
Effect of exchange rate changes on cash —
(14 ) 1
—
(13 )
Cash and cash equivalents — beginning of period 4
372
133
—
509
Cash and cash equivalents — end of period $ 4
$ 365
$ 259
$ —
$ 628

~~Novelis Inc.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~(In millions)~~

Year Ended March 31, 2014
Parent Guarantors
Non-
Guarantors
Eliminations Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities $ 144
$ 834
$ 233
$ (509 ) $ 702
INVESTING ACTIVITIES
Capital expenditures (22 ) (492 ) (203 ) —
(717 )
Proceeds from the sale of assets, net of transaction fees

— third parties —
7
1
—
8
— related parties —
8
—
—
8
Outflows from investment in and advances to affiliates, net
(261 ) (41 ) —
286
(16 )
(Outflow) proceeds from settlement of undesignated derivative instruments, net (21 ) 21
15
—
15
Net cash used in investing activities (304 ) (497 ) (187 ) 286
(702 )
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings
— third parties —
147
22
—
169
— related parties —
—
56
(56 ) —
Principal payments of long-term and short-term borrowings
— third parties (19 ) (143 ) (2 ) —
(164 )
Short-term borrowings, net
— third parties 162
44
2
—
208
— related parties 25
208
—
(233 ) —
Return of capital —
—
(3 ) 3
—
Dividends, noncontrolling interests —
(420 ) (89 ) 509
—
Debt issuance costs (8 ) —
—
—
(8 )
Net cash provided by (used in) financing activities 160
(164 ) (14 ) 223
205
Net increase in cash and cash equivalents —
173
32
—
205
Effect of exchange rate changes on cash —
3
—
—
3
Cash and cash equivalents — beginning of period 4
196
101
—
301
Cash and cash equivalents — end of period $ 4
$ 372
$ 133
$ —
$ 509

Item 9. Changes in and Disagreements ~~with~~With Accountants on Accounting and Financial ~~Disclosure~~Disclosure.

None.

Item 9A. Controls and ~~Procedures~~Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by Securities and Exchange Commission rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this ~~Annual Report on~~ Form 10-K. This evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer. Based on this evaluation, our management, including our Principal Executive Officer and Principal Financial Officer, ~~have~~has concluded that our disclosure controls and procedures were effective as of March 31, ~~2016~~.2020.

Management’s Report on Internal Control over Financial Reporting

The report of management on our internal control over financial reporting as of March 31, ~~2016~~2020 is set forth in Part II, "Item 8. Financial Statements and Supplementary Data" in this report.

Changes in Internal Control Over Financial Reporting

During fiscal 2019, we implemented a new system and modified our internal controls to facilitate the adoption of ASC 842 “Leases." The adoption of this standard did not have a material impact to the consolidated statement of operations or the consolidated statement of cash flows. There have been no other changes in ~~our~~ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other ~~Information~~

Information.

On ~~May 5, 2016,~~March 18, 2020, Leslie J. Parrette, Jr., our ~~Board~~former Senior Vice President, General Counsel, Corporate Secretary and Compliance Officer, departed Novelis to pursue opportunities outside the company. On March 20, 2020, we entered into a severance and release agreement with Mr. Parrette, under which Mr. Parrette is entitled to receive the following separation incentives: (i) a lump sum severance payment of ~~Directors approved~~$909,000, (ii) a ~~fiscal year 2017 executive~~lump sum payment representing his annual incentive plan ~~(2017 Executive AIP)~~award for the 2020 fiscal year, (iii) a lump sum medical continuation payment of $10,250, (iv) a credit of $57,570 to his account in the Company’s defined contribution supplemental executive retirement plan, and ~~an executive long term~~(v) continued coverage under the Company’s group life insurance plan for up to 12 months from the separation date. Mr. Parrette’s grants under the Company’s long-term incentive plan covering fiscal years 2016 through 2019 (2017 Executive LTIP). For additional information regarding the 2017 Executive AIP and the 2017 Executive LTIP, see Item 11 - Executive Compensation, Fiscal Year 2017 Incentive Compensation Plans, which is incorporated by reference into this item.for each applicable grant year, if any, will be treated as set forth in his severance agreement.

121

PART III

Item 10. Directors, Executive Officers and Corporate ~~Governance~~Governance.

Our Directors

Our Board of Directors is currently comprised of ~~six~~nine directors. All of our directors were appointed by our sole shareholder, Hindalco. Our directors’ terms will expire at each annual shareholder meeting, provided that if an election of directors is not held at an annual shareholder meeting, the directors then in office shall continue in office or until their successors shall be elected. Biographical details for each of our directors ~~are~~ set forth ~~below.~~below are as of April 30, 2020.

Name

Director Since

Age

Position

Kumar Mangalam Birla

May 15, 2007

4852

Chairman of the Board

Askaran Agarwala ~~(B)~~⁽²⁾

May 15, 2007

8286

Director

Debnarayan Bhattacharya ~~(A)(B)~~⁽¹⁾⁽²⁾

May 15, 2007

6771

Director and Vice Chairman of the Board

Clarence J. Chandran ~~(A)(B)~~⁽¹⁾⁽²⁾

January 6, 2005

6771

Director

Gary Comerford

February 7, 2020

Director

Dr. Thomas M. Connelly, Jr.

February 7, 2020

Director

Satish Pai⁽²⁾

August 6, 2013

Director

Vikas Sehgal

February 7, 2020

Director

Donald A. Stewart ~~(A)~~⁽¹⁾

May 15, 2007

6973

~~Director~~

~~Satish Pai (B)~~

~~August 6, 2013~~

Director

_________________________


~~(A)~~	~~Member of our Audit Committee~~


~~(B)~~	~~Member of our Compensation Committee~~

(1) Member of our Audit Committee

(2) Member of our Compensation Committee

Mr. Kumar Mangalam Birlawas elected as the Chairman of the Board of Directors of Novelis on May 15, 2007. Mr. Birla is the Chairman of Hindalco Industries Limited which is an industry leader in aluminum and copper. He is also the Chairman of Aditya Birla Group’s leading blue-chip companies including Grasim, UltraTech Cement, Vodafone Idea Limited, Aditya Birla ~~Nuvo~~Capital Limited and ~~Idea Cellular; and globally, Novelis,~~ Aditya Birla Chemicals (Thailand) ~~Limited and Indo Phil Textile Mills Inc. Philippines.~~Limited. Mr. Birla also serves as director on the board of Aditya Birla Management Corporation Private Limited (as Executive Chairman), Air India Limited (as part-time non-official director), and the Group’s international companies spanning Thailand, Indonesia, ~~Philippines,~~ Egypt, and Canada. Additionally, Mr. Birla is the Chancellor and member of the Board of Governors of the Birla Institute of Technology & Science, ~~Pilani.~~Pilani and Chairman of the Board of Governors Indian Institute of Management, Ahmedabad and Indian Institute of Technology, Delhi. He is a member of the London Business School’s Asia Pacific Advisory ~~Board.~~Board and a member of the National Council of the Confederation of Indian Industry. Mr. Birla’s past affiliations include service on the boards of Maruti Udyog Limited and Tata Iron and Steel Co. Limited. He was a ~~part time non official director~~Director on the Central Board of Directors of the Reserve Bank of India and part-time member on the Board of Securities and Exchange Board of India. He was Chairman of the Advisory Committee constituted by the Ministry of Company Affairs and served on the Prime Minister of India’s Advisory Council on Trade and Industry. A Commerce graduate of Bombay University, Mr. Birla is a Chartered Accountant, a member of the Institute of Chartered Accountants of India. He earned an MBA from the London Business School. Mr. Birla brings to the board significant global leadership experience acquired through his service as a director of numerous corporate, professional and regulatory entities in various regions of the world.

Mr. Askaran Agarwala has served as a Director of Hindalco since ~~July 2004.~~September 1998. He was Chairman of the Business Review Council of the Aditya Birla Group from October 2003 to March 2010. From 1982 to October 2003, he was President of Hindalco. Mr. Agarwala serves on the Compensation Committee of the Novelis Board of Directors. Mr. Agarwala also serves as a director of several other companies, including Hindalco, Udyog Services Ltd., Tanfac Industries Ltd., Aditya Birla Insurance ~~Advisory Services~~Brokers Limited, Swiss Singapore Overseas Enterprises, Aditya Birla Power Company Limited and Aditya Birla Health Services Limited. He is a ~~Trustee~~trustee of ~~G.D.~~Sarla Basant Birla ~~Medical Research and Education Foundation, Vaibhav Medical and Education Foundation and Sarla Basant~~Param Bhakti Trust, Aditya Vikram Birla Memorial Trust and the Aditya ~~Vikram~~ Birla ~~Memorial Trust.~~Foundation and the Hellen Keller Institute of the Deaf and Blind, among many other organizations. Mr. Agarwala’s past and current service as a director of several companies and industry associations in the metals and manufacturing industries adds ~~a very~~ valuable perspective to the board. Having served as president of our parent company, Hindalco, Mr. Agarwala also brings a depth of understanding of our business and operations.

122

Mr. Debnarayan Bhattacharya ~~has served as Managing Director of Hindalco since 2004. Mr. Bhattacharya~~ is Vice Chairman of Novelis and serves on the Audit and Compensation Committees of the Novelis Board of Directors. He ~~is the Chairman~~retired from his position as Managing Director of ~~Aditya Birla Minerals Limited~~Hindalco in ~~Australia~~July 2016. Mr. Bhattacharya continues to serve as Non-Executive Director and Vice Chairman. He also serves as a ~~Director~~director of ~~Aditya Birla Management Corporation Private Ltd.~~Vodafone Idea Limited and NOCIL Limited. Mr. Bhattacharya’s extensive knowledge of the aluminum and metals industries provides a valuable resource to the company in the setting and implementation of its operating business plans as the Company considers various strategic alternatives. Mr. Bhattacharya brings to the board a high degree of financial literacy.

Clarence J. Chandran has been a director of the Company since 2005. Mr. Chandran serves on the Compensation and Audit Committees of the Novelis Board of Directors, and acts as the Chairman of the Compensation Committee. Mr. Chandran is ~~Chairman~~senior advisor of 4Front Capital Partners Inc. ~~Mr. Chandran also serves as Venture Partner of The Walsingham Fund.~~ He is a past director of Alcan Inc. and MDS Inc. He retired as Chief Operating Officer of Nortel Networks Corporation (communications) in 2001. Mr. Chandran is a past member of the Board of Visitors of the Pratt School of Engineering at Duke University. He has acquired years of significant experience through his leadership and management of companies with international business operations. Mr. Chandran brings to the board his deep knowledge in the areas of technology, sales and global operations.

~~Donald A. Stewart~~ is the retired Chief Executive Officer and Director of Sun Life Financial Inc. and Sun Life Assurance Company of Canada. Mr. Stewart serves on the Audit Committee of the Novelis Board of Directors and Gary Comerford serves as ~~its Chairman. Mr. Stewart~~President and CEO of CMC Global, a consulting company specializing in international expansion. He also serves as ~~a director~~Vice Chair of ~~Birla~~the Canada India Business Council and Chair of the Board of Trustees of Brock University. From 2009 to 2014, Mr. Comerford was employed with the Reinsurance Group of America as Executive Vice President and Chief Marketing Officer. Prior to that, he was with Sun Life ~~Insurance Company Limited, Birla~~of Canada, where he held positions of increasing responsibility before retiring as Senior Vice President, International in 2009. Before joining Sun Life, ~~Asset Management~~Mr. Comerford held various roles at Canada Permanent Trust Company, ~~Limited, Sun Life Global Investments Inc., Sun Life Everbright Life Insurance Company Limited~~including Vice President of Marketing. Mr. Comerford is Vice Chair of the Canada India Business Council, where he previously served as President and ~~Sun Life Assurance Company of Canada (UK) Limited.~~CEO. He is ~~the Chairman of AV Group NB Inc., AV Terrace Bay Inc., and~~Chair of the ~~federal-provincial Nominating Committee for the Canada Pension Plan Investment Board.~~Board of Trustees of Brock University. Mr. ~~Stewart~~Comerford brings extensive financial management and operating experience to the board.

Dr. Thomas M. Connelly, Jr. has served as the Chief Executive Officer of the American Chemical Society since 2015. Previously, Dr. Connelly was employed by DuPont de Nemours, Inc., from 1977 to 2014, where he was responsible for the Applied BioSciences, Nutrition & Health, Performance Polymers, and Packaging & Industrial Polymers businesses. In addition, Dr. Connelly also had responsibility for Science & Technology, Integrated Operations, and geographic regions outside the United States. Dr. Connelly retired in 2014 as Executive Vice President and Chief Innovation Officer of DuPont, where he was a member of the company’s Office of the Chief Executive. Dr. Connelly serves on the Board of Grasim Industries Limited and brings to the board his deep knowledge in the areas of science and global operations.

Mr. Satish Pai has served as the Managing Director of Hindalco Industries Limited since August 2016. Mr. Pai previously served as served as Deputy Managing Director of Hindalco Industries Limited ~~since~~from February ~~2014. He previously served~~2014 to May 2016, and as Chief Executive Officer - Aluminum Business of Hindalco Industries Limited from August 2013 to January 2014. Prior to that, Mr. Pai served as Executive Vice President, Worldwide Operations of Schlumberger Ltd. Mr. Pai joined Schlumberger Ltd. in 1985 as a field engineer and held various positions of increased responsibility over the course of his 28 year tenure with the company. He serves on the Compensation Committee of the Novelis Board of Directors and also serves as a director of Hindalco. Mr. Pai also serves as a Director of ABB Limited, ~~Switzerland and Hindalco-Almex Aerospace Limited.~~Switzerland. Mr. Pai brings extensive industry and global operating experience to the board.

Mr. Vikas Sehgal is Executive Vice Chairman of Rothschild & Co. for the South & Southeast Asian region and also serves as Global Partner and Head of the Automotive sector. Prior to joining Rothschild & Co. in 2011, Mr. Sehgal was a partner at Booz & Company, where he worked from 1999 to 2010. Previously, he was employed as an engineer at the Ford Motor Company and Daewoo Motors. Mr. Sehgal has served the World Economic Forum as Chairman of the Global Agenda Council for Automotive and as a member of the Global Future Council for Mobility. He also served on the board of Houghton International and Infotech Engineering. Mr. Sehgal currently serves as a director of Cyient Limited. Mr. Sehgal also brings a depth of understanding of our business, operations and the global automotive industry which we serve.

Donald A. Stewart serves as Chairman of the Audit Committee of the Novelis Board of Directors. He retired as Chief Executive Officer and Director of Sun Life Financial Inc. and Sun Life Assurance Company of Canada. Mr. Stewart continues to serve as a director of Sun Life Everbright Life Insurance Company Limited. He is the Chairman of AV Group NB Inc., AV Terrace Bay Inc. and of the federal-provincial Nominating Committee for the Canada Pension Plan Investment Board. Mr. Stewart brings extensive financial management and operating experience to the board.

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Our Executive Officers

The following table sets forth information for persons serving as executive officers of our ~~Company as of April 30, 2016.~~Company. Biographical details for each of our executive officers ~~are also~~ set forth ~~below.~~

below are as of April 30, 2020.

Name

Age

Position

Steven Fisher

4549

President and Chief Executive Officer

~~Steven E. Pohl~~Devinder Ahuja

5654

~~Interim~~Senior Vice President and Chief Financial Officer

~~Marco Palmieri~~Tom Boney

5954

Senior Vice President and President, Novelis North America

~~Erwin Mayr~~Emilio Braghi

4652

Senior Vice President and President, Novelis Europe

Christopher Courts

Interim General Counsel, Corporate Secretary and Compliance Officer

Philippe Meyer

Senior Vice President and Chief Technology Officer

Randal Miller

Vice President, Treasurer

Roxana Molina

Senior Vice President and Chief Procurement Officer

Antonio Tadeu Coelho Nardocci

5862

Senior Vice President and Chief Manufacturing Officer

Marco Palmieri

Senior Vice President and Chief Integration Officer

Francisco Pires

Senior Vice President and President, Novelis South America

~~Shashi Maudgal~~Stephanie Rauls

6251

Vice President, Controller and Chief Accounting Officer

Sachin Satpute

Senior Vice President and President, Novelis Asia

~~Leslie J. Parrette, Jr.~~

~~Senior Vice President, General Counsel, Compliance Officer and Corporate Secretary~~

~~Nicholas Madden~~

~~Senior Vice President, Manufacturing Excellence and Procurement~~

H.R. Shashikant

5357

Senior Vice President and Chief Human Resources Officer

~~Randal Miller~~

~~Vice President, Treasurer~~

~~Stephanie Rauls~~

~~Vice President, Controller and Chief Accounting Officer~~

Steven Fisher ishas served as our President and Chief Executive ~~Officer. He served as Senior Vice President and Chief Financial~~ Officer ~~from May 2007 to May~~since 2015. Mr. Fisher joined ~~Novelis~~the company in ~~February~~ 2006 as Vice President, Strategic Planning and Corporate ~~Development. He previously~~Development and served as our Chief Financial Officer from 2007 to 2015. Prior to joining Novelis, Mr. Fisher served as Vice President and Controller for TXU Energy, the non-regulated subsidiary of TXU Corp. ~~from July 2005 to February 2006, and prior to joining TXU Energy,~~, at its headquarters in Dallas, Texas. Mr. Fisher served in various senior finance roles at Aquila, Inc., an international electric and gas utility and energy trading company, including Vice President, Controller and Strategic Planning, from 2001 to 2005. He is ~~also~~ a member of the ~~board~~Business Roundtable, an association of ~~directors~~leading U.S. companies working to promote sound public policy. In addition, he is a member of ~~Lionbridge Technologies, Inc. since 2009.~~the Board of Directors for the Metro Atlanta Chamber of Commerce. Mr. Fisher isreceived a ~~graduate of~~Bachelor's Degree in Finance and Accounting from the University of ~~Iowa in 1993, where he earned a B.B.A. in Finance and Accounting. He is a Certified Public Accountant.~~Iowa.

~~Steven Pohl~~Devinder Ahuja is our ~~Interim Chief Financial Officer. Mr. Pohl joined Novelis in 2009 as~~Senior Vice President ~~Finance,~~and Chief Financial Officer, ~~North America~~ and ~~most recently~~has served ~~as Vice President, Financial Planning & Analysis~~in this role since ~~2012.~~August 2016. Before joining Novelis, Mr. ~~Pohl was previously employed by PPG Industries, Inc., the world’s leading coatings and specialty products company,~~Ahuja spent 15 years at Novartis Group, where he served most recently as ~~General Auditor from 2008 to 2009.~~Chief Financial Officer of the Alcon Division’s North America business. Prior to that, heMr. Ahuja held ~~key finance and management~~ positions of increasing responsibility at ~~PPG Industries, Inc.~~Novartis covering the areas of finance, strategic planning, supply chain and purchasing. During his career, Mr. Ahuja has held various finance leadership roles including posts in Switzerland, South Korea, Japan and India. Mr. Ahuja holds a Bachelor of Commerce degree from ~~1981 to 2008. He~~the RA Podar College of Commerce and Economics in Mumbai, India and is ~~also~~ a ~~board member and trustee of La Roche College in Pittsburgh, Pennsylvania. Mr. Pohl earned his B.S. in Accounting from La Roche College.~~Chartered Accountant.

~~Marco Palmieri~~Tom Boney has served as our Senior Vice President and President, Novelis North America since ~~June 2013. He previously~~April 14, 2020. Mr. Boney joined Novelis in 2006 as plant manager at the Oswego, New York facility. Since then, he has served in various roles of increasing responsibility, including President, Novelis Europe Rolling and Recycling; Vice President, Manufacturing Excellence; and Managing Director of Aluminum Company of Malaysia. Mr. Boney most recently served as Chief Operating Officer of Novelis North America. Prior to joining Novelis, Mr. Boney spent 19 years with Alcoa Corporation. He holds a bachelor's degree in finance from St. Bonaventure University and a Master's Degree in Management from Penn State University.

Emilio Braghi has served as our Senior Vice President and President, Novelis Europe since September 2016. Previously, he served as Vice President, Operations, Novelis North America, since February 2015. Mr. Braghi joined Novelis in 1999 as Sales Manager, Europe. During his tenure, he has taken on many leadership roles of increasing responsibility and moved into his first general management role in 2006, when he was named head of Novelis' business in Italy. Mr. Braghi went on to hold multiple general management leadership positions with Novelis' Litho and Painted Products value streams in Europe, directing both commercial and operational activities and he joined the Asia leadership team in March 2012 as Vice President of Operations. In addition, Mr. Braghi serves as Chairman of the European Aluminum industry association. Mr. Braghi holds a degree in Engineering and Industrial Production Technologies from Politecnico di Milano in Milan, Italy.

Christopher Courts has served as our interim General Counsel, Secretary and Compliance Officer since March 2020. Previously, Mr. Courts served as the company’s Vice President, Deputy General Counsel from January 2016 to March 2020. Mr. Courts joined Novelis in January 2005 and over the years has had oversight for various aspects of the legal function. Prior to joining Novelis, Mr. Courts served as Senior Corporate Counsel for Aquila, Inc., a former Fortune 50 electric and gas utility energy company. Prior to that, he was a corporate associate at the Husch Blackwell law firm. Mr. Courts holds a B.B.A in Finance and a J.D., both from the University of Iowa.

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Philippe Meyer joined Novelis as Senior Vice President and Chief Technology Officer upon our acquisition of Aleris in April 2020. Prior to the acquisition, Mr. Meyer had served as Aleris’ Senior Vice President and Chief Technology Officer since 2015 and prior to that as Vice President and Chief Technology Officer from 2012 to 2015. Before joining Aleris, Mr. Meyer spent 22 years at Montupet, an aluminum automotive foundry company, in various roles of increasing responsibility, including R&D and Technical Director. Mr. Meyer holds a Master's degree from Ecole Nationale Superieure des Mines de Paris, France.

Randal P. Miller is our Vice President, Treasurer. Prior to joining Novelis in July 2008, Mr. Miller served as Vice President and Treasurer of Transocean Offshore Deepwater Drilling from May 2006 to November 2007 where he was responsible for all treasury, banking, and capital markets activities for Transocean and its subsidiaries. From 2001 to 2006, Mr. Miller served as Vice President Finance, Treasurer of Aquila, Inc. Mr. Miller earned his Bachelor of Science from Iowa State University and Masters of Business Administration from the University of Missouri - Kansas City.

Roxana Molina joined Novelis in March 2020 as Senior Vice President and Chief Procurement Officer. Prior to joining Novelis, Ms. Molina was employed by Ford Motor Company in Dearborn, Michigan, since 1995. At Ford, Ms. Molina held various leadership roles in the United States, Europe and Brazil, most recently serving as Global Purchasing Director, Engine and Powertrain Installations. She holds a Bachelor’s Degree in Industrial Engineering from Universidad de Lima, a Master's Degree in Business Administration from the University of Texas at Austin, and an Associate of Science, Research on truck body design from Tokyo University of Agriculture and Technology.

Antonio Tadeu Coelho Nardocci has served as our Senior Vice President and Chief Manufacturing Officer since June 2019. Prior to that, Mr. Nardocci served as our Senior Vice President and President, Novelis South America ~~from August 2011 to~~since May 2013. Mr. Nardocci has also served as our Senior Vice President and President, Novelis Europe and as our Vice President of Strategy, Innovation and Technology. Before our spin-off from Alcan, Mr. Nardocci held a number of leadership positions with Alcan, including as President of Rolled Products South America from March 2002 until January 2005. Mr. Nardocci graduated from the University of São Paulo in Brazil with a degree in metallurgy. Mr. Nardocci served as Chairman of the Brazilian Aluminum Association Board in 2018 and 2019.

Marco Palmieri has served as our Senior Vice President and Chief Integration Officer since April 2019. Mr. Palmieri previously served as our Senior Vice President and President, Novelis North America from June 2013 to April 2019. Prior to that, he served as our Senior Vice President and President, Novelis South America since 2011. Before joining Novelis, Mr. Palmieri was most recently Aluminum Business Director for Votorantim Metais Ltd. He has spent more than 30 years in the metals and engineering industries, including more than 25 years with Rio Tinto Alcan, where he held a succession of international leadership positions in various areas, including business development, primary metal and energy production. ~~Before~~Mr. Palmieri is Chairman of the Board of the Aluminum Association.

Francisco Pires has served as our President, Novelis South America since June 2019. Mr. Pires joined Novelis South America in 2012 as Director of Procurement. In 2013, he assumed the position of Director, Procurement and Supply Chain. In 2014, he was appointed Vice President, Commercial, followed by his appointment as Chief Operating Officer in 2018. Prior to joining Novelis, Mr. ~~Palmieri was most recently Aluminum~~Pires held positions of increasing responsibility with Fibria, Votorantim Cellulose & Paper, Maxlog and Bureau Veritas. He is a graduate in naval engineering from Universidade Federal do Rio de Janeiro and has a Master of Science in Business ~~Director for Votorantim Metais Ltd.~~Administration from COPPEAD.

~~Erwin Mayr~~Stephanie Rauls has served as our Vice President, Controller and Chief Accounting Officer since February 2016. Ms. Rauls previously served as our Vice President of Global Tax since December 2013. Prior to joining Novelis, Ms. Rauls was Vice President, Tax at Wal-Mart Stores, Inc. from 2011 to 2013, and prior to that, she was employed by GE Healthcare as a tax director from 2002 to 2011. Before joining GE Healthcare, Ms. Rauls was employed by KPMG LLP from 1994 to 2002. She earned a Bachelor of Business Administration in Accounting from the University of Wisconsin-Madison and a Juris Doctor from Valparaiso University School of Law. Ms. Rauls is a Certified Public Accountant.

Sachin Satpute is Senior Vice President and President, Novelis ~~Europe~~Asia and has served in this role since ~~May 2013.~~June 2016. He previously served as Senior Vice President and Chief Strategy and Commercial Officer from October 2009 to April 2013. Prior to that, Mr. Mayr held a number of leadership positions within our European operations, including Business Unit President, Advanced Rolled Products, from 2002 to 2009. Before joining our company in 2002, Mr. Mayr was an associate partner with the consulting firm Monitor Group. Mr. Mayr earned his Ph.D., Physics from Ulm University (Germany).

~~Antonio Tadeu Coelho Nardocci~~ has served as our Senior Vice President and President, Novelis South America since May 2013. He previously served as our Senior Vice President and President, Novelis Europe from June 2009 to April 2013. Prior to that, he served as our Strategy, Innovation and Technology from August 2008 to June 2009, and as Senior Vice President and President of our South American operations from February 2005 to August 2008. Before our spin-off from Alcan, Mr. Nardocci held a number of leadership positions with Alcan, most recently serving as President of Rolled Products South America from March 2002 until January 2005. Mr. Nardocci graduated from the University of São Paulo in Brazil with a degree in metallurgy.

~~Shashi Maudgal~~ ~~joined Novelis May 14, 2012, as Senior Vice President and President of Novelis Asia. Mr. Maudgal was previously~~ Chief Marketing Officer for Hindalco Industries since 2012, and was Managing Director of Aluminum Company of Malaysia (ALCOM) from ~~February 2001~~April 2011 until June 2012. Prior to ~~May 2012. During~~ his ~~tenure at~~most recent role with Hindalco, Mr. ~~Maudgal built and led the company’s marketing department, led the European due diligence process during Hindalco's acquisition of~~Satpute spent five years with Novelis in ~~2007, and served~~various roles of increasing responsibility. Mr. Satpute began his career at a Hindalco aluminum plant in 1987 as a ~~member of the executive leadership team in setting strategic direction.~~development engineer. In addition to a degree in mechanical engineering from Pune University, Mr. Maudgal is a member of the Aditya Birla Group’s Business Review Councils for Grasim Viscose Fiber and Ultratech’s Birla White Cement. Mr. Maudgal earned his Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Delhi, and his M.B.A. in Marketing & Finance from the Indian Institute of Management, Calcutta.

~~Leslie J. Parrette, Jr.~~ rejoined our company in October 2009 to serve as our Senior Vice President, General Counsel and Compliance Officer, and he was appointed Corporate Secretary in February 2010. Before rejoining Novelis, Mr. Parrette served as Senior Vice President, Legal Affairs and General Counsel for WESCO International, Inc. (formerly Westinghouse Electric Supply Co.) (electrical product distribution) from March 2009 until October 2009. From March 2005 until March 2009, he served as our Senior Vice President, General Counsel, Secretary and Compliance Officer. Prior to that, Mr. Parrette served as Senior Vice President, General Counsel and Secretary for Aquila, Inc. (gas and electric utility; energy trading) from July 2000 until February 2005. Mr. ParretteSatpute also holds an ~~A.B.~~MBA in ~~Sociology~~marketing from ~~Harvard College and received his J.D. from Harvard Law School.~~Mumbai University, India.

~~Nicholas Madden~~ is our Senior Vice President, Manufacturing Excellence and Procurement. Prior to this role, he served as Senior Vice President and Chief Procurement Officer from October 2006 until December 2011 and President of Novelis Europe’s Can, Litho and Recycling business unit beginning in October 2004. He was Vice President of Metal Management and Procurement for Alcan's Rolled Products division in Europe from December 2000 until September 2004 and was also responsible for the secondary recycling business. Mr. Madden holds a B.Sc. (Hons) degree in Economics and Social Studies from University College in Cardiff, Wales.

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H.R. Shashikant has served as our Senior Vice President and Chief Human Resources Officer since August 2015. In this role, Mr. Shashikant is responsible for the formulation and implementation of the company's worldwide human resources objectives, policies and practices. As the head of the global Human Resources function, he has responsibility for Talent Acquisition and Development, Compensation, Benefits, HRIS and Global Security. Before joining Novelis, Mr. Shashikant was Group Executive President, Group Human Resources, for the Aditya Birla Group, the Mumbai-based conglomerate of which Novelis is a part. He joined the Aditya Birla Group as a Vice President in 1999 and was instrumental in setting up HR systems, processes, and Centers of Excellence across the Group. An Economics graduate from Karnataka University in Dharwad, India, Mr. Shashikant holds a post graduate degree in Personnel Management from the Tata Institute of Social Sciences, Mumbai.

~~Randal P. Miller~~ is our Vice President, Treasurer. Prior to joining Novelis in July 2008, Mr. Miller served as Vice President and Treasurer of Transocean Offshore Deepwater Drilling from May 2006 to November 2007 where he was responsible for all treasury, banking, and capital markets activities for Transocean and its subsidiaries. From 2001 to 2006, Mr. Miller served as Vice President Finance, Treasurer of Aquila, Inc. Mr. Miller earned his B.S.B.A. from Iowa State University and M.B.A from the University of Missouri — Kansas City.

~~Stephanie Rauls~~ is our Vice President, Controller and Chief Accounting Officer since February 2016. Ms. Rauls previously served as Vice President of Global Tax since December 2013. Prior to joining Novelis, Ms. Rauls served as Vice President, Tax of Wal-Mart Stores, Inc. from 2011 to 2013, and prior to that, she was employed by GE Healthcare as a tax director from 2002 to 2011. Before joining GE Healthcare, Ms. Rauls was employed by KPMG LLP from 1994 to 2002. She earned a Bachelor of Business Administration in Accounting from the University of Wisconsin-Madison and a Juris Doctor from Valparaiso University School of Law. Ms. Rauls is a Certified Public Accountant.

Board of Directors and Corporate Governance Matters

We are committed to our corporate governance practices, which we believe are essential to our success and to the enhancement of shareholder value. Our Senior Notes are publicly traded in the U.S., and, accordingly, we make required filings with U.S. securities regulators. We make these filings available on our website at www.novelis.com as soon as reasonably practicable after they are electronically filed. We are subject to a variety of corporate governance and disclosure requirements. Our corporate governance practices meet applicable regulatory requirements to ensure transparency and effective governance of the company.

Our Board of Directors reviews corporate governance practices in light of developing requirements in this field. As new provisions come into effect, our Board of Directors will reassess our corporate governance practices and implement changes as and when appropriate. The following is an overview of our corporate governance practices.

Novelis Board of Directors

Our Board of Directors currently has ~~six~~nine members, all of whom are appointed by our sole shareholder. Our Board of Directors has the responsibility for stewardship of Novelis Inc., including the responsibility to ensure that we are managed in the interest of our sole shareholder, while taking into account the interests of other stakeholders. Our Board of Directors supervises the management of our business and affairs and discharges its duties and obligations in accordance with the provisions of: (1) our articles of incorporation and bylaws; (2) the charters of its committees and (3) other applicable ~~legislation~~laws and company policies.

Our corporate governance practices require that, in addition to certain statutory duties, the following matters be subject to our Board of Directors’ approval: (1) capital expenditure budgets and significant investments and divestments; (2) our strategic ~~and value-maximizing~~ plans; (3) the number of directors within the limits provided by our by-laws and (4) any matter which may have the potential for substantial impact on Novelis. Our Board of Directors reviews its composition and size once a year. Senior management makes regular presentations to our Board of Directors on the main areas of our business.

Corporate Governance

~~Holders of our Senior Notes and other interested~~Interested parties may communicate with the Board of Directors, a committee or an individual director by writing to Novelis Inc., Two Alliance Center, 3560 Lenox Road N.E., Suite 2000, Atlanta, GA 30326, Attention: Corporate Secretary —- Board Communication. All such communications will be compiled by the Corporate Secretary and submitted to the appropriate director or board committee. The Corporate Secretary will reply or take other actions in accordance with instructions from the applicable board contact.

Committees of Our Board of Directors

Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Each committee is governed by its own charter. According to their authority as set out in their charters, ~~our Board of Directors and each of its~~the committees may engage outside advisors at the expense of Novelis.

Audit Committee and Financial Experts

Our Board of Directors has established an Audit Committee. Messrs. Stewart, Bhattacharya and Chandran are the members of the Audit Committee. Mr. Stewart, an independent director, has been identified as an ~~“audit~~"audit committee financial ~~expert”~~expert" as that term is defined in the rules and regulations of the SEC.

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Our Audit Committee’s main objective is to assist our Board of Directors in fulfilling its oversight responsibilities for the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm and the performance of both our internal audit function and our independent registered public accounting firm. Under the Audit Committee charter, the Audit Committee is responsible for, among other matters:

•evaluating and compensating our independent registered public accounting firm;

•making recommendations to the Board of Directors and shareholder relating to the appointment, retention and termination of our independent registered public accounting firm;

•discussing with our independent registered public accounting firm its qualifications and independence from management;

•reviewing with our independent registered public accounting firm the scope and results of its audit;

•pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•reviewing areas of potential significant financial risk and the steps taken to monitor and manage such exposures;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; and

•reviewing and monitoring our accounting principles, accounting policies and disclosure, internal control over financial reporting and disclosure controls and procedures.

Compensation Committee

Our Compensation Committee establishes our general compensation philosophy and oversees the development and implementation of compensation policies and programs. It also reviews and approves the level of and/or changes in the compensation of individual executive officers taking into consideration individual performance and competitive compensation practices. The committee’s specific roles and responsibilities are set out in its charter. Our Compensation Committee periodically reviews the effectiveness of our overall management organization structure and succession planning for senior management, reviews recommendations for the appointment of executive officers, and reviews annually the development process for high potential employees.

Code of Conduct and Guidelines for Ethical Behavior

Novelis has adopted a Code of Conduct and maintains a Code of Ethics for Senior Financial Officers that applies to our senior financial officers including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. Copies of the Code of Conduct and the Code of Ethics for Senior Financial Officers are available on our website at www.novelis.com. We will promptly disclose any future amendments to these codes on our website as well as any waivers from these codes for executive officers and directors. Copies of these codes are also available in print from our Corporate Secretary upon request.

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Item 11. Executive ~~Compensation~~

Compensation.

This section provides a discussion of the background and objectives of our compensation programs for our named executive officers and other senior management employees. Our named executive officers are determined in accordance with rules of the Securities and Exchange Commission and include persons serving in the role of our principal executive officer, persons serving in the role of our principal financial officer and the three other highest paid executive officers that were employed by the Company on March 31, 2016. Steven Fisher was appointed as the Company’s President and Chief Executive Officer on August 10, 2015, replacing our former President and Chief Executive Officer, Philip Martens, who separated from the Company on April 20, 2015. Steven Pohl was appointed Interim Chief Financial Officer on October 19, 2015.

Commission.



Named Executive Officer ~~for Fiscal 2016~~			Title
Steven Fisher			President and Chief Executive Officer
~~Steven E. Pohl~~Devinder Ahuja		~~Interim~~	Senior Vice President, Chief Financial Officer
Emilio Braghi			Senior Vice President and President, Novelis Europe
Marco Palmieri			Senior Vice President and Chief Integration Officer
Sachin Satpute			Senior Vice President and President, Novelis Asia
Leslie J. Parrette ~~Jr.~~			Former Senior Vice President, General Counsel, Compliance Officer and Corporate Secretary
~~Erwin Mayr~~	~~Senior Vice President and President of Novelis Europe~~
~~Marco Palmieri~~	~~Senior Vice President and President of Novelis North America~~⁽¹⁾

_________________________

(1)Mr. Parrette separated from Novelis on March 18, 2020, and entered into a severance and release agreement on March 20, 2020.

Compensation Committee and Role of Management

The Compensation Committee of our board of directors (the ~~“Committee”)~~Committee) is responsible for approving ~~the~~ compensation programs for our named executive officers and making decisions regarding specific compensation to be paid or awarded to them. The Committee acts pursuant to a charter approved by our board.

Our Chief Human Resources Officer serves as the primary management liaison officer for the Committee. Our human resources and legal departments provide assistance to the Committee in the administration of the Committee’s responsibilities.

Our named executive officers have no direct role in setting their own compensation. The Committee, however, meets with members of our management team to evaluate performance against ~~pre‑established~~pre-established goals, and management makes recommendations to the board regarding budgets, production and sales forecasts and other information, which affect certain goals.

The Committee may seek input from our senior management concerning individual performance, expected future contributions and compensation matters generally.

Management assists the Committee by providing information needed or requested by the Committee (such as our performance against budget and objectives, historical compensation, compensation expense, current Company policies and programs, ~~country‑specific prevalent~~country-specific compensation practices, peer group metrics and peer group target pay levels) and by providing input and advice regarding potential changes to compensation programs and policies and their impact on the Company and its executives.

~~In the first quarter of each fiscal year, the~~The Committee (1) meets annually and reviews prior year performance and approves the distribution of ~~short‑term~~short-term incentive and ~~long‑~~long term incentive earned payouts, if any, for the prior year, (2) reviews and approves base pay and ~~short‑~~short term incentive targets for executives for the current year, and (3) recommends to the board of directors the form of ~~long‑term incentive~~long term-incentive award vehicles and vesting performance criteria for the current cycle of the program. The Committee may employ alternative practices when appropriate under the circumstances.

~~Although the~~The Committee did not independently engage a third party compensation consultant ~~to assist~~ in ~~developing our~~ fiscal ~~2016 compensation program,~~2020. However, management worked with Mercer LLC (a global human resource consulting firm) to evaluate and benchmark our executive compensation program, and management ~~reports~~shared Mercer’s analysis towith the ~~Committee..~~Committee. Management also routinely reviews compensation surveys and other materials published by other leading global human resources consulting ~~firms. Hay Group (a global human resource consulting firm) periodically assists management with the internal leveling of executive jobs~~firms to help ensure internal equity and external competitiveness of pay opportunities based on ~~an executive’s job~~the scope and ~~complexity.~~complexity of executive roles.

For executive compensation benchmarking purposes, ~~management focuses~~we focus on large global companies headquartered in the southeastern United States with whom Novelis may compete for executive talent, as well as other major companies in the manufacturing and materials sectors having revenues in excess of $1$2 billion. The companies that comprise our peer group may change from year to year as a result of merger and acquisition activity or revenue growth of relevant companies that moves such companies into consideration. The peer group considered in management’s most recent compensation competitive analysis consisted of the following ~~companies, which have median revenues of approximately $13 billion:~~

companies:



~~AGCO~~			~~Coca-Cola Co.~~	~~Noranda Aluminum Holding~~




AGCO Corp			Ashland Global Holdings Inc.	Kennametal Inc.
Air Products & Chemicals Inc.			~~Dow Chemical~~Berry Plastics Group Inc.	~~Southern Co.~~Linde PLC
Alcoa ~~Inc.~~Corp			~~Ingersoll- Rand PLC~~Eastman Chemical Co	~~Genuine Parts Co.~~Newell Brands Inc.
Altria Group Inc.			Genuine Parts Co	PPG Industries	~~Praxair~~ Inc.
~~Ashland~~Arconic Corp			~~Eastman Chemical Co.~~Ingersoll-Rand PLC	~~Newell Rubbermaid~~
~~Caterpillar Inc.~~	~~Kennametal~~	Southern Company

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~~While the Committee and management review compensation data (both in surveys and public filings) to confirm that our executive compensation program is competitive, the~~The Committee retains discretion to set an individual executive’s compensation. As a result, compensation for an executive may differ ~~materially~~significantly from the survey or peer group data and may be influenced by factors including past performance, experience and potential, retention needs, job position and/or tenure. ~~Management and~~In addition, macroeconomic conditions may influence compensation decisions, including incentive pay decisions, as the Committee aligns its focus ~~on target compensation opportunities disclosed in survey and peer group compensation data (and not actual compensation earned, which is influenced by~~with the ~~historical company or individual performance~~financial needs of the ~~survey and peer group participants).~~business in times of distress.

Objectives and Design of Our Compensation Program

Our executive compensation program is designed to attract, retain, and reward talented executives who will contribute to our long-term financial and operational success and thereby build value for our shareholder. The Committee did not make any material changes to our compensation philosophy for fiscal 2020. The program is organized around three fundamental principles:

•Provide Total Cash and Total Direct Compensation Opportunities that are Competitive ~~with Similar Positions at Comparable Companies~~: To enable us to attract, motivate and retain qualified executives to build long-term ~~stockholder~~shareholder value, total cash compensation (base pay plus annual short-term incentives) and total direct compensation (total cash compensation plus the value of long-term incentives) opportunities for each executive are targeted at levels to be market competitive and ~~reflect the value paid to executives in similar positions at comparable companies and~~ also be appropriately positioned within the Company to ensure internal equity based on the scope and complexity of the role as it is designed at Novelis.

•A Substantial Portion of Total Direct Compensation Should be at Risk Because it is Performance-Based: We believe an executive’s actual compensation should be linked directly to the Company’s short-term and long-term financial performance and each individual’s annual contribution. Consequently, a substantial portion of an executive’s total direct compensation should be at risk, with amounts that are paid dependent on actual performance against pre-established objectives for both the individual and financial goals of the Company. The portion of an individual’s total direct compensation that is based upon these performance objectives and financial goals should increase as the individual’s business responsibilities and job scope increase. Additionally, we believe performance that exceeds target goals should be appropriately rewarded and aligned with prevalent market practices.

•A Substantial Portion of Total Direct Compensation Should be Delivered in the Form of Long-Term Performance Based Awards: We believe a long-term stake in the sustained financial performance of Novelis effectively aligns executive and shareholder interests and provides motivation for enhancing shareholder value.

The Committee recognizes that the engagement of ~~strong~~top talent in critical functions may require the recruitment of new executives and involve negotiations with individual candidates. As a result, the Committee may determine in a particular situation that it is in ~~our~~the Company’s best interests to negotiate a compensation package that varies from the principles set forth above.

Key Elements of Our Compensation Program

Our compensation program consists of four key elements: base pay, ~~short‑term~~short-term (annual) incentives, ~~long‑term~~long-term incentives, and employee ~~benefits, which includes certain executive perquisites.~~benefits. The Committee reviews these compensation elements ~~generally during the first quarter of the fiscal year. On a regular basis, the~~annually. The Committee also compares the competitiveness of these key elements to that of companies in our peer group and/or to available compensation survey market data. Our objective for named executive officer compensation is to be at or near the market median (50th percentile) for both target total cash compensation and total direct compensation. In fiscal 2016, Mercer LLC conducted a compensation analysis for us which revealed that our aggregate fiscal 2016 target total cash compensation and total direct compensation for our named executive officers were 74% and 58%, respectively, of the market median. This comparison was impacted by the changes in our Chief Executive Officer and Chief Financial Officer roles in fiscal 2016. Over time it is expected that these compensation metrics will move closer to the market median based on the executives’ performance and as the executives’ tenure in these roles lengthens. Unless otherwise indicated, all amounts paid in currencies other than U.S. dollars are reflected in the Compensation Discussion and Analysis in U.S. dollars as adjusted by the March 31, 2016 exchange rates.

Base Pay.Based on market practices, we believe it is appropriate that a minimum portion of total direct compensation be provided in a form that is fixed and recognizes individual performance in the prior fiscal year. Any changes in base salaries are generally effective July 1 of the current year, ~~(i.e., the start of the Company’s second quarter of the fiscal year),~~ unless an executive is promoted or assumes a new role during the fiscal year. The Committee’s objective is to position base salaries for the named executive officers at or near the median of comparable positions at companies in our peer group. ~~In aggregate, fiscal 2016 salaries of our named executive officers were 87% of the market median.~~

The base salaries for certain of our named executive officers were increased in fiscal 2016 as shown in the table below. All increases reflect changes in annual base salary in an officer’s home country currency and exclude any additional payments related to a job assignment outside of one’s home country.

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~~Named Executive~~ ~~Officer~~	~~Fiscal 2016 %~~ ~~Salary Increase~~
~~Steven Fisher~~	~~36.2~~	%
~~Steven E. Pohl~~	~~3.5~~	%
~~Leslie Parrette~~	~~3.0~~	%
~~Erwin Mayr~~	~~3.5~~	%
~~Marco Palmieri~~	~~8.0~~	%

~~Steven Fisher's salary increased substantially as a result of his promotion to Chief Executive Officer in fiscal 2016, although his salary remains significantly below the market median.~~

Short-Term (Annual) Cash Incentives. We believe that an annual incentive opportunity is necessary to attract, retain and reward our executives. Our philosophy concerning annual incentive program design for executives is based on the guiding values below:

•Annual incentives should be directly linked with and clearly communicate the strategic priorities ~~set~~approved by ~~the board.~~our board of directors.

•Annual incentives should be primarily weighted on the achievement of Company-wide financial goals.

•Annual incentives should be 100% at-risk, and there should be a minimum financial performance threshold that must be attained to receive any payout.

•Performance goals should be sufficiently ambitious to drive enterprise value creation, but also be based on metrics that executives can meaningfully influence over the annual time frame, and payouts should not be concentrated on a single metric.

•Threshold, target and maximum opportunity payouts (as a percent of salary) should be comparable with opportunity payouts of executives in ~~similar roles at~~ other benchmark ~~companies/~~companies or industries.

•The Committee retains the discretion to adjust, up or down, annual incentives earned based on the Committee’s subjective assessment of individual performance.

Our Committee and board of directors, after input from management, approved our fiscal ~~2016~~2020 annual incentive plan ~~(“AIP”)~~(2020 AIP) during the first quarter of fiscal ~~2016.~~2020. The performance benchmarks for the year were tied to ~~three~~four key metrics: (1) the Company’s ~~normalized~~ earnings before interest, taxes, depreciation and amortization ~~(“EBITDA”) performance;~~(EBITDA) performance (ranging from 60% to 200% of target); (2) the Company’s ~~operating~~ free cash flow, ~~performance; and~~as adjusted for inventory days for all executives except Mr. Parrette (ranging from 37.5% to 200% of target); (3) the executive’s individual performance in recognition of each individual’s unique job responsibilities and annual ~~objectives.~~objectives (ranging from 0% to 200% of target); and (4) global safety (ranging from 50% to 200% of target).

No 2020 AIP bonuses are payable with respect to any of the three incentive metrics unless overall Novelis EBITDA performance for fiscal ~~2016~~2020 achieves at least 75% of the financial target. If the EBITDA threshold is achieved, the actual payout under the two financial metrics will range from 50% to 200% of target payout opportunity depending upon the actual performance results attributable to each metric, and the individual performance metric’s actual payout can range from 60% to 200% of target payout opportunity. Actual performance below the threshold for a particular metric results in no payout for that ~~specific~~ metric.

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The table below ~~shows~~displays the ~~2016~~2020 AIP target and actual performance for each goal and the amount earned based on actual ~~performance. Mr. Martens, Novelis' former Chief Executive Officer, did not participate~~performance rounded to the nearest whole dollar.


Name	Target Bonus as Percentage of Salary⁽¹⁾		Performance Objective⁽²⁾	Performance Weighting			Targeted Performance ($)				Actual Performance ($)
Steven Fisher	128	%	EBITDA	40	%		535,557				708,254
						Cash Flow			35	%		468,613		773,896
						Personal			15	%		200,834		241,001
						Safety			10	%		133,889		66,945
									100	%		1,338,893		1,790,096

Devinder Ahuja	85	%	EBITDA	40	%		210,800				278,775
						Cash Flow			35	%		184,450		304,612
						Personal			15	%		79,050		94,860
						Safety			10	%		52,700		26,350
									100	%		527,000		704,597

Emilio Braghi	65	%	EBITDA	40	%		127,500				168,614
						Cash Flow			35	%		111,563		184,241
						Personal			15	%		47,813		57,375
						Safety			10	%		31,875		15,938
									100	%		318,751		426,168

Marco Palmieri	65%		EBITDA	40	%		137,917				182,390
						Cash Flow			35	%		120,677		199,294
						Personal			15	%		51,719		51,719
						Safety			10	%		34,479		17,240
									100	%		344,792		450,643

Sachin Satpute	60	%	EBITDA	40	%		90,400				119,551
				Cash Flow			35	%			79,100		130,631
				Personal			15	%			33,900		40,680
				Safety			10	%			22,600		11,300
							100	%			226,000		302,162

Leslie Parrette	68	%	EBITDA	40	%		163,653				216,425
						Cash Flow			35	%		143,196		262,760
						Personal			15	%		61,370		61,370
						Safety			10	%		40,913		20,456
									100	%		409,132		561,011

_________________________

(1)Target bonus percentages and amounts are adjusted for any mid-year changes.

(2)Fiscal 2020 AIP performance metric definitions are set forth in the ~~AIP for fiscal 2016.~~2020 AIP.

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~~Named Executive Officer~~	~~Target Bonus as Percentage of Salary (A)~~	~~Performance Metric (B)~~	~~Performance Metric Weighting~~	~~Bonus Payable at Target Performance~~ ~~(C)~~ $	~~Bonus Earned Based on Actual Performance~~ ~~(C)~~ $	~~Actual Bonus as a Percentage of Target Bonus (rounded)~~
~~Steven Fisher~~	~~95%~~	~~EBITDA Cash Flow~~ ~~Individual~~	~~50%~~ ~~40%~~ ~~10%~~ ~~100%~~	~~356,250~~ ~~285,000~~ ~~71,250~~ ~~712,500~~	~~298,088~~ ~~567,787~~ ~~141,947~~ ~~1,007,822~~	~~84%~~ ~~200%~~ ~~200%~~ ~~142%~~
~~Steven Pohl~~	~~40%~~	~~EBITDA Cash Flow~~ ~~Individual~~	~~50%~~ ~~40%~~ ~~10%~~ ~~100%~~	~~67,192~~ ~~53,753~~ ~~13,438~~ ~~134,383~~	~~56,441~~ ~~107,507~~ ~~16,126~~ ~~180,074~~	~~84%~~ ~~200%~~ ~~120%~~ ~~134%~~
~~Erwin Mayr~~	~~65%~~	~~EBITDA Cash Flow~~ ~~Individual~~	~~50%~~ ~~40%~~ ~~10%~~ ~~100%~~	~~181,442~~ ~~145,153~~ ~~36,288~~ ~~362,883~~	~~152,411~~ ~~290,306~~ ~~36,288~~ ~~479,005~~	~~84%~~ ~~200%~~ ~~100%~~ ~~132%~~
~~Leslie Parrette~~	~~70%~~	~~EBITDA Cash Flow~~ ~~Individual~~	~~50%~~ ~~40%~~ ~~10%~~ ~~100%~~	~~188,442~~ ~~150,754~~ ~~37,688~~ ~~376,884~~	~~158,292~~ ~~301,508~~ ~~45,226~~ ~~505,026~~	~~84%~~ ~~200%~~ ~~120%~~ ~~134%~~
~~Marco Palmieri~~	~~65%~~	~~EBITDA Cash Flow~~ ~~Individual~~	~~50%~~ ~~40%~~ ~~10%~~ ~~100%~~	~~113,070~~ ~~90,456~~ ~~22,614~~ ~~226,140~~	~~94,979~~ ~~180,912~~ ~~27,137~~ ~~303,027~~	~~84%~~ ~~200%~~ ~~120%~~ ~~134%~~


~~(A)~~	~~Mr. Fisher's target bonus is prorated and rounded up to the nearest percent to reflect the change in his bonus target on August 10, 2015 from 85% to 100% of his salary.~~


~~(B)~~	~~AIP fiscal 2016 performance metric definitions are approved by the Compensation Committee and defined in the footnotes to the Grants of Plan-Based Awards table.~~


~~(C)~~	~~Amounts for Mayr and Palmieri are reflected in US dollars as adjusted by March 31, 2016 exchange rates.~~

Long-Term Incentives. We believe a long-term incentive program that comprises a substantial portion of each executive’s total direct compensation opportunity is necessary to reward our executives. Our philosophy concerning long-term incentive design for executives is based on the guiding values below:

•Long-term incentives should motivate achievement of long-term strategic and financial goals and incentivize actions that are intended to create sustainable value for our shareholder.

•Long-term incentives should be designed to effectively retain valuable executive talent.

•Long-term incentives should create a clear and understandable platform for wealth creation that is tied closely with the long-term performance of ~~Novelis.~~Novelis and our parent, Hindalco Industries.

•A majority of the long-term incentive award value should be ~~at-risk~~at risk and tied to financial ~~and/or stock-price~~ performance.

•Vesting schedules ~~generally~~ should span several years to reward long-term service.

•The value of long-term incentives as a percent of salary should be competitive with opportunity payouts of executives in ~~similar roles at~~ other benchmark ~~companies/~~companies or industries.

~~Long-term incentive award intended values should not be affected by currency exchange rates once the awards have been authorized by the Committee.~~

During the first quarter of fiscal ~~2016,~~2020, the Committee authorized ~~the long term~~a long-term incentive plan covering fiscal years ~~2016~~2020 through ~~2019 (“2016 LTIP”)~~2022 (2020 LTIP). Under the ~~2016~~2020 LTIP, participants ~~are~~were awarded three types of ~~long‑term~~long-term incentive vehicles. ~~Thirty~~Twenty percent of ~~a participant’s~~our named executives' total ~~long term~~long-term incentive opportunity consists of ~~performance‑based~~ Hindalco stock appreciation rights ~~(“Hindalco SARs”)~~(Hindalco SARs), ~~20%~~thirty percent of a ~~participant’s~~participant's total ~~long term~~long-term incentive opportunity consists of Hindalco restricted stock units ~~(“Hindalco RSUs”)~~(Hindalco RSUs) and the remaining 50% consists of Novelis ~~stock appreciation rights (“Novelis SARs”)~~Performance Units (Novelis PUs).

For additional information, see the table below setting forth grants of ~~plan‑based~~plan-based awards in fiscal ~~2016.~~2020. The ~~aggregate value of all long‑term~~Committee approved the fiscal 2020 long-term incentive ~~award vehicles~~awards for ~~the~~our named executive officers are approved by the Committee and apportioned appropriately among the three vehicles. The actual number of Hindalco SARs and Novelis SARs awarded are determined using a Black‑Scholes multiple.officers.

~~The~~ Hindalco ~~SARs and Novelis~~ SARs awarded in fiscal ~~2016~~2020 have ~~seven year~~seven-year terms and vest at a rate of ~~25%~~33.33% per year measured from the ~~authorization~~initial grant date, ~~subject to~~provided the Company achieves the 75% EBITDA threshold ~~performance hurdle being met~~ for the year. If the EBITDA threshold is not achieved, then the portion of the SARs that would otherwise vest for that year ~~as described in the paragraph below.~~will be forfeited. Each SAR is to be settled in cash at the time of exercise based on the ~~increase~~appreciation in value of one Hindalco ~~or Novelis~~ share ~~as applicable,~~ from the date of award through the date of exercise. ~~As Novelis shares are not publicly traded on a stock exchange, an annual Company valuation is performed by a global financial services company, and this valuation is the basis for the number~~Payout of ~~Novelis~~Hindalco SARs ~~awarded and is also the basis for the stock price appreciation each year for Novelis SARs. The total amount of cash paid~~ is limited to three times theaward value.SARs do not transfer any shareholder rights ~~in Hindalco or Novelis~~ to a participant, and dividend equivalents are neither accumulated nor paid ~~during or after vesting between the award date and date of exercise, forfeiture or cancellation of the awards.~~at any time.

The performance hurdle for vesting each year for both Hindalco SARs and Novelis SARs is based on achieving at least 75% of the overall Novelis EBITDA target established and approved each fiscal year by the Committee. EBITDA is defined identically as in the short‑term annual cash incentive program, described above.

~~The~~ Hindalco RSUs awarded in fiscal ~~2016 fully~~2020 vest ~~over three years~~at a rate of 33.33% per year, measured from the date of the award, and are not subject to performance criteria. Payout ~~on the~~of Hindalco RSUs is also limited to three times the award value. RSUs do not transfer any shareholder rights ~~in Hindalco~~ to a participant, and dividend equivalents are neither accumulated nor paid ~~between~~at any time.

Novelis PUs vest on the ~~award date and~~third anniversary following the date of award. At the time of vesting, the number of units earned will be calculated based on the Company’s average return on capital employed (ROCE) during fiscal years 2020 through 2022. Actual payout will range from 50% (threshold) to 200% (maximum) of target award value, based on actual results, and will be paid in cash. Performance results between threshold level and target level or ~~forfeiture~~between target level and maximum level are determined by means of ~~the awards.~~

interpolation.

The table below shows the ~~fiscal 2016~~ aggregate target ~~value by officer. Mr. Martens did not participate in~~long-term incentive of our named executive officers under the ~~2016~~2020 LTIP.



~~Named Executive Officer~~	~~2016 LTIP Target Award~~ ~~($)~~
~~Steven Fisher~~		~~2,500,000~~
~~Steven E. Pohl~~		~~180,000~~
~~Leslie Parrette~~		~~700,000~~
~~Erwin Mayr~~		~~700,000~~
~~Marco Palmieri~~		~~700,000~~

~~Exchange rates are~~ The Indian Rupee exchange rate is fixed on the date of the LTIP ~~awards~~award so that the awards are not ~~affected by~~subject to fluctuating currency exchange ~~rates during the award vesting periods and the terms of the SARs.~~rates.

~~Named Executive Officers’ Total Direct Compensation Mix of Pay Elements.~~ The chart below illustrates the fiscal 2016 target compensation elements for our named executive officers as a percentage of their total direct compensation. Salary and target annual incentive percentages reflect the value of compensation in an officer’s home currency as of the end of fiscal 2016, and long‑term incentives reflect fiscal 2016 award values in U.S. dollars and then converted to an officer’s home currency as of the date of the award. The chart also shows that approximately 81% of the President and Chief Executive Officer’s total direct compensation is variable at‑risk pay, which is tied to both short‑term and long‑term financial, individual and stock‑price performance. The variable at-risk percentages for our other officers range from 48% to 70% of total direct compensation.


Named Executive Officer	2020 LTIP Target Award ($)
Steven Fisher	$	5,300,000
Devinder Ahuja	$	1,000,000
Emilio Braghi	$	750,000
Marco Palmieri	$	760,000
Sachin Satpute	$	600,000
Leslie Parrette	$	750,000

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Employee Benefits. Our named executive officers are eligible to participate in our broad-based retirement, health and welfare, and other employee benefit plans on the same basis as other Company employees. In addition to these broad-based plans, some of our named executive officers may be eligible for certain non-qualified retirement benefits, which are designed to provide levels of retirement benefits that are limited under broad-based retirement plan caps mandated by certain regulatory restrictions on highly-compensated employees. Our named executive officers are also eligible for certain ~~perquisites~~personal benefits consistent with market practice. We do not view our executive ~~perquisites~~personal benefits as a significant element of our overall compensation structure. See the All Other Compensation column and related footnotes to the Summary Compensation Table ~~below~~ for ~~details.~~further information about personal benefits.

Employment-Related Agreements

~~Agreements with Mr. Fisher.~~ On May 7, 2015, the Company approved a compensation arrangement with Mr. Fisher in which he will receive an amount up to $400,000 related to his service as Interim President and Chief Executive Officer, to be determined and paid at a future date. On August 10, 2015, the Company entered into a letter agreement with Mr. Fisher setting forth the terms his appointment as President and Chief Executive Officer. The letter agreement is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

Retention Agreements. ~~On July 1, 2014, we entered~~We may enter into ~~individual~~ retention agreements from time to time with ~~each~~certain key employees, including our named executive ~~officer.~~officers. These retention agreements ~~were adopted in connection with the changes to our LTIP design beginning with fiscal year 2014 and~~ are intended to ~~serve as a supplemental~~supplement our long-term ~~incentive. The retention agreements provide cash payments over a three-year period as follows: $50,000~~incentive program and sometimes are entered into to reflect changes in responsibilities or other special circumstances. Retention amounts are paid in December 2014 (or $37,500 for Mr. Parrette and $20,000 for Mr. Pohl), $25,000 paid in December 2015 (or $18,750 for Mr. Parrette and $10,000 for Mr. Pohl) and $25,000 payable in December 2016 (or $18,750 for Mr. Parrette and $10,000 to Mr. Pohl) ifcash provided the ~~officer~~employee remains employed with the Company through the applicable vesting date. In ~~June 2015, additional~~most cases, the retention agreements were entered into with each named executive officer (except Mr. Fisher), providing cash payments to the named executive officers as follows: $30,000 paid in December 2015 (or $22,500 for Mr. Parrette and $12,000 for Mr. Pohl), $30,000 payable in December 2016 (or $22,500 for Mr. Parrette and $12,000 for Mr. Pohl) and $40,000 payable in December 2017 (or $30,000 for Mr. Parrette and $16,000 for Mr. Pohl) if the officer remains employed with the Company through the applicable vesting date.awards vest ratably over a pre-determined retention period. If the ~~named executive officer~~employee voluntarily terminates employment ~~prior to the expiration date of the retention awards~~ or is terminated by the Company for cause prior to ~~that~~the expiration date of the ~~named executive officer~~retention award, the employee will be required to repay any payments made under the ~~agreements~~agreement in the previous 12 months ~~less applicable taxes,~~ and will be not be entitled to any other payments ~~thereafter.~~under the retention agreement. If ~~the named executive officer~~an employee is terminated involuntarily without cause, any unpaid cash installments ~~will not occur. On June 18, 2015, we entered into an additional~~under the retention agreement ~~with~~will be forfeited. Any amounts paid to our named executive officers under a retention award during fiscal 2020 are shown in the Summary Compensation Table. Mr. ~~Pohl in recognition of his additional responsibilities in managing the Company’s global finance operations. The agreement provides for~~Ahuja received a ~~cash~~retention payment of ~~$40,000 to be made in June 2016.~~$67,000 and Mr. Palmieri received a retention payment of $150,000 during fiscal 2020. No other named executives received a retention payout.

Change in Control ~~Agreements.~~Severance. Each of our named executive officers~~(except Mr. Pohl)~~ is ~~party to~~ a participant in the Novelis Inc. Change in Control ~~Agreement, which provides that~~Severance Plan (the CIC Plan). The Plan was adopted effective July 1, 2018 and replaced the individual agreements previously in place between the Company and our executives. Under the CIC Plan, the executive will be entitled to certain payments and benefits if the executive’s employment is terminated by the Company without cause, or by the executive for good reason, within three months before or 24 months following a change in control of the Company. The change in control severance payment under the CIC Plan is equal to 2.0 times the sum of the executive’s annual base salary ~~plus target short‑term incentive for the year~~and annual bonus and is paid payable in a lump ~~sum.~~sum within 30 days following an executive’s termination of employment. The CIC Plan also provides that the executive ~~may also~~will receive (i) payment of the executive’s target short-term incentive (prorated, as applicable) for the year of termination; (ii) a ~~special one‑time~~ payment to assist with ~~post‑employment~~post-employment medical coverage equal to 24 months of the full premium of the executive’s then-current level of coverage; ~~(ii)~~(iii) continuation of coverage under the Company’s group life insurance plan for a period of 1224 months; ~~(iii) 12~~and (iv) 24 months of additional credit for benefit accrual or contribution purposes ~~under our retirement plans;~~ and ~~(iv)~~ accelerated vesting, if applicable, under our retirement plans.

Severance Compensation ~~Agreements.~~ ~~We have entered into Severance Agreements~~Arrangements. In fiscal 2020, we had severance arrangements with our named executive officers, ~~(except~~with the exception of Mr. ~~Pohl),~~Braghi and Mr. Satpute, which provide that the executive will be entitled to certain payments and benefits if ~~their~~his employment is terminated by the Company without cause. ~~The severance payment is equal to 1.5 times the executive’s annual base salary in effect at termination.~~ Severance ~~payments for these executives~~amounts are payable in a lump sum. The executive may also receive (i) a special one‑time payment to assist with post‑employment medical coverage; (ii) continuation of coverage under the Company’s group life insurance plan for a period of 12 months; (iii) 12 months of additional credit for benefit accrual or contribution purposes under our retirement plans; and (iv) accelerated vesting, if applicable, under our retirement plans. Each agreement also contains a ~~non‑competition~~noncompetition and ~~non‑solicitation~~non-solicitation provision, which prohibits the executive from competing with us or soliciting our customers, suppliers or employees for a period of 18 months following ~~termination.~~termination (or 24 months in the case of Mr. Fisher). An executive may be required to sign a general release of claims against the Company as a condition to ~~receive~~receiving the payments and benefits described above. See the Potential Payments Upon Termination or Change in Control table below for ~~details. In connection with Mr. Fisher’s promotion to Chief Executive Officer, his severance agreement was superseded by his appointment letter agreement.~~further information.

~~Agreement with Mr.Martens.~~ Mr. Martens and the Company entered into a separation agreement related to Mr. Marten’s separation from service on April 20, 2015, which generally provided for a lump sum severance payment and continuation of group term life insurance coverage for twelve months. The terms of Mr. Martens’ agreement were disclosed in a Form 8‑K filing with the Securities and Exchange Commission on April 29, 2015.

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~~Agreement with Mr. Pohl.~~ On November 4, 2015, the Company entered into a compensation arrangement with Mr. Pohl, under which he is eligible for a cash bonus payment in respect of his appointment as Interim Chief Financial Officer, in an amount between $30,000 and $60,000 for up to three months of service, or between $60,000 and $120,000 for up to six months of service. The actual payment amount will be based on the length of Mr. Pohl’s service in the role and his performance in managing the role.

Compensation Risk Assessment

In fiscal ~~2016,~~2020, the Committee reviewed the Company’s executive compensation policies and practices, and determined that the Company’s executive compensation programs are not reasonably likely to have a material adverse effect on the Company. Our compensation programs contain design features that mitigate the incentive for our employees, including named executive officers, to take unreasonable risks in managing the business, which include:

•An appropriate balance between short-term and long-term incentive compensation with multiple time horizons;

•Short-term incentives that ~~provide for lower payouts for lower performance and higher payouts for higher performance;~~

~~Short-term incentives that must have~~require minimum financial performance to achieve any payouts and also set capped maximum payouts at 200% of target;

•Short-term incentive payouts that are tied to multiple performance factors with no one performance factor having excessive weighting;

•Long-term incentives with multi-year vesting schedules, which reward employees for long-term performance;

•Goals that are not unreasonable and that are approved by the Committee on an annual basis and goals with no excessive payout opportunities at certain performance levels that may encourage short-term decisions and actions to meet payout thresholds;

•Oversight of the compensation programs by the Committee and ~~a broad group of~~multiple functions within the Company and at various levels within the functions to gain different viewpoints and prevent a small number of people to be exclusively involved in compensation decisions; and

•Advice from expert outside advisors regarding the design of the compensation program.

Based on its review, the Committee determined that the Company’s compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.

Compensation Committee Report

The Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on the Committee’s review and discussions with management, the Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for fiscal ~~2016.~~2020.

The foregoing report is provided by the following directors, who constitute the Committee:

Mr. Clarence J. Chandran, Chairman

Mr. Debnarayan Bhattacharya

Mr. Askaran Agarwala

Mr. Satish Pai

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Summary Compensation Table

The table below sets forth information regarding compensation for our named executive officers for fiscal ~~2016~~2020 and the two prior fiscal years, as applicable. Any amounts paid to our named executive officers in a foreign currency are reflected in the table below and elsewhere in U.S. dollars as adjusted by the March 31, ~~2016~~2020 exchange rate.


Name	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Options Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value ($)		All Other Compensation ($)⁽⁸⁾		Total Compensation ($)
Steven Fisher	2020		1,035,577		—		1,440,000		1,460,000		5,030,096⁽²⁾		—		280,734		9,246,407
		2019		971,154		—		1,050,000		1,200,000		9,211,068		—		654,373		13,086,595
		2018		865,385		—		972,000		1,148,000		1,472,772		—		542,055		5,000,212
Devinder Ahuja	2020		608,461		—		300,000		200,000		1,204,598⁽³⁾		—		226,482		2,539,541
		2019		562,692		—		204,000		136,000		1,163,812		—		276,992		2,343,496
		2018		514,231		429,292		150,000		100,000		607,005		—		239,872		2,040,400
Emilio Braghi	2020		484,104		—		225,000		150,000		906,168⁽⁴⁾		—		467,154		2,232,426
		2019		382,855		—		210,000		140,000		1,060,693		—		461,446		2,254,994
		2018		394,247		—		144,000		96,000		342,418		—		611,687		1,588,352
Marco Palmieri	2020		525,993		—		228,000		152,000		1,210,643⁽⁵⁾		—		289,884		2,406,520
		2019		510,673		—		228,000		152,000		2,729,747		—		519,887		4,140,307
		2018		536,784		—		228,000		152,000		480,209		—		1,781,999		3,178,992
Sachin Satpute	2020		367,337		—		180,000		120,000		782,162⁽⁶⁾		39,434		607,553		2,096,486
Leslie Parrette	2020		599,507		—		225,000		150,000		1,222,211⁽⁷⁾		—		1,124,046		3,320,764
		2019		583,396		—		225,000		150,000		2,901,817		—		241,588		4,101,801
		2018		567,176		—		210,000		140,000		638,770		—		259,612		1,815,558

Name and Principal Position Fiscal Year
Salary
($)
Bonus
($) (A)

Stock Awards
($) (A)

Option Awards
($) (B)
Non-Equity Incentive Plan Compensation ($) (C)
All Other
Compensation
($) (D)
Total ($)

Steven Fisher, President and Chief Executive Officer 2016 676,128 350,000
500,000
2,000,000
1,007,822
204,512 4,738,462
2015 545,607 —
170,000
680,000
577,545
195,925 2,169,077
2014 513,427 —
170,000
680,000
517,902
863,371 2,744,700

Steven E. Pohl, Interim Chief Financial Officer 2016 332,899 110,000
36,000
144,000
180,074
146,693 949,666

Erwin Mayr, Senior Vice President and President of Novelis Europe 2016 541,067 —
140,000
560,000
479,005
379,864 2,099,936
2015 515,608 —
124,000
496,000
434,516
279,309 1,849,433
2014 563,434 —
72,100
288,400
391,170
1,148,060 2,463,164

Marco Palmieri, Senior Vice President and President of Novelis North America 2016 602,945 —
140,000
560,000
303,027
884,129 2,490,101
2015 560,961 —
130,000
520,000
291,260
885,784 2,388,005
2014 512,383 —
123,600
494,400
372,152
614,310 2,116,845

Leslie Parrette, Senior Vice President, General Counsel, Compliance Officer and Corporate Secretary 2016 534,185 —
140,000
560,000
505,026
178,893 1,918,104
2015 518,626 —
120,000
480,000
393,298
176,710 1,688,634

Philip Martens, Former President and Chief Executive Officer 2016 84,801 —
—
—
—
5,157,597 5,242,398
2015 1,036,539 —
900,000
3,600,000
1,678,950
1,367,708 8,583,197
2014 960,577 —
800,000
3,200,000
1,461,600
4,841,762 11,263,939
_________________________


~~(A)~~	~~These are discretionary awards for Messrs. Fisher and Pohl described previously under Employee-Related Agreements.~~


~~(B)~~	~~These awards are granted under the 2016 LTIP. Please see the Grants of Plan-Based Awards in Fiscal 2016 table for more information.~~


~~(C)~~	~~This amount reflects the cash award earned under the 2016 AIP.~~

~~(D)~~

The amounts shown in the All Other Compensation Column reflect the values from the table below, except for Mr. Martens. Mr. Martens' amount is in connection with this separation agreement. The terms of Mr. Martens' separation agreement and the amount payable thereunder are described in a current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2015, plus the following items: prorated flex allowance ($4,615), executive life insurance ($2,844), Company contributions to defined contribution plans ($2,156) and earned, but unused, vacation at the time of his separation ($76,731).

(1)These amounts reflect Hindalco RSUs and Hindalco SARs granted under our LTIP.

Name
Company Contribution to Defined Contribution Plans and Nonqualified Plans
($)

Group Life Insurance
($) (d)

Retention Payments
($) (e)

Relocation, Assignee and Housing Related Payments
($)

Other Perquisites and Personal Benefits
($)

Total
($)

Steven Fisher 119,099
(a) 2,133
25,000
—
58,280
(h) 204,512
Steven Pohl 47,093
(a) —
62,000
—
37,600
(i) 146,693
Erwin Mayr 104,540
(b) 1,545
57,838
205,912
(f) 10,029
(j) 379,864
Marco Palmieri 3,418
(c) 1,750
55,000
823,461
(g) 500
(k) 884,129
Leslie Parrette 88,111
(a) 1,532
41,250
—
48,000
(l) 178,893

~~(a)~~ (2)This amount ~~represents~~includes the ~~Company’s contribution to our U.S. qualified~~cash awards Mr. Fisher earned as follows: $1,790,096 under the 2020 AIP and ~~non‑qualified defined contribution plans. See~~$3,240,000 for the ~~Non‑Qualified Deferred Compensation table below for more information.~~Novelis PUs granted in fiscal year 2018.

~~(b)~~ (3)This amount ~~represents~~includes the ~~Company’s contribution to our Swiss defined contribution plan (Novelis Pensionskasse)~~cash awards Mr. Ahuja earned as follows: $704,598 under the 2020 AIP and ~~our Swiss supplemental defined contribution plan (Novelis Zusatzkasse).~~$500,000 for the Novelis PUs granted in fiscal year 2018.

~~(c)~~ (4)This amount ~~represents~~includes the ~~Company’s contribution to our Brazilian defined contribution plan.~~cash awards Mr. Braghi earned as follows: $426,168 under the 2020 AIP and $480,000 for the Novelis PUs granted in fiscal year 2018.

(5)This amount includes the cash awards Mr. Palmieri earned as follows: $450,643 under the 2020 AIP and $760,000 for the Novelis PUs granted in fiscal year 2018.

~~(d)~~ (6)This amount includes the cash awards Mr. Satpute earned as follows: $302,162 under the 2020 AIP and $480,000 for the Novelis PUs granted in fiscal year 2018.

(7)This amount includes the cash awards Mr. Parrette earned as follows: $561,011 under the 2020 AIP and $661,200 for the Novelis PUs granted in fiscal year 2018.

(8)The amounts shown in this column reflect the values from the table below.

135

All Other Compensation Table


Name	Company Contribution to Defined Contribution Plans and Nonqualified Plans ($)	Group Life Insurance ($)⁽¹⁾	Retention Payments ($)⁽²⁾	Relocation, Assignee and Housing Related Payments ($)	Other Perquisites and Personal Benefits ($)	Other Payments ($)	Total ($)
Steven Fisher	209,225	5,688	—	—	65,821⁽⁵⁾		280,734
Devinder Ahuja	103,727	3,355	67,000	—	52,400⁽⁶⁾		226,482
Emilio Braghi	89,453	—	—	258,899⁽³⁾	118,802⁽⁷⁾		467,154
Marco Palmieri	81,546	2,952	150,000	—	55,386⁽⁸⁾		289,884
Sachin Satpute	—	—	—	583,130⁽⁴⁾	24,423⁽⁹⁾		607,553
Leslie Parrette	153,423	3,373	—	—	48,000⁽¹⁰⁾	919,250⁽¹¹⁾	1,124,046

________________________

(1)This amount represents additional ~~Company‑paid~~Company-paid life insurance for named executive officers beyond the regular employee coverage.

~~(e)~~ (2)These amounts ~~represents~~represent payments pursuant to retention agreements as ~~previously described~~detailed above under Employee Related Agreements.

~~(f) This amount represents tax payments related to Mr. Mayr’s previous foreign assignment.~~

~~(g)~~ (3)This amount includes ~~$76,520~~$130,242 for ~~housing allowance~~expatriate expenses and ~~related costs, $58,458 goods and services adjustment, $20,404 home leave, $11,377 for services related to the executive’s global assignment, and $656,702~~$128,657 related to tax payments for foreign assignment.

~~(h)~~ (4)This amount includes ~~$56,154 flex allowance~~$110,136 for expatriate expenses and ~~$2,126 executive physical.~~$472,994 related to tax payments for foreign assignment.

~~(i)~~ (5)This amount includes ~~$35,000~~$60,000 flex allowance. The remaining amount is comprised of payments for an executive physical and a home security system.

(6)This amount includes $50,000 flex allowance. The remaining amount is comprised of payments for a home security system.

(7)This amount includes $51,570 child tuition reimbursement and family allowance. The remaining amount is comprised of payments for health care premiums, automobile lease allowance, individual tax planning, meal allowance and ~~$2,600 executive physical.~~other compensation related to international assignment.

~~(j)~~ (8)This amount ~~represents Mr. Mayr’s automobile lease.~~includes $50,000 flex allowance. The remaining amount is comprised of an executive physical and a home security system.

~~(k)~~ (9)This amount ~~represents the imputed value of tax preparation.~~includes $21,593 auto lease and $2,829 for other compensation related to assignment.

~~(l)~~ (10)This amount ~~represents~~includes $48,000 flex allowance.

(11)This amount includes $909,000 severance payment. The remaining amount is comprised of a payment for continued medical coverage. Mr. ~~Parrette’s flex allowance.~~Parrette separated from Novelis on March 18, 2020, and entered into a severance and release agreement. See Item 9B of this Form 10-K for additional information.

136

Grants of Plan-Based Awards in Fiscal ~~2016~~2020

The table below sets forth information regarding grants of plan-based awards made to our named executive officers ~~for the year ended March 31, 2016.~~during fiscal 2020 pursuant to our 2020 AIP and 2020 LTIP.


Name	Grant Date		Estimated Future Payout Under Non-Equity Incentive Plan Awards										All Other Stock Awards: Number of Shares or Stock Units		All Other Option Awards: Number of Securities Underlying Options		Award Type		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards (S)
						Threshold ($)		Target ($)		Maximum ($)
Steven Fisher	5/6/2019		564,009		1,338,893		2,677,787		—		—		AIP		—		—
		5/6/2019		—		—		—		501,985		—		Hindalco RSU		—		1,440,000
		5/6/2019		—		—		—		—		1,253,588		Hindalco SAR		2.87		1,460,000
		5/6/2019		1,200,000		2,400,000		4,800,000		—		—		Novelis PU		—		—
Devinder Ahuja	5/6/2019		221,999		527,000		1,054,000		—		—		AIP		—		—
		5/6/2019		—		—		—		104,581		—		Hindalco RSU		—		300,000
		5/6/2019		—		—		—		—		171,725		Hindalco SAR		2.87		200,000
		5/6/2019		250,000		500,000		1,000,000		—		—		Novelis PU		—		—
Emilio Braghi	5/6/2019		134,273		318,750		637,500		—		—		AIP		—		—
		5/6/2019		—		—		—		78,436		—		Hindalco RSU		—		225,000
		5/6/2019		—		—		—		—		128,794		Hindalco SAR		2.87		150,000
		5/6/2019		187,500		375,000		750,000		—		—		Novelis PU		—		—
Marco Palmieri	5/6/2019		145,244		344,793		689,585		—		—		AIP		—		—
		5/6/2019		—		—		—		79,481		—		Hindalco RSU		—		228,000
		5/6/2019		—		—		—		—		130,511		Hindalco SAR		2.87		152,000
		5/6/2019		190,000		380,000		760,000		—		—		Novelis PU		—		—
Sachin Satpute	5/6/2019		95,203		226,001		452,002		—		—		AIP		—		—
		5/6/2019		—		—		—		62,749		—		Hindalco RSU		—		180,000
		5/6/2019		—		—		—		—		103,035		Hindalco SAR		2.87		120,000
		5/6/2019		150,000		300,000		600,000		—		—		Novelis PU		—		—
Leslie Parrette	5/6/2019		172,347		409,133		818,266		—		—		AIP		—		—
		5/6/2019		—		—		—		78,436		—		Hindalco RSU		—		225,000
		5/6/2019		—		—		—		—		128,794		Hindalco SAR		2.87		150,000
		5/6/2019		187,500		375,000		750,000		—		—		Novelis PU		—		—

137

Name Date of Award
Estimated Future Payout
Under Non-Equity
Incentive Plan Awards
(A)

All Other Stock Awards: Number of Shares of Stock or Units
(#) (B)
All Other Option Awards: Number of Securities Underlying Options (#) (C)
Exercise or Base Price of Option Awards
($/Sh)
Value of Stock and Option Awards
(D)
Threshold
($)
Target
($)
Maximum
($)

Award
Type
Steven Fisher 5/7/2015 363,375
712,500
1,425,000
—
—
—
—
—
5/7/2015 —
—
—
90,462
—
Hindalco RSU
—
190,000
5/7/2015 —
—
—
—
315,196
Hindalco SAR
2.10
285,000
5/7/2015 —
—
—
—
30,286
Novelis SAR
65.35
475,000
10/1/2015 —
—
—
285,356
—
Hindalco RSU
—
310,000
10/1/2015 —
—
—
—
994,270
Hindalco SAR
1.09
465,000
10/1/2015 —
—
—
—
49,414
Novelis SAR
65.35
775,000

Steven Pohl 5/7/2015 68,535
134,383
268,766
—
—
—
—
—
5/7/2015 —
—
—
17,141
—
Hindalco RSU
0
36,000
5/7/2015 —
—
—
—
59,722
Hindalco SAR
2.10
54,000
5/7/2015 —
—
—
—
5,739
Novelis SAR
65.35
90,000

Leslie Parrette 5/7/2015 192,211
376,885
753,770
—
—
—
—
—
5/7/2015 —
—
—
66,656
—
Hindalco RSU
—
140,000
5/7/2015 —
—
—
—
232,250
Hindalco SAR
2.10
210,000
5/7/2015 —
—
—
—
22,316
Novelis SAR
65.35
350,000

Erwin Mayr 5/7/2015 185,070
362,883
752,766
—
—
—
—
—
5/7/2015 —
—
—
66,656
HIndalco RSU
140,000
5/7/2015 —
—
—
—
232,250
Hindalco SAR
2.10
210,000
5/7/2015 —
—
—
—
22,316
Novelis SAR
65.35
350,000

Marco Palmieri 5/7/2015 115,331
226,140
452,280
—
—
—
—
—
5/7/2015 —
—
—
66,656
Hindalco RSU
140,000
5/7/2015 —
—
—
—
232,250
Hindalco SAR
2.10
210,000
5/7/2015 —
—
—
—
22,316
Novelis SAR
65.35
350,000

~~(A)~~

These amounts reflect potential cash awards under our 2016 AIP. The financial performance metrics for fiscal 2016 are: (1) “EBTIDA”, which refers to our Adjusted EBITDA and is calculated by removing the following items from Operating EBITDA (the equivalent to “Segment Income” as reported in our external U.S. GAAP financial statements): i) the impact from timing differences in the pass‑through of metal price changes to our customers, net of realized derivative instruments; and ii) the impact from re‑measuring to current exchange rates any monetary assets and liabilities which are denominated in a currency other than the functional currency of the reporting unit, net of realized and unrealized derivative instruments and (2) “Cash Flow”, which refers to our operating free cash flow and is calculated by removing the following items from “Free cash flow” (as defined in the “Liquidity and Capital Resources” section of this 10‑K): i) the impact from timing differences in the pass‑through of metal price changes to our customers, net of realized derivative instruments; and ii) the impact of fourth quarter variations in metal prices (LME and local market premiums) from the Plan. See the Summary Compensation Table for actual results.


(B)	~~These amounts represent the number of Hindalco RSUs granted under the 2016 LTIP and were calculated using a value of~~ $~~2.10 on May 7, 2015 and $1.09 on October 1, 2015.~~ ~~See discussion of Long-Term Incentives above.~~


~~(C)~~	~~The number of SARs awarded were calculated using a Black‑Scholes value of $0.90 on May 7, 2015 and $0.47on October 1, 2015 per Hindalco SAR and~~ $~~15.68 on both May 7, 2015 and October 1, 2015 per Novelis SAR.~~

~~(D)~~

~~As outlined under the~~ ~~Key Elements of Our Compensation Program~~ above, SARs awarded under our 2016 LTIP are divided into four equal tranches and vest at a rate of 25% per year, subject to satisfaction of a threshold performance hurdle being met for the year. The performance hurdle for each tranche is determined prior to the start of each applicable vesting year. Therefore, for purposes of ASC 718, each tranche has a separate grant date, and the Company’s financials have been prepared consistent with ASC 718. For purposes of this table and the Summary Compensation Table, the amounts shown for SARs and RSUs represent intended target values of long‑term incentive awards authorized by the Committee on the date the awards were authorized and subsequently communicated to the executives

Outstanding Equity Awards as of March 31, ~~2016~~2020

_{Novelis Options}

_{Hindalco Options}

_{Hindalco RSUs}

_Name

_{Number of Securities Underlying Unexercised Options # Exercisable}

_{Number of Securities Underlying Unexercised Options # Unexercisable}

_{Option Exercise Price ($)}

_{Number of Securities Underlying Unexercised Options # Exercisable}

_{Number of Securities Underlying Unexercised Options # Unexercisable}

_{Option Exercise Price ($)}

_{Option Expiration Date for Both Novelis and Hindalco Options}

_{Number of Shares or Units of Stock That Have Not Vested}

_{Market Value of Shares or Units of Stock That Have Not Vested}

_Fisher

_—

_30,286

_(A)

_65.35

_—

_315,196

_2.10

_(A)

_{May 7, 2022}

_90,462

_(A)

_93,653

_—

_49,414

_(A)

_65.35

_—

_994,270

_1.09

_(A)

_{May 7, 2022}

_285,356

_(A)

_288,911

_4,521

_13,560

_(B)

_94.40

_58,521

_175,563

_2.43

_(B)

_{May 13, 2021}

_69,960

_(B)

_77,503

_7,865

_7,685

_(C)

_91.87

_151,442

_151,443

_1.91

_(C)

_{May 13, 2020}

_88,967

_(C)

_107,621

_5,401

_2,208

_(D)

_101.81

_166,609

_68,114

_1.98

_(D)

_{May 22, 2019}

_—

_1,989

_—

_(E)

_73.55

_83,644

_—

_4.28

_(E)

_{May 20, 2018}

_—

_95,526

_—

_3.13

_(F)

_{May 25, 2017}

_—

_Pohl

_—

_5,739

_(A)

_65.35

_—

_59,722

_2.10

_(A)

_{May 7, 2022}

_17,141

_(A)

_17,746

₇₉₇

_2,394

_(B)

_94.40

_10,328

_30,981

_2.43

_(B)

_{May 13, 2021}

_12,346

_(B)

_13,677

₇₁₀

_1,420

_(C)

_91.87

_13,983

_27,966

_1.91

_(C)

_{May 13, 2020}

_16,429

_(C)

_19,874

₈₃₂

₃₄₀

_(D)

_101.81

_8,606

_10,482

_1.98

_(D)

_{May 22, 2019}

_—

₃₃₇

_—

_(E)

_73.55

_14,166

_—

_4.28

_(E)

_{May 20. 2018}

_—

_14,330

_—

_3.13

_(F)

_{May 25, 2017}

_—

_Mayr

_—

_22,316

_(A)

_65.35

_—

_232,250

_2.10

_(A)

_{May 7, 2022}

_66,656

_(A)

_69,007

_3,298

_9,891

_(B)

_94.40

_42,686

_128,058

_2.43

_(B)

_{May 13, 2021}

_51,030

_(B)

_56,532

_1,630

_6,259

_(C)

_91.87

_64,230

_1.91

_(C)

_{May 13, 2020}

_37,733

_(C)

_45,645

_2,290

₉₃₆

_(D)

_101.81

_70,663

_28,889

_1.98

_(D)

_{May 22, 2019}

_—

₉₂₈

_—

_(E)

_73.55

_39,035

_—

_4.28

_(E)

_{May 20. 2018}

_—

_49,624

_—

_3.13

_(F)

_{May 25, 2017}

_—

_96,930

_—

_1.79

_(G)

_{June 25, 2017}

_—

_Palmieri

_—

_22,316

_(A)

_65.35

_—

_232,250

_2.10

_(A)

_{May 7, 2022}

_66,656

_(A)

_69,007

_3,456

_10,371

_(B)

_94.40

_44,752

_134,253

_2.43

_(B)

_{May 13, 2021}

_53,499

_(B)

_59,267

_2,794

_5,588

_(C)

_91.87

_55,054

_110,108

_1.91

_(C)

_{May 13, 2020}

_64,684

_(C)

_78,246

_2,290

₉₃₆

_(D)

_101.81

_23,718

_28,889

_1.98

_(D)

_{May 22, 2019}

_—

_1,547

_—

_(E)

_73.55

_15,990

_—

_2.57

_(E)

_{May 20, 2018}

_—

_Parrette

_—

_22,316

_(A)

_65.35

_—

_232,250

_2.10

_(A)

_{May 7. 2022}

_17,141

_(A)

_17,746

_3,190

_9,573

_(B)

_94.40

_41,309

_123,927

_2.43

_(B)

_{May 13, 2021}

_12,346

_(B)

_13,677

_5,424

_5,425

_(C)

_91.87

_109,600

_106,900

_1.91

_(C)

_{May 13, 2020}

_16,429

_(C)

_19,874

_3,812

_1,558

_(D)

_101.81

_117,607

_48,081

_1.98

_(D)

_{May 22, 2019}

_—

_3,216

_—

_(E)

_73.55

_66,914

_—

_4.28

_(E)

_{May 20. 2018}

_—

_1,072

_—

_(F)

_63.23

_54,587

_—

_3.13

_(F)

_{May 25, 2017}

_—

_92,611

_—

_1.79

_(G)

_{June 25, 2017}

_—


~~(A)~~	These awards were granted pursuant to our 2016 LTIP. The SARs vest over four years (25% per anniversary year) commencing May 7, 2015, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


~~(B)~~	These awards were granted pursuant to our 2015 LTIP. The SARs vest over four years (25% per anniversary year) commencing May 13, 2014, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


~~(C)~~	These awards were granted pursuant to our 2014 LTIP. The SARs vest over four years (25% per anniversary year) commencing May 13, 2013, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


~~(D)~~	These awards were granted pursuant to our 2013 LTIP (as amended by the amendment adopted on May 13, 2013). The SARs vest over four years (25% per anniversary year) commencing May 22, 2012, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


~~(E)~~	These awards were granted pursuant to our 2012 LTIP (as amended by the amendment adopted on May 13, 2013). The SARs vest over four years (25% per anniversary year) commencing May 20, 2011, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant


~~(F)~~	These awards were granted pursuant to our 2011 LTIP (as amended by the amendment adopted on May 13, 2013). The SARs vest over four years (25% per anniversary year) commencing May 25, 2010, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


~~(G)~~	These awards were granted pursuant to our 2010 LTIP (as amended by the amendment adopted on May 13, 2013). The SARs vest over four years (25% per anniversary year) commencing June 25, 2009, and are subject to satisfaction of a predetermined normalized EBITDA performance hurdle. RSUs vest on the third anniversary of the date of grant.


			Hindalco Options												Hindalco RSUs
Name	LTIP Year		Number of Securities Underlying Unexercised Options # Exercisable		Number of Securities Underlying Unexercised Options # Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ($)
Steven Fisher	2020		—		1,253,588		2.87		May 6, 2026		501,985		681,534
		2019		273,504		547,008		3.46		May 2, 2025		202,461		285,258
		2018		554,654		277,326		2.92		May 5, 2024		111,018		162,475
		2017		281,986		—		1.37		May 5, 2023		—		—
		2016		315,196		—		2.10		May 7, 2022		—		—
		2015		234,084		—		2.43		May 13, 2021		—		—
Devinder Ahuja	2020		—		171,725		2.87		May 6, 2026		104,581		141,987
		2019		30,998		61,994		3.46		May 2, 2025		39,336		55,423
		2018		48,316		24,157		2.92		May 5, 2024		17,132		25,073
		2017		49,326		—		2.26		October 1, 2023		—		—
Emilio Braghi	2020		—		128,794		2.87		May 6, 2026		78,436		106,491
		2019		31,909		63,818		3.46		May 2, 2025		40,492		57,051
		2018		46,384		23,190		2.92		May 5, 2024		16,446		24,069
Marco Palmieri	2020		—		130,511		2.87		May 6, 2026		79,481		107,910
		2019		34,644		69,288		3.46		May 2, 2025		43,963		61,942
		2018		73,440		36,718		2.92		May 5, 2024		26,040		38,110
		2016		116,125		—		2.10		May 7, 2022		—		—
		2015		44,751		—		2.43		May 13, 2021		—		—
Sachin Satpute	2020		—		103,035		2.87		May 6, 2026		62,749		85,193
		2019		25,072		50,142		3.46		May 2, 2025		31,816		44,827
		2018		46,384		23,190		2.92		May 5, 2024		16,446		24,069
		2017		36,255		—		1.37		May 5, 2023		—		—
Leslie Parrette	2020		65,591		—		2.87		May 6, 2026		—		—
		2019		88,795		—		3.46		May 2, 2025		—		—
		2018		65,762		—		2.92		May 5, 2024		—		—
		2017		70,497		—		1.37		May 5, 2023		—		—
		2016		58,063		—		2.10		May 7, 2022		—		—

Option Exercises and Stock Vested in Fiscal Year ~~2016~~2020

The table below sets forth the information regarding stock options that were exercised during fiscal ~~2016~~2020 and stock awards that vested and were paid out during fiscal ~~2016.~~2020.


	Options Awards			Stock Awards
Name	Number of Shares Acquired on Exercise, but Settled in Cash	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting, but Settled in Cash	Value Realized on Vesting ($)
Steven Fisher	248,568	348,753	416,629	1,264,948
Devinder Ahuja	—	—	54,702	164,500
Emilio Braghi	47,269	54,513	58,966	178,659
Marco Palmieri	70,497	136,741	99,193	300,752
Sachin Satpute	—	—	58,671	178,217
Leslie Parrette	—	—	194,097	442,161

138

Option Awards Stock Awards
Name
Number of
Shares
Acquired on
Exercise, but Settled in Cash

Value
Realized on
Exercise ($)

Number of
Shares
Acquired on
Vesting, but Settled in Cash

Value
Realized on
Vesting ($)
Steven Fisher 3,906
100,800
85,842
213,712

Steven Pohl —
—
13,210
32,887

Erwin Mayr 3,552
54,260
36,407
90,639

Marco Palmieri —
—
36,407
90,639

Les Parrette —
—
60,594
150,856

Philip Martens 1,017,693
813,433
773,394
1,916,990

Pension Benefits in Fiscal 2020

The table below sets forth information regarding the present value as of March 31, 2020 of the accumulated benefits of our named executive officers under our defined benefit pension plans (both qualified and non-qualified). Mr. Satpute, the only one of our named executive officers eligible for a defined benefit program, is enrolled in the Novelis Asia Defined Benefits plan.

Name

Plan Name

Change in Pension Value ($)

Number of Years of Credited Service

Present Value of Accumulated Benefit ($)

Payments During Last Fiscal Year ($)

Sachin Satpute

Defined Benefits

39,434

3.58

112,571

—

Non-Qualified Deferred Compensation

This table summarizes contributions and earnings under our Defined Contribution Supplemental Executive Retirement Plan for fiscal year ~~2016.~~2020. The plan is an unfunded, ~~non‑qualified~~non-qualified defined contribution plan for U.S. ~~based executives.~~tax purposes. The plan provides eligible executives with the opportunity to voluntarily defer, on a ~~pre‑tax~~pre-tax basis, a portion of their base salary and annual incentive pay that otherwise may not be deferred under the Company’s ~~tax‑qualified~~tax-qualified savings plan due to limitations under the U.S. Internal Revenue Code. The plan also provides eligible U.S. executives with Company ~~non‑elective~~non-elective and matching contribution credits which they are restricted from receiving under the ~~tax‑qualified~~tax-qualified savings plan due to those same limitations.


Name	Elective Contributions in Last Fiscal Year ($)	Employer Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
Steven Fisher	—	182,552	773	—	1,662,129
Devinder Ahuja	—	76,475	651	—	190,220
Marco Palmieri	—	54,832	—	—	159,804
Leslie Parrette	—	126,793	7,571	—	677,999

139

Name
Elective
Contributions in
Last Fiscal Year
($)

Registrant
Contributions in
Last Fiscal Year
($) (A)

Aggregate
Earnings in
Last Fiscal Year
($) (A)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at Last
Fiscal Year End
($) (B)
Steven Fisher 288,773
89,553
(20,161 ) —
893,644

Steven Pohl —
21,669
(815 ) —
74,103

Leslie Parette —
62,592
(2,519 ) —
317,513

Philip Martens —
204,250
24,980
—
1,314,897


~~(A)~~	~~Registrant contributions, but not Earnings, are included in the Summary Compensation Table above.~~


~~(B)~~	~~Of the balance at the end of the fiscal year, $337,250 for Mr. Fisher, $67,678 for Mr. Pohl, $282,853 for Mr. Parrette and $760,019 for Mr. Martens represents cumulative Company contributions.~~

Potential Payments Upon Termination or Change in Control

This section provides an estimate of the payments and benefits that would be paid to certain of our named executive officers on March 31, ~~2016,~~2020, upon voluntary termination or involuntary termination of employment without ~~cause and were adjusted by the March 31, 2016 Swiss and Brazilian exchange rates for Messrs. Mayr and Palmieri, respectively.~~cause. This section, however, does not reflect any payments or benefits that would be paid to our salaried employees generally, including for example accrued salary and vacation pay; regular retirement plan ~~benefits under our defined contribution plans;~~benefits; or normal retirement, death or disability benefits. See ~~Employment‑~~Employment Related Agreements above for a discussion of the change in control, severance compensation and retention agreements for our named executive officers and any restrictive covenants contained therein.

As ~~noted~~discussed above, Mr. ~~Martens~~Parrette separated from ~~the Company~~Novelis on ~~April 20, 2015.~~ March 18, 2020, and entered into a severance and release agreement.


Name	Type of Payment		Voluntary Termination by Executive ($)		Termination by us without Cause ($)		Termination in Connection with CIC by us without Cause or by Executive for Good Reason ($)		Death or Disability ($)
Steven Fisher	Short-Term Incentive Pay⁽²⁾		1,790,096		1,790,096		1,790,096		1,790,096
		Long-Term Incentive Plan⁽³⁾		26,056		5,540,599		5,951,434		5,951,434
		Severance⁽⁴⁾		—		3,000,000		4,830,000		—
		Retirement plans⁽⁵⁾		—		209,225		418,450		—
		Lump sum cash payment for continuation of health coverage⁽⁶⁾		—		37,926		45,512		—
		Continued group life insurance coverage⁽⁷⁾		—		5,688		11,376		—
		Total		1,816,152		10,583,534		13,046,868		7,741,530
Devinder Ahuja	Short-Term Incentive Pay⁽²⁾		704,597		704,597		704,597		704,597
		Long-Term Incentive Plan⁽³⁾		—		957,214		1,041,371		1,041,371
		Severance⁽⁴⁾		—		1,320,000		2,294,000		—
		Retirement plans⁽⁵⁾		—		103,727		207,454		—
		Lump sum cash payment for continuation of health coverage⁽⁶⁾		—		41,414		49,696		—
		Continued group life insurance coverage⁽⁷⁾		—		3,355		6,710		—
		Total		704,597		3,130,307		4,303,828		1,745,968
Emilio Braghi	Short-Term Incentive Pay⁽²⁾		426,168		426,168		426,168		426,168
		Long-Term Incentive Plan⁽³⁾		—		891,934		959,000		959,000
		Severance⁽⁴⁾		—		530,450		1,618,269		—
		Retirement plans⁽⁵⁾		—		89,453		178,907		—
		Lump sum cash payment for continuation of health coverage⁽⁶⁾		—		43,322		43,222		—
		Continued group life insurance coverage⁽⁷⁾		—		—		—		—
		Total		426,168		1,981,327		3,225,566		1,385,168
Marco Palmieri	Short-Term Incentive Pay⁽²⁾		450,643		450,643		450,643		450,643
		Long-Term Incentive Plan⁽³⁾		—		1,193,819		1,263,516		1,263,516
		Severance⁽⁴⁾		—		1,237,500		1,750,485		—
		Retirement plans⁽⁵⁾		—		81,546		163,092		—
		Lump sum cash payment for continuation of health coverage⁽⁶⁾		—		37,926		45,512		—
		Continued group life insurance coverage⁽⁷⁾		—		2,952		5,903		—
		Total		450,643		3,004,386		3,679,151		1,714,159
Sachin Satpute⁽¹⁾	Short-Term Incentive Pay⁽²⁾		302,162		302,162		302,162		302,162
		Long-Term Incentive Plan⁽³⁾		782,953		782,953		782,953		782,953
		Severance⁽⁴⁾		—		—		—		—
		Retirement plans⁽⁵⁾		—		—		—		—
		Lump sum cash payment for continuation of health coverage⁽⁶⁾		—		—		—		—
		Continued group life insurance coverage⁽⁷⁾		—		—		—		—
		Total		1,085,115		1,085,115		1,085,115		1,085,115

_________________________

(1)The terms of separation for Mr. ~~Martens’ separation~~Satpute, an international expatriate from the Aditya Birla Group (ABG), assume his return to employment with ABG at the conclusion of his assignment with Novelis.

(2)These amounts represent the executive's AIP for the fiscal year.

(3)These amounts reflect the estimated value of the vested SARs, RSUs and PUs granted pursuant to our long term incentive plans.

(4)These amounts are estimates of payments that would be paid pursuant to our Change in Control Severance Plan, the executive's severance agreement or local law and practice, as applicable.

(5)The retirement benefit represents 12 months (or 24 months in the case of a change in control severance) of additional benefit accrual or contribution credit, as applicable, under our retirement plans.

(6)This amount ~~payable thereunder are described on Form 8-K filed with~~is intended to assist the ~~Securities~~executive in paying post-employment health coverage for 12 months (or 24 months in the case of a change in control severance).

(7)This amount represents the estimated value of 12 months (or 24 months in the case of a change in control severance) of additional coverage under our group and ~~Exchange Commission on April 29, 2015.~~

executive life insurance plans.

140

Name Type of Payment
Voluntary
Termination by
Executive ($)

Termination Without
Cause ($)
(C) (D) (J)

Termination Without
Cause or by
Executive for
Good Reason in
Connection with
Change in
Control ($) (E) (F)

Death or
Disability($)
Steven Fisher Short-Term Incentive Payment (A) 712,500
712,500
712,500
712,500
Long-Term Incentive Plan (B) —
255,275
567,688
255,275
Severance —
2,925,000
2,925,000
—
Retirement plans —
25,175
25,175
—
Lump sum cash payment for continuation of health coverage (G) —
30,695
30,695
—
Continued group life insurance coverage (H) —
6,399
6,399
—

Total 712,500
3,955,044
4,267,457
967,775
Steven Pohl Short-Term Incentive Payment (A) 134,383
134,383
134,383
134,383
Long-Term Incentive Plan (B) —
32,059
51,296
32,059
Severance —
251,969
251,969
—
Retirement plans —
—
—
—
Lump sum cash payment for continuation of health coverage (G) —
—
—
—
Continued group life insurance coverage (H) —
—
—
—
Total 134,383
418,411
437,648
166,442
Erwin Mayr Short-Term Incentive Payment (A) 362,883
362,883
362,883
362,883
Long-Term Incentive Plan (B) —
96,825
171,184
96,825
Severance —
837,422
1,842,329
—
Retirement plans —
104,540
104,540
—
Lump sum cash payment for continuation of health coverage (G) —
—
—
—
Continued group life insurance coverage (H) —
1,545
1,545
—
Total 362,883
1,403,215
2,482,481
459,708
Marco Palmieri Short-Term Incentive Payment (A) 226,140
226,140
226,140
226,140
Long-Term Incentive Plan (B) —
129,288
206,521
129,288
Severance —
521,861
1,148,095
—
Retirement plans —
41,014
41,014
—
Lump sum cash payment for continuation of health coverage (G) —
20,060
20,060
—
Continued group life insurance coverage (H) —
3,228
3,228
—
Total 226,140
941,591
1,645,058
355,428
Les Parrette Short-Term Incentive Payment (A) 376,885
376,885
376,885
376,885
Long-Term Incentive Plan (B) 2,273
126,624
201,956
126,624
Severance —
807,611
1,830,584
—
Retirement plans —
25,175
25,175
—
Lump sum cash payment for continuation of health coverage (G) —
9,216
9,216
—
Continued group life insurance coverage (H) —
4,598
4,598
—
Total 379,158
1,350,109
2,448,414
503,509


~~(A)~~	~~These amounts represent 100% of the executive's target AIP opportunity for the fiscal year.~~


~~(B)~~	~~These amounts reflect the estimated value of the vested SARs and RSUs granted pursuant to our long term incentive plans.~~

~~(C)~~

These amounts would be paid pursuant to the executive’s severance compensation agreement (or appointment letter agreement in the case of Mr. Fisher). Except for the retirement and life insurance benefits, these amounts would be paid in a single lump sum following termination of employment. The retirement benefit represents one additional year of benefit accrual or contribution credit, as applicable. The life insurance benefit represents the estimate value of coverage for one additional year. Mr. Pohl does not have a severance agreement and would be covered under a broad-based severance program.

~~(D)~~

Termination for "cause" means (i) the executive’s conviction of any crime (whether or not involving the Company) constituting a felony in the applicable jurisdiction; (ii) willful and material violation of the Company’s policies, including, but not limited to, those relating to sexual harassment and confidential information; (iii) willful misconduct in the performance of the executive’s duties for the Company; or (iv) willful failure or refusal to perform the executive’s material duties and responsibilities which is not remedied within ten days after written demand from the board of directors to remedy such failure or refusal.

~~(E)~~

Under the executive's change in control agreement, these amounts would be paid to the executive if his employment is terminated without cause, or he resigns for good reason, within 24 months of a change of control. Except for the retirement and life insurance benefits, these amounts would be paid in a single lump sum following termination of employment. The retirement benefit represents one additional year of benefit accrual or contribution credit, as applicable. The life insurance benefit represents the estimate value of coverage for one additional year.

~~(F)~~

See footnote (D) above for definition of "cause." Termination for "good reason" means (i) a material reduction in the executive’s position, duties, reporting relationships, responsibilities, authority, or status with the Company; (ii) a reduction in the executive’s base salary and target short term and long term incentive opportunities in effect on the date hereof or as the same may be increased from time to time; or (iii) a failure of the Company to comply with its obligations under the change in control agreement. A "change in control" means the first to occur of any of the following events: (i) any person or entity (excluding any person or entity affiliated with the Aditya Birla Group) is or becomes the beneficial owner, directly or indirectly through any parent entity of the Company or otherwise, of securities of the Company representing 35% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (the “Value or Vote of the Company”); provided, however, that a Change in Control shall not be deemed to have occurred in the event that (A) any person or entity becomes the beneficial owner of securities representing 50% or less of the Value or Vote of the Company through (i) an initial public offering, (ii) a secondary offering, (iii) a private placement of securities, (iv) a share exchange transaction, or (v) any similar share purchase transaction in which the Company or any of its affiliates issues securities (any such transaction, a “Share Issuance Transaction”); and (B) a person or entity’s beneficial ownership interest in the Value or Vote of the Company is diluted solely as a result of any Share Issuance Transaction; or (ii) the majority of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) the consummation of a merger or consolidation of the Company with any other entity not affiliated with the Aditya Birla Group, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, 50% or more of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person or entity is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person or entity any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution; or (v) the sale or disposition of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of its assets to a member of the Aditya Birla Group.


~~(G)~~	This amount is intended to assist the executive in paying post-employment health coverage and is equal to 12 months times the COBRA premium rate (except for Mr. Mayr, who will be covered under country-specific statutory benefits), grossed up for applicable taxes using an assumed tax rate of 40%. This amount would be paid in a single lump sum following termination of employment.


~~(H)~~	This amount represents the estimate value of one additional year of coverage under our group and executive life insurance plans (except for Mr. Pohl who would be covered under a broad-based severance program).


~~(I)~~	~~In the event of a Termination for Cause, all vested and unvested AIP and LTIP awards will be forfeited.~~

Director Compensation for Fiscal ~~2016~~2020

The Chairman of our board of directors is entitled to receive cash compensation equal to $250,000 per year, and the Chair of our Audit Committee is entitled to receive $175,000 per year. Each of our other directors is entitled to receive compensation equal to $150,000 per year, plus an additional $5,000 if he is a member of our Audit Committee. Directors’ fees are ordinarily paid in quarterly installments.

Since July 2008, our Chairman, Mr. Birla, has declined to receive the director compensation to which he is entitled.

All directors ~~continue to~~ receive reimbursement for ~~out‑of‑~~out of pocket expenses associated with attending board and Committee meetings. The table below sets forth the total compensation received by our ~~non‑employee~~ directors for fiscal ~~2016.~~

2020.



Name				Fees Earned or Paid in Cash ($)
Kumar Mangalam Birla				—
~~D. Bhattacharya~~		~~155,000~~
Askaran K. Agarwala			150,000
D. Bhattacharya				155,000
Clarence J. Chandran				155,000
Gary Comerford				37,500
Thomas M. Connelly				37,500
Satish Pai				150,000
Vikas Sehgal				37,500
Donald A. Stewart		~~175,000~~
~~Satish Pai~~	~~150,000~~175,000

Compensation Committee Interlocks and Insider Participation

In fiscal ~~2016, only Independent Directors served on the Committee.~~2020, Clarence J. Chandran was the Chairman of the Committee. The other Committee members during all or part of the year were Mr. D. Bhattacharya, Mr. Askaran Agarwala, and Mr. Satish Pai. During fiscal ~~2016,~~2020, none of our executive officers served as:

•a member of the Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Committee;

•a director of another entity, one of whose executive officers served on our Committee; or

~~Fiscal Year 2017 Incentive Compensation Plans~~

On May 5, 2016, our board of directors approved our fiscal 2017 annual incentive plan (2017 Executive AIP) and a long term incentive plan covering fiscal years 2017 through 2019 (2017 Executive LTIP). The target amounts for each plan for our named executive officers are as follows:

141

Executive
2017 Executive AIP Target
(as % of base salary)
2017 Executive LTIP Target
Awarded May 5, 2016 ($)
Steven Fisher 110 2,800,000
Steven Pohl 60 300,000
Erwin Mayr 65 700,000
Marco Palmieri 65 700,000
Leslie Parrette 70 700,000

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder ~~Matters~~Matters.

On May 15, 2007, the Company was acquired by Hindalco through its indirect wholly-owned subsidiary AV Metals Inc. pursuant to a plan of arrangement entered into on February 10, ~~2007 and approved by~~2007. Since the ~~Ontario Superior Court of Justice on May 14, 2007.~~

~~Subsequent to completion of the Arrangement~~acquisition was completed on May 15, 2007, all of our common shares ~~were~~have been indirectly held by Hindalco.

Item 13.Certain Relationships and Related Transactions, and Director ~~Independence~~Independence.

We maintain various policies and procedures that govern related party transactions. Pursuant to our Code of Conduct and our Code of Ethics for Senior Financial Officers, senior managers and directors of the company (a) must avoid any action that creates or appears to create, a conflict of interest between their own interest and the interest of the company, (b) cannot usurp corporate opportunities, and (c) must deal fairly with third parties. This policy is available on our website at www.novelis.com. In addition, we have enacted procedures to monitor related party transactions by (x) identifying possible related parties through questions in our director and officer questionnaires, (y) determining whether we receive payments from or make payments to any of the identified related parties, and (z) if we determine payments are made or received, researching the nature of the interactions between the company and the related parties and ensuring that the related person does not have an interest in the transaction with the company. The Audit Committee is responsible for reviewing material related party transactions that involve the company, one of our directors or executive officers or any of their immediate family members.

~~We have entered into~~See Note 9 – Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for more details related to various transactions with our parent company, Hindalco, and its ~~affiliates for the sale of products and services of less than $1 million in the aggregate and purchases of $5 million.~~affiliates. These transactions are not material to Novelis individually or in the aggregate. Because of the relationship four of our directors have with Hindalco, we consider these ~~sales~~transactions to be related party transactions.

142

Item 14.Principal Accountant Fees and ~~Services~~Services.

~~PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since our spin-off from Alcan on January 6, 2005.~~ The following table shows fees and expenses ~~paid~~billed to the Company by PricewaterhouseCoopers LLP for services rendered for the years ended March 31, ~~2016~~2020 and ~~2015:~~2019:


	March 31,
in millions	2020		2019
Audit fees⁽¹⁾	$	6.8	$	6.1
Audit-Related Fees⁽²⁾	—		0.1
Tax Fees⁽³⁾	0.2		0.5
All Other Fees⁽⁴⁾	0.1		0.1
Total	$	7.1	$	6.8

_________________________

March 31,
2016 2015
Audit fees (1) $ 6,292,273
$ 8,602,583
Audit-Related Fees (2) 235,235
50,000
Tax Fees (3) 70,004
131,137
All Other Fees (4) 52,029
71,541
Total $ 6,649,541
$ 8,855,261
(1)Represent fees for professional services rendered and expenses incurred for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Qs and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements for those fiscal periods.

(2)Represent fees for assurance related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." In the fiscal year ended March 31, 2020, there were no services provided that fall in this category. In the fiscal year ended March 31, 2019, this fee included consultations on accounting and disclosure matters. Note that the nature of such advice did not result in the principal auditor firm acting in a management function or providing services that were considered book-keeping in nature.


~~(1)~~	Represent fees for professional services rendered and expenses incurred for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Qs and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements for those fiscal periods.

~~(2)~~

Represent fees for assurance related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” In the fiscal year ended March 31, 2016, this fee includes consultations on accounting and disclosure matters as well as a quality assurance assessment of certain ERP functionalities. In the fiscal year ended March 31, 2015, this fee included consultations on accounting and disclosure matters. Note that the nature of such advice did not result in the principal auditor firm acting in a management function or providing services that were considered book-keeping in nature.


~~(3)~~	Represent fees for services related to transfer pricing studies. In the fiscal year ended March 31, 2015, this fee included fees for services related to transfer pricing studies and international tax consulting services.


~~(4)~~	~~Represent fees for services not included in the Audit, Audit Related, and Tax categories.~~

(3)In the fiscal year ended March 31, 2020, this includes procedures performed related to transfer pricing studies and tax consulting services. In the fiscal year ended March 31, 2019, this fee included procedures performed related to transfer pricing studies, customs valuations audits, and tax consulting services.

(4)In the fiscal year ended March 31, 2020 and March 31, 2019, this fee included attest services performed over the Company's application for energy credits, as well as for services not included in the Audit, Audit Related, and Tax categories.

Pre-Approval of Audit and Permissible Non-Audit Services

The charter of the Audit Committee provides that the Committee is responsible for the pre-approval of all audit and permissible non-audit services to be performed by the independent auditors. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. The policy gives detailed guidance to management as to the specific services that are eligible for general pre-approval and provides specific cost limits for certain services on an annual basis. Pursuant to the policy and the Audit Committee charter, the Audit Committee has granted to its chairman the authority to address any requests for pre-approval of individual services.

143

PART IV

Item 15.Exhibits, ~~and~~ Financial Statement ~~Schedules~~Schedules.

1. Financial Statement Schedules

None.

2. Exhibits



Exhibit No.			Description
2.1
~~2.1~~		Arrangement Agreement by and among Hindalco Industries Limited, AV Aluminum Inc. and Novelis Inc., dated as of February 10, 2007 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 13, 2007 (File No. 001-32312))
2.2			Agreement and Plan of Merger, dated as of July 26, 2018, among Novelis Inc., Novelis Acquisitions LLC, Aleris Corporation and OCM Opportunities ALS Holdings L.P. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 26, 2018 (File No. 001-323121))
3.1			Restated Certificate and Articles of Incorporation of Novelis Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 7, 2005 (File No. 001-32312))
3.2
~~3.2~~		Certificate and Articles of Amalgamation of Novelis Inc., dated March 31, 2016 (incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K filed May 10, 2016 (File No. 001-32312))
3.3
~~3.3~~		Novelis Inc. Amended and Restated Bylaws, adopted as of July 24, 2008 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on July 25, 2008 (File No. 001-32312))
4.1
~~4.1~~		Specimen Certificate of Novelis Inc. Common Shares (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 10-12B filed on December 27, 2004 (File No. 001-32312))
4.3
~~4.2~~		Indenture relating to the ~~8.375%~~5.875% Senior Notes due ~~2017,~~2026, dated ~~as of December 17, 2010,~~September 14, 2016, between Novelis Corporation, as issuer, Novelis Inc., as guarantor, the subsidiary guarantors named on the signature ~~pages~~page thereto and ~~The~~Regions Bank, ~~of New York Mellon Trust Company, N.A.,~~ as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on ~~December 17, 2010~~September 19, 2016 (File No. 001-32312))
4.4
~~4.3~~		Indenture relating to the ~~8.75%~~4.750% Senior Notes due ~~2020,~~2030, dated ~~as of December 17, 2010,~~January 16, 2020, between Novelis Corporation, as issuer, Novelis Inc., as guarantor, the subsidiary guarantors named on the signature ~~pages~~page thereto and ~~The~~Regions Bank ~~of New York Mellon Trust Company, N.A.,~~ as trustee (incorporated by reference to Exhibit ~~4.2~~4.1 to our Current Report on Form 8-K filed on ~~December 17, 2010~~January 16, 2020 (File No. ~~001-32312)~~001-323121))
10.1
~~4.4~~		~~Form of 8.375% Senior Note due 2017 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))~~

~~4.5~~	~~Form of 8.75% Senior Note due 2020 (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))~~

~~4.6~~	Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among the Company, the guarantor named on the signature page thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, S hort Term Credit Agreement, dated as of ~~December 7, 2011 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on~~ February ~~8, 2012 (File No. 001-32312))~~21, 2020, among Novelis Holdings Inc., as the Borrower, AV Metals Inc., as Holdings, the other Guarantors party thereto, Standard Chartered Bank, as Administrative Agent for the Lenders and the Lenders party thereto
10.2
~~4.7~~		~~Supplemental Indenture, relating~~ Increase Joinder Amendment to ~~the 8.75% Senior Notes due 2017, among the Company, the guarantor named on the signature page thereto and The Bank of New York Mellon Trust Company, N.A., as trustee,~~Credit Agreement, dated as of ~~December 7, 2011 (incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed on~~ February ~~8, 2012 (File No. 001-32312))~~



~~4.8~~	Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., Novelis Delaware LLC, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.20 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.9~~	~~Supplemental Indenture, relating to the 8.75% Senior Notes due~~21, 2020, among Novelis Inc., Novelis Delaware LLC, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.21 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.10~~	Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., 8018243 Canada Limited, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.22 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.11~~	Supplemental Indenture, relating to the 8.75% Senior Notes due 2020, among Novelis Inc., 8018243 Canada Limited, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.23 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.12~~	Supplemental Indenture, relating to the 8.75% Senior Notes due 2020, among Novelis Inc., Novelis Sheet Ingot GmbH and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 8, 2012 (incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed on August 14, 2012 (File No. 001-32312))

~~4.13~~	Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., Novelis Sheet Ingot GmbH and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 8, 2012 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on August 14, 2012 (File No. 001-32312))

~~10.1~~	$800 million asset-based lending credit facility dated as of December 17, 2010 among Novelis Inc., as Parent Borrower, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream HoldingsAcquisitions, LLC, as ~~U.S. Borrowers, Novelis UK Limited, AV Metals Inc., and~~borrower of the other loan parties from time to time party thereto, the lenders from time to time party thereto, the Collateral Agent, Bank of America, N.A., as Issuing Bank, U.S. Swingline Lender and Administrative Agent, The Royal Bank of Scotland plc, as European Swingline Lender, and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 8, 2011 (File No. 001-32312))

~~10.2~~	~~$1.5 billion term loan facility dated as of December 17, 2010 among~~Aleris Incremental Term Loans, Novelis Inc., as Borrower, AV Metals Inc., as Holdings, ~~and~~ the other ~~guarantors~~Loan Parties party thereto, ~~with~~ the lenders party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citibank, N.A., The Royal Bank of Scotland PLC and UBS AG, Stamford Branch, as co-documentation agents, and Merrill Lynch, Pierce, Fenner and Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and Merrill Lynch, Pierce, Fenner and Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC, as joint bookrunners (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on February 8, 2011 (File No. 001-32312))

~~10.3~~	Third Increase Joinder Amendment ~~No. 1~~ to Credit Agreement, dated as of ~~March 10, 2011,~~February 21, 2020, among Novelis Acquisitions, LLC, as borrower of the Aleris Incremental Term Loans, Novelis Inc., as Borrower, AV Metals Inc., as Holdings, the other Loan Parties party thereto, the Third Party Security Provider, Standard Chartered Bank, as Administrative Agent for the Lenders, and the Lenders Party thereto Security Provider, Standard Chartered Bank, as Administrative Agent for the Lenders, and the Lenders Party thereto
10.3		Amendment No. 4 to Second Amended and Restated Credit Agreement, dated February 21, 2020, among Novelis Inc., as ~~borrower, AV Metals Inc.,~~Canadian Borrower, Novelis Corporation, as ~~holdings, and~~a U.S. Borrower, the other ~~loan parties~~U.S. Subsidiaries of Canadian Borrower party thereto ~~the lenders party thereto, Bank of America, N.A.,~~ as ~~administrative agent, and Merrill Lynch, Pierce, Fenner and Smith Incorporated, Citigroup Global Markets Inc. and UBS Securities LLC,~~U.S. Borrowers, Novelis UK Ltd, as ~~joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 14, 2011 (File No. 001-32312))~~

~~10.4~~	~~Amendment No. 2 to Credit Facility, dated~~a U.K. Borrower, Novelis AG, as ~~of October 12, 2012, by and among~~a Swiss Borrower, Novelis ~~Inc.,~~Deutschland GMBH, as a German Borrower, AV Metals Inc., the ~~Subsidiary~~other Guarantors party thereto, the Third Party Security Provider, the Lenders party thereto, ~~Novelis Italia S.P.A. and~~Wells Fargo Bank, ~~of America, N.A.~~National Association, as Administrative Agent, ~~(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 6, 2012 (File No. 001-32312))~~

Collateral Agent, and U.S. Swingline Lender, Wells Fargo Bank, N.A. (London Branch), as European Swingline Lender and the Issuing Banks party thereto


10.4*

~~10.5~~	~~Amendment No. 3 to Credit Facility, dated as of March 5, 2013, by and among~~ Novelis Inc.~~, AV Metals, Inc., the Subsidiary Guarantors Party thereto, Novelis Italia S.P.A. and Bank of America, N.A. as Administrative Agent~~ Change in Control Severance Plan (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on May ~~15, 2013~~8, 2019 (File No. ~~001-32312)~~001-323121))
10.5*
~~10.6~~		Intercreditor Agreement dated as of December 17, 2010 by and among Novelis Inc., Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis UK Limited, AV Metals Inc., and the subsidiary guarantors party thereto, as grantors, Bank of America, N.A., as revolving credit administrative agent, revolving credit collateral agent, Term Loan administrative agent, and Term Loan collateral agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on February 8, 2011 (File No. 001-32312))

~~10.7~~	Security Agreement made by Novelis Inc., as Parent Borrower, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, as U.S. Borrowers and the guarantors from time to time party thereto in favor of Bank of America, N.A., as collateral agent dated as of December 17, 2010 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on February 8, 2011) (File No. 001-32312))

~~10.8~~	Security Agreement made by Novelis Inc., as the Borrower and the guarantors from time to time party thereto in favor of Bank of America, N.A., as collateral agent dated as of December 17, 2010 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on February 8, 2011) (File No. 001-32312))

~~10.9~~	$225 million Increase Joinder Agreement dated as of December 7, 2011 among Novelis, Inc., AV Metals Inc. The Third Party Security Providers named therein and Bank of America, N.A., as Administrative Agent under the Credit Agreements (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 8, 2012 (File No. 001-32312))

~~10.10~~	Increase Joinder Agreement, dated as of October 12, 2012, by and among Novelis Inc., AV Metals Inc., the Subsidiary Guarantors party thereto, Bank of America, N.A., as Administrative Agent and the Lenders Signatory thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report filed on November 6, 2012 (File No. 001-32312))

~~10.11~~	Amended and Restated Credit Agreement dated as of May 13, 2013 among Novelis Inc. and subsidiary borrowers party thereto, guarantors party thereto, Wells Fargo as Administrative Agent and the Lenders signatory thereto (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))

~~10.12~~	Second Amended and Restated Credit Agreement dated as of October 6, 2014, by and among Novelis Inc. and other borrowers and guarantors party thereto and Wells Fargo Bank, National Association as Administrative Agent, Collateral Agent, Issuing Bank and U.S. Swingline Lender and other lenders party thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

~~10.13~~	Supplemental Indenture, dated as of July 30, 2013, among Novelis MEA Ltd, Novelis Inc., and The Bank of New York Mellon Trust Company N.A., as Trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

~~10.14~~	Supplemental Indenture, dated as of July 30, 2013, among Novelis MEA Ltd, Novelis Inc., and The Bank of New York Mellon Trust Company N.A., as Trustee (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

10.15**	Metal Supply Agreement between Novelis Inc., as Purchaser, and Rio Tinto Alcan Inc., as Supplier, for the supply of sheet ingot in North America, dated October 26, 2011(incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))



10.16*	Form of Indemnity Agreement between Novelis Inc. and Members of the Board of Directors of Novelis Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 21, 2007 (File No. 001-32312))
10.6*
10.17*		Form of Indemnity Agreement between Novelis Inc. and certain executive officers dated as of June 27, 2007 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 28, 2007 (File No. 001-32312))

10.18*	~~Form of Change in Control Agreement between Novelis Inc. and certain executive officers~~

10.19*	~~Form of Change in Control Agreement between Novelis Inc. and certain executive officers~~

10.20*	Form of Severance Agreement (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on July 1, 2009 (File No. 001-32312))
10.7*
10.21*	~~Novelis 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 26, 2011 (File No. 001-32312))~~

10.22*	~~Novelis Inc. 2013 Long-Term Incentive Plan (incorporated by reference into Exhibit 10.1 to our Current Report on Form 8-K filed on May 25, 2012 (File No. 001-32312))~~

10.23*	~~Novelis Inc. Long-Term Incentive Plans Amendment dated May 13, 2013 (incorporated by reference to Exhibit 10.44 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))~~

10.24*	Novelis Inc. Fiscal Year 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))
10.8*
10.25*	Novelis Inc. Fiscal Year 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K filed on May 16, 2014 (File No. 001-32312))

144


10.9*
10.26*		Novelis Inc. Fiscal Year 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))
10.10*
10.27*		Novelis Inc. Fiscal Year 2017 Executive Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed May 10, 2016 (File No. 001-32312))
10.11*
10.28*		Novelis Inc. Fiscal Year ~~2013 Annual Incentive Plan (incorporated by reference into Exhibit 10.2 to our Current Report on Form 8-K filed on May 25, 2012 (File No. 001-32312))~~

10.29*	~~Novelis Inc. Fiscal Year 2014 Annual~~2018 Executive Long Term Incentive Plan (incorporated by reference to Exhibit ~~10.43~~10.14 to our Annual Report on Form 10-K filed on May ~~15, 2013~~10, 2017 (File No. 001-32312))
10.12*
10.30*		Novelis Inc. Fiscal Year ~~2015 Annual~~2019 Executive Long Term Incentive Plan (incorporated by reference to Exhibit ~~10.35~~10.13 to our Annual Report on Form 10-K filed on May ~~16, 2014~~8, 2018 (File No. 001-32312))
10.13*
10.31*		Novelis Inc. Fiscal Year ~~2016 Annual~~2020 Executive Long Term Incentive Plan (incorporated by reference to Exhibit ~~10.36~~10.14 to our Annual Report on Form 10-K filed on May ~~12, 2015~~8, 2019 (File No. ~~001-32312)~~001-323121))
10.14*
10.32*		Novelis Inc. Fiscal Year ~~2017~~2019 Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed on May 8, 2018 (File No. 001-32312))
10.15*			Novelis Inc. Fiscal Year 2020 Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on May 8, 2019 (File No. 001-323121))
10.3310.16			Novelis Supplementary Pension Plan dated January 1, 2012 ((incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))


10.17*

10.34*	Employment Agreement between Philip Martens and Novelis Inc., dated as of April 11, 2009 (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K filed on June 29, 2009 (File No. 001-32312))

10.35*	Retention Agreement between Novelis Inc. and Philip Martens, dated as of May 13, 2013 (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K filed on May 16, 2014 (File No. 001-32312))

10.36*	Separation and Release Agreement between Novelis Inc. and Philip Martens, dated April 23, 2015 ((incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))

10.37*	Employment Agreement between Novelis Inc. and Steven Fisher dated August 10, 2015 (incorporated by reference to Exhibit 10.1 to our ~~Current~~Quarterly Report on Form ~~8-K~~10-Q filed on ~~May 21, 2007 and our Current Report on Form 8-K/A filed on August 15, 2007~~November 9, 2015 (File No. 001-32312))
10.18*
10.38*		Employment Agreement between Novelis Inc. and Antonio Tadeu Coelho Nardocci dated September 4, 2009 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A filed on September 9, 2009 (File No. 001-32312))
10.19*
10.39*		Employment Agreement between Novelis Inc. and ~~Erwin Mayr,~~Devinder Ahuja, dated as of ~~September 17, 2009 (incorporated by reference in Exhibit 10.29 of our Annual Report on Form 10-K filed May 26, 2011) File No. 001-32312))~~

10.40*	~~Employment Agreement between Novelis do Brasil Ltda. and Marco Antonio Palmieri dated August 8, 2011~~June 6, 2016 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on ~~November 9, 2011~~August 5, 2016 (File No. 001-32312))
10.20*
10.41*		Employment Agreement between Novelis Inc. and ~~Shashi Maudgal~~Marco Antonio Palmieri dated ~~February 23, 2012 ((~~June 16, 2017 (incorporated by reference to Exhibit ~~10.32~~10.19 to our Annual Report on Form 10-K filed on May ~~24, 2012~~8, 2018 (File No. 001-32312))
10.21*			Retention Award Letter to Marco Palmieri dated June 16, 2017 (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K filed on May 8, 2018 (File No. 0 01-32312))
10.4210.22			Employment Agreement between Novelis Inc. and Sachin Satpute dated as of April 28, 2016 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 5, 2016 (File No. 001-32312))
10.23*			Employment Agreement between Novelis Inc. and Emilio Braghi, dated as of July 22, 2016 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 5, 2016 (File No. 001-32312))
10.24*			Employment Agreement between Novelis Inc. and Leslie J. Parrette, Jr., dated September 21, 2009 ((incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))
10.25*
10.43*	~~Retention Award Letter to Steven Fisher, dated July 1, 2014 ((incorporated by reference to Exhibit 10.47 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.44*	~~Retention Award Letter to Marco Palmieri, dated July 1, 2014 ((incorporated by reference to Exhibit 10.48 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.45*	~~Retention Award Letter to Erwin Mayr, dated July 1, 2014 ((incorporated by reference to Exhibit 10.49 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.46*	~~Retention Award Letter to~~ Severance and Release Agreement between Novelis Inc. and Leslie J. Parrette, Jr., dated ~~July 1, 2014 ((incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~March 20, 2020
21.1
10.47*		~~Retention Award Letter to Marco Palmieri, dated June 2015~~

10.48*	~~Retention Award Letter to Erwin Mayr, dated June 2015~~

10.49*	~~Retention Award Letter to Leslie J. Parrette, Jr. dated June 2015~~




10.50*	~~Recognition Award Letter to Steven E. Pohl, dated June 18, 2015~~

10.51*	~~Retention Award Letter to Steven E. Pohl dated June 2015~~

~~21.1~~	List of Subsidiaries of Novelis Inc.
31.1
~~31.1~~		Section 302 Certification of Principal Executive Officer
31.2
~~31.2~~		Section 302 Certification of Principal Financial Officer
32.1
~~32.1~~		Section 906 Certification of Principal Executive Officer
32.2
~~32.2~~		Section 906 Certification of Principal Financial Officer
101.INS
~~101.INS~~		XBRL Instance Document
101.SCH
~~101.SCH~~		XBRL Taxonomy Extension Schema Document
101.CAL
~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase
101.DEF
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase
101.LAB
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase
101.PRE
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase



*						Indicates a management contract or compensatory plan or arrangement.

145



**	~~Confidential treatment requested for certain portions of this Exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.~~

Item 16.Form 10-K Summary.

None.

146

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



			NOVELIS INC.
			By:						/s/ Steven Fisher
			Name:						Steven Fisher
			Title:						President and Chief Executive Officer
			Date:						May 7, 2020

~~Date: May 10, 2016~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Steven Fisher

(Principal Executive Officer)

~~Date~~Date: May ~~10, 2016~~7, 2020

Steven Fisher

/s/ ~~Steven E. Pohl~~ Devinder Ahuja

(Principal Financial Officer)

~~Date~~Date: May ~~10, 2016~~7, 2020

~~Steven E. Pohl~~Devinder Ahuja

/s/ Stephanie Rauls

(Principal Accounting Officer)

~~Date~~Date: May ~~10, 2016~~7, 2020

Stephanie Rauls

/s/ Kumar Mangalam Birla

(Chairman of the Board of Directors)

~~Date~~Date: May ~~10, 2016~~7, 2020

Kumar Mangalam Birla

~~/s/ Askaran Agarwala~~

~~(Director)~~

~~Date May 10, 2016~~

~~Askaran Agarwala~~

~~/s/ Debnarayan Bhattacharya~~

~~(Director)~~

~~Date May 10, 2016~~

~~Debnarayan Bhattacharya~~

~~/s/ Clarence J. Chandran~~

~~(Director)~~

~~Date May 10, 2016~~

~~Clarence J. Chandran~~

~~/s/ Donald A. Stewart~~

~~(Director)~~

~~Date May 10, 2016~~

~~Donald A. Stewart~~

~~/s/ Satish Pai~~

~~(Director)~~

~~Date May 10, 2016~~

~~Satish Pai~~

~~EXHIBIT INDEX~~

~~Exhibit~~

~~No.~~

~~Description~~

/s/ Debnarayan Bhattacharya

(Director)

Date: May 7, 2020

~~2.1~~Debnarayan Bhattacharya

Arrangement Agreement by and among Hindalco Industries Limited, AV Aluminum Inc. and Novelis Inc., dated as of February 10, 2007 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 13, 2007 (File No. 001-32312))

~~3.1~~

~~Restated Certificate and Articles of Incorporation of Novelis Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 7, 2005 (File No. 001-32312))~~

~~3.2~~

~~Certificate and Articles of Amalgamation of Novelis Inc., dated March 31, 2016~~

~~3.3~~

~~Novelis Inc. Amended and Restated Bylaws, adopted as of July 24, 2008 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on July 25, 2008 (File No. 001-32312))~~

~~4.1~~

~~Specimen Certificate of Novelis Inc. Common Shares (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 10-12B filed on December 27, 2004 (File No. 001-32312))~~

~~4.2~~

Indenture, relating to the 8.375% Senior Notes due 2017, dated as of December 17, 2010, between Novelis Inc., the guarantors named on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))

~~4.3~~

Indenture, relating to the 8.75% Senior Notes due 2020, dated as of December 17, 2010, between Novelis Inc., the guarantors named on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))

~~4.4~~

~~Form of 8.375% Senior Note due 2017 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))~~

~~4.5~~

~~Form of 8.75% Senior Note due 2020 (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on December 17, 2010 (File No. 001-32312))~~

~~4.6~~

Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among the Company, the guarantor named on the signature page thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of December 7, 2011 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on February 8, 2012 (File No. 001-32312))

~~4.7~~

Supplemental Indenture, relating to the 8.75% Senior Notes due 2017, among the Company, the guarantor named on the signature page thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of December 7, 2011 (incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed on February 8, 2012 (File No. 001-32312))

~~4.8~~

Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., Novelis Delaware LLC, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.20 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.9~~

Supplemental Indenture, relating to the 8.75% Senior Notes due 2020, among Novelis Inc., Novelis Delaware LLC, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.21 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.10~~/s/ Clarence J. Chandran

Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., 8018243 Canada Limited, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.22 to our Annual Report on Form 10-K filed on(Director)

Date: May ~~24, 2012 (File No. 001-32312))~~

7, 2020

Clarence J. Chandran

~~4.11~~

Supplemental Indenture, relating to the 8.75% Senior Notes due 2020, among Novelis Inc., 8018243 Canada Limited, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 27, 2012 (incorporated by reference into Exhibit 4.23 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

~~4.12~~

Supplemental Indenture, relating to the 8.75% Senior Notes due 2020, among Novelis Inc., Novelis Sheet Ingot GmbH and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 8, 2012 (incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed on August 14, 2012 (File No. 001-32312))

~~4.13~~

Supplemental Indenture, relating to the 8.375% Senior Notes due 2017, among Novelis Inc., Novelis Sheet Ingot GmbH and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 8, 2012 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on August 14, 2012 (File No. 001-32312))

~~10.1~~

$800 million asset-based lending credit facility dated as of December 17, 2010 among Novelis Inc., as Parent Borrower, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, as U.S. Borrowers, Novelis UK Limited, AV Metals Inc., and the other loan parties from time to time party thereto, the lenders from time to time party thereto, the Collateral Agent, Bank of America, N.A., as Issuing Bank, U.S. Swingline Lender and Administrative Agent, The Royal Bank of Scotland plc, as European Swingline Lender, and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 8, 2011 (File No. 001-32312))

~~10.2~~

$1.5 billion term loan facility dated as of December 17, 2010 among Novelis Inc., as Borrower, AV Metals Inc., as Holdings, and the other guarantors party thereto, with the lenders party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citibank, N.A., The Royal Bank of Scotland PLC and UBS AG, Stamford Branch, as co-documentation agents, and Merrill Lynch, Pierce, Fenner and Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and Merrill Lynch, Pierce, Fenner and Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC, as joint bookrunners (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on February 8, 2011 (File No. 001-32312))

~~10.8~~

Security Agreement made by Novelis Inc., as the Borrower and the guarantors from time to time party thereto in favor of Bank of America, N.A., as collateral agent dated as of December 17, 2010 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on February 8, 2011) (File No. 001-32312))

~~10.9~~

$225 million Increase Joinder Agreement dated as of December 7, 2011 among Novelis, Inc., AV Metals Inc. The Third Party Security Providers named therein and Bank of America, N.A., as Administrative Agent under the Credit Agreements (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 8, 2012 (File No. 001-32312))

~~10.10~~

Increase Joinder Agreement, dated as of October 12, 2012, by and among Novelis Inc., AV Metals Inc., the Subsidiary Guarantors party thereto, Bank of America, N.A., as Administrative Agent and the Lenders Signatory thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report filed on November 6, 2012 (File No. 001-32312))

~~10.11~~

Amended and Restated Credit Agreement dated as of May 13, 2013 among Novelis Inc. and subsidiary borrowers party thereto, guarantors party thereto, Wells Fargo as Administrative Agent and the Lenders signatory thereto (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))

~~10.12~~/s/ Gary Comerford

Second Amended and Restated Credit Agreement dated as of October 6, 2014, by and among Novelis Inc. and other borrowers and guarantors party thereto and Wells Fargo Bank, National Association as Administrative Agent, Collateral Agent, Issuing Bank and U.S. Swingline Lender and other lenders party thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

(Director)

Date: May 7, 2020

Gary Comerford

~~10.13~~

Supplemental Indenture, dated as of July 30, 2013, among Novelis MEA Ltd, Novelis Inc., and The Bank of New York Mellon Trust Company N.A., as Trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

/s/ Dr. Thomas M. Connelly, Jr.

(Director)

Date: May 7, 2020

~~10.14~~Dr. Thomas M. Connelly, Jr.

Supplemental Indenture, dated as of July 30, 2013, among Novelis MEA Ltd, Novelis Inc., and The Bank of New York Mellon Trust Company N.A., as Trustee (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32312))

10.15**

/s/ Satish Pai

Metal Supply Agreement between Novelis Inc., as Purchaser, and Rio Tinto Alcan Inc., as Supplier, for the supply of sheet ingot in North America, dated October 26, 2011(incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed on(Director)

Date: May ~~24, 2012 (File No. 001-32312))~~7, 2020

Satish Pai

10.16*

Form of Indemnity Agreement between Novelis Inc. and Members of the Board of Directors of Novelis Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 21, 2007 (File No. 001-32312))

/s/ Vikas Sehgal

(Director)

Date: May 7, 2020

10.17*

Vikas Sehgal

Form of Indemnity Agreement between Novelis Inc. and certain executive officers dated as of June 27, 2007 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 28, 2007 (File No. 001-32312))

10.18*

~~Form of Change in Control Agreement between Novelis Inc. and certain executive officers~~

10.19*

~~Form of Change in Control Agreement between Novelis Inc. and certain executive officers~~

10.20*

~~Form of Severance Agreement (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on July 1, 2009 (File No. 001-32312))~~

10.21*

~~Novelis 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 26, 2011 (File No. 001-32312))~~

10.22*

~~Novelis Inc. 2013 Long-Term Incentive Plan (incorporated by reference into Exhibit 10.1 to our Current Report on Form 8-K filed on May 25, 2012 (File No. 001-32312))~~

10.23*

~~Novelis Inc. Long-Term Incentive Plans Amendment dated May 13, 2013 (incorporated by reference to Exhibit 10.44 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))~~

10.24*

~~Novelis Inc. Fiscal Year 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))~~

10.25*

~~Novelis Inc. Fiscal Year 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K filed on May 16, 2014 (File No. 001-32312))~~

10.26*

~~Novelis Inc. Fiscal Year 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.27*

~~Novelis Inc. Fiscal Year 2017 Executive Long-Term Incentive Plan~~




10.28*		~~Novelis Inc. Fiscal Year 2013 Annual Incentive Plan (incorporated by reference into Exhibit 10.2 to our Current Report on Form 8-K filed on May 25, 2012 (File No. 001-32312))~~

10.29*		~~Novelis Inc. Fiscal Year 2014 Annual Incentive Plan (incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on May 15, 2013 (File No. 001-32312))~~

10.30*		~~Novelis Inc. Fiscal Year 2015 Annual Incentive Plan (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K filed on May 16, 2014 (File No. 001-32312))~~

10.31*		~~Novelis Inc. Fiscal Year 2016 Annual Incentive Plan (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.32*		~~Novelis Inc. Fiscal Year 2017 Executive Annual Incentive Plan~~

10.33*		~~Novelis Supplementary Pension Plan dated January 1, 2012 ((incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))~~

10.34*		Employment Agreement between Philip Martens and Novelis Inc., dated as of April 11, 2009 (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K filed on June 29, 2009 (File No. 001-32312))

10.35*		Retention Agreement between Novelis Inc. and Philip Martens, dated as of May 13, 2013 (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K filed on May 16, 2014 (File No. 001-32312))

10.36*		Separation and Release Agreement between Novelis Inc. and Philip Martens, dated April 23, 2015 ((incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))

10.37*		Employment Agreement between Novelis Inc. and Steven Fisher (incorporated by reference to our Current Report on Form 8-K filed on May 21, 2007 and our Current Report on Form 8-K/A filed on August 15, 2007 (File No. 001-32312))

10.38*		Employment Agreement between Novelis Inc. and Antonio Tadeu Coelho Nardocci dated September 4, 2009 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A filed on September 9, 2009 (File No. 001-32312))

10.39*		Employment Agreement between Novelis Inc. and Erwin Mayr, dated as of September 17, 2009 (incorporated by reference in Exhibit 10.29 of our Annual Report on Form 10-K filed May 26, 2011) File No. 001-32312))

10.40*		Employment Agreement between Novelis do Brasil Ltda. and Marco Antonio Palmieri dated August 8, 2011 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32312))

10.41*		Employment Agreement between Novelis Inc. and Shashi Maudgal dated February 23, 2012 ((incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K filed on May 24, 2012 (File No. 001-32312))

10.42*		Employment Agreement between Novelis Inc. and Leslie J. Parrette, dated September 21, 2009 ((incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))

10.43*		~~Retention Award Letter to Steven Fisher, dated July 1, 2014 ((incorporated by reference to Exhibit 10.47 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

/s/ Donald A. Stewart

(Director)

Date: May 7, 2020

10.44*Donald A. Stewart

~~Retention Award Letter to Marco Palmieri, dated July 1, 2014 ((incorporated by reference to Exhibit 10.48 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.45*

~~Retention Award Letter to Erwin Mayr, dated July 1, 2014 ((incorporated by reference to Exhibit 10.49 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.46*

~~Retention Award Letter to Leslie J. Parrette, dated July 1, 2014 ((incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K filed on May 12, 2015 (File No. 001-32312))~~

10.47*

~~Retention Award Letter to Marco Palmieri, dated June 2015~~

10.48*

~~Retention Award Letter to Erwin Mayr, dated June 2015~~

10.49*

~~Retention Award Letter to Leslie J. Parrette, Jr., dated June 2015~~

10.50*

~~Recognition Award Letter to Steven E. Pohl, dated June 18, 2015~~

10.51*

~~Retention Award Letter to Steven E. Pohl, dated June 2015~~

~~21.1~~

~~List of Subsidiaries of Novelis Inc.~~

~~31.1~~

~~Section 302 Certification of Principal Executive Officer~~

~~31.2~~

~~Section 302 Certification of Principal Financial Officer~~

~~32.1~~

~~Section 906 Certification of Principal Executive Officer~~

~~32.2~~

~~Section 906 Certification of Principal Financial Officer~~

~~101.INS~~

~~XBRL Instance Document~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~

~~XBRL Taxonomy Extension Calculation Linkbase~~

~~101.DEF~~

~~XBRL Taxonomy Extension Definition Linkbase~~

~~101.LAB~~

~~XBRL Taxonomy Extension Label Linkbase~~

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation Linkbase~~

147



*	~~Indicates a management contract or compensatory plan or arrangement.~~



**	~~Confidential treatment requested for certain portions of this Exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.~~

~~179~~



Canada						98-0442987
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification ~~Number)~~ No.)

3560 Lenox Road, Suite 2000 Atlanta, GA						30326
(Address of principal executive offices)						(Zip Code)




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA	3

PART I
Item 1. Business.		45
Item 1A. Risk Factors.		15
Item 1B. Unresolved Staff Comments.		2322
Item 2. Properties.		23
Item 3. Legal Proceedings.		2624
Item 4. Mine Safety Disclosures.		2624
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.		2725
Item 6. Selected Financial Data.		2725
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2826
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		6049
Item 8. Financial Statements and Supplementary Data.		6452
Item 9. Changes In i n and Disagreements With Accountants On o n Accounting and Financial Disclosure.		~~143~~121
Item 9A. Controls and Procedures.		~~143~~121
Item 9B. Other Information.		~~143~~121
PART III
Item 10. Directors, Executive Officers and Corporate Governance.		~~144~~122
Item 11. Executive Compensation.		~~148~~128
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.		~~165~~142
Item 13. Certain Relationships and Related Transactions and Director Independence.		~~166~~142
Item 14. Principal Accountant Fees and Services.		~~167~~143
PART IV
I~~tem~~Item 15. Exhibits ~~and~~ ,Financial Statement Schedules.		~~168~~144
Item 16. Form 10-K Summary.		146

SIGNATURES		147


Period	At Period End	Average Rate⁽¹⁾	High	Low
Fiscal Year Ended March 31, 2016	1.2978	1.3115	1.4015	1.2065
Fiscal Year Ended March 31, 2017	1.3289	1.3137	1.3439	1.2542
Fiscal Year Ended March 31, 2018	1.2889	1.2826	1.3667	1.2305
Fiscal Year Ended March 31, 2019	1.3360	1.3141	1.3657	1.2824
Fiscal Year Ended March 31, 2020	1.4245	1.3333	1.4245	1.2969



Period	At Period End	Average Rate(A)	High	Low
Year Ended March 31, 2012	0.9973	0.9922	1.0433	0.9510
Year Ended March 31, 2013	1.0160	1.0030	1.0334	0.9601
Year Ended March 31, 2014	1.1044	1.0577	1.1127	1.0074
Year Ended March 31, 2015	1.2666	1.1467	1.2681	1.0665
Year Ended March 31, 2016	1.2978	1.3115	1.4015	1.2065



North America		Asia
Alcoa, Inc. (Alcoa)		~~Alcoa Bohai Aluminum Industries Co., Ltd~~Arconic
~~Aleris International,~~Arconic Inc. ~~(Aleris)~~(Arconic)		~~UACJ Corporation~~
~~Constellium N.V. (Constellium)~~	~~Kobe Steel Ltd.~~
~~Noranda Aluminum, Inc.~~	~~Shandong Nanshan Aluminum Co., Ltd~~
~~UACJ Corporation/ Tri-Arrows Aluminum Inc. (Tri-Arrows)~~	~~Chinalco Group~~
	~~Henan Mingtai Aluminum Industrial Co., Ltd~~
~~Europe~~	~~Henan Zhongfu Industrial Co., Ltd~~
~~Alcoa~~	Binzhou Weiqiao Aluminium Science & Technology Co., ~~Ltd~~Ltd.
~~Aleris~~Constellium N.V. (Constellium)		China Zhongwang Holdings Limited
~~Norsk Hydro A.S.A.~~Golden Aluminum		Chinalco Group
~~Constellium~~Gränges AB		~~South America~~Henan Mingtai Aluminum Industrial Co., Ltd.
Ma'aden - Saudi Arabian Mining Company		~~Alcoa~~Henan Zhongfu Industrial Co., Ltd.
Shandong Nanshan Aluminum Co., Ltd.		Kobe Steel Ltd. (Kobe)
UACJ Corporation/ Tri-Arrows Aluminum Inc. (Tri-Arrows)		Shandong Nanshan Aluminum Co., Ltd.
		Southwest Aluminum (Group) Co., Ltd.
Europe		UACJ Corporation
AMAG Austria Metall AG
Arconic		South America
Constellium		Arconic
Elval Hellenic Aluminium Industry S.A.		Companhia Brasileira de Alumínio
Henan Zhongfu Industrial Co., Ltd.		Hulamin Limited
Norsk Hydro A.S.A.		Norsk Hydro A.S.A.
Shandong Nanshan Aluminum Co., Ltd.		Shandong Nanshan Aluminum Co., Ltd.



ý	~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~



¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


~~(A)~~	~~This represents the average of the 16:00 GMT buying rates on the last day of each month during the period.~~


	Fiscal Year Ended March 31,
Net sales in millions/shipments in kt	2020		2019		2018
Consolidated
Net sales	$	11,217	$	12,326	$	11,462
Total shipments	3,429		3,419		3,333
North America⁽¹⁾
Net sales	$	4,118	$	4,581	$	3,951
Total shipments	1,155		1,150		1,090
Europe⁽¹⁾
Net sales	$	3,095	$	3,376	$	3,447
Total shipments	940		941		938
Asia⁽¹⁾
Net sales	$	1,969	$	2,190	$	2,110
Total shipments	724		729		719
South America⁽¹⁾
Net sales	$	1,904	$	2,091	$	1,931
Total shipments	675		663		653



Net sales in millions	Year Ended March 31,
Shipments in kilotonnes	2016		2015		2014
Consolidated
Net sales	$	9,872	$	11,147	$	9,767
Total shipments	3,325		3,374		3,061
North America(A)
Net sales	$	3,266	$	3,483	$	3,050
Total shipments	1,049		1,030		994
Europe(A)
Net sales	$	3,223	$	3,783	$	3,280
Total shipments	1,076		1,153		977
Asia(A)
Net sales	$	1,992	$	2,340	$	1,876
Total shipments	770		770		640
South America(A)
Net sales	$	1,575	$	1,850	$	1,588
Total shipments	569		583		534


~~(A)~~	"Net sales" and "Total shipments" by segment include intersegment sales and the results of our affiliates on a proportionately consolidated basis, which is consistent with the way we manage our business segments.



Beverage and Food Cans			Automotive
Anheuser-Busch ~~LLC~~InBev			BMW Group
~~Affiliates of Ball Corporation (A)~~Ardagh Group			~~Daimler Group~~Chery Jaguar Land Rover
Ball Corporation	Daimler Group
Can-Pack S.A.			Fiat Chrysler Automobiles N.V.
Crown ~~Cork & Seal Company~~Holdings Inc.			Ford Motor Company
~~Rexam Plc (A)~~PepsiCo			General Motors LLC
Various bottlers of the Coca-Cola System	Hyundai Motors Corporation
	Jaguar Land Rover Limited
		~~Volkswagen Group~~
Construction, Industrial and Other		NIO
~~Lotte Aluminum Co. Ltd.~~Agfa Graphics			~~Electronics~~Volkswagen Group
Aluflexpack
Amcor	Electronics
Facchini S.A.	LG International Corporation
Feron	Samsung Electronics Co., Ltd.
Klöckner Metals
Lotte Aluminium Co., Ltd.
Prefa
Reynolds Consumer Products LLC			~~LG International Corporation~~
Ryerson Inc.
ThyssenKrupp	~~Samsung Electronics Co., Ltd~~



Employees	North America	Europe	Asia	South America	Total
March 31, 2016	3,430	4,970	2,020	1,550	11,970
March 31, 2015	3,210	4,890	1,970	1,490	11,560



(in millions, except shipments which are in kt)
	Three Months Ended												Year Ended			Three Months Ended												Year Ended
	Jun 30, 2014			Sept 30, 2014			Dec 31, 2014			Mar 31, 2015			Mar 31, 2015			Jun 30, 2015			Sept 30, 2015			Dec 31, 2015			Mar 31, 2016			Mar 31, 2016
Net sales	$	2,680		$	2,831		$	2,847		$	2,789		$	11,147		$	2,634		$	2,482		$	2,354		$	2,402		$	9,872
Percentage increase (decrease) in net sales versus comparable previous year period	12		%	17		%	18		%	9		%	14		%	(2		)%	(12		)%	(17		)%	(14		)%	(11		)%
Rolled product shipments:
North America	249			260			255			243			1,007			261			269			253			249			1,032
Europe	246			234			218			240			938			252			250			232			244			978
Asia	188			186			198			196			768			193			187			193			187			760
South America	114			116			129			131			490			107			117			132			134			490
Eliminations	(27		)	(31		)	(43		)	(52		)	(153		)	(45		)	(35		)	(31		)	(26		)	(137		)
Total	770			765			757			758			3,050			768			788			779			788			3,123

The following summarizes the percentage increase (decrease) in rolled product shipments versus the comparable previous year period:
North America	5		%	9		%	9		%	(2		)%	5		%	5		%	3		%	(1		)%	2		%	2		%
Europe	6		%	4		%	3		%	(1		)%	3		%	2		%	7		%	6		%	2		%	4		%
Asia	16		%	19		%	20		%	25		%	20		%	3		%	1		%	(3		)%	(5		)%	(1		)%
South America	24		%	7		%	5		%	6		%	10		%	(6		)%	1		%	2		%	2		%	—		%
Total	9		%	7		%	5		%	1		%	5		%	—		%	3		%	3		%	4		%	2		%




							Percent Change
	Year Ended March 31,						Year Ended March 31, 2016 versus March 31, 2015		Year Ended March 31, 2015 versus March 31, 2014
	2016		2015		2014		Year Ended March 31, 2016 versus March 31, 2015		Year Ended March 31, 2015 versus March 31, 2014
Weighted average Local Market Premium (per metric tonne, and presented in U.S. dollars)	$	194	$	464	$	281	(58	)%	65	%



	Exchange Rate as of March 31,			Average Exchange Rate Year Ended March 31,
	2016	2015	2014	2016	2015	2014
U.S. dollar per Euro	1.139	1.075	1.378	1.102	1.256	1.344
Brazilian real per U.S. dollar	3.559	3.208	2.263	3.624	2.504	2.261
South Korean won per U.S. dollar	1,154	1,105	1,069	1,158	1,059	1,090
Canadian dollar per U.S. dollar	1.298	1.267	1.104	1.312	1.147	1.058
Swiss franc per Euro	1.094	1.045	1.218	1.076	1.170	1.227



Changes in Segment income	North America (A)			Europe			Asia			South America			Eliminations (B)			Total
Segment income - Year Ended March 31, 2015	$	273		$	250		$	141		$	240		$	(2	)	$	902
Volume	21			47			(5		)	—			2			65
Conversion premium and product mix	74			19			9			25			(17		)	110
Conversion costs (C)	(13		)	(111		)	22			(24		)	17			(109		)
Metal price lag	(79		)	(77		)	(21		)	(1		)	—			(178		)
Foreign exchange	1			(32		)	(11		)	64			—			22
Primary operations	—			—			—			(14		)	—			(14		)
Selling, general & administrative and research & development costs (D)	(14		)	11			—			(5		)	—			(8		)
Other changes	(5		)	9			—			(3		)	—			1
Segment income - Year Ended March 31, 2016	$	258		$	116		$	135		$	282		$	—		$	791


~~(D)~~	Selling, general & administrative costs and research & development costs include costs incurred directly by each segment and all corporate related costs, which are allocated to each of our segments. Certain changes were made to our long-term incentive plan in fiscal 2014, which resulted in higher benefit costs in that period. These costs were allocated to each segment.


Item Description	Ratio
Consolidated net sales represented by net sales to third parties by non-guarantor subsidiaries (for the fiscal year ended March 31, 2020)	21	%
Consolidated Adjusted EBITDA represented by the non-guarantor subsidiaries (for the fiscal year ended March 31, 2020)	13	%
Consolidated assets are owned by non-guarantor subsidiaries (as of March 31, 2020)	15	%


											Change
	Fiscal Year Ended March 31,										2020 versus 2019	2019 versus 2018
in millions	2020		2019		2018
Net cash provided by operating activities	$	962	$	728	$	573	$	234	$	155
Net cash (used in) provided by investing activities	(575)		(557)		96		(18)		(653)
Plus: Cash used in the acquisition of assets under a capital lease⁽¹⁾	—		239		—		(239)		239
Less: Proceeds from sales of assets and business, net of transactions fees, cash income taxes and hedging⁽²⁾	(3)		(2)		(263)		(1)		261
Free cash flow	$	384	$	408	$	406	$	(24)	$	2
Ending cash and cash equivalents	$	2,392	$	950	$	920	$	1,442	$	30



										Change
	Year Ended March 31,									2016 versus			2015 versus
	2016			2015			2014			2015			2014
Net cash provided by operating activities	$	541		$	604		$	702		$	(63	)	$	(98	)
Net cash used in investing activities	(378		)	(416		)	(702		)	38			286
Less: Proceeds from sales of assets, net of transactions fees and hedging	(3		)	(117		)	(16		)	114			(101		)
Free cash flow	$	160		$	71		$	(16	)	$	89		$	87
Ending cash and cash equivalents	$	556		$	628		$	509		$	(72	)	$	119


in millions	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total
Debt⁽¹⁾	$	195	$	1,727	$	565	$	3,122	$	5,609
Interest on long-term debt⁽²⁾	209		377		328		489		1,403
Finance leases⁽³⁾	—		—		—		1		1
Operating leases⁽⁴⁾	28		37		24		19		108
Purchase obligations⁽⁵⁾	3,305		3,882		1,157		620		8,964
Unfunded pension plan benefits⁽⁶⁾	12		22		22		60		116
Other post-employment benefits⁽⁶⁾	7		16		18		55		96
Funded pension plans⁽⁶⁾	68		151		166		470		855
Total	$	3,824	$	6,212	$	2,280	$	4,836	$	17,152


~~(A)~~	~~Includes only principal payments on our Senior Notes, term loans, revolving credit facilities and notes payable to banks and others. These amounts exclude payments under capital lease obligations.~~


~~(C)~~	~~Includes both principal and interest components of future minimum capital lease payments. Excluded from these amounts are insurance, taxes and maintenance associated with the property.~~


~~(D)~~	Includes the minimum lease payments for non-cancelable leases for property and equipment used in our operations. We do not have any operating leases with contingent rents. Excluded from these amounts are insurance, taxes and maintenance associated with the properties and equipment.



	As of March 31, 2016
North America	$	285
Europe	181
South America	141
	$	607


in millions	As of March 31, 2020
North America	$	285
Europe	181
South America	141
	$	607


$ in millions	Change in Price		Change in Fair Value
Aluminum	10	%	$	(56)
Copper	(10)	%	$	(1)


	Change in Price		Change in Fair Value
$ in millions						$ in millions	Change in Price		Change in Fair Value
Electricity	(10	)%	$	(6	)	Electricity	(10)	%	$	(2)
Natural Gas	(10	)%	(1		)	Natural Gas	(10)	%	$	(3)
Diesel Fuel	(10	)%	$	(1	)	Diesel Fuel	(10)	%	$	(2)


	Change in Exchange Rate		Change in Fair Value
$ in millions						$ in millions	Change in Exchange Rate		Change in Fair Value
Currency measured against the U.S. dollar						Currency measured against the U.S. dollar
Brazilian real	(10	)%	$	(12	)	Brazilian real	(10)	%	$	(24)
Euro	10	%	(50		)	Euro	10	%	$	(15)
Korean won	(10	)%	(40		)	Korean won	(10)	%	$	(35)
Canadian dollar	(10	)%	(5		)	Canadian dollar	(10)	%	$	(3)
British pound	(10	)%	(14		)	British pound	(10)	%	$	(16)
Swiss franc	(10	)%	(30		)	Swiss franc	(10)	%	$	(24)
Chinese yuan	10	%	(7		)	Chinese yuan	10	%	$	(4)
Malaysian ringgit	(10	)%	(1		)



	Change in Rate			Change in Fair Value
Interest Rate Contracts
Asia – KRW-CD-3200	(100	)	bps	$	(2	)




~~Management’s Report on Internal Control over Financial Reporting~~	65
~~Report of Independent Registered Public Accounting Firm~~	66
~~Consolidated Statements of Operations~~	67
~~Consolidated Statements of Comprehensive Income (Loss)~~	68
~~Consolidated Balance Sheets~~	69
~~Consolidated Statements of Cash Flows~~	70
~~Consolidated Statements of Shareholder’s (Deficit) Equity~~	71
~~Notes to the Consolidated Financial Statements~~	72



(In millions, except number of shares)	March 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	556		$	628
Accounts receivable, net
— third parties (net of uncollectible accounts of $3 as of March 31, 2016 and 2015)	956			1,289
— related parties	59			53
Inventories	1,180			1,431
Prepaid expenses and other current assets	127			112
Fair value of derivative instruments	88			77
Deferred income tax assets	—			79
Assets held for sale	5			6
Total current assets	2,971			3,675
Property, plant and equipment, net	3,506			3,542
Goodwill	607			607
Intangible assets, net	523			584
Investment in and advances to non–consolidated affiliate	488			447
Deferred income tax assets	87			95
Other long–term assets
— third parties	112			137
— related parties	16			15
Total assets	$	8,310		$	9,102
LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities
Current portion of long–term debt	$	47		$	108
Short–term borrowings	579			846
Accounts payable
— third parties	1,506			1,854
— related parties	48			44
Fair value of derivative instruments	85			149
Accrued expenses and other current liabilities	569			572
Deferred income tax liabilities	—			20
Total current liabilities	2,834			3,593
Long–term debt, net of current portion	4,451			4,349
Deferred income tax liabilities	89			261
Accrued postretirement benefits	820			748
Other long–term liabilities	175			221
Total liabilities	8,369			9,172
Commitments and contingencies
Shareholder’s deficit
Common stock, no par value; unlimited number of shares authorized; 1,000 shares issued and outstanding as of March 31, 2016 and 2015	—			—
Additional paid–in capital	1,404			1,404
Accumulated deficit	(963		)	(925		)
Accumulated other comprehensive loss	(500		)	(561		)
Total deficit of our common shareholder	(59		)	(82		)
Noncontrolling interests	—			12
Total deficit	(59		)	(70		)
Total liabilities and deficit	$	8,310		$	9,102



	Total restructuring liabilities			Other restructuring charges (A)		Total restructuring charges		Other impairments (B)		Total restructuring and impairments, net
Balance as of March 31, 2013	$	33
Fiscal 2014 Activity:
Expenses	48			$	3	$	51	$	24	$	75
Cash payments	(34		)
Balance as of March 31, 2014	47
Fiscal 2015 Activity:
Expenses	30			$	5	$	35	$	2	$	37
Cash payments	(32		)
Foreign currency translation and other (C)	(13		)
Balance as of March 31, 2015	32
Fiscal 2016 Activity:
-Provisions	23
-Reversal of expense	(2		)
Expenses, net	21			$	24	$	45	$	3	$	48
Cash payments	(22		)
Foreign currency translation and other (C)	(4		)
Balance as of March 31, 2016	$	27




		Year Ended March 31
		2016			2015		2014		Prior to April 1, 2013
Restructuring charges - Corporate
	Severance	$	12		$	—	$	—	$	—
	Asset impairments (A)	21			—		—		—
	Period expenses (A)	2			—		—		—
Total restructuring charges - Corporate		35			—		—		—

Restructuring payments - Corporate
	Severance	(10		)	—		—
Total restructuring payments - Corporate		$	(10	)	$	—	$	—