This document contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industry in which we operate, and beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, strategies, and prospects under the headings “Item"Item 1. Business,” “Item" "Item 1A. Risk Factors”Factors," and “Item"Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.”" Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate”"expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, our belief that, as a result of the Aleris acquisition, we can more efficiently serve the automotive market and unlock synergies; the expected timing and results from investments in certain operating facilities, including our planned investment of approximately $2.5 billion greenfield rolling mill in Bay Minette, Alabama; our projections regarding financial performance, liquidity, capital expenditures and investments; and the possible future impacts of the COVID-19 pandemic and the actions taken against it, including expectations with respect toabout the impact of metal price movements on our financial performance; the effectiveness of our hedging programsany changes in demand as well as volatility and controls; and our future borrowing availability.uncertainty in general economic conditions. These statements are based on beliefs and assumptions of Novelis’Novelis' management, which in turn are based on currently available information. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied, or forecasted in such forward-looking statements. We do not intend, and we disclaim any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

This document also contains information concerning our markets and products generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which these markets and product categories will develop. These assumptions have been derived from information currently available to us and to the third party industry analysts quoted herein. This information includes but is not limited to product shipments and share of production. Actual market results may differ from those predicted. We do not know what impact any of these differences may have on our business, our results of operations, financial condition, and cash flow. FactorsFor a discussion of some of the specific factors that couldmay cause Novelis' actual results or outcomes to differ materially from the results expressed or implied bythose projected in any forward-looking statements, include, among other things:

In this Annual Report on Form 10-K, unless otherwise specified, the terms “we,” “our,” “us,” “Company,”"we," "our," "us," "Company," and “Novelis”"Novelis" refer to Novelis Inc., a company incorporated in Canada under the Canadian Business Corporations Act, and its subsidiaries. References herein to “Hindalco”"Hindalco" refer to Hindalco Industries Limited, which acquired Novelis in May 2007. In October 2007, Rio Tinto Group purchased all ofUnless otherwise specified, the outstanding shares of Alcan Inc. References herein to “RT” refer to Rio Tinto Inc.period referenced is the current fiscal year.

All dollar figures herein are in U.S. dollars unless otherwise indicated.

As used in this Annual Report,Form 10-K, consolidated “aluminum"aluminum rolled product shipments,” “flat rolled" "flat-rolled product shipments,”" or "shipments" refers to aluminum rolled productsproduct shipments to third parties. “AluminumRegional "aluminum rolled product shipments," “flat rolled"flat-rolled product shipments,”" or "shipments" associated with the regions refers to aluminum rolled product shipments to third parties and intersegment shipments to other Novelis regions. Shipment amounts also include tolling shipments. References to “total shipments”"total shipments" include aluminum rolled productsproduct shipments as well as certain other non-rolled productsproduct shipments, primarily scrap, used beverage cans (UBCs), ingot,UBCs, ingots, billets, and primary remelt. The term “aluminum"aluminum rolled products”products" is synonymous with the terms “flat rolled products”"flat-rolled products" and “FRP”"FRP" which are commonly used by manufacturers and third partythird-party analysts in our industry. All tonnages are stated in metric tonnes. One metric tonne is equivalent to 2,204.6 pounds. One kilotonne (kt)kt is 1,000 metric tonnes.

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 products have a price structure with three components: (i)(1) a base aluminum price quoted off the London Metal Exchange (LME); (ii)LME; (2) a local market premium;LMP; and (iii)(3) a “conversion premium”"conversion premium" to produce the rolled product which reflects, among other factors, the competitive market conditions for that product. The use of the term “conversion premium”"conversion premium" in this Annual Report,Form 10-K, refers to the conversion costs plus a margin we charge our customers to produce the rolled product, which reflects, among other factors, the competitive market conditions for that product, exclusive of the pass through aluminum price.

The aluminum rolled products market represents the global supply of, and demand for, aluminum sheet, plate, and foil produced either from sheet ingot or continuously cast roll-stock in rolling mills operated by both independent aluminum rolled products producers and integrated aluminum companies.

Both processes require subsequent rolling, which we refer to as cold rolling, and finishing steps such as annealing, coating, leveling, or slitting to achieve the desired thickness, width and metal properties. Most customers receive shipments in the form of aluminum coil, a large roll of metal, which can be utilized in their fabrication processes.

There are two sources of input material: (1) recycled aluminum, produced by remelting post-industrial and post-consumer scraps;scraps, and (2) primary aluminum, produced from bauxitealumina (extracted from bauxite), processed in a smelter.

Primary aluminum and sheet ingot can generally be purchased at prices set on the LME, plus a local market premium that varies by geographic region of delivery, alloying material, form (ingot or molten metal) and purity.

Recycled aluminum is an important source of input material. Aluminum is infinitely recyclable and recycling it requires approximately 5% of the energy needed to produce primary aluminum. As a result, in regions where aluminum is widely used, manufacturers and customers are active in setting up collection processes in which UBCs and other recyclable aluminum products are collected for re-melting and reuse. Manufacturers may also enter into agreements with customers who return processed scrap and pay to have it re-melted and rolled into the same product again.

Aluminum rolled products companies produce and sell a wide range of products, which can be grouped into five end-use markets: (1) packaging;packaging, (2) transportation;transportation, (3) architectural;architectural, (4) industrial;industrial, and (5) consumer durables and other. Within each end-use market, aluminum rolled products are manufactured with a variety of alloy mixtures;mixtures, including a range of tempers (hardness), gauges (thickness), and widths; andwidths as well as various coatings and finishes. Large customers typically have customized needs resulting in the development ofthat require close working relationships, including technical development relationships,and support with their supplying mills.

Beverage can sheet is sold in coil form for the production of can bodies, ends, and tabs. The material can be ordered as rolled, degreased, pre-lubricated, pre-treated, and/or lacquered. Typically, can makers define their own specifications for material to be delivered in terms of alloy, gauge, width, and surface finish.

Foil wrap or packaging foil is another packaging application and it includes household and institutional aluminum foil. Known in the industry as packaging foil, it is manufactured in thicknesses ranging from 11 microns to 23 microns. Container foil is used to produce semi-rigid containers such as pie plates and take-out food trays and is usually manufactured in thicknesses ranging from 60 microns to 200 microns.trays.

Heat exchangers, such as radiators, and air conditioners, and auto fin material, are an important application for aluminum rolled products in the transportation end-use market. Original equipment manufacturers also use aluminum sheet, with specially treated surfaces and other specific properties, for interior and exterior applications. Newly developed alloys are being used in transportation tanks and rigid containers allowing for safer and more economical transportation of hazardous and corrosive materials.

Aluminum is also used in aerospace applications, as well as in the construction of ships’ships' hulls, superstructures, and passenger rail cars because of its strength, light weight, formability, and corrosion resistance.

The factors influencing competition vary by region and end-use market, but generally we compete on the basis of our value proposition;proposition, which includes price, product quality, the ability to meet customers’customers' specifications, range of products offered, lead times, technical support, and customer service. In some end-use markets, competition is also affected by fabricators’fabricators' requirements that suppliers complete a qualification process to supply their plants. This process can be rigorous and may take many months to complete. As a result, obtaining business from these customers can be a lengthy and expensive process. However, the ability to obtain and maintain these qualifications can represent a competitive advantage.

In addition to competition from others within the aluminum rolled products industry, we also face competition from non-aluminum material producers. In the packaging end-use market (primarily beverage and food cans), aluminum rolled products compete mainly with glass, PETpolyethylene terephthalate plastic, and in some regions, steel. In the transportation end-use market, aluminum rolled products compete mainly with steel and composites. Aluminum competes with wood, plastic, cement, steel and steelother materials in building products applications. In the consumer durables end-use market,Aluminum competes with steel, copper, plastic, glass, and other materials in industrial applications. Additionally, aluminum rolled products compete mainly with plastic, steel, and magnesium. Additionally, aluminum competes with steel, cooper, plastic, and glassmagnesium in industrial applications.the consumer durables end-use market. Factors affecting competition with substitute materials include price, ease to manufacture, consumer preference and performance characteristics.

The following factors have historically affected the supply of aluminum rolled products:

Novelis is driven by its purpose of shaping a sustainable world together. Our ambition is to be the successful completionworld's leading provider of low-carbon, sustainable aluminum solutions that advance our business, industry, and society toward the benefits of a multi-yearcircular economy. To achieve these objectives, we plan of significant investment to increasefocus on the following areas:

Novelis is the leading global flat-rolled aluminum supplier in the beverage can and automotive markets. We intend to protect our capacity, reshape our product portfolio and expand our recycling capacity, our primary objective as the world’s largest aluminum rolling and recycling company isleadership position by continuing to increase shareholder value by delivering top-notchdeliver best-in-class customer service with high quality, service and high-quality, innovative solutions that differentiate our products. We are committed to producing the best quality products and premium solutionsaiming to provide reliable, on-time delivery in order to be a true partner in innovation and sustainable supply solutions. We are focused on building and maintaining strong, positive relationships with all of our customers and increasing our production capacity to meet growing demand. We have established a global network of Customer Solution Centers to accelerate collaborative innovation between Novelis and automakers to determine how to maximize lightweight, high-strength aluminum flat rolled products. for the next generation of vehicle design.

In addition, we will maximize shareholder returns through free cash flow generationplan to maintain a competitive cost structure by managing metal input costs and increasing return on capital employed. We intendemploying initiatives to achieve these objectives through the following areas of focus:

Utilizing recycled material allows us to diversify our metal supply, helps control metal costs, and provides environmental benefits. We define recycled content as total aluminum rolled product shipments minus primary metal (net of metal loss) plus coated scrap and runaround melt loss. The percentage of recycled content within our aluminum rolled product shipments has increased from 33% to 57% from fiscal 2011 to fiscal 2022. We work closely with our customers on innovation to drive more sustainable products for society. We are focused on maintaining a competitive cost structure by managing metal inputsthe only company of its size offering high-recycled content aluminum sheet for beverage and employing initiatives to improve operational efficiencies across our plants globally.

We intend to continue operating asmaintain a globally integrated company to leverage our manufacturing excellence, risk management expertise, value-added conversion premium-based pricing and global assets according to a single, company-wide vision. We believe this integrated approach is the foundation for the effective execution of our strategy across the Novelis system.

Over the past several years, we have invested in world-class assets and technical capabilities to position ourselves to meet increasing global demand for aluminum, fromparticularly within the automotive market.market due to our continued focus on scaling our business model and growing alongside our customers.

With strong markets, innovative products, solid customer partnerships, financial flexibility, and decades of manufacturing and recycling experience, we expect to see robust growth and organic investment opportunities for many years to come. We now have automotive finishing linesidentified more than $4.5 billion of organic growth capital spend opportunities over the next five years focused on increasing capacity and capabilities that meet growing customer demand and align with our sustainability commitments. We believe Novelis has the balance sheet strength and financial flexibility to invest in North America, Europe,growth, while at the same time maintaining net debt leverage targets and Asia. Additionally, we believe there are opportunitiesshareholder and return commitments. We plan to continue to implement world class manufacturing initiatives and leverage digital technologies and other advancements in R&D and IT to unlock capacity, capture growth, in other areas (e.g., beverage cans) driven by metal substitution and urbanization trends in emerging markets such as South America.support sustainability initiatives.

We manage working closely with our automotive customers to redesign automotive alloys to be made with more scrap,capital based on cash needs as well as seekingin an attempt to purchasebalance the aluminum scrap resulting from our automotive customers’ production processes.timing of trade payables and receivables, including though factoring of trade receivables.

We obtain aluminum from a number of sources, including the following:

The materials that we recycle are remelted, cast and then used in our operations. The net effect of all recycling activities was that on average approximately 53% of our total aluminum rolled products shipments in fiscal 2016 were made from recycled inputs. The overall benefit we receive from utilizing recycled metal is influenced by: 1)by the overall price levels of the LME and local market premiums, 2) the spread between the price for recycled aluminum and the LME primary aluminum price, and 3) our consumption levels of the recycled material inputs.

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 areas and are organized under four operating segments: North America, Europe, Asia, and South America. Each segment manufactures aluminum sheet and light gauge products and recycles aluminum.aluminum, while our Asia and Europe segments also produce aerospace and industrial plate.

The following is aA description of our operating segments asduring all or part of March 31, 2016:fiscal 2022 follows.

Our facilities in Russellville, Kentucky isNorth America manufacture a manufacturerbroad range of aluminum sheet productsand light gauge products. End-use markets for this segment primarily include beverage and food cans, containers and packaging, automotive and other transportation applications, architectural, and other industrial applications. Beverage and food can represent the can stocklargest end-use market and operates modern and high-speed equipmentin terms of shipment volume for ingot casting, hot-rolling, cold-rolling and finishing.North America.

In response toA significant portion of North America's volumes is also directed toward the lightweighting trend in thealuminum automotive industry, we have expandedsheet market, produced out of our Oswego, New York, facility by constructing threeand Kingston, Ontario, plants. We also now produce aluminum automotive sheet at our 200 kt greenfield automotive finishing linesplant in Guthrie, Kentucky, which began shipping its first commercial coils in late fiscal 2021.

We recently announced plans to expand rolling capacity and supporting automotive scrapfinishing capabilities in Oswego, New York, and construct a highly advanced automotive recycling capabilities.

In response to increased customer demand for innovative, lightweight aluminum solutions, we have also announced an investment of approximately $375 million into our operating facility in Zhenjiang, China, aimed at expanding its automotive aluminum capabilities and recycling operations. This investment will also release rolling capacity at UAL, the growing demand in the broader Asia region, we expanded our aluminum rolling operations beginning in fiscal 2014 and our recycling operations in fiscal 2013Company's joint venture in South Korea. The move is designedKorea, to rapidly bringserve the can and specialty products markets. At the end of fiscal 2022, we also announced a $50 million recycling and capacity expansion at UAL.

Due to market high-qualitystrong consumer demand for sustainable aluminum products, we are evaluating additional rolling capacity aligned with the projected needs of a growing customer base. The expansion includes the construction of a state-of-the-art recycling center primarily for UBCs and a casting operation.

In responsefiscal 2022 we completed a $150 million investment to the growing demand for our products in South America, we expanded our aluminumexpand both rolling operations to increaseand recycling capacity by 100 kt each at our Pindamonhangaba, (Pinda) facilityBrazil, plant, which is now in fiscal 2013. Additionally,production.

Due to strong consumer demand for sustainable beverage packaging, we installed a new coating line for beverage can end stockare evaluating additional rolling and expanded our recycling capacity inexpansion at our Pinda facility in fiscal 2014.Pindamonhangaba, Brazil, facility.

Our single largest end-use product is beverage can sheet. We sell can sheet directly to beverage makers and bottlers as well as to can fabricators that sell the cans they produce to bottlers. In certain cases, we operate under umbrella agreements with beverage makers and bottlers under which they direct their can fabricators to source their requirements for beverage can body, can end stock, and tab stock from us.

We supply various end-use markets all over the world through a direct sales force operating from individual facilities or sales offices, as well as from regional sales offices in 13 countries.offices. The direct sales channel typically serves very large, sophisticated fabricators and original equipment manufacturers. Longstanding relationships are maintained with leading companies in industries using aluminum rolled products. Supply contracts for large global customers generally range from one to five years in length and historically there has been a high degree of renewal business with these customers. Certain customers require suppliers to complete a lengthy and expensive qualification process. The ability to obtain and maintain these qualifications can represent a competitive advantage. Given the customized nature of products and in some cases, large order sizes, switching costs are significant, thus adding to the overall consistency of the customer base.

We also use third partythird-party agents or traders in some regions to complement our own sales force. These agents provide service to our customers in countries where we do not have local expertise.

We also sell our products through third partythird-party aluminum distributors. Customers of distributors are widely dispersed, and sales through this channel are highly fragmented. Distributors sell mostly commodity or less specialized products into many end-use markets in small quantities, including the architectural and industrial markets. We collaborate with our distributors to develop new end-use products and improve the supply chain and order efficiencies.

We conduct research and developmentR&D activities at our facilities in order to satisfymeet current and future customer requirements, improve our products, and reduce our conversion costs. Our customers work closely with our research and development professionals to improve their production processes and market options. We have approximately 330 employees dedicated to research and development, located in many of our facilities and research centers. We have a global research and technology center in Kennesaw, Georgia, which offers state of the art research and development capabilities to help Novelis meet the global long-term demand for aluminum used for the automotive, beverage can, aerospace, specialties markets. We also have a global casting engineering and specialty markets.technology center in Spokane, Washington, specializing in molten metal processing; automotive research and technology centers in Shanghai, China, and Sierre, Switzerland; a research and technology center specializing in the development of new products and processes for our can and specialties customers in Göttingen, Germany; an automotive customer solution center in Novi, Michigan; a research and development laboratory to advance carbon neutral solutions for aluminum manufacturing in Sierre, Switzerland; and aerospace innovation centers in Koblenz, Germany, and Zhenjiang, China.

We consider our employee relations to be satisfactory. A substantial portion of our employees are represented by labor unions and their employment conditions are governed by collective bargaining agreements. Collective bargaining agreements are negotiated on a site, regional, or national level and are of varying durations. As of March 31, 2016, approximately 2,670 of our employees were covered under collective bargaining agreements that expire within one year.

We actively review intellectual property arising from our operations and our research and developmentR&D activities, and, when appropriate, we apply for patents in appropriate jurisdictions. We currently hold approximately 3,146 patents and patent applications on approximately 180392 different items of intellectual property. While these patents and patent applications are important to our business on an aggregate basis, no single patent or patent application is deemed to be material to our business.

We have applied for, or received registrations for the “Novelis”"Novelis" word trademark and the Novelis logo trademark in approximately 5055 countries where we have significant sales or operations. Novelis uses the Aditya Birla logo under license from Aditya Birla Management Corporation Private Limited.

We have also registered the word “Novelis”"Novelis" and several derivations thereof as domain names in numerous top leveltop-level domains around the world to protect our presence on the world wide web.

As a purpose-driven company, Novelis strives to protect and preserve the environment and the health, safety, and well-being of our colleagues, customers, and communities. During fiscal 2022, we recycled over 82 billion used beverage cans, and recycled content made up 57% of total input in our aluminum rolled product. We owndefine recycled content as total aluminum rolled product shipments minus primary metal (net of metal loss) plus coated scrap and operate numerous manufacturingrunaround melt loss. The recycled content rate of 57% in fiscal 2022 is a reduction from the 61% reported in fiscal 2021 largely due to reduced scrap inputs impacted by supply chain disruption and other facilities in various countrieslogistical challenges. With our plant operations around the world. globe, we continue to focus on reducing carbon emissions, limiting water consumption, and lowering electricity usage while targeting year-over-year improvements in overall production. During fiscal 2022, 14 facilities achieved major safety milestones by operating 365 consecutive days without a recordable injury.

Our global operations are subject to environmental, health and safety laws and regulations from various jurisdictions, which govern, among other things, air emissions,emissions; wastewater discharges,discharges; the handling, storage, and disposal of hazardous substances and wastes,wastes; the remediation of contaminated sites post-mining reclamation and restoration of natural resources,resources; carbon and other greenhouse gas emissions; and employee health and safety. Future environmental, health and safety regulations may impose stricter compliance requirements on the industries in which we operate. Additional equipment or process changes at some of our facilities, and related capital expenditures, which may be material, may be needed to meet existing or 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,penalties; obligations to pay damages or other costs,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 our liability arising from the usage, storage, treatment, or disposal of hazardous substances and wastes at a number of sites in the United States,U.S., 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.Union, and South Korea. 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, health and safety remediation, natural resource damages, third partythird-party claims, and other expenses. In addition, we are, from time to time, subject to environmental, health and safety reviews and investigations by relevant governmental authorities.

We have established procedures for regularly evaluating environmental, health and safety loss contingencies, including those arising from environmental, health and safety reviews and investigations and any other environmental, health and safety remediation or compliance matters. We believe we have a reasonable basis for evaluating these environmental loss contingencies, and we also believe we have made reasonable estimates for the costs that are reasonably possible for these environmental loss contingencies. Accordingly,Where appropriate, we have established liabilities based on our estimates for the currently anticipated costs that are deemed probable associated with these environmental, health and safety matters. Management has determined

Our expenditures for environmental, health and safety protection (including estimated and probable environmental, health and safety remediation costs as well as general environmental, health and safety protection costs at our facilities) and the currently anticipated costs associated withbetterment of working conditions in our facilities were $18 million during fiscal 2022, of which $16 million was expensed and $2 million was capitalized. We expect that these environmental mattersexpenditures will not, individually orbe approximately $20 million in the aggregate, materially impairfiscal 2023, of which we estimate $13 million will be expensed and $7 million will be capitalized.

We are subject to a broad range of foreign, federal, state, and local laws and regulations relating to occupational health and safety. We have incurred, and will continue to incur, expenditures to meet our operations or materially adversely affecthealth and safety compliance requirements, as well as to improve our financial condition.

We are a voluntary filer and not subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (Exchange Act) and, as a result,Act. However, we file periodic reports and other information with the Securities and Exchange Commission (SEC).SEC. We make these filings available on our website free of charge the URL of which is http://at www.novelis.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website (http://www.sec.gov)(www.sec.gov) that contains our annual, quarterly, and current reports and other information we file electronically with the SEC. You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Information on our website does not constitute part of this Annual Report on Form 10-K.

In addition to the factors discussed elsewhere in this report, you should consider the following factors which could materially affect our business, financial condition, or results of operations in the future. The following factors, among others, could cause our actual results to differ from those projected in any forward lookingforward-looking statements we make.

Generally, theThe markets in which we operate are highly competitive. We compete primarily on the basis of our value proposition, including price, product quality, ability to meet customers' specifications, range of products offered, lead times,global footprint, sustainability and recycling, technical support, and customer service. Some of our competitors may benefit from greater capital resources, more efficient technologies, lower raw material and energy costs, and lower labor costs. Increases in competition resulting from new market entrants or increases in production capacity by our competitors could cause us to lose market share or a large customer or force us to reduce prices to remain competitive. In addition, because of extensive competition in all of our key markets, large customers may be able to sustain longer periodsexert influence to extract favorable future pricing terms. These risks could also be exacerbated by surplus supply of price competition. In particular, we face increased competition from producers in China, which have significantly lower production costs and pricing. This lower pricing could erode the market prices of ouraluminum rolled products in the Chinese market and elsewhere.

The supply risks relating to our metal inputs vary by input type. OurFor example, we produce some of our sheet ingot requirements have historically been supplied,internally and source the remainder from multiple third parties in part, by Rio Tinto pursuant to agreements with us. For the year ended March 31, 2016, we purchasedvarious jurisdictions, usually under contracts having a majorityduration of at least one year. If our third party sheet ingot requirements from Rio Tinto's primary metal group. If Rio Tinto issuppliers are unable to deliver sufficient quantities of this materialaluminum and other raw materials to the necessary locations on a timely basis, including as a result of global supply chain issues, our production in North America could be disrupted and our net sales, profitability and cash flows could be adversely affected. Although

We may be adversely affected by changes in the cost of other raw materials as well as labor costs, energy costs and freight costs associated with transportation of raw materials. Prices of certain raw materials may fluctuate due to a number of factors, including general economic conditions, commodity price fluctuations (particularly aluminum is traded on the world markets, developing alternative suppliersLondon Metal Exchange), the demand by other industries for the same raw materials, the availability of sheet ingot could be time consumingcomplementary and expensive.

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:

The demand for our automotive products and metal prices we charge our customers.

We enter into various formsface risks related to public health crises, including outbreaks of hedgingcommunicable 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. A public health crisis, including the COVID-19 pandemic, poses the risk that we or our employees, contractors, suppliers, customers, or other business partners may be prevented from conducting business activities against currency, interest rate, energyfor an indefinite period of time, including due to shutdowns that may be requested or metal price fluctuations. We also factormandated by governmental authorities, or that such crisis may otherwise interrupt or impair business activities.

Specifically, the COVID-19 pandemic, including its different variants, continues to adversely impact our operations. The extent to which the COVID-19 pandemic affects our operations over time will depend on future developments, which are highly uncertain and forfeit trade receivablesbeyond our control, including the duration and severity of future variants or outbreaks, the revision of governmental quarantine or other public health measures, the availability of vaccines or other medical remedies and preventive measures, and determinations regarding, among other things, health and safety, demand for specific products, and broader economic conditions. Many of the actions taken to mitigate the impact of the COVID-19 pandemic, including declarations of states of emergency, governmental quarantines, shelter-in-place and stay-at-home orders, social distancing requirements, business closures and staged procedures for reopening, manufacturing restrictions and a prolonged period of travel, commercial and/or other similar restrictions and limitations, have negatively affected our business and the business of many of our customers. The continuation of these restrictions or the imposition of additional restrictions would increase the COVID-19 pandemic's impact on our businesses and magnify the risks of a material adverse impact on our business, results of operations, financial condition, liquidity, and/or cash flows, as well as on our business strategies and initiatives. The status of the COVID-19 pandemic related restrictions in the areas in which our products are manufactured, distributed, or sold may change on short notice in response to new variants or other circumstances. The scope and timing of any such reinstatements is difficult to predict. Because we rely on supply chain continuity, restrictions in one location may materially impact operations in multiple locations, and the impact of the COVID-19 pandemic in one location may have a disproportionate effect on our operations in the future.

The COVID-19 pandemic has impacted and may continue to impact our employees, customers and suppliers, and future developments could cause further disruptions to our business, including significant disruptions to commerce, lower consumer demand for goods and services and general uncertainty regarding the near-term and long-term impact of the COVID-19 pandemic on the domestic and international economy and on public health. For example, we derive revenues from timecustomers in the aerospace end-use market. Due to timeimpacts from the COVID-19 pandemic on demand for air travel in fiscal 2021, including airline capacity reductions, we experienced lower than pre-COVID-19 demand from aerospace customers, which negatively impacted our business, and we cannot predict with certainty future impacts of the COVID-19 pandemic on demand from our aerospace customers or other end-use markets.

In addition, we may be susceptible to manage working capital. Financial strength and credit ratings are importantincreased litigation related to, among other things, the financial impacts of the COVID-19 pandemic on our business; our ability to meet contractual obligations due to the availabilityCOVID-19 pandemic; employment practices or policies adopted during the health crisis or in response to laws, regulations, or directives; or litigation related to individuals contracting COVID-19 as result of alleged exposures on Company premises.

While it is not possible to predict the impact that a global health crisis could have on our operations or those of our suppliers and termscustomers, the measures taken by the governments of these hedgingcountries affected, actions taken to protect employees, and financing activities. As a result,the impact of any deterioration ofsuch crisis on various business activities in affected countries could adversely affect our financial condition, or downgraderesults of our credit ratings may make it more difficult or costly for us to engage in these activities in the future.

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. From time to time, we experience strikes or work stoppages. For example, in fiscal 2022, a temporary strike occurred in Asia. 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 agreementsAny such stoppages or disturbances may not prevent a strike or work stoppage atadversely affect our facilities in the future.financial condition and results of operations by limiting plant production, sales volumes, profitability, and operating costs.

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.

Breakdown of equipment or other events, including catastrophic events such as war or natural disasters, leading toIn the past, we have experienced production interruptions at our plants could have a material adverse effect on our financial resultsdue to the breakdown of equipment, fires, weather events, public health crises, and cash flows. Further, becauseother causes.

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

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 have made investmentsexperienced, and carrycontinue to experience, inflationary pressures on production activities in various emerging markets, including China, Brazil, Koreathe prices of aluminum, materials, transportation, energy, and Malaysia,labor. In an inflationary environment, such as the current economic environment, our ability to implement customer pricing adjustments or surcharges to pass-through or offset the impacts of inflation may be limited. Continued inflationary pressures could reduce our profit margins and we market our products in these countries,profitability. Russia's recent invasion of Ukraine and other geopolitical conflicts, as well as certainany related international response, may exacerbate inflationary pressures, including causing increases in raw material prices as well as fuel and other countries in Asia, 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 addition to the business risks inherent in developing 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, expensesenergy costs.

Our financial condition and results of operations.operations depend significantly on worldwide economic conditions. Future adverse developments in the U.S. or global economy, including continued inflationary pressure, pose a risk because our customers may postpone purchases in response to demand reductions, negative financial news and tighter credit.

On February 24, 2022, a full-scale military invasion of war, terrorism orUkraine by Russian troops began. Global markets are experiencing volatility and disruption following the threatescalation of anygeopolitical tensions and the start of these eventsthe military conflict between Russia and Ukraine. Although the length and impact of the ongoing military conflict is unpredictable, the conflict in the Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as governmentsupply chain interruptions and lack of availability of energy. The conflict in Ukraine has led to sanctions and other penalties being levied by the United States, the European Union, and other counties against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions suchand the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds, as controls on imports, exports and prices, tariffs, new formswell as further disrupting the supply chain. Any of taxation, or 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 marketsforegoing factors could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of the military action, sanctions, and resulting market and/or supply disruptions are impossible to predict but could be substantial. Any such disruptions may also magnify the impact of other risks described herein.

Some of our activities are, and will in the future be, conducted through entities that we do not entirely control or wholly-own.wholly own. These entities include our Alunorf, Germany; 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.located in Neuss, Germany; Ulsan, Korea; Russellville, Kentucky; and Sierre, Switzerland. Under the governing documents agreements or securities laws applicable to, or stock exchange listing rules relative to, certain of these joint venturesbusinesses, we share decision making authority and subsidiaries, our ability to fullyoperational control, certain operational matterswhich may be limited. Further,result in some casesconflicts over management over these businesses. In addition, because we do not have rights to prevent acontrol over the business practices of our joint venture partner from selling itspartners, we could be subject to reputational damage or other consequences of improper conduct by our joint venture interestspartners or their inability to fulfill their obligations under the joint venture. As a third party.

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 asand personally identifiable information of our employees, in data centers and on information technology networks. These activities are subject to various laws and regulations in the United States and abroad regarding privacy and data security.

The secure operationcosts of these information technology networks,attempting to protect against cybersecurity risks and the processingcosts of responding to cyber attacks are significant. We have increased our management focus on and maintenance of this information is importantfinancial investments in systems and processes intended to our business operations and strategy. Despite security measures and business continuity plans,secure our information technology networkssystems, prevent unauthorized access to or loss of sensitive data, provide security and privacy awareness training, ensure business continuity 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. New data security laws and regulations are being implemented rapidly and are evolving, and we may not be vulnerableable to timely comply with such requirements, and such requirements may not be compatible with our current processes. Changing our processes could be time consuming and expensive, and failure to timely implement required changes could subject us to liability for non-compliance.

Cyber attacks continue to evolve in sophistication and volume and may remain undetected for an extended period. These may include damage and disruptions caused by cyber attacks, breaches, or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractors and othersinsider threats who may have access to our networks and systems,systems. Hardware, software or applications we utilize may contain defects in design or manufacture or other disruptions duringproblems that could unexpectedly compromise information security, potentially resulting in the processunauthorized disclosure and misappropriation of upgradingsensitive data, including intellectual property, proprietary business information, and personal data. In addition, techniques used to obtain unauthorized access to information or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disastersto sabotage information technology systems change frequently. We have seen, and will continue to see, industry-wide vulnerabilities, such as the Log4j vulnerability reported in December 2021, which could in the future affect our or other catastrophic events. parties' systems. We expect to continue to experience such zero-day vulnerabilities in the future.

The occurrence of anya significant cybersecurity event, including an event impacting one of these eventsour third-party providers, 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 privacy laws. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws protectingand regulations relating to the privacyunauthorized access to, or use or disclosure of, personal information. Operational disruptions or any perceived or actual unauthorized access to, or disclosure of, sensitive information disrupt operations andcould reduce the competitive advantage we hope to derive from our investment in new or proprietary business initiatives.

We have experienced an increase in costs for freight and shortages in freight capacity, which can negatively impact our ability to ship volume predictably and on a low-cost basis. We may not be able to obtain sufficient freight capacity on a timely basis or at favorable shipping rates and, therefore, we may not be able to receive products from suppliers or deliver products to customers in a timely and cost-effective manner. There can be no assurance that we will be successful in increasing prices or recouping increased freight surcharges in the future. Continued freight cost increases; delivery disruptions, including compliance with the Export Administration Regulations and other trade laws; and the sanctions, regulations, and embargoes administered by the U.S. Department of Treasury's Office of Foreign Assets Control, could adversely affect our business, financial condition, or results of operations.

Borrowings under our senior secured credit facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on any variable rate indebtedness could increase even though the amount borrowed remained the same, which could adversely impact our results of operations. In addition, our secured term loan facility and ABL Revolver use London Interbank Offering Rate ("LIBOR") as a benchmark for establishing the interest rate applicable to US dollar denominated loans. In 2017, the United Kingdom's Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that it intends to phase out LIBOR. On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one-week and two-month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. The United States Federal Reserve has been announced, effectively integrate businesses acquiredalso advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The Alternative Reference Rate Committee ("ARRC"), a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate, or generateSOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR. In October 2021, we amended our ABL Revolver to provide for a transition to a SOFR based rate for US dollar denominated loans (and for a transition to replacement rates for loans denominated in euros, British pounds, and Swiss francs). Our term loan facility includes fallback language, which pre-dates the ARRC recommendations, providing for a transition to a cost savingsof funds rate if LIBOR becomes unavailable prior to an amendment of the term loan facility to provide for a SOFR based rate. If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR or in the administration of SOFR loans, we may experience potential increases in our borrowing costs, which could adversely impact our results of operations. In order to manage our exposure to interest rate risk, in the future, we may enter into derivative financial instruments, typically interest rate swaps and synergies anticipated. Failurecaps, involving the exchange of floating for fixed rate interest payments. If we are unable to do soenter into interest rate swaps, it may adversely impact our results of operations, and, even if we use these instruments to selectively manage risks, there can be no assurance that we will be fully protected against material interest rate fluctuations.

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 successfully or completely eliminate the effects of currency exchange rate fluctuations, which could have a material adverse effect on our financial results.results and cash flows.

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, or if our exposure to fluctuations in such prices and rates were not fully or adequately hedged under such derivative instruments, our results of operations, cash flows, and liquidity could be adversely affected. In addition, we may undertakebe 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 perform obligations owed to us could resulthave 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 adverselyhave a negative effect on our costs or our ability to hedge and transact with creditworthy counterparties.

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, funded and unfunded pension benefits in Germany and lump sum indemnities payable to our employees in France, Italy, and South Korea upon retirement or termination. Our pension plan assets primarily consist of funds invested in stocks and bonds. Our estimates of liabilities and expenses for pensions and other postretirement benefits incorporate a number of assumptions. 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.

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 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.

None.

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 developmentR&D capabilities to help us better partner and innovate with our customers. 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 facilityglobal casting engineering and technology center in Spokane, Washington, specializing in molten metal processing.processing, in addition to several facilities with R&D operations worldwide, including facilities with specified research in automotive and aerospace technologies. Our regional headquarters are located in Atlanta, Georgia (North America), Küsnacht, Switzerland (Europe), Seoul, South Korea (Asia), and Sao Paulo, Brazil (South America).

Increases or decreases in the price of aluminum based on the average LME base aluminum prices and local market premiums directly impact “Netnet sales,” “Cost 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 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. In connection with the acquisition of Aleris, the Company acquired a portfolio of derivative financial instruments executed to hedge various price risk exposures. Historically, Aleris did not designate derivative financial instruments as hedges and therefore, both realized and unrealized gains and losses on derivatives were recorded immediately in the consolidated statement of operations during fiscal 2021. In fiscal 2021, the Company designated certain Aleris LME aluminum forward sales contracts as cash flow hedges of the metal price risk associated with our future metal sales and certain foreign currency exchange contracts designated as hedges of expected future foreign currency transactions. 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 “Incomeincome from continuing operations before income taxes”tax provision and “Netnet income.” Gains and losses on metal derivative contracts are not recognized in “Segment income”segment income until realized.