UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December 31, 2020~~June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32312

Novelis Inc.

(Exact name of registrant as specified in its charter)


Canada						98-0442987
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

3560 Lenox Road, Suite 2000 Atlanta, GA						30326
(Address of principal executive offices)						(Zip Code)

(404) 760-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ☒

The registrant is a voluntary filer and is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. However, the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒

As of ~~February 2,~~August 3, 2021, the registrant had 1,000 shares of common stock, no par value, outstanding. All of the registrant’s outstanding shares were held indirectly by Hindalco Industries Ltd., the registrant’s parent company.

~~Novelis Inc.~~

TABLE OF CONTENTS

COMMONLY USED OR DEFINED TERMS


Term						Definition
Aleris						Aleris Corporation
AluInfra						AluInfra Services
Alunorf						Aluminium Norf GmbH


Duffel						Plant located in Duffel, Belgium required to be divested (Refer to Note 3 – Discontinued Operations)
Adjusted EBITDA						Equivalent to segment income as defined in Note 18 – Segment, Geographical Area, Major Customer and Major Supplier Information
Exchange Act						Securities Exchange Act of 1934, as amended

fiscal 2019						Fiscal year ended March 31, 2019
fiscal 2020						Fiscal year ended March 31, 2020
fiscal 2021						Fiscal year ended March 31, 2021
fiscal 2022						Fiscal year ending March 31, 2022
FRP						Flat-rolled products
GAAP						Generally Accepted Accounting Principles
Hindalco SARs						Hindalco Stock Appreciation Rights
kt						kilotonne (One kt is 1,000 metric tonnes.)
Kobe						Kobe Steel, Ltd.
Lewisport						Plant located in Lewisport, Kentucky required to be divested (Refer to Note 3 – Discontinued Operations)
Logan						Logan Aluminum Inc.
LME						The London Metals Exchange
LMP						Local market premium

MMBtu						One decatherm or 1 million British Thermal Units

OEM						Original equipment manufacturer
RSU						Restricted stock unit
SEC						United States Securities and Exchange Commission

Segment income						As defined in Note 18 – Segment, Geographical Area, Major Customer and Major Supplier Information
SG&A						Selling, general and administrative expenses
SPE						Special purpose entity
Tri-Arrows						Tri-Arrows Aluminum Inc.
UAL						Ulsan Aluminum Ltd.
UBC						Used beverage can
U.S.						United States
VIE						Variable interest entity
2021 Form 10-K						Our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 as filed with the SEC on May 12, 2021

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
Net sales	Net sales	$	3,241	$	2,715	$	8,645	$	8,491	Net sales	$	3,855	$	2,426
Cost of goods sold (exclusive of depreciation and amortization)	Cost of goods sold (exclusive of depreciation and amortization)	2,578		2,239		7,063		7,001		Cost of goods sold (exclusive of depreciation and amortization)	3,137		2,101
Selling, general and administrative expenses	Selling, general and administrative expenses	149		131		400		380		Selling, general and administrative expenses	159		122
Depreciation and amortization	Depreciation and amortization	137		91		396		267		Depreciation and amortization	134		118
Interest expense and amortization of debt issuance costs	Interest expense and amortization of debt issuance costs	66		59		206		185		Interest expense and amortization of debt issuance costs	59		70
Research and development expenses	Research and development expenses	20		21		57		58		Research and development expenses	24		19

Restructuring and impairment, net		20		3		28		36
Equity in net loss of non-consolidated affiliates		3		1		1		1
Gain on extinguishment of debt										Gain on extinguishment of debt	(2)		0
Restructuring and impairment (reversal) expenses, net										Restructuring and impairment (reversal) expenses, net	(2)		1
Equity in net income of non-consolidated affiliates										Equity in net income of non-consolidated affiliates	(1)		(1)
Business acquisition and other related costs	Business acquisition and other related costs	0		17		11		46		Business acquisition and other related costs	0		11
Other (income) expenses, net	Other (income) expenses, net	(7)		(3)		86		3		Other (income) expenses, net	(64)		75
		2,966		2,559		8,248		7,977			3,444		2,516
Income from continuing operations before income tax provision		275		156		397		514
Income tax provision		80		49		119		157
Net income from continuing operations		195		107		278		357
Income (loss) from continuing operations before income tax provision										Income (loss) from continuing operations before income tax provision	411		(90)
Income tax provision (benefit)										Income tax provision (benefit)	108		(29)
Net income (loss) from continuing operations										Net income (loss) from continuing operations	303		(61)
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(18)		0		(47)		0		Loss from discontinued operations, net of tax	(63)		(18)
Loss on sale of discontinued operations, net of tax		0		0		(170)		0
Net loss from discontinued operations		(18)		0		(217)		0
Net income		177		107		61		357

Net income (loss)										Net income (loss)	240		(79)
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	1		0		1		0		Net income attributable to noncontrolling interests	0		0
Net income attributable to our common shareholder		$	176	$	107	$	60	$	357
Net income (loss) attributable to our common shareholder										Net income (loss) attributable to our common shareholder	$	240	$	(79)

____________________

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
Net income		$	177	$	107	$	61	$	357
Net income (loss)										Net income (loss)	$	240	$	(79)
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Currency translation adjustment	Currency translation adjustment	170		79		321		(2)		Currency translation adjustment	30		55
Net change in fair value of effective portion of cash flow hedges	Net change in fair value of effective portion of cash flow hedges	35		(7)		(36)		(23)		Net change in fair value of effective portion of cash flow hedges	(15)		(77)
Net change in pension and other benefits	Net change in pension and other benefits	0		2		87		28		Net change in pension and other benefits	3		8
Other comprehensive income before income tax effect		205		74		372		3
Income tax provision (benefit) related to items of other comprehensive income		12		(1)		14		2
Other comprehensive income (loss) before income tax effect										Other comprehensive income (loss) before income tax effect	18		(14)
Income tax benefit related to items of other comprehensive income										Income tax benefit related to items of other comprehensive income	0		(19)
Other comprehensive income, net of tax	Other comprehensive income, net of tax	193		75		358		1		Other comprehensive income, net of tax	18		5
Comprehensive income		370		182		419		358
Comprehensive income attributable to noncontrolling interest, net of tax		2		1		5		4
Comprehensive income attributable to our common shareholder		$	368	$	181	$	414	$	354
Comprehensive income (loss)										Comprehensive income (loss)	258		(74)
Comprehensive income attributable to noncontrolling interests, net of tax										Comprehensive income attributable to noncontrolling interests, net of tax	0		1
Comprehensive income (loss) attributable to our common shareholder										Comprehensive income (loss) attributable to our common shareholder	$	258	$	(75)

____________________

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)


in millions, except number of shares	in millions, except number of shares	December 31, 2020		March 31, 2020		in millions, except number of shares	June 30, 2021		March 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,164	$	2,392	Cash and cash equivalents	$	872	$	998
Accounts receivable, net	Accounts receivable, net					Accounts receivable, net
— third parties (net of allowance for uncollectible accounts of $8 as of December 31, 20200 and March 31, 2020)		1,556		1,067
— third parties (net of allowance for credit losses of $6 and $5 as of June 30, 2021 and March 31, 2021, respectively)						— third parties (net of allowance for credit losses of $6 and $5 as of June 30, 2021 and March 31, 2021, respectively)	1,990		1,687
— related parties	— related parties	185		164		— related parties	210		166
Inventories	Inventories	1,791		1,409		Inventories	2,380		1,928
Prepaid expenses and other current assets	Prepaid expenses and other current assets	185		145		Prepaid expenses and other current assets	201		198
Fair value of derivative instruments	Fair value of derivative instruments	146		202		Fair value of derivative instruments	174		137
Assets held for sale	Assets held for sale	5		5		Assets held for sale	5		5
Current assets of discontinued operations	Current assets of discontinued operations	11		0		Current assets of discontinued operations	14		15
Total current assets	Total current assets	5,043		5,384		Total current assets	5,846		5,134
Property, plant and equipment, net	Property, plant and equipment, net	4,732		3,580		Property, plant and equipment, net	4,677		4,687
Goodwill	Goodwill	1,065		607		Goodwill	1,084		1,083
Intangible assets, net	Intangible assets, net	718		299		Intangible assets, net	677		696
Investment in and advances to non–consolidated affiliates	Investment in and advances to non–consolidated affiliates	858		760		Investment in and advances to non–consolidated affiliates	850		838
Deferred income tax assets	Deferred income tax assets	185		140		Deferred income tax assets	142		130
Other long–term assets	Other long–term assets					Other long–term assets
— third parties	— third parties	358		219		— third parties	310		316
— related parties	— related parties	1		0		— related parties	1		1

Total assets	Total assets	$	12,960	$	10,989	Total assets	$	13,587	$	12,885

LIABILITIES AND SHAREHOLDER’S EQUITY	LIABILITIES AND SHAREHOLDER’S EQUITY					LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long–term debt	Current portion of long–term debt	$	59	$	19	Current portion of long–term debt	$	541	$	71
Short–term borrowings	Short–term borrowings	151		176		Short–term borrowings	359		236
Accounts payable	Accounts payable					Accounts payable
— third parties	— third parties	2,097		1,732		— third parties	2,916		2,498
— related parties	— related parties	252		176		— related parties	295		230
Fair value of derivative instruments	Fair value of derivative instruments	183		214		Fair value of derivative instruments	346		280
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	625		613		Accrued expenses and other current liabilities	610		670
Current liabilities of discontinued operations	Current liabilities of discontinued operations	14		0		Current liabilities of discontinued operations	14		16
Total current liabilities	Total current liabilities	3,381		2,930		Total current liabilities	5,081		4,001
Long–term debt, net of current portion	Long–term debt, net of current portion	6,295		5,345		Long–term debt, net of current portion	4,960		5,653
Deferred income tax liabilities	Deferred income tax liabilities	152		194		Deferred income tax liabilities	230		162
Accrued postretirement benefits	Accrued postretirement benefits	1,056		930		Accrued postretirement benefits	871		878
Other long–term liabilities	Other long–term liabilities	296		229		Other long–term liabilities	301		305

Total liabilities	Total liabilities	11,180		9,628		Total liabilities	11,443		10,999
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Shareholder’s equity:	Shareholder’s equity:					Shareholder’s equity:
Common stock, no par value; Unlimited number of shares authorized; 1,000 shares issued and outstanding as of December 31, 2020 and March 31, 2020		0		0
Common stock, no par value; Unlimited number of shares authorized; 1,000 shares issued and outstanding as of June 30, 2021 and March 31, 2021						Common stock, no par value; Unlimited number of shares authorized; 1,000 shares issued and outstanding as of June 30, 2021 and March 31, 2021	0		0
Additional paid–in capital	Additional paid–in capital	1,404		1,404		Additional paid–in capital	1,404		1,404
Retained earnings	Retained earnings	688		628		Retained earnings	1,104		864
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(266)		(620)		Accumulated other comprehensive loss	(348)		(366)
Total equity of our common shareholder	Total equity of our common shareholder	1,826		1,412		Total equity of our common shareholder	2,160		1,902
Noncontrolling interests	Noncontrolling interests	(46)		(51)		Noncontrolling interests	(16)		(16)
Total equity	Total equity	1,780		1,361		Total equity	2,144		1,886
Total liabilities and equity	Total liabilities and equity	$	12,960	$	10,989	Total liabilities and equity	$	13,587	$	12,885

____________________

See accompanying notes to the condensed consolidated financial statements. Refer to Note 76 – Consolidation for information on our consolidated ~~variable interest entity (VIE).~~VIE.

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


		Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		in millions	2021		2020
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income		$	61	$	357
Net income (loss)						Net income (loss)	$	240	$	(79)
Net loss from discontinued operations	Net loss from discontinued operations	(217)		0		Net loss from discontinued operations	(63)		(18)
Net income from continuing operations		$	278	$	357
Net income (loss) from continuing operations						Net income (loss) from continuing operations	$	303	$	(61)
Adjustments to determine net cash provided by operating activities:	Adjustments to determine net cash provided by operating activities:					Adjustments to determine net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	396		267		Depreciation and amortization	134		118
Gain on unrealized derivatives and other realized derivatives in investing activities, net		(8)		(32)
Loss on unrealized derivatives and other realized derivatives in investing activities, net						Loss on unrealized derivatives and other realized derivatives in investing activities, net	13		15

Gain on sale of assets	Gain on sale of assets	0		(1)		Gain on sale of assets	0		(2)
Impairment charges	Impairment charges	0		13		Impairment charges	0		1

Gain on extinguishment of debt						Gain on extinguishment of debt	(2)		0
Deferred income taxes, net	Deferred income taxes, net	1		30		Deferred income taxes, net	56		(62)
Equity in net loss of non-consolidated affiliates		1		1
Gain on foreign exchange remeasurement of debt		(2)		0
Equity in net income of non-consolidated affiliates						Equity in net income of non-consolidated affiliates	(1)		(1)
Loss on foreign exchange remeasurement of debt						Loss on foreign exchange remeasurement of debt	1		0
Amortization of debt issuance costs and carrying value adjustments	Amortization of debt issuance costs and carrying value adjustments	21		14		Amortization of debt issuance costs and carrying value adjustments	5		6
Other, net	Other, net	0		2		Other, net	1		3
Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):	Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):					Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):
Accounts receivable	Accounts receivable	(174)		143		Accounts receivable	(357)		130
Inventories	Inventories	83		(42)		Inventories	(451)		192
Accounts payable	Accounts payable	154		(168)		Accounts payable	498		(312)
Other assets	Other assets	68		(3)		Other assets	(55)		44
Other liabilities	Other liabilities	(170)		(109)		Other liabilities	(80)		(194)

Net cash provided by operating activities - continuing operations		648		472
Net cash provided by (used in) operating activities - continuing operations						Net cash provided by (used in) operating activities - continuing operations	65		(123)
Net cash used in operating activities - discontinued operations	Net cash used in operating activities - discontinued operations	(78)		0		Net cash used in operating activities - discontinued operations	(3)		(15)
Net cash provided by operating activities		$	570	$	472
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	$	62	$	(138)
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	$	(333)	$	(430)	Capital expenditures	$	(101)	$	(112)

Acquisition of business, net of cash and restricted cash acquired	Acquisition of business, net of cash and restricted cash acquired	(2,614)		0		Acquisition of business, net of cash and restricted cash acquired	0		(2,550)
Proceeds from sales of assets, third party, net of transaction fees and hedging	Proceeds from sales of assets, third party, net of transaction fees and hedging	4		3		Proceeds from sales of assets, third party, net of transaction fees and hedging	1		0

Proceeds from investment in and advances to non-consolidated affiliates, net	Proceeds from investment in and advances to non-consolidated affiliates, net	10		6		Proceeds from investment in and advances to non-consolidated affiliates, net	7		7
(Outflows) proceeds from the settlement of derivative instruments, net	(Outflows) proceeds from the settlement of derivative instruments, net	(3)		3		(Outflows) proceeds from the settlement of derivative instruments, net	(4)		9
Other	Other	9		10		Other	3		3
Net cash used in investing activities - continuing operations	Net cash used in investing activities - continuing operations	(2,927)		(408)		Net cash used in investing activities - continuing operations	(94)		(2,643)
Net cash provided by investing activities - discontinued operations	Net cash provided by investing activities - discontinued operations	357		0		Net cash provided by investing activities - discontinued operations	0		10
Net cash used in investing activities	Net cash used in investing activities	$	(2,570)	$	(408)	Net cash used in investing activities	$	(94)	$	(2,633)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings	Proceeds from issuance of long-term and short-term borrowings	$	1,972	$	79	Proceeds from issuance of long-term and short-term borrowings	$	20	$	1,899
Principal payments of long-term and short-term borrowings	Principal payments of long-term and short-term borrowings	(589)		(16)		Principal payments of long-term and short-term borrowings	(262)		(7)
Revolving credit facilities and other, net	Revolving credit facilities and other, net	(609)		(38)		Revolving credit facilities and other, net	125		327
Debt issuance costs	Debt issuance costs	(25)		(3)		Debt issuance costs	(2)		(18)
Contingent consideration paid in acquisition of business		(9)		0
Net cash provided by financing activities - continuing operations		740		22

Net cash (used in) provided by financing activities - continuing operations						Net cash (used in) provided by financing activities - continuing operations	(119)		2,201
Net cash used in financing activities - discontinued operations	Net cash used in financing activities - discontinued operations	(2)		0		Net cash used in financing activities - discontinued operations	0		(1)
Net cash provided by financing activities		$	738	$	22
Net (decrease) increase in cash, cash equivalents and restricted cash		(1,262)		86
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	$	(119)	$	2,200
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(151)		(571)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	53		(4)		Effect of exchange rate changes on cash	11		7
Cash, cash equivalents and restricted cash — beginning of period	Cash, cash equivalents and restricted cash — beginning of period	2,402		960		Cash, cash equivalents and restricted cash — beginning of period	1,027		2,402
Cash, cash equivalents and restricted cash — end of period	Cash, cash equivalents and restricted cash — end of period	$	1,193	$	1,042	Cash, cash equivalents and restricted cash — end of period	$	887	$	1,838

Cash and cash equivalents	Cash and cash equivalents	$	1,164	$	1,031	Cash and cash equivalents	$	872	$	1,729
Restricted cash (Included in "Other long–term assets")		15		11
Restricted cash (Included in "Prepaid expenses and other current assets")		14		0
Restricted cash (Included in other long–term assets)						Restricted cash (Included in other long–term assets)	15		12
Restricted cash (Included in prepaid expenses and other current assets)						Restricted cash (Included in prepaid expenses and other current assets)	0		8
Cash and cash equivalents of discontinued operations	Cash and cash equivalents of discontinued operations	0		0		Cash and cash equivalents of discontinued operations	0		89
Cash, cash equivalents and restricted cash — end of period	Cash, cash equivalents and restricted cash — end of period	$	1,193	$	1,042	Cash, cash equivalents and restricted cash — end of period	$	887	$	1,838

Supplemental Disclosures:	Supplemental Disclosures:					Supplemental Disclosures:

Accrued capital expenditures as of December 31		$	72	$	59

Accrued capital expenditures as of June 30						Accrued capital expenditures as of June 30	$	55	$	44
Accrued merger consideration as of June 30						Accrued merger consideration as of June 30	0		70

____________________

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (unaudited)

Equity of our Common Shareholder
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss) Non-
controlling
Interest Total Equity
in millions, except number of shares Shares Amount
Balance as of March 31, 2019 1,000 $ 0 $ 1,404 $ 208 $ (506) $ (35) $ 1,071
Net income attributable to our common shareholder — — — 357 — — 357
Currency translation adjustment included in AOCI — — — — (2) — (2)
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $6 included in AOCI — — — — (17) — (17)
Change in pension and other benefits, net of tax provision of $8 included in AOCI — — — — 16 4 20
Balance as of December 31, 2019 1,000 $ 0 $ 1,404 $ 565 $ (509) $ (31) $ 1,429
Equity of our Common Shareholder
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss) Non-
controlling
Interest Total Equity
Shares Amount
Balance as of March 31, 2020 1,000 $ 0 $ 1,404 $ 628 $ (620) $ (51) $ 1,361
Net income attributable to our common shareholder — — — 60 — — 60
Net income attributable to noncontrolling interests — — — — — 1 1
Currency translation adjustment included in AOCI — — — — 321 — 321
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $7 included in AOCI — — — — (29) — (29)
Change in pension and other benefits, net of tax provision of $21 included in AOCI — — — — 62 4 66
Balance as of December 31, 2020 1,000 $ 0 $ 1,404 $ 688 $ (266) $ (46) $ 1,780
Equity of our Common Shareholder
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss) Non-
controlling
Interest Total Equity
Shares Amount
Balance as of September 30, 2019 1,000 $ 0 $ 1,404 $ 458 $ (583) $ (32) $ 1,247
Net income attributable to our common shareholder — — — 107 — — 107
Currency translation adjustment included in AOCI — — — — 79 — 79
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $1 included in AOCI — — — — (6) — (6)
Change in pension and other benefits, net of tax provision of $0 included in AOCI — — — — 1 1 2
Balance as of December 31, 2019 1,000 $ 0 $ 1,404 $ 565 $ (509) $ (31) $ 1,429
Equity of our Common Shareholder
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income (Loss) Non-
controlling
Interest Total Equity
Shares Amount
Balance as of September 30, 2020 1,000 $ 0 $ 1,404 $ 512 $ (458) $ (48) $ 1,410
Net income attributable to our common shareholder — — — 176 — — 176
Net income attributable to noncontrolling interests — — — — — 1 1
Currency translation adjustment included in AOCI — — — — 170 — 170
Change in fair value of effective portion of cash flow hedges, net of tax provision of $12 included in AOCI — — — — 23 — 23
Change in pension and other benefits, net of tax provision of $0 included in AOCI — — — — (1) 1 0
Balance as of December 31, 2020 1,000 $ 0 $ 1,404 $ 688 $ (266) $ (46) $ 1,780


	Equity of our Common Shareholder
	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non- controlling Interests		Total Equity
in millions, except number of shares	Shares	Amount
Balance as of March 31, 2020	1,000	$	0	$	1,404	$	628	$	(620)	$	(51)	$	1,361
Net loss attributable to our common shareholder	—	—		—		(79)		—		—		(79)

Currency translation adjustment included in accumulated other comprehensive loss	—	—		—		—		55		—		55
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $21 included in accumulated other comprehensive loss	—	—		—		—		(56)		—		(56)
Change in pension and other benefits, net of tax provision of $2 included in accumulated other comprehensive loss	—	—		—		—		5		1		6
Balance as of June 30, 2020	1,000	$	0	$	1,404	$	549	$	(616)	$	(50)	$	1,287

	Equity of our Common Shareholder
	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non- controlling Interests		Total Equity
	Shares	Amount
Balance as of March 31, 2021	1,000	$	0	$	1,404	$	864	$	(366)	$	(16)	$	1,886
Net income attributable to our common shareholder	—	—		—		240		—		—		240

Currency translation adjustment included in accumulated other comprehensive loss	—	—		—		—		30		—		30
Change in fair value of effective portion of cash flow hedges, net of tax benefit of $1 included in accumulated other comprehensive loss	—	—		—		—		(14)		—		(14)
Change in pension and other benefits, net of tax provision of $1 included in accumulated other comprehensive loss	—	—		—		—		2		0		2
Balance as of June 30, 2021	1,000	$	0	$	1,404	$	1,104	$	(348)	$	(16)	$	2,144

____________________

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

References herein to "Novelis," the "Company," "we," "our," or "us" refer to Novelis Inc. and its subsidiaries unless the context specifically indicates otherwise. References herein to "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.

Organization and Description of Business

We produce aluminum plate, 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, aerospace, 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 ~~December 31, 2020,~~June 30, 2021, we had manufacturing operations in 9 countries on 4 continents: North America, South America, Asia, and Europe, through 33 operating facilities, which may include any combination of hot or cold rolling, finishing, casting, or recycling capabilities. We have recycling operations in 1815 of our operating facilities.

The March 31, ~~2020~~2021 condensed consolidated balance sheet data was derived from the March 31, ~~2020~~2021 audited financial statements but does not include all disclosures required by ~~accounting principles generally accepted in the United States of America (U.S. GAAP).~~U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes in our 2021 Form ~~10-K for the fiscal year ended March 31, 2020 filed with the United States Securities and Exchange Commission (SEC) on May 7, 2020.~~10-K. Management believes that all adjustments necessary for the fair statement of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented.

Consolidation Policy

Our condensed 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 intercompany accounts and transactions from our condensed consolidated financial statements.

We use the equity method to account for our investments in entities that we do not control but have the ability to exercise significant influence over operating and financial policies. Consolidated ~~"Net~~net income (loss) 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 condensed consolidated financial statements for consolidated entities, compared to a two-line presentation of ~~"Investment~~investment in and advances to non–consolidated ~~affiliates"~~affiliates and ~~"Equity~~equity in net ~~loss~~income of non-consolidated affiliates."

Use of Estimates and Assumptions

The preparation of our condensed consolidated financial statements in conformity with 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) impairment of goodwill; (2) ~~impairment of long lived assets and other intangible assets; (3) impairment of equity investments; (4)~~ actuarial assumptions related to pension and other postretirement benefit plans; ~~(5)~~(3) tax uncertainties and valuation allowances; ~~(6)~~(4) assessment of loss contingencies, including environmental and litigation liabilities; ~~(7)~~(5) the fair value of derivative financial instruments; and ~~(8)~~(6) the fair value of the contingent consideration resulting from the sale of Duffel. 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 condensed 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.

For more information regarding our use of estimates in the determination of fair values of assets acquired and liabilities assumed in the acquisition of Aleris Corporation (Aleris), see Note 2 – Business Combination.

Risks & Uncertainty resulting from COVID-19

Beginning late in the fourth quarter of fiscal ~~year ended March 31,~~ 2020 and carrying into the current fiscal year, the COVID-19 pandemic and its unprecedented negative economic implications have affected production and sales across a range of industries around the world.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

Our global operations, similar to those of many other large, multi-national corporations, ~~were also impacted. Early~~primarily felt this impact in early fiscal ~~year~~ 2021 as we ~~were 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~~adjusted schedules at some of our facilities based on customer ~~demand. The plant shut downs and adjusted schedules~~demand, resulting ~~from COVID-19 resulted~~ in disruptions to our supply chain, interruptions to our production, and delays of shipments to our customers, mainly during the first quarter of ~~the current~~ fiscal ~~year.~~2021.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

While much of our customer demand and shipments recovered in the majority of our end markets, ~~during the second fiscal quarter and remained robust in the third fiscal quarter,~~ the overall extent of the impact of the COVID-19 pandemic on our operating results, cash flows, liquidity, and financial condition will depend on certain developments, including the duration and spread of the outbreak and its impact on our customers, employees, and vendors. We believe this will be primarily driven by the severity and duration of the pandemic, the pandemic’s impact on the USU.S. and global economies and the timing, scope, and effectiveness of federal, state, and local governmental responses, including the distribution and adoption of vaccines.

Our application of U.S. GAAP requires the pervasive use of estimates and assumptions in preparing the unaudited condensed consolidated financial statements. The global COVID-19 pandemic has required greater use of estimates and assumptions. More specifically, those estimates and assumptions that are utilized in our forecasted cash flows that form the basis in developing the fair values utilized in impairment assessments as well as annual effective tax rate. This has included assumptions as to the duration and severity of the pandemic, timing and amount of demand shifts amongst sales channels (primarily in the automotive industry), workforce availability, and supply chain continuity. We have experienced short-term disruptions and anticipate such disruptions may continue for the foreseeable future, but anticipate an eventual return to normal demand. Although we have made our best estimates based upon current information, the effects of the COVID-19 pandemic on our business may result in future changes to our estimates and assumptions based on its duration. Actual results could materially differ from the estimates and assumptions developed by management. If so, we may be subject to future impairment charges as well as changes to recorded reserves and valuations.

~~Business Combinations~~

Occasionally, we may enter into business combinations. In accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC 805), we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration, and contingencies. Significant estimates and assumptions include subjective and/or complex judgements regarding items such as discount rates, customer attrition rates, economic lives, and other factors, including estimating future cash flows that we expect to generate from the acquired assets.

The acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record future impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased or the acquired asset could be impaired.

Reclassifications and Revisions of Previously Issued Financial Statements

During the preparation of the consolidated financial statements for the fiscal year ended March 31, 2020, we identified a misstatement related to the sale of land within the previously issued Form 10-Ks for the year ended March 31, 2019 and previously issued Form 10-Qs for the quarters ended September 30, 2019 and December 31, 2019. The previously disclosed amounts for "Property, plant and equipment, net" and "Retained earnings" were understated by $5 million in the aforementioned periods.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued financial statements for the year ended March 31, 2019 and that amendments of previously filed financial statements were therefore not required. However, we elected to revise the previously reported amounts in the condensed consolidated statements of shareholder's equity to correct the misstatement. This revision applies to the previously reported amounts for "Retained earnings" in the condensed consolidated statements of shareholder's equity for the interim periods ended September 30, 2019 and December 31, 2019 included within this filing.

~~In addition, during the preparation of the condensed consolidated financial statements for the period ended September 30, 2020, we~~ identified a misstatement related to the calculation of accrued capital expenditures within the statement of cash flows in our previously issued Form ~~10-Ks~~10-Qs for the ~~years~~quarterly period ended ~~March 31, 2019 and March 31, 2020 and the interim periods within these years.~~June 30, 2020. As a result, the previously reported amounts for ~~"Capital expenditures"~~capital expenditures were understated by $8$6 million, changes in accounts payable were overstated by $8$4 million, changes in other liabilities were overstated by $2 million, and ~~"Accrued~~accrued capital expenditures," presented in supplemental disclosures, were overstated by ~~$41~~$43 million for the ~~nine~~three months ~~ending December 31, 2019.~~ended June 30, 2020.

We assessed the materiality of the misstatement and concluded it was not material to the company's previously issued financial statements for the ~~years~~quarterly period ended ~~March 31, 2019 and March 31, 2020 and the interim periods within these years.~~June 30, 2020. However, we elected to revise the previously reported amounts for ~~"Capital expenditures"~~capital expenditures and changes in accounts payable and other liabilities within the condensed consolidated statement of cash flows, ~~"Accrued~~accrued capital ~~expenditures"~~expenditures within the supplemental disclosures to the condensed consolidated statement of cash flows, and ~~"Capital expenditures"~~capital expenditures within Note 1918 – Segment, Geographical Area, Major Customer and Major Supplier ~~Information.~~

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~Recently Adopted Accounting Standards~~

~~Standard~~Information.

~~Adoption~~

~~Description~~

~~Disclosure Impact~~

~~ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting along with additional technical improvements and clarifications since issued~~ ~~(Issued March 2020)~~

~~April 1, 2020~~

The standard provides transitional guidance and optional expedients and exceptions for applying U.S. GAAP 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 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~ ~~(Issued December 2019)~~

~~April 1, 2020~~

~~The standard simplifies the accounting for income taxes by~~ eliminating certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes, ~~improving the consistent application and simplification of U.S. GAAP.~~

The Company elected to early adopt the standard on a prospective basis. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard removed the limit on the tax benefit recognized on pre-tax losses during an interim period, which allowed the Company to recognize a higher tax benefit in the first quarter than previously allowable.

~~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, the adoption of this standard did not have an impact on the condensed consolidated financial statements or disclosures.

~~ASU 2018-15,~~ ~~Intangibles-Goodwill and Other Internal-Use Software (Topic 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 requires capitalization of implementation costs incurred in a hosting arrangement that is a service contract. This change will better align with 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, the adoption of this standard did not have an impact on the condensed consolidated financial statements or disclosures.

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

~~April 1, 2020~~

This standard added requirements for new disclosures such as requiring a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period and also an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in the other disclosures required by ASC 715. Further, the standard removes some currently required disclosures such as (a) the requirement (for public entities) to disclose the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits and (b) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year.

The Company has evaluated the impact of this standard. We have updated our pension and postretirement disclosure accordingly, which did not have a material impact on the condensed 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 removes Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. Under the simplified model, a goodwill impairment is calculated as the difference between the carrying amount of the reporting unit and its fair value, but not to exceed the carrying amount of goodwill allocated to that reporting unit. This standard will need to be considered each time Novelis performs an assessment of goodwill for impairment under the quantitative test.

The Company has evaluated the impact of this standard. We have updated our goodwill impairment assessment process accordingly, which did not have a material impact on the condensed consolidated financial statements.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~ASU 2016-13, Financial Instrument-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.

We have updated our policies and processes for reserves against our financial instruments to factor in expected credit losses. This adoption did not have a material impact on the condensed consolidated financial statements.

~~ASU 2018-18,~~ ~~Collaborative Arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606~~ ~~(Issued November 2018)~~

~~October 1, 2020~~

The standard clarifies the interaction between Topic 808, collaborative agreements, and Topic 806, Revenue from Contracts with Customers. Targeted improvements served to clarify when transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606.

The Company has evaluated the impact of this standard, noting that the adoption has no impact on our consolidated financial statements. We will apply this guidance to any collaborative arrangements entered into in the future.

Recently Issued Accounting Standards (Not yet adopted)

~~Standard~~

~~Adoption~~

~~Description~~

~~Disclosure Impact~~

~~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.~~

There are no recent accounting pronouncements pending adoption that we expect will have a material impact on our consolidated financial condition, results of operations, or cash flows.

1210

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. BUSINESS COMBINATION

On April 14, 2020, Novelis completed its acquisition of 100% of the issued and outstanding shares of Aleris Corporation, a global supplier of rolled aluminum products, pursuant to an Agreement and Plan of Merger, dated as of July 26, 2018 (the “Merger Agreement”). The closing purchase price of $2.8 billion consists of $775 million less transaction costs for the equity value, as well as approximately $2.0 billion for the extinguishment of Aleris’ current outstanding debt, and a $50 million earn-out payment. The $775 million base equity payment was reduced by $64 million of Aleris transaction costs, resulting in $711 million of estimated cash for equity consideration. As a result, the acquisition increases the Company’s footprint as an aluminum rolled products manufacturer by expanding the portfolio of services provided to its customers. Refer to Note 3 – Discontinued Operations for more details on the Duffel and Lewisport divestitures required as a condition of the acquisition. As a condition to the sale of the Duffel plant, we were required by the European Union (EU) to make a €55 million payment (approximately $60 million at the date of acquisition) to support capital improvements at the Duffel plant upon sale.products.

The ~~total preliminary calculation of estimated merger consideration paid to Aleris is as follows:~~


~~in millions~~
~~Preliminary calculation of estimated Merger consideration~~		~~Amount~~
~~Estimated cash for equity consideration~~	~~(i)~~	$	~~711~~
~~Estimated repayment of Aleris' debt (including prepayment penalties and accrued interest)~~	~~(ii)~~	~~1,954~~
~~Earn-out consideration~~	~~(iii)~~	50
~~Payment associated with Duffel capital expenditures~~	~~(iv)~~	60
~~Preliminary fair value of estimated merger consideration~~		$	~~2,775~~

~~(i)~~Under the terms of the Merger Agreement, this represents the estimated cash consideration, which is the base consideration for the settlement of all shares of common stock outstanding, including shares issued in connection with the conversion of the 6% Senior Subordinated Exchangeable Notes due 2020 issued by Aleris International, Inc. (the “Exchangeable Notes”) into Aleris common shares, and the settlement of stock options and restricted stock units, less transaction costs of $64 million. The transaction costs are removed from the base consideration as these costs were incurred by Aleris prior to the closing date and were not reimbursed by Novelis. Additionally, under the terms of the Merger Agreement, there is a €8 million (approximately $9 million at the date of acquisition) German tax indemnification included in the estimated cash for equity consideration that will be payable to the selling shareholders upon the condition that the existing Aleris German tax receivable is received from the German tax authorities. During the third quarter of fiscal 2021, Novelis settled this payable with the selling shareholders.

~~(ii)~~On the closing date, all of the outstanding historical debt of Aleris, except for certain non-recourse multi-currency secured term loan facilities (collectively, the “Zhenjiang Term Loans”), was repaid in connection with the merger. In addition, prepayment penalties and accrued interest of approximately $12 million and $16 million, respectively, associated with the Aleris debt were paid in connection with such repayment.

~~(iii)~~Under the terms of the Merger Agreement, this represents the fair value of the earn-out consideration of $50 million which is based upon Aleris meeting specified commercial margin targets. On the closing date, Aleris had met all of the specified targets in the Merger Agreement and selling shareholders received the $50 million cash payment.

~~(iv)In connection with obtaining the regulatory antitrust approvals, the European Commission required Novelis to pay the buyer of Duffel an additional €55 million~~(approximately $60 million at the date of acquisition) to fund capital expenditures that would be required so that Duffel can operate as a standalone business. This amount was paid on September 30, 2020 and is included in "Acquisition of business, net of cash and restricted cash acquired" in theCompany's condensed consolidated ~~statements of cash flows.~~

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as cost savings from duplicative overhead, streamlined operations, and enhanced operational efficiency.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The condensed consolidated balance sheet as of December 31, 2020 includes the assets and liabilities of Aleris, which have been measured at fair value as of the acquisition date. The discontinued operations financial statement line items in the table below relate to Duffel and Lewisport. The preliminary allocation of purchase price recorded for Aleris as of June 30, 2020, and subsequently revised for measurement period adjustments, was as follows:

in millions
Assets Acquired as of
June 30, 2020(1)
Measurement Period Adjustments
Assets Acquired as of
December 31, 2020(1)
Cash and cash equivalents $ 105 $ — $ 105
Accounts receivable(2)
251 17 268
Inventories 379 — 379
Prepaid expenses and other current assets(3)
24 — 24
Fair value of derivative instruments 46 — 46
Current assets of discontinued operations(4)
463 1 464
Property, plant and equipment(5)
949 (5) 944
Goodwill(6)(7)(8)(9)
328 130 458
Intangible assets, net(5)(6)
149 318 467
Deferred income tax assets(7)
114 (12) 102
Other long-term assets 39 — 39
Long–term assets of discontinued operations(8)
944 (390) 554
Total assets $ 3,791 $ 59 $ 3,850
Liabilities Assumed as of
June 30, 2020(1)
Measurement Period Adjustments
Liabilities Assumed as of
December 31, 2020(1)
Current portion of long–term debt $ 24 $ — $ 24
Accounts Payable(2)
141 17 158
Fair value of derivative instruments 25 — 25
Accrued expenses and other current liabilities 143 1 144
Current liabilities of discontinued operations 166 — 166
Long–term debt, net of current portion 125 — 125
Deferred income tax liabilities 37 — 37
Accrued postretirement benefits 164 — 164
Other long–term liabilities(9)
41 41 82
Long–term liabilities of discontinued operations 150 — 150
Total liabilities $ 1,016 $ 59 $ 1,075
Net assets acquired $ 2,775
Total purchase price $ 2,775

~~(1)~~In connection with the acquisition of Aleris, the Company acquired two businesses which were required to be sold. Therefore, such businesses were classified as held for sale and were included within the "Current assets of discontinued operations," "Long–term assets of discontinued operations," "Current liabilities of discontinued operations," and "Long–term liabilities of discontinued operations" line items in the above preliminary allocation of purchase price (see Note 3 – Discontinued Operations). As of December 31, 2020, both of these businesses have been sold and are no longer included in the condensed consolidated balance sheets of Novelis, Inc.

~~(2)Measurement period adjustment related to the presentational alignment of pending derivative settlements on a gross basis, in accordance with Novelis' policy.~~

~~(3)Included in "Prepaid expenses and other current assets" is $9 million of restricted cash acquired related to cash deposits restricted for the payment of the Zhenjiang Term Loans.~~

~~(4)Included in "Current assets of discontinued operations" is $41 million of cash and cash equivalents acquired related to our discontinued operations.~~

~~(5)Measurement period adjustment of $5 million related to presentational alignment of certain capitalized software in accordance with Novelis' policy during the third quarter of fiscal 2021.~~

~~(6)~~Measurement period adjustments related to revisions in the valuation of intangible assets based on refinements to key assumptions, such as discount rates and growth rates, of $261 million and $52 million during the second and third quarters of fiscal 2021, respectively.

~~(7)~~Measurement period adjustment related to the deferred tax impacts of the measurement period adjustments and other tax adjustments, a decrease of $34 million and an increase of $22 million during the second and third quarters of fiscal 2021, respectively.

~~(8)~~Measurement period adjustments related to estimated costs to sell the Duffel and Lewisport businesses, in addition to revisions to key assumptions of the valuation of Lewisport and Duffel's property, plant and equipment, of $284 million and $75 million during the second and third quarters of fiscal 2021, respectively, and revisions to key assumptions related to Lewisport's intangible assets of $31 million during the second quarter of fiscal 2021.

~~(9)Measurement period adjustment related to certain uncertain tax positions and customs related adjustments identified during the third quarter of fiscal 2021.~~

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The preliminary fair values of the assets acquired and liabilities assumed were determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, future expected cash flows, and other future events that are judgmental and subject to change. The fair value measurements are primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value hierarchy as defined in ASC 820, Fair Value Measurements (ASC 820). Intangible assets consisting of customer relationships, technology, and trade names are valued using the multi-period excess earnings method (MPEEM), or the relief from royalty (RFR) method, both of which are forms of the income approach. A cost and market approach has been applied, as appropriate, for property and equipment, including land, and inventory.

•Customer relationship intangible assets are valued using the MPEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue and profit attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the risks inherent in the future cash flow stream, an assessment of the asset’s life cycle, and the tax amortization benefit, among other factors.

•Technology and trade name intangible assets are valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue attributable to the asset, applicable tax rate, royalty rate, and other factors such as technology related obsolescence rates), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors.

•Inventory has been valued using the replacement cost or market approach, as appropriate. The replacement cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, has been used to determine the estimated replacement cost of raw materials. The market approach has been used to determine the estimated selling price less costs to sale for work in progress and finished goods.

•Property and equipment, including land, are valued using the cost or market approach, as appropriate. For assets valued using the cost approach, the cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation. The market approach, which estimates value by leveraging comparable land sale data/listings and qualitatively comparing them to the in-scope properties, has been used to value the land.

•The assumed long-term debt in China has been valued using an income approach. The significant assumptions used include the estimated annual cash flows and interest and credit spreads, among other factors.

•The assumed pension and postretirement liabilities have been valued using an income approach. The significant assumptions used include the estimated annual cash flows, the discount rate, the estimated return on asset rate, among other factors.

The fair value of the assets acquired includes current accounts receivables of $268 million related to continuing operations and $78 million related to discontinued operations. The gross amount due is $346 million, of which less than $1 million is expected to be uncollectible.

The fair value of the assets acquired includes $22 million and $7 million of operating lease right-of-use assets and finance lease assets, respectively. The fair value of liabilities assumed includes $9 million and $7 million of operating lease liabilities and finance lease liabilities, respectively, of which, $4 million and $3 million of operating lease liabilities and finance lease liabilities, respectively, are current liabilities.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continued review of matters related to the acquisition. We are in the process of analyzing the estimated values of all assets acquired and liabilities assumed including, among other things, finalizing third-party valuations and the determination of certain tax balances; therefore, the allocation of the purchase price is preliminary and subject to measurement period adjustments. The Company expects to complete the purchase price allocation no later than one year from the acquisition date.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~The amounts, based on preliminary valuations and subject to final adjustment, allocated to intangible assets are as follows:~~


~~in millions~~	~~Gross Carrying Amount(1)~~		~~Weighted-Average Useful Life~~
~~Trade name~~	$	10	~~2.5 years~~
~~Technology~~	52		~~15.1 years~~
~~Customer relationships~~	~~403~~		~~22.5 years~~
~~Other intangibles~~	2		~~N/A~~
~~Total~~	$	~~467~~	~~21.2 years~~

~~(1)~~In connection with the acquisition of Aleris, Novelis acquired two businesses which we were obligated to sell. As such, gross carrying amounts exclude amounts held for sale (see Note 3 – Discontinued Operations).

Since the acquisition date, the results of continuing operations for Aleris of $1.1 billion of net sales and $85 million of net loss have been included within the accompanying condensed consolidated statements of operations for the ~~nine~~three months ended ~~December 31,~~June 30, 2020 includes the results of operations for Aleris Corporation from the acquisition date of April 14, 2020 to June 30, 2020.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2020 ~~and 2019~~ as if the acquisition of Aleris had occurred on April 1, 2019. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of Aleris been completed on April 1, 2019. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Aleris.

Three Months Ended December 31, Nine Months Ended December 31,
in millions 2020 2019 2020 2019
Net sales $ 3,241 $ 3,165 $ 8,699 $ 10,003
Net income (loss) 97 95 15 268


	Three Months Ended June 30,
in millions	2020
Net sales	$	2,480
Net loss	(94)

The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on April 1, 2019 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include:

•the elimination of Aleris historical depreciation and amortization expense and the recognition of new depreciation and amortization expense;

•an adjustment to interest expense to reflect (i) the additional borrowings of the Company in conjunction with the acquisition (ii) the repayment of Aleris’ historical debt in conjunction with the acquisition;

•an adjustment to present acquisition-related transaction costs and other one-time costs directly attributable to the acquisition as if they were incurred in the earliest period presented; and

1611

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3. DISCONTINUED OPERATIONS

On April 14, 2020, we closed the acquisition of Aleris for $2.8 billion. ~~See Note 2 – Business Combination for more details on the acquisition and related accounting treatment.~~

As a result of the antitrust review processes in the EU, the ~~US,~~U.S., and China required for approval of the acquisition, we were obligated to divest Aleris' European and North American automotive assets, including ~~plants in~~the Duffel ~~Belgium (Duffel)~~ and Lewisport ~~Kentucky (Lewisport).~~

~~Duffel~~plants.

On September 30, 2020, we completed the sale of Duffel to Liberty House Group through its subsidiary, ALVANCE, the international aluminum business of the GFG Alliance. Upon closing, we received €210 million ($246 million as of September 30, 2020) in cash and a €100 million ($117 million as of September 30, 2020) receivable that iswas deemed to be contingent consideration subject to the results of a binding arbitration proceeding under German law that is currently underway. The arbitration will determine the responsibility of ALVANCE to Novelis based on the parties’ relative culpability for certain breaches of obligations under the purchase and sale agreement, potentially reduced by certain claims of ALVANCE against Novelis. Arbitration results are inherently uncertain and unpredictable, and there can be no assurance of the result the arbitral tribunal will reach. The arbitrators may award Novelis no more than €100 million and may not award any damages to ALVANCE.consideration. In addition, we ~~have~~ recorded a €15 million ($18 million) receivable for net debt and working capital ~~adjustments that is~~adjustments.

As of June 30, 2021, Novelis marked all outstanding asreceivables related to the sale of ~~December 31, 2020.~~

~~We have elected~~Duffel to ~~account for the contingent consideration at fair value and will mark to fair value on a quarterly basis. At September 30, 2020, the~~an estimated fair value of ~~the purchase price subject to arbitration was €93~~€45 million ($~~109~~53 million)~~. We have~~, which resulted in a loss of €51 million ($61 million) recorded ~~the contingent consideration~~ in ~~"Other long–term assets — third parties" and changes to the estimated fair value resulting from quarterly revaluations will be recorded to “Net income (loss)~~loss from discontinued operations, net of tax.~~" For~~ There is no assurance as to when we expect the ~~periods ended December 31, 2020,~~post-closing arbitration process to conclude or whether we will receive any of the results of operations of Duffel have been presented within "Loss from discontinued operations, net of tax" in the condensed consolidated statements of operations and cash flows of Duffel have been presented as discontinued operations in the condensed consolidated statements of cash flows. For the period ended December 31, 2020, cash flows from the sale of Duffel totaled $223 million, which represents $246 million in cash proceeds less $23 million in cash sold.

~~Lewisport~~contingent consideration.

On November 8, 2020, we entered into a definitive agreement with American Industrial Partners ~~(AIP)~~ for the sale of Lewisport and closed the sale on November 30, 2020. Upon closing, we received $180 million in cash proceeds. In addition, we have recorded a $17 million receivable for net working capital ~~adjustments. For~~adjustments, which remains outstanding as of June 30, 2021.

In addition to the ~~periods ended December 31, 2020, the results of operations of Lewisport have been presented within "Loss~~$61 million loss from discontinued operations, net of ~~tax"~~tax related to the fair value adjustment of Duffel receivables in the ~~condensed consolidated statements~~period, Novelis incurred $2 million of ~~operations and cash flows of Lewisport have been presented as~~additional costs to sell primarily related to litigation expenses. These costs are recorded within loss from discontinued operations, ~~in the condensed consolidated statements of cash flows.~~

~~Loss on Sale of Discontinued Operations~~

~~As a result of the transactions above, for the nine months ended December 31, 2020 we recorded a loss on sale of discontinued operations of $170 million,~~ net of taxes, associated with the sales of Duffel and Lewisport. Cash flows from the sales of Duffel and Lewisport are included in the condensed consolidated statements of cash flows as "Net cash provided by investing activities - discontinued operations." An offsetting $46 million in "Net cash provided by investing activities - discontinued operations" relates primarily to capital expenditures and outflows from the sale of derivative instruments for Duffel and Lewisport during the period prior to their divestiture.

tax.

1712

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4. ~~REVENUE FROM CONTRACTS WITH CUSTOMERS~~RESTRUCTURING AND IMPAIRMENT

~~The Company's contracts with customers are comprised~~Restructuring and impairment (reversal) expenses, net includes restructuring costs, impairments, and other related expenses or reversal of ~~purchase orders along with standard terms~~expenses. Restructuring and ~~conditions. These contracts with customers typically consist~~impairment (reversal) expenses, net for the three months ended June 30, 2021 totaled a net reversal of $2 million primarily related to a partial release of certain restructuring liabilities as a result of changes in estimated costs. Restructuring and impairment (reversal) expenses, net for 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~~three months ended June 30, 2020 totaled $1 million 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.

We occasionally receive advance payments to secure product to be delivered in future periods. These advance payments are recorded as deferred revenue, and revenue is recognized as our performance obligations are satisfied throughout the term of the applicable contract.expenses.

The following table ~~details the deferred revenue for which~~summarizes our ~~performance obligations have not been satisfied.~~restructuring liability activity.


	~~Total Deferred Revenue~~
~~Deferred revenue at March 31, 2020(1)~~	$	1
~~Additions~~	42
~~Revenue recognized~~	~~(28)~~
~~Amounts assumed through acquisition of Aleris~~	1

~~Deferred revenue at December 31, 2020(1)~~	$	16


in millions	North America		Europe		Asia		South America		Other Operations		Total
Restructuring liability balance as of March 31, 2020	$	1	$	21	$	0	$	12	$	0	$	34
Restructuring and impairment (reversal) expenses, net	—		—		—		—		1		1
Cash payments	—		(9)		—		—		(1)		(10)
Foreign currency and other	—		—		—		(1)		—		(1)
Restructuring liability balance as of June 30, 2020	$	1	$	12	$	0	$	11	$	0	$	24

in millions	North America		Europe		Asia		South America		Other Operations		Total
Restructuring liability balance as of March 31, 2021	$	3	$	19	$	0	$	9	$	3	$	34
Restructuring and impairment (reversal) expenses, net	—		(2)		—		—		—		(2)
Cash payments	(1)		(4)		—		—		—		(5)
Foreign currency and other	—		—		—		(1)		—		(1)
Restructuring liability balance as of June 30, 2021(1)	$	2	$	13	$	0	$	8	$	3	$	26

____________________

(1)~~Deferred revenue is~~As of June 30, 2021, the restructuring liability totaled $26 million with $20 million included in ~~"Accrued~~accrued expenses and other current ~~liabilities"~~liabilities and ~~"Other~~the remaining is within other long–term ~~liabilities" in~~liabilities on our accompanying condensed consolidated balance sheet.

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. During the current quarter, we recognized $25 million in net sales associated with these customer contractual obligations.

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 19 – Segment, Geographical Area, Major Customer and Major Supplier Information for further information about our segment revenue.

1813

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5. ~~RESTRUCTURING AND IMPAIRMENT~~INVENTORIES

"Restructuring and impairment, net" includes restructuring costs, impairments, and other related expenses. "Restructuring and impairment, net" for the three and nine months ended December 31, 2020 totaled $20 million and $28 million, respectively. Our restructuring charges are primarily related to the reorganization and right sizingInventories consists of the acquired Aleris business. Of the $28 million recognized during the nine months ended December 31, 2020, $26 million relates to severance and other employee costs and $2 million relates to other costs.

"Restructuring and impairment, net" for the three and nine months ended December 31, 2019 totaled $3 million and $36 million, respectively, and primarily related to portfolio optimization efforts from closures of certain non-core operations in Europe.

As of December 31, 2020, the restructuring liability totaled $38 million with $30 million included in "Accrued expenses and other current liabilities" and the remaining is within "Other long–term liabilities" on our accompanying condensed consolidated balance sheet. As of December 31, 2020, the restructuring liability totaled $23 million for the Europe segment, $9 million for South America segment, $4 million for corporate, and $2 million for the North America segment.

~~The following table summarizes our restructuring liability activity.~~following.


~~in millions~~	Total restructuring liabilities
~~Balance as of March 31, 2020~~	$	34
~~Restructuring expenses~~	28
~~Cash payments~~	~~(25)~~
~~Foreign currency~~	1
~~Balance as of December 31, 2020~~	$	38


in millions	June 30, 2021		March 31, 2021
Finished goods	$	551	$	455
Work in process	1,080		874
Raw materials	548		407
Supplies	201		192
Inventories	$	2,380	$	1,928

1914

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

6. ~~INVENTORIES~~

~~"Inventories" consists of the following.~~

in millions December 31,
2020 March 31,
2020
Finished goods $ 453 $ 398
Work in process 774 643
Raw materials 372 192
Supplies 192 176
Inventories $ 1,791 $ 1,409

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

7. 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.

Logan ~~Aluminum Inc. (Logan)~~ is a consolidated joint venture in which we hold 40% ownership. Our joint venture partner is ~~Tri-Arrows Aluminum Inc. (Tri-Arrows).~~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 VIE that relies on the regular reimbursement of costs and expenses from ~~its investors,~~ Novelis and Tri-Arrows to fund its operations. Novelis is considered the primary beneficiary and consolidates Logan since it has the power to direct activities 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 the contractually required reimbursements, we do not provide other material support to Logan. Logan's creditors do not have recourse to our general credit. 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 condensed consolidated balance sheets.


in millions	in millions	December 31, 2020		March 31, 2020		in millions	June 30, 2021		March 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	4	$	8	Cash and cash equivalents	$	3	$	5
Accounts receivable, net	Accounts receivable, net	63		24		Accounts receivable, net	63		69
Inventories	Inventories	86		92		Inventories	85		81
Prepaid expenses and other current assets	Prepaid expenses and other current assets	3		3		Prepaid expenses and other current assets	3		4
Total current assets	Total current assets	156		127		Total current assets	154		159
Property, plant and equipment, net	Property, plant and equipment, net	13		19		Property, plant and equipment, net	21		19
Goodwill	Goodwill	12		12		Goodwill	12		12
Deferred income tax assets	Deferred income tax assets	74		76		Deferred income tax assets	57		57
Other long–term assets	Other long–term assets	6		35		Other long–term assets	7		8
Total assets	Total assets	$	261	$	269	Total assets	$	251	$	255
LIABILITIES	LIABILITIES					LIABILITIES
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	35	$	38	Accounts payable	$	45	$	38
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	23		30		Accrued expenses and other current liabilities	21		26
Total current liabilities	Total current liabilities	58		68		Total current liabilities	66		64
Accrued postretirement benefits	Accrued postretirement benefits	279		287		Accrued postretirement benefits	208		214
Other long–term liabilities	Other long–term liabilities	4		3		Other long–term liabilities	5		5
Total liabilities	Total liabilities	$	341	$	358	Total liabilities	$	279	$	283

2115

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

Included in the accompanying condensed consolidated financial statements are transactions and balances arising from business we conducted with our equity method non-consolidated affiliates. ~~See Note 19 – Segment, Geographical Area, Major Customer and Major Supplier Information for the respective carrying values by segment as reported in our condensed consolidated balance sheets.~~

Alunorf

~~Aluminium Norf GmbH (Alunorf)~~Alunorf is a joint venture investment between Novelis Deutschland GmbH, a subsidiary of Novelis, and Hydro Aluminum Deutschland ~~GmbH (Hydro).~~GmbH. 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 ~~expense.~~expenses.

UAL

~~Ulsan Aluminum, Ltd. (UAL)~~UAL is a joint venture investment between Novelis Korea Ltd., a subsidiary of Novelis, and ~~Kobe Steel Ltd (Kobe). UAL currently produces flat-rolled aluminum products exclusively for Novelis and~~ Kobe. ~~As of December 31, 2020, Novelis and Kobe both hold 50% interests in UAL.~~ 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, Novelis is not considered the primary beneficiary, and UAL is accounted for as an equity method ~~investment,~~investment. UAL currently produces flat-rolled aluminum products exclusively for Novelis and ~~Novelis is not considered~~Kobe. As of June 30, 2021, each of the ~~primary beneficiary.~~parties to the joint venture holds a 50% interests in the equity of UAL.

AluInfra

AluInfra ~~Services (AluInfra)~~ is a joint venture investment between Novelis Switzerland SA, ~~(Novelis Switzerland),~~ a subsidiary of Novelis, and Constellium N.V. ~~(Constellium).~~ 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 results of operations of our equity method affiliates in the aggregate and the nature and amounts of significant transactions we have with our non-consolidated affiliates. The amounts in the table below are disclosed at 100% of the operating results of these affiliates.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
Net sales	Net sales	$	307	$	285	$	872	$	893	Net sales	$	385	$	280
Costs and expenses related to net sales	Costs and expenses related to net sales	311		285		862		880		Costs and expenses related to net sales	372		274
Income tax provision	Income tax provision	(2)		0		3		3		Income tax provision	3		2
Net income	Net income	$	(2)	$	0	$	7	$	10	Net income	$	10	$	4

Purchases of tolling services from Alunorf	Purchases of tolling services from Alunorf	$	60	$	59	$	185	$	186	Purchases of tolling services from Alunorf	$	69	$	61

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

in millions December 31,
2020 March 31,
2020
Accounts receivable — related parties $ 185 $ 164
Other long-term assets — related parties 1 0
Accounts payable — related parties 252 176

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~


in millions	June 30, 2021		March 31, 2021
Accounts receivable, net — related parties	$	210	$	166
Other long–term assets — related parties	1		1
Accounts payable — related parties	295		230

Transactions with Hindalco

We occasionally have related party transactions with Hindalco. During the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ we recorded ~~"Net sales"~~net sales of less than $1 million between Novelis and Hindalco related primarily to sales of equipment and other services. As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, there was $1$2 million of outstanding ~~"Accounts~~accounts receivable, net — related ~~parties"~~parties net of ~~"Accounts~~accounts payable — related ~~parties"~~parties related to transactions with Hindalco. During ~~each of~~ the three ~~and nine~~ months ended ~~December 31, 2020 and 2019,~~June 30, 2021, Novelis purchased ~~less than $1~~$2 million in raw materials from Hindalco.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

9.8. DEBT

~~"Debt"~~Debt consists of the following.


		December 31, 2020								March 31, 2020							June 30, 2021								March 31, 2021
in millions	in millions	Interest Rates(1)		Principal		Unamortized Carrying Value Adjustments(2)		Carrying Value		Principal		Unamortized Carrying Value Adjustments(2)		Carrying Value		in millions	Interest Rates(1)		Principal		Unamortized Carrying Value Adjustments(2)		Carrying Value		Principal		Unamortized Carrying Value Adjustments(2)		Carrying Value
Short–term borrowings	Short–term borrowings	2.90	%	$	151	$	0	$	151	$	176	$	0	$	176	Short–term borrowings	1.94	%	$	359	$	0	$	359	$	236	$	0	$	236
ABL Revolver				0		0		0		555		0		555
Novelis Holdings Inc.
Short Term Credit Agreement, due April 2022		1.17	%	600		(7)		593		0		0		0
Novelis Inc.

Floating rate Term Loan Facility, due June 2022	Floating rate Term Loan Facility, due June 2022	2.07	%	1,728		(16)		1,712		1,742		(22)		1,720		Floating rate Term Loan Facility, due June 2022	2.00	%	524		(4)		520		648		(5)		643
Aleris Corporation
Floating rate Incremental Term Loan Facility, due January 2025		1.97	%	769		(16)		753		0		0		0
Aleris Aluminum (Zhenjiang) Co., Ltd.

Floating rate Term Loan Facility, due January 2025																Floating rate Term Loan Facility, due January 2025	1.90	%	765		(14)		751		767		(15)		752
Floating rate Term Loan Facility, due March 2028																Floating rate Term Loan Facility, due March 2028	2.15	%	499		(9)		490		480		(9)		471

Zhenjiang Term Loans, due May 2024	Zhenjiang Term Loans, due May 2024	5.38	%	139		2		141		0		0		0		Zhenjiang Term Loans, due May 2024			0		0		0		124		2		126
Novelis Corporation

5.875% Senior Notes, due September 2026																5.875% Senior Notes, due September 2026	5.875	%	1,500		(13)		1,487		1,500		(13)		1,487
3.375% Senior Notes, due April 2029																3.375% Senior Notes, due April 2029	3.375	%	593		(12)		581		588		(13)		575
4.75% Senior Notes, due January 2030	4.75% Senior Notes, due January 2030	4.75	%	1,600		(29)		1,571		1,600		(32)		1,568		4.75% Senior Notes, due January 2030	4.75	%	1,600		(27)		1,573		1,600		(28)		1,572
5.875% Senior Notes, due September 2026		5.875	%	1,500		(14)		1,486		1,500		(16)		1,484
Novelis China
Bank loans, due through June 2027 (CNY 489 million)		4.90	%	75		0		75		36		0		36
Other

China Bank loans, due August 2027																China Bank loans, due August 2027	4.90	%	77		0		77		76		0		76

Finance lease obligations and other debt, due through June 2028	Finance lease obligations and other debt, due through June 2028	2.44	%	23		0		23		1		0		1		Finance lease obligations and other debt, due through June 2028	2.45	%	22		0		22		22		0		22
Total debt	Total debt			$	6,585	$	(80)	$	6,505	$	5,610	$	(70)	$	5,540	Total debt			$	5,939	$	(79)	$	5,860	$	6,041	$	(81)	$	5,960
Less: Short–term borrowings	Less: Short–term borrowings			(151)		0		(151)		(176)		0		(176)		Less: Short–term borrowings			(359)		0		(359)		(236)		0		(236)
Less: Current portion of long–term debt	Less: Current portion of long–term debt			(59)		0		(59)		(19)		0		(19)		Less: Current portion of long–term debt			(545)		4		(541)		(71)		0		(71)
Long–term debt, net of current portion	Long–term debt, net of current portion			$	6,375	$	(80)	$	6,295	$	5,415	$	(70)	$	5,345	Long–term debt, net of current portion			$	5,035	$	(75)	$	4,960	$	5,734	$	(81)	$	5,653

____________________

(1)Interest rates are the stated rates of interest on the debt instrument (not the effective interest rate) as of ~~December 31, 2020~~June 30, 2021 and therefore exclude the effects of ~~related interest rate swaps~~accretion 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 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 using exchange rates as of ~~December 31, 2020~~June 30, 2021 for our debt denominated in foreign currencies are as follows (in millions).


As of ~~December 31, 2020~~June 30, 2021	Amount
Short-term borrowings and current portion of long-term debt due within one year	$	~~210~~904
2 years	~~2,365~~24
3 years	5426
4 years	62763
5 years	~~752~~23
Thereafter	~~3,142~~4,199
Total	$	~~6,585~~5,939

Short-Term Borrowings

As of ~~December 31, 2020,~~June 30, 2021, our short-term borrowings totaled ~~$151~~$359 million, ~~consisting~~which consisted of ~~$68~~$225 million of borrowings on our ABL Revolver, $83 million in China loans (CNY 537 million), $50 million in Brazil loans (BRL ~~354 million)~~250 millions), ~~$42~~and $1 million in ~~China loans (CNY 274 million), and $41 million in Korea loans (KRW 44 billion).~~

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~Short Term Credit Agreement~~

In April 2020, Novelis Holdings Inc. borrowed a $1.1 billion short term loan under our existing short term credit agreement (the "Short Term Credit Agreement") for purposes of funding a portion of the consideration payable in the acquisition of Aleris. The short term loans are not subject to any amortization payments and accrue interest at LIBOR (as defined in the Short Term Credit Agreement) plus 0.95%. The short term loans are guaranteed by the same entities that have provided guarantees under the Company's five-year secured term loan credit facility ("Term Loan Facility") and asset based loan facility ("ABL Revolver"). 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. We 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 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 and the agreement governing our ABL Revolver.

As of December 31, 2020, $600 million was outstanding under the Short Term Credit Agreement, resulting from $500 million in principal payments made during the third quarter of fiscal 2021. We were in compliance with the covenants of our Short Term Credit Agreement as of December 31, 2020.short-term borrowings.

Term Loan Facility

In April 2020, Novelis Acquisitions LLC borrowed $775 million under the Company's existing Term Loan Facility prior to its merger into Aleris Corporation. The proceeds of the incremental term loans were used to pay a portion of the consideration payable in the acquisition of Aleris (including the repayment of Aleris' outstanding indebtedness) as well as fees and expenses related to the acquisition and the incremental term loans. The incremental term loans will mature on January 21, 2025, subject to 0.25% quarterly amortization payments. The incremental term loans accrue interest at LIBOR (as defined in the Term Loan Facility) plus 1.75%. The incremental term loans are 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 are 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.

As of ~~December 31, 2020,~~June 30, 2021, we were in compliance with the covenants of our Term Loan Facility.

ABL Revolver

As of June 30, 2021, we had $225 million in borrowings under our ABL Revolver and were in compliance with debt covenants. We utilized $32 million of our ABL Revolver for letters of credit. We had availability of $1.2 billion on the ABL Revolver, including $143 million of remaining availability which can be utilized for letters of credit.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Zhenjiang Term Loans

Through the acquisition of Aleris on April 14, 2020, the Company assumed $141 million in debt borrowed by Aleris Aluminum (Zhenjiang) Co., Ltd. ("Aleris Zhenjiang") under a loan agreement comprised of non-recourse multi-currency secured term loan facilities and a revolving facility (collectively the "Zhenjiang Loans"), which consisted of a $29 million U.S. dollar term loan facility, a $112 million (RMB 791 million) term loan facility (collectively, the “Zhenjiang Term Loans”) and a revolving facility (the “Zhenjiang Revolver”). The Zhenjiang Revolver has certain restrictions that have limited our ability to borrow funds on the Zhenjiang Revolver and will continue to limit our ability to borrow funds in the future. All borrowings under the Zhenjiang Revolver matureIn May 18, 2021. As of December 31, 2020, we had no amounts outstanding under the Zhenjiang Revolver. The Zhenjiang Loans contain certain customary covenants and events of default. The Zhenjiang Loans require Aleris Zhenjiang to, among other things, maintain a certain ratio of outstanding term loans to invested equity capital. In addition, among other things and subject to certain exceptions, Aleris Zhenjiang is restricted in its ability to (1) repay loans extended by the shareholder of Aleris Zhenjiang prior to repaying loans under the Zhenjiang Loans or make the Zhenjiang Loans junior to any other debts incurred of the same class for the project, (2) distribute any dividend or bonus to the shareholder of Aleris Zhenjiang before fully repaying the loans under the Zhenjiang Loans, (3) dispose of any assets in a manner that will materially impair its ability to repay debts, (4) provide guarantees to third parties above a certain threshold that use assets that are financed by the Zhenjiang Loans, (5) permit any individual investor or key management personnel changes that result in a material adverse effect, (6) use any proceeds from the Zhenjiang Loans for any purpose other than as set forth therein, and (7) enter into additional financing to expand or increase the production capacity of the project to manufacture large scale and high strength aluminum alloy plates. The interest rate on the U.S. dollar term facility is six month U.S. dollar LIBOR plus 5.0% and the interest rate on the RMB term facility and the Zhenjiang Revolver is 110% of the base rate applicable to any loan denominated in RMB of the same tenor, as announced by the People’s Bank of China. As of December 31, 2020, $141 million was outstanding on2021, the Zhenjiang Term Loans were repaid in full, and the ~~final maturity date for all borrowings is May 16, 2024. The repayment of borrowings~~covenants under the ~~Zhenjiang Term Loans is due semi-annually.~~

agreement are no longer in effect. As a result of ~~December 31, 2020,~~this transaction, we ~~were in compliance with the covenants~~recorded a gain on extinguishment of ~~our Zhenjiang Loans.~~debt of $2 million.

Senior Notes

As of ~~December 31, 2020,~~June 30, 2021, we were in compliance with the covenants of our Senior Notes.

~~ABL Revolver~~

~~As of December 31, 2020, the revolver had 0 balance, and $44 million was utilized~~See Note 19 – Subsequent Events for letters of credit. Additionally, there was $1.0 billion in remaining availability, including $131 million of remaining availability that can be utilized for letters of credit, and we were in compliance with the covenants ofinformation on our ~~ABL Revolver Facility.~~

~~Refer~~debt activities subsequent to ~~our Form 10-K for the fiscal year ended March 31, 2020 for details on the issuances and respective covenants of our senior notes, short term credit agreement, and senior secured credit facilities.~~June 30, 2021.

2618

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~10.~~9. SHARE-BASED COMPENSATION

During the ~~nine~~three months ended ~~December 31, 2020,~~June 30, 2021, we granted ~~4,961,987~~1,759,942 Hindalco phantom ~~restricted stock units (RSUs)~~RSUs and ~~6,849,084~~2,285,816 Hindalco ~~Stock Appreciation Rights (Hindalco SARs).~~SARs. Total compensation expense was ~~$13 million and $25~~$12 million for the three ~~and nine~~ months ended ~~December 31, 2020, respectively. Total compensation expense was $5 million~~June 30, 2021 and ~~$11~~$7 million for the three ~~and nine~~ months ended ~~December 31, 2019, respectively.~~June 30, 2020. As of ~~December 31, 2020,~~June 30, 2021, the outstanding liability related to share-based compensation was ~~$26~~$23 million.

The cash payments made to settle all Hindalco SAR liabilities were $2$9 million and $3$1 million in the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. Total cash payments made to settle RSUs were $4$16 million and $9$4 million in the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. Unrecognized compensation expense related to the non-vested Hindalco SARs (assuming all future performance criteria are met) was $8$12 million, which is expected to be recognized over a weighted average period of 1.4 years. Unrecognized compensation expense related to the RSUs was ~~$11~~$18 million, which will be recognized over the remaining weighted average vesting period of ~~1.5~~1.6 years.

For a further description of authorized long-term incentive plans (LTIPs), including Hindalco SARs, RSUs, and Novelis Performance Units, please refer to our Form 10-K for the fiscal year ended March 31, 2020.

2719

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~11.~~10. POSTRETIREMENT BENEFIT PLANS

In connection with the acquisition of Aleris Corporation, the Company acquired postretirement benefit plans covering certain employees in Europe and the United States. Upon acquisition, the Company recognized the funded status of the defined benefit plans as an asset or a liability within other long-term assets or other long-term liabilities in the consolidated balance sheet. The plan assets are recognized at fair value. The Company recognizes actuarial gains and losses and prior service costs in the condensed consolidated balance sheet and recognizes changes in these amounts during the year in which changes occur through other comprehensive ~~income.~~income (loss). The Company uses various assumptions when computing amounts relating to its defined benefit pension plan obligations and their associated expenses (including the discount rate and the expected rate of return on plan assets).

During the ~~second~~ quarter, ~~of fiscal 2021,~~ Novelis announced the freeze of future benefit accruals under the ~~Novelis~~Canada Pension Plan, ~~and the Terre Haute Pension Plan in the U.S.,~~ effective for union participants as of December 31, ~~2020.~~2021 and for non-union participants as of December 31, 2023. Novelis ~~elected to remeasure both plans’ plan~~remeasured the plan’s assets and obligations as of ~~August 31, 2020,~~April 30, 2021, which ~~was~~is the nearest calendar month-end ~~date~~ to the ~~announcements~~announcement of ~~said freezes.~~this freeze. A curtailment ~~loss~~gain of $1$3 million was recorded related to the ~~Terre Haute plan.~~Canada Pension Plan.

Components of net periodic benefit cost for all of our postretirement benefit plans are shown in the table below.


		Pension Benefit Plans				Other Benefit Plans					Pension Benefit Plans				Other Benefit Plans
		Three Months Ended December 31,				Three Months Ended December 31,					Three Months Ended June 30,				Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020		2021		2020
Service cost	Service cost	$	11	$	10	$	3	$	2	Service cost	$	8	$	12	$	3	$	3
Interest cost	Interest cost	15		15		2		2		Interest cost	14		15		2		2
Expected return on assets	Expected return on assets	(20)		(18)		0		0		Expected return on assets	(20)		(19)		0		0
Amortization — losses, net	Amortization — losses, net	10		9		0		0		Amortization — losses, net	5		12		0		0

Termination/curtailment (benefit) cost										Termination/curtailment (benefit) cost	(3)		0		0		0
Net periodic benefit cost(1)	Net periodic benefit cost(1)	$	16	$	16	$	5	$	4	Net periodic benefit cost(1)	$	4	$	20	$	5	$	5

		Pension Benefit Plans				Other Benefit Plans
		Nine Months Ended December 31,				Nine Months Ended December 31,
		2020		2019		2020		2019
Service cost		$	35	$	30	$	8	$	8
Interest cost		45		45		6		6
Expected return on assets		(58)		(54)		0		0
Amortization — losses, net		33		26		0		0

Termination benefits / curtailments		1		0		0		0
Net periodic benefit cost(1)		$	56	$	47	$	14	$	14

____________________

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

Service costs of $1 million, interest cost of $1 million, and expected return on assets of $2 million included in the table above, for the three months ended ~~December 31,~~June 30, 2020, relate to discontinued operations. The average expected long-term rate of return on all plan assets is ~~5.3%~~4.9% in fiscal ~~2021.~~

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

2022.

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, and Brazil. We contributed the following amounts to all plans.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions		2021		2020
Funded pension plans	Funded pension plans	$	5	$	8	$	54	$	46	Funded pension plans		$	7	$	10
Unfunded pension plans	Unfunded pension plans	4		3		11		8		Unfunded pension plans		4		3
Savings and defined contribution pension plans	Savings and defined contribution pension plans	11		8		29		25		Savings and defined contribution pension plans		15		11
Total contributions	Total contributions	$	20	$	19	$	94	$	79	Total contributions		$	26	$	24

~~Contributions~~For the three months ended June 30, 2020, contributions to funded pension plans of $5$2 million ~~and unfunded pension plans of $1 million are~~were attributable to discontinued operations. During the remainder of fiscal ~~2021,~~2022, we expect to contribute an additional ~~$19~~$36 million to our funded pension plans, ~~of which $1 million relate to discontinued operations, $5~~$13 million to our unfunded pension plans, and $8$30 million to our savings and defined contribution pension plans.

2920

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

11. CURRENCY LOSSES (GAINS)

The following currency losses (gains) are included in other (income) expenses, net in the accompanying condensed consolidated statements of operations.


	Three Months Ended June 30,
in millions		2021		2020
Loss (gain) on remeasurement of monetary assets and liabilities, net		$	13	$	(4)
(Gain) loss recognized on balance sheet remeasurement currency exchange contracts, net		(8)		2
Currency losses (gains), net		$	5	$	(2)

The following currency gains (losses) are included in accumulated other comprehensive loss, net of tax and noncontrolling interests in the accompanying condensed consolidated balance sheets.


	Three Months Ended June 30, 2021		Fiscal Year Ended March 31, 2021
in millions
Cumulative currency translation adjustment — beginning of period	$	(95)	$	(309)
Effect of changes in exchange rates	30		244
Amounts reclassified from accumulated other comprehensive loss, net(1)	0		(30)
Cumulative currency translation adjustment — end of period	$	(65)	$	(95)

____________________

(1)Amounts reclassified from accumulated other comprehensive loss are due to the sale of Duffel.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12. ~~CURRENCY LOSSES (GAINS)~~

~~The following currency losses are included in "Other (income) expenses, net" in the accompanying condensed consolidated statements of operations.~~

Three Months Ended
December 31,
Nine Months Ended
December 31,
in millions 2020 2019 2020 2019
Loss on remeasurement of monetary assets and liabilities, net $ 13 $ 12 $ 5 $ 6
Gain recognized on balance sheet remeasurement currency exchange contracts, net (15) (12) (4) (4)
Currency (gains) losses, net $ (2) $ 0 $ 1 $ 2

~~The following currency gains (losses) are included in "Accumulated other comprehensive loss," net of tax and "Noncontrolling interests" in the accompanying condensed consolidated balance sheets.~~

Nine Months Ended
December 31, 2020
Fiscal Year Ended
March 31, 2020
in millions
Cumulative currency translation adjustment — beginning of period $ (309) $ (236)
Effect of changes in exchange rates 351 (73)
Amounts reclassified from AOCI, net(1)
(30) 0
Cumulative currency translation adjustment — end of period $ 12 $ (309)

~~_________________________~~

~~(1)Amounts reclassified from AOCI are due to the sale of Duffel.~~

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~13.~~ FINANCIAL INSTRUMENTS AND COMMODITY CONTRACTS

The following tables summarize the gross fair values of our financial instruments and commodity contracts as of the periods presented.


		December 31, 2020											June 30, 2021
		Assets				Liabilities				Net Fair Value			Assets				Liabilities				Net Fair Value
in millions	in millions	Current		Noncurrent(1)		Current		Noncurrent(1)		Assets / (Liabilities)		in millions	Current		Noncurrent(1)		Current		Noncurrent(1)		Assets / (Liabilities)
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:											Derivatives designated as hedging instruments:
Cash flow hedges	Cash flow hedges											Cash flow hedges
Metal contracts	Metal contracts	$	12	$	0	$	(56)	$	(2)	$	(46)	Metal contracts	$	1	$	0	$	(178)	$	(3)	$	(180)
Currency exchange contracts	Currency exchange contracts	26		7		(15)		(1)		17		Currency exchange contracts	18		4		(9)		(3)		10
Energy contracts	Energy contracts	0		1		(4)		(1)		(4)		Energy contracts	7		3		(1)		0		9
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments	$	38	$	8	$	(75)	$	(4)	$	(33)	Total derivatives designated as hedging instruments	$	26	$	7	$	(188)	$	(6)	$	(161)
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:											Derivatives not designated as hedging instruments:
Metal contracts	Metal contracts	$	85	$	3	$	(88)	$	0	$	0	Metal contracts	$	136	$	4	$	(137)	$	(2)	$	1
Currency exchange contracts	Currency exchange contracts	23		0		(20)		0		3		Currency exchange contracts	12		0		(21)		(1)		(10)
Energy contracts	Energy contracts	0		0		0		0		0		Energy contracts	0		0		0		0		0
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	$	108	$	3	$	(108)	$	0	$	3	Total derivatives not designated as hedging instruments	$	148	$	4	$	(158)	$	(3)	$	(9)
Total derivative fair value	Total derivative fair value	$	146	$	11	$	(183)	$	(4)	$	(30)	Total derivative fair value	$	174	$	11	$	(346)	$	(9)	$	(170)


		March 31, 2020											March 31, 2021
		Assets				Liabilities				Net Fair Value			Assets				Liabilities				Net Fair Value
		Current		Noncurrent(1)		Current		Noncurrent(1)		Assets / (Liabilities)			Current		Noncurrent(1)		Current		Noncurrent(1)		Assets / (Liabilities)
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:											Derivatives designated as hedging instruments:
Cash flow hedges	Cash flow hedges											Cash flow hedges
Metal contracts	Metal contracts	$	84	$	0	$	(11)	$	(3)	$	70	Metal contracts	$	4	$	0	$	(105)	$	0	$	(101)
Currency exchange contracts	Currency exchange contracts	2		0		(68)		(7)		(73)		Currency exchange contracts	6		0		(20)		(4)		(18)
Energy contracts	Energy contracts	0		0		(11)		(4)		(15)		Energy contracts	1		1		(3)		0		(1)
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments	$	86	$	0	$	(90)	$	(14)	$	(18)	Total derivatives designated as hedging instruments	$	11	$	1	$	(128)	$	(4)	$	(120)
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:											Derivatives not designated as hedging instruments:
Metal contracts	Metal contracts	$	103	$	0	$	(92)	$	(1)	$	10	Metal contracts	$	104	$	3	$	(124)	$	(1)	$	(18)
Currency exchange contracts	Currency exchange contracts	13		0		(31)		0		(18)		Currency exchange contracts	22		0		(28)		0		(6)
Energy contracts		0		0		(1)		0		(1)

Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	$	116	$	0	$	(124)	$	(1)	$	(9)	Total derivatives not designated as hedging instruments	$	126	$	3	$	(152)	$	(1)	$	(24)
Total derivative fair value	Total derivative fair value	$	202	$	0	$	(214)	$	(15)	$	(27)	Total derivative fair value	$	137	$	4	$	(280)	$	(5)	$	(144)

____________________

(1)The noncurrent portions of derivative assets and liabilities are included in ~~"Other~~other long–term ~~assets"~~assets and in ~~"Other~~other long–term liabilities," respectively, in the accompanying condensed consolidated balance sheets.

3122

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

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. We did not have any outstanding aluminum forward purchase contracts designated as fair value hedges as of December 31, 2020 and March 31, 2020.

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. Generally, such exposures do not extend beyond two years in length. The average duration of undesignated contracts is less than one year.

Price risk exposure arises due to the timing lag between the LME based pricing of raw material 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. The average duration of undesignated contracts is less than one year.

In addition to aluminum, we entered into LME copper and zinc forward contracts, as well as ~~LMP~~local market premiums forward contracts. As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, the fair value of these contracts represented an asset of $6$5 million and ~~a liability~~an asset of ~~less than $1~~$7 million, respectively. These contracts are undesignated with an average duration of less than ~~three~~two years.

The following table summarizes our metal notional ~~amounts in kilotonnes (kt). One kt is 1,000 metric tonnes.~~amount.

in kt

December 31,
2020

March 31,
2020

in kt

June 30,
2021

March 31,
2021

Hedge type

Purchase (sale)

Cash flow purchases

Cash flow sales

(522)

(395)

Cash flow sales

(880)

(594)

Not designated

(28)

(19)

Not designated

(45)

(44)

Total, net

(534)

(351)

Total, net

(924)

(628)

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 ~~$862 million~~$1.1 billion and ~~$680~~$936 million in outstanding foreign currency forwards designated as cash flow hedges as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, respectively.

We use foreign currency contracts to hedge our foreign currency exposure to our net investment in foreign subsidiaries. We did not have any outstanding foreign currency forwards designated as net investment hedges as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020.~~2021.

As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, we had outstanding foreign currency exchange contracts with a total notional amount of ~~$880 million~~$1.4 billion and ~~$620 million,~~$1.3 billion, 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 ~~fourth~~second quarter of fiscal ~~year 2021~~2022 and offset the remeasurement impact.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

Energy

We own an interest in an electricity swap contract to hedge our exposure to fluctuating electricity prices, which matures on January 5, 2022. As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, less than ~~1 million and~~ 1 million of notional megawatt hours ~~was outstanding, respectively.~~were outstanding. The fair value of this swap was a liability of $3$1 million and $6$2 million, respectively. The electricity swap is designated as a cash flow hedge.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

We use natural gas forward purchase contracts to manage our exposure to fluctuating energy prices in North America. We had a notional of 1416 million ~~MMBTUs~~MMBtus designated as cash flow hedges as of ~~December 31, 2020,~~June 30, 2021, and the fair value was a ~~liability~~an asset of $1$8 million. There was a notional of 1513 million ~~MMBTU~~MMBtu of natural gas forward contracts designated as cash flow hedges as of March 31, ~~2020~~2021 and the fair value was ~~a liability~~an asset of $5less than $1 million. As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, we had notionals of ~~1 million and~~ less than 1 million ~~MMBTU~~MMBtu forward contracts that were not designated as ~~hedges, respectively.~~hedges. The fair value of forward contracts not designated as hedges as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020~~2021 were ~~both~~an asset of less than $1 million and a liability of less than $1 ~~million.~~million, respectively. The average duration of undesignated contracts is less than 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. We had a notional of 4 million gallons designated as cash flow hedges as of ~~December 31, 2020,~~June 30, 2021, and the fair value was a ~~liability~~an asset of $1$2 million. There was a notional of 75 million gallons designated as cash flow hedges as of March 31, ~~2020,~~2021, and the fair value was ~~a liability~~an asset of $4$1 million. As of ~~December 31, 2020 and March 31, 2020,~~June 30, 2021 all of our diesel forward contracts were designated as hedges.

~~Interest Rate~~

As of ~~December 31, 2020 and~~ March 31, ~~2020,~~2021, we had ~~no outstanding interest rate swaps.~~notional of less than 1 million gallons of forward contracts that were not designated as hedges, and the fair value of the same was an asset of less than $1 million and the average duration of those undesignated contracts was less than one year in length.

Gain (Loss) Recognition

In connection with the acquisition of Aleris, the Company acquired a portfolio of derivative financial instruments executed to hedge metal, foreign currency and energy 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 condensed consolidated statement of operations. As of December 31, 2020, we had certain Aleris LME aluminum forward sales contracts designated 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.

The following table summarizes the gains (losses) associated with the change in fair value of derivative instruments not designated as hedges and the excluded portion of designated derivatives recognized in ~~"Other~~other (income) expenses, net." Gains (losses) recognized in other line items in the condensed consolidated statement of operations are separately disclosed within this footnote.

Three Months Ended
December 31
Nine Months Ended
December 31
in millions 2020 2019 2020 2019
Derivative instruments not designated as hedges
Metal contracts $ 11 $ 2 $ (21) $ (2)
Currency exchange contracts 14 14 3 6
Energy contracts(1)
1 1 6 4
Gain (loss) recognized in "Other (income) expenses, net" 26 17 (12) 8
Derivative instruments designated as hedges
Gain recognized in "Other (income) expenses, net"(2)
0 0 0 2
Total gain (loss) recognized in "Other (income) expenses, net" $ 26 $ 17 $ (12) $ 10
Gain recognized on balance sheet remeasurement currency exchange contracts, net $ 15 $ 12 $ 4 $ 4
Realized losses, net (2) (1) (2) (9)
Unrealized gains (losses) on other derivative instruments, net 13 6 (14) 15
Total gain (loss) recognized in "Other (income) expenses, net" $ 26 $ 17 $ (12) $ 10


	Three Months Ended June 30
in millions		2021		2020
Derivative instruments not designated as hedges
Metal contracts		$	3	$	(25)
Currency exchange contracts		11		(3)
Energy contracts(1)		2		2



Total gain (loss) recognized in other (income) expenses, net		$	16	$	(26)

Gain (loss) recognized on balance sheet remeasurement currency exchange contracts, net		$	8	$	(2)
Realized gains, net		12		9
Unrealized losses on other derivative instruments, net		(4)		(33)
Total gain (loss) recognized in other (income) expenses, net		$	16	$	(26)

_________________________

(1)Includes amounts related to natural gas and diesel swaps not designated as hedges and electricity swap settlements.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The following table summarizes the impact on ~~AOCI~~accumulated other comprehensive loss and earnings of derivative instruments designated as cash flow hedges. Within the next twelve months, we expect to reclassify ~~$36~~$159 million of losses from ~~AOCI~~accumulated other comprehensive loss to earnings, before taxes.


		Amount of Gain (Loss) Recognized in OCI (Effective Portion)				Amount of Gain (Loss) Recognized in OCI (Effective Portion)				Amount of Gain (Loss) Recognized in "Other (Income) Expenses, net" (Excluded Portion)				Amount of Gain (Loss) Recognized in “Other (Income) Expenses, net” (Ineffective and Excluded Portion)					Amount of Gain (Loss) Recognized in Other comprehensive income (Effective Portion)
		Three Months Ended December 31,				Nine Months Ended December 31,				Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		2020		2019		2020		2019		in millions		2021		2020
Cash flow hedging derivatives	Cash flow hedging derivatives																	Cash flow hedging derivatives
Metal contracts	Metal contracts	$	(83)	$	(24)	$	(142)	$	52	$	0	$	0	$	0	$	0	Metal contracts		$	(193)	$	(22)
Currency exchange contracts	Currency exchange contracts	51		26		43		(16)		0		0		0		2		Currency exchange contracts		30		(8)
Energy contracts	Energy contracts	(2)		(1)		3		(10)		0		0		0		0		Energy contracts		10		2

Total	Total	$	(34)	$	1	$	(96)	$	26	$	0	$	0	$	0	$	2	Total		$	(153)	$	(28)

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Gain (Loss) Reclassification


		Amount of Gain (Loss) Reclassified from AOCI into Income/(Expense) (Effective Portion) Three Months Ended December 31,				Amount of Gain (Loss) Reclassified from AOCI into Income/(Expense) (Effective Portion) Nine Months Ended December 31,				Location of Gain (Loss) Reclassified from AOCI into Earnings		Amount of Gain (Loss) Reclassified from Accumulated other comprehensive loss into Income/(Expense) (Effective Portion) Three Months Ended June 30,			Location of Gain (Loss) Reclassified from Accumulated other comprehensive loss into Earnings
in millions	in millions	2020		2019		2020		2019			in millions		2021		2020
Cash flow hedging derivatives	Cash flow hedging derivatives										Cash flow hedging derivatives

Energy contracts(1)	Energy contracts(1)	$	(2)	$	(1)	$	(9)	$	(3)	Cost of goods sold (exclusive of depreciation and amortization)	Energy contracts(1)		$	(1)	$	(3)	Cost of goods sold (exclusive of depreciation and amortization)
Metal contracts	Metal contracts	(4)		(2)		(14)		(3)		Cost of goods sold (exclusive of depreciation and amortization)	Metal contracts		2		(4)		Cost of goods sold (exclusive of depreciation and amortization)
Metal contracts	Metal contracts	(54)		15		1		68		Net sales	Metal contracts		(139)		70		Net sales
Currency exchange contracts	Currency exchange contracts	(11)		(2)		(34)		(3)		Cost of goods sold (exclusive of depreciation and amortization)	Currency exchange contracts		—		(11)		Cost of goods sold (exclusive of depreciation and amortization)
Currency exchange contracts	Currency exchange contracts	(1)		—		(3)		—		Selling, general and administrative expenses	Currency exchange contracts		—		(1)		Selling, general and administrative expenses
Currency exchange contracts	Currency exchange contracts	3		(3)		—		(10)		Net sales	Currency exchange contracts		1		(2)		Net sales
Currency exchange contracts	Currency exchange contracts	—		—		(1)		(1)		Depreciation and amortization	Currency exchange contracts		(1)		—		Depreciation and amortization
Total	Total	$	(69)	$	7	$	(60)	$	48	Income from continuing operations before income tax provision	Total		$	(138)	$	49	Income (loss) from continuing operations before income tax provision
		20		(1)		18		(11)		Income tax provision			37		(13)		Income tax provision (benefit)
		$	(49)	$	6	$	(42)	$	37	Net (loss) gain			$	(101)	$	36	Net (loss) gain

_________________________

(1)Includes amounts related to electricity, natural gas, and diesel swaps.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The following tables summarize the location and amount of gains (losses) that were reclassified from "~~Accumulated~~accumulated other comprehensive ~~income (loss)~~"loss into earnings and the amount excluded from the assessment of effectiveness for the periods presented.


		Three Months Ended December 31, 2020										Nine Months Ended December 31, 2020											Three Months Ended June 30, 2021
in millions	in millions	Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net		Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net		in millions		Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net
Gain (loss) on cash flow hedging relationships	Gain (loss) on cash flow hedging relationships																					Gain (loss) on cash flow hedging relationships
Metal commodity contracts:	Metal commodity contracts:																					Metal commodity contracts:
Amount of gain reclassified from AOCI into income		$	(54)	$	(4)	$	0	$	0	$	0	$	1	$	(14)	$	0	$	0	$	0
Amount of gain reclassified from accumulated other comprehensive loss into income																						Amount of gain reclassified from accumulated other comprehensive loss into income		$	(139)	$	2	$	0	$	0	$	0
Energy commodity contracts:	Energy commodity contracts:																					Energy commodity contracts:
Amount of loss reclassified from AOCI into income		$	0	$	(2)	$	0	$	0	$	0	$	0	$	(9)	$	0	$	0	$	0
Amount of loss reclassified from accumulated other comprehensive loss into income																						Amount of loss reclassified from accumulated other comprehensive loss into income		$	0	$	(1)	$	0	$	0	$	0
Foreign exchange contracts:	Foreign exchange contracts:																					Foreign exchange contracts:
Amount of loss reclassified from AOCI into income		$	3	$	(11)	$	(1)	$	0	$	0	$	0	$	(34)	$	(3)	$	(1)	$	0
Amount of loss reclassified from accumulated other comprehensive loss into income																						Amount of loss reclassified from accumulated other comprehensive loss into income		$	1	$	0	$	0	$	(1)	$	0
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Amount excluded from effectiveness testing recognized in earnings based on changes in fair value		$	0	$	0	$	0	$	0	$	0


		Three Months Ended December 31, 2019										Nine Months Ended December 31, 2019											Three Months Ended June 30, 2020
in millions	in millions	Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net		Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net		in millions		Net Sales		Cost of Goods Sold		Selling, General & Administrative Expenses		Depreciation and Amortization		Other (Income) Expenses, Net
Gain (loss) on cash flow hedging relationships	Gain (loss) on cash flow hedging relationships																					Gain (loss) on cash flow hedging relationships
Metal commodity contracts:	Metal commodity contracts:																					Metal commodity contracts:
Amount of gain reclassified from AOCI into income		$	15	$	(2)	$	0	$	0	$	0	$	68	$	(3)	$	0	$	0	$	0
Amount of gain reclassified from accumulated other comprehensive loss into income																						Amount of gain reclassified from accumulated other comprehensive loss into income		$	70	$	(4)	$	0	$	0	$	0
Energy commodity contracts:	Energy commodity contracts:																					Energy commodity contracts:
Amount of loss reclassified from AOCI into income		$	0	$	(1)	$	0	$	0	$	0	$	0	$	(3)	$	0	$	0	$	0
Amount of loss reclassified from accumulated other comprehensive loss into income																						Amount of loss reclassified from accumulated other comprehensive loss into income		$	0	$	(3)	$	0	$	0	$	0
Foreign exchange contracts:	Foreign exchange contracts:																					Foreign exchange contracts:
Amount of loss reclassified from AOCI into income		$	(3)	$	(2)	$	0	$	0	$	0	$	(10)	$	(3)	$	0	$	(1)	$	0
Amount of loss reclassified from accumulated other comprehensive loss into income																						Amount of loss reclassified from accumulated other comprehensive loss into income		$	(2)	$	(11)	$	(1)	$	0	$	0
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	2	Amount excluded from effectiveness testing recognized in earnings based on changes in fair value		$	0	$	0	$	0	$	0	$	0

3525

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~14.~~13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the change in the components of ~~"Accumulated~~accumulated other comprehensive ~~income (loss)," net of tax~~loss, ~~and~~ excluding ~~"Noncontrolling interest,"~~noncontrolling interests, for the periods presented.

in millions Currency Translation
Cash Flow Hedges(1)
Postretirement Benefit Plans(2)
Total
Balance as of September 30, 2020 $ (158) $ (78) $ (222) $ (458)
Other comprehensive income (loss) before reclassifications 170 (26) (8) 136
Amounts reclassified from AOCI, net 0 49 7 56
Net current-period other comprehensive income (loss) 170 23 (1) 192
Balance as of December 31, 2020 $ 12 $ (55) $ (223) $ (266)
Currency Translation
Cash Flow Hedges(1)
Postretirement Benefit Plans(2)
Total
Balance as of September 30, 2019 $ (317) $ (33) $ (233) $ (583)
Other comprehensive income (loss) before reclassifications 79 0 (5) 74
Amounts reclassified from AOCI, net 0 (6) 6 0
Net current-period other comprehensive income (loss) 79 (6) 1 74
Balance as of December 31, 2019 $ (238) $ (39) $ (232) $ (509)
Currency Translation
Cash Flow Hedges(1)
Postretirement Benefit Plans(2)
Total
Balance as of March 31, 2020 $ (309) $ (26) $ (285) $ (620)
Other comprehensive income (loss) before reclassifications 351 (71) 37 317
Amounts reclassified from AOCI, net(3)
(30) 42 25 37
Net current-period other comprehensive income (loss) 321 (29) 62 354
Balance as of December 31, 2020 $ 12 $ (55) $ (223) $ (266)
Currency Translation
Cash Flow Hedges(1)
Postretirement Benefit Plans(2)
Total
Balance as of March 31, 2019 $ (236) $ (22) $ (248) $ (506)
Other comprehensive (loss) income before reclassifications (2) 20 (2) 16
Amounts reclassified from AOCI, net 0 (37) 18 (19)
Net current-period other comprehensive (loss) income (2) (17) 16 (3)
Balance as of December 31, 2019 $ (238) $ (39) $ (232) $ (509)
















	Currency Translation		Cash Flow Hedges(1)		Postretirement Benefit Plans(2)		Total
Balance as of March 31, 2021	$	(95)	$	(133)	$	(138)	$	(366)
Other comprehensive income (loss) before reclassifications	30		(115)		1		(84)
Amounts reclassified from accumulated other comprehensive loss, net	0		101		1		102
Net current-period other comprehensive income (loss)	30		(14)		2		18
Balance as of June 30, 2021	$	(65)	$	(147)	$	(136)	$	(348)

	Currency Translation		Cash Flow Hedges(1)		Postretirement Benefit Plans(2)		Total
Balance as of March 31, 2020	$	(309)	$	(26)	$	(285)	$	(620)
Other comprehensive income (loss) before reclassifications	55		(20)		(4)		31
Amounts reclassified from accumulated other comprehensive loss, net	0		(36)		9		(27)
Net current-period other comprehensive income (loss)	55		(56)		5		4
Balance as of June 30, 2020	$	(254)	$	(82)	$	(280)	$	(616)

_________________________

(1)For additional information on our cash flow hedges, see Note 1312 – Financial Instruments and Commodity ~~Contracts.~~Contracts.

(2)For additional information on our postretirement benefit plans, see Note 1110 – Postretirement Benefit ~~Plans.~~

~~(3)~~Plans~~Amounts reclassified from AOCI relate to currency translation are due to the sale of Duffel.~~.

3626

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~15.~~14. FAIR VALUE MEASUREMENTS

We record certain assets and liabilities, primarily derivative instruments, on our condensed 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, zinc, copper, 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, copper and zinc forward contracts, and 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 electricity swap, which is our only Level 3 derivative 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, the average forward price at ~~December 31, 2020,~~June 30, 2021, estimated using the method described above, was ~~$39~~$43 per megawatt hour, which represented an approximately $4$5 premium over forward prices in the nearby observable market. The actual rate from the most recent swap settlement was approximately ~~$34~~$44 per megawatt hour. Each $1 per megawatt hour decline in price decreases the valuation of the electricity swap by less than $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 ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, 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.

3727

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents our derivative assets and liabilities which were measured and recognized at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020.~~2021. The table below also discloses the net fair value of the derivative instruments after considering the impact of master netting agreements.


		December 31, 2020				March 31, 2020					June 30, 2021				March 31, 2021
in millions	in millions	Assets		Liabilities		Assets		Liabilities		in millions	Assets		Liabilities		Assets		Liabilities
Level 2 instruments:	Level 2 instruments:									Level 2 instruments:
Metal contracts	Metal contracts	$	100	$	(146)	$	187	$	(107)	Metal contracts	$	141	$	(320)	$	111	$	(230)
Currency exchange contracts	Currency exchange contracts	56		(36)		15		(106)		Currency exchange contracts	34		(34)		28		(52)
Energy contracts	Energy contracts	1		(2)		0		(10)		Energy contracts	10		0		2		(1)
Total level 2 instruments	Total level 2 instruments	$	157	$	(184)	$	202	$	(223)	Total level 2 instruments	$	185	$	(354)	$	141	$	(283)
Level 3 instruments:	Level 3 instruments:									Level 3 instruments:
Energy contracts	Energy contracts	0		(3)		0		(6)		Energy contracts	0		(1)		0		(2)
Total level 3 instruments	Total level 3 instruments	$	0	$	(3)	$	0	$	(6)	Total level 3 instruments	$	0	$	(1)	$	0	$	(2)
Total gross	Total gross	$	157	$	(187)	$	202	$	(229)	Total gross	$	185	$	(355)	$	141	$	(285)
Netting adjustment(1)	Netting adjustment(1)	$	(68)	$	68	$	(72)	$	72	Netting adjustment(1)	$	(102)	$	102	$	(81)	$	81
Total net	Total net	$	89	$	(119)	$	130	$	(157)	Total net	$	83	$	(253)	$	60	$	(204)

_________________________

(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.

There were no unrealized gains (losses) recognized in ~~"Other~~other (income) expenses, ~~net"~~net for the three ~~and nine~~ months ended ~~December 31, 2020~~June 30, 2021 related to Level 3 financial instruments.

~~Novelis Inc.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

The following table presents a reconciliation of fair value activity for Level 3 derivative contracts.


in millions	Level 3 – Derivative Instruments(1)
Balance as of March 31, ~~2020~~2021	$	~~(6)~~(2)
Unrealized/realized gain ~~(loss)~~ included in earnings(2)	42
~~Unrealized/realized gain (loss) included in AOCI(3)~~	0
Settlements(2)	(1)
Balance as of ~~December 31, 2020~~June 30, 2021	$	~~(3)~~(1)

_________________________

(1)Represents net derivative liabilities.

(2)Included in ~~"Other~~other (income) expenses, net."

~~(3)Included in "Net change in fair value of effective portion of cash flow hedges."~~

In addition to our derivative assets and liabilities held at fair value, we have a Level 3 receivable related to the contingent consideration for the sale of Duffel to ALVANCE. AtUpon closing on September 30, 2020, we recorded a receivable at a fair value of €93 million ($109 million) measured based on the anticipated outcome, timeline of arbitration of greater than one year, and a discount rate of 5%. As of ~~December~~March 31, ~~2020,~~2021, the fair value ~~has~~had been adjusted for the accretion of imputed interest to ~~€94~~€95 million ($~~114~~112 million). ~~This imputed interest is included "Net income~~

As of June 30, 2021, Novelis marked all outstanding receivables related to the sale of Duffel to an estimated fair value of €45 million ($53 million), which resulted in a loss of €51 million ($61 million) recorded in loss from ~~continuing operations" on our condensed consolidated statements~~discontinued operations, net of ~~operations.~~tax. See Note 3 – Discontinued Operations for more information.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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. The table excludes finance leases and 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.


		December 31, 2020				March 31, 2020					June 30, 2021				March 31, 2021
in millions	in millions	Carrying Value		Fair Value		Carrying Value		Fair Value		in millions	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term receivables from related parties	Long-term receivables from related parties	$	1	$	1	$	0	$	0	Long-term receivables from related parties	$	1	$	1	$	1	$	1
Total debt — third parties (excluding finance leases and short-term borrowings)	Total debt — third parties (excluding finance leases and short-term borrowings)	6,331		6,644		5,364		5,267		Total debt — third parties (excluding finance leases and short-term borrowings)	5,479		5,754		5,702		5,967

3929

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~16.~~15. OTHER (INCOME) EXPENSES, NET

"Other (income) expenses, ~~net"~~net consists of the following.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
Currency (gains) losses, net(1)		$	(2)	$	0	$	1	$	2
Unrealized (gains) losses on change in fair value of derivative instruments, net(2)		(13)		(6)		14		(15)
Realized losses on change in fair value of derivative instruments, net(2)		2		1		2		9
Loss (gain) on sale of assets, net		2		1		0		(1)
Currency losses (gains), net(1)										Currency losses (gains), net(1)	$	5	$	(2)
Unrealized losses on change in fair value of derivative instruments, net(2)										Unrealized losses on change in fair value of derivative instruments, net(2)	4		33
Realized gains on change in fair value of derivative instruments, net(2)										Realized gains on change in fair value of derivative instruments, net(2)	(12)		(9)
Gain on sale of assets, net										Gain on sale of assets, net	0		(2)
Gain on Brazilian tax litigation, net(3)	Gain on Brazilian tax litigation, net(3)	0		(8)		0		(7)		Gain on Brazilian tax litigation, net(3)	(76)		0
Interest income	Interest income	(3)		(2)		(7)		(8)		Interest income	(3)		(3)
Non-operating net periodic benefit cost(4)	Non-operating net periodic benefit cost(4)	7		8		27		23		Non-operating net periodic benefit cost(4)	(2)		10
Charitable contribution(5)	Charitable contribution(5)	0		0		50		0		Charitable contribution(5)	0		50
Other, net(6)	Other, net(6)	0		3		(1)		0		Other, net(6)	20		(2)
Other (income) expenses, net	Other (income) expenses, net	$	(7)	$	(3)	$	86	$	3	Other (income) expenses, net	$	(64)	$	75

_________________________

(1)Includes ~~"Gain~~(gain) loss recognized on balance sheet remeasurement currency exchange contracts, net." See Note 1211 – Currency Losses (Gains) for further details.

(2)See Note 1312 – Financial Instruments and Commodity Contracts for further details.

(3)See Note 1817 – 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 0 – Postretirement Benefit Plans.

(5)Represents a charitable contribution for COVID-19 relief.

(6)Primarily relates to $18 million from the release of certain outstanding receivables.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~17.~~16. INCOME TAXES

For the three ~~and nine~~ months ended ~~December 31,~~June 30, 2021 and June 30, 2020, we had an effective tax rate of ~~29%~~26% and ~~30%, respectively. For the three and nine months ended December 31, 2019, we had an effective tax rate of 31% and 30%~~32%, respectively. These tax rates are primarily due to the results of operations taxed at foreign statutory tax rates that differ from the 25% Canadian tax rate, including withholding taxes and changes to the Brazilian real foreign exchange rate, ~~and~~offset by certain other ~~non-deductible expenses, offset by~~non-taxable income, tax ~~credits.~~credits, and a tax rate change in the United Kingdom enacted in fiscal 2021. The corporate tax rate in the United Kingdom is scheduled to increase from 19% to 25%, effective for the fiscal year beginning April 1, 2023. The impact of this change resulted in a tax benefit of approximately $8 million.

As of ~~December 31, 2020,~~June 30, 2021, we had a net deferred tax ~~asset~~liability of ~~$33 million.~~$88 million. This amount included gross deferred tax assets of approximately ~~$1.6~~$1.5 billion and a valuation allowance of ~~$819~~$822 million. It is reasonably possible that our estimates of future taxable income may change within the next twelve months resulting in a change to the valuation allowance in one or more jurisdictions.

Tax authorities continue to examine certain of our tax filings for fiscal years 2013 through 2016. As a result of audit settlements, 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, are not expected to decrease in the next twelve months. In the current period, reserves of approximately $1.4 million were released due to settlement of a Korea audit. With few exceptions, tax returns for all jurisdictions for all tax years before 2010 are no longer subject to examination by taxing authorities.

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 impacted the 2020 income tax provision computations by the Company and were reflected in the fourth quarter of fiscal 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% to 50% of adjusted taxable income (ATI) as well as allow the election to apply 2019 ATI to compute 163(j) for the current year. 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 and increased the tax losses for the quarter ended December 31, 2020.

Prior to being acquired by Novelis, Aleris entities had significant attributes in the U.S., Germany, and China which required evaluation after the acquisition. For U.S. purposes, a corporation’s ability to deduct its U.S. NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of IRC Section 382 if it undergoes an ownership change defined as a cumulative stock ownership change among material stockholders exceeding 50% during a rolling three-year period. Based on our preliminary analysis under Section 382, we believe that approximately $162 million of Aleris US federal NOL carryforwards are limited by Section 382 as of December 31, 2020. For state tax purposes, management believes it is more likely than not that a limitation under Section 382 will impair the realizability of the net deferred tax assets and a $16 million valuation allowance has been recorded on the state attributes.

Additionally, Aleris Germany had interest carryforwards that were not subject to expiration. However, the business combination will result in an ownership change for German income tax purposes. Therefore, the interest carryforwards are limited and consequently were written off as part of the acquisition in the amount of $4 million.

4131

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~18.~~17. 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. 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.

Environmental Matters

We have established liabilities based on our estimates for currently anticipated costs associated with environmental matters. We estimate that the costs related to our environmental liabilities as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020~~2021 were approximately ~~$23~~$24 million and $8$23 million, respectively. Of the total ~~$23~~$24 million at ~~December 31, 2020,~~June 30, 2021, $5 million was associated with restructuring actions and the remaining ~~$18~~$19 million is associated with undiscounted environmental clean-up costs. As of ~~December 31, 2020,~~June 30, 2021, $6 million is included in ~~"Accrued~~accrued expenses and other current ~~liabilities"~~liabilities and the remaining is within ~~"Other~~other long–term ~~liabilities"~~liabilities in our accompanying condensed consolidated balance sheets.

Brazilian Tax 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. Total settlement liabilities as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020~~2021 were ~~$23~~$21 million and ~~$27~~$20 million, respectively. As of ~~December 31, 2020,~~June 30, 2021, $6 million is included in ~~"Accrued~~accrued expenses and other current ~~liabilities"~~liabilities and the remaining is within ~~"Other~~other long–term ~~liabilities"~~liabilities in our accompanying condensed consolidated balance sheets.

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. Total liabilities for other disputes and claims were ~~$20~~$31 million as of ~~December 31, 2020~~June 30, 2021 and ~~$18~~$24 million as of March 31, ~~2020.~~2021. As of ~~December 31, 2020, $1~~June 30, 2021, $2 million is included in ~~"Accrued~~accrued expenses and other current ~~liabilities"~~liabilities and the remaining is within ~~"Other~~other long–term ~~liabilities"~~liabilities in our accompanying condensed 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~~other (income) expenses, ~~net"~~net on the condensed consolidated statement of operations.

~~For additional information, please refer~~During fiscal 2021, fiscal 2020, and fiscal 2019, we received multiple favorable rulings from the Brazilian court that recognized the right to ~~our Form 10-K~~exclude certain taxes related to contributions to the social integration program and social security contributions on gross revenues, also known as PIS and COFINS. As a result of these cases, we have the right to apply for tax credits for the ~~fiscal year ended March 31, 2020.~~amounts overpaid during specified tax years. These credits and corresponding interest can be used to offset various Brazilian federal taxes in future years.

~~Duffel Sale~~

~~On September 30, 2020, we completed the sale of Duffel to Liberty House Group through its subsidiary, ALVANCE, the international aluminum business~~The Brazilian Office of the ~~GFG Alliance. Upon closing, we~~Attorney General of the National Treasury sought clarification from the Brazilian Supreme Court of certain matters, including the calculation methodology (i.e. gross or net credit amount) and timing of these credits. Since the Brazilian Supreme Court had not yet confirmed the appropriate methodology when these favorable rulings were received, ~~€210 million ($246 million as of September 30, 2020)~~Novelis recorded this benefit in ~~cash and a €100 million ($117 million as of September 30, 2020) receivable that is deemed to be contingent consideration subject to~~ the ~~results of a binding arbitration proceeding under German law that is currently underway. The arbitration will determine the responsibility of ALVANCE to Novelis~~corresponding periods based on the ~~parties’ relative culpability~~net credit amount.

However, during the first quarter of fiscal 2022, the Brazilian Supreme Court ruled that the credit should be calculated using the gross methodology for ~~certain breaches~~lawsuits filed prior to March 2017. As such, Novelis has recorded additional income of ~~obligations under the purchase~~$76 million in other (income) expenses, net, $48 million of which is principal and ~~sale agreement, potentially reduced by certain claims~~$29 million of ~~ALVANCE against Novelis. Arbitration results are inherently uncertain~~interest, related to PIS and ~~unpredictable, and there can be no assurance of the result the arbitral tribunal will reach. The arbitrators may award Novelis no more than €100 million and may not award any damages to ALVANCE.~~

~~We have elected to account~~COFINS for the ~~contingent consideration at fair value and will mark~~years 2009 to ~~fair value on a quarterly basis. At closing on September 30, 2020, the estimated fair value~~2017, net of ~~the purchase price~~$1 million in litigation expense. This income is subject to ~~arbitration was €93~~income taxes and therefore, resulted in the recognition of income of $51 million ($109 million). We have recorded the contingent consideration in "Other long–term assets — third parties" and changes to the estimated fair value resulting from quarterly revaluations will be recorded to “Netwithin net income (loss). The credit amounts, interest calculation, and supporting documentation are subject to further validation and scrutiny by tax authorities for five years after the credits are utilized. Thus, credits recognized may differ from ~~discontinued operations, net~~these amounts.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In order to qualify for these credits, the Company is required to compile and present verifiable support validating the credits. The Company is still in process of ~~tax."~~

~~See Note 3 – Discontinued Operations~~compiling supporting documentation related to PIS for ~~more information.~~the years 2002 to 2008 and COFINS for the years 1991 to 2008, and therefore has not yet recorded an estimate for these periods. Novelis expects to complete this process and record the impacts of any additional credits by the end of fiscal 2022.

4233

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~19.~~18. 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 4 operating segments: North America, Europe, Asia, and South America. All of our segments manufacture aluminum sheet and light gauge products. We also manufacture aluminum plate products in Europe and Asia.

The following is a description of our operating segments.

North America. Headquartered in Atlanta, Georgia, this segment operates 1617 plants, including 7 with recycling operations, in 2 countries.

Europe. Headquartered in Küsnacht, Switzerland, this segment operates 1110 plants, including 75 with recycling operations, in 4 countries.

Asia. Headquartered in Seoul, South Korea, this segment operates 4 plants, including 32 with recycling operations, in 2 countries.

South America. Headquartered in Sao Paulo, Brazil, this segment ~~comprises power generation operations and~~ operates 2 plants in Brazil, including 1 with recycling operations.

Net sales and expenses are measured in accordance with the policies and procedures described in Note 1 – Business and Summary of Significant Accounting Policies shown in our 2021 Form ~~10-K for the fiscal year ended March 31, 2020.~~10-K.

We measure the profitability and financial performance of our operating segments based on 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 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~~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)~~(gain) loss on extinguishment of ~~debt";~~debt; (g) noncontrolling ~~interest's~~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~~restructuring and impairment ~~net";~~(reversal) expenses, 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) ~~"income~~income tax provision (benefit)"; (o) cumulative effect of accounting change, net of tax; (p) metal price lag; (q) ~~"business~~business acquisition and other ~~integration~~ related costs"; (r) purchase price accounting adjustments; (s) ~~"income~~income (loss) from discontinued operations, net of ~~tax";~~tax; and (t) ~~"loss~~loss on sale of discontinued operations, net of tax."

The tables ~~below~~that follow show selected segment financial ~~information (in millions). The~~information. "Eliminations and 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 measures, we must adjust proportional consolidation of each line item. The "Eliminations and 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 6 – Consolidation and Note 7 ~~– Consolidation and Note 8~~ – 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.

4334

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Selected Segment Financial Information


December 31, 2020		North America		Europe		Asia		South America		Eliminations and Other(1)		Total
June 30, 2021														June 30, 2021	North America		Europe		Asia		South America		Eliminations and Other(1)		Total
Investment in and advances to non–consolidated affiliates	Investment in and advances to non–consolidated affiliates	$	0	$	522	$	336	$	0	$	0	$	858	Investment in and advances to non–consolidated affiliates	$	0	$	517	$	333	$	0	$	0	$	850
Total assets	Total assets	3,926		4,197		2,452		1,741		644		12,960		Total assets	4,501		4,153		2,370		1,943		620		13,587


March 31, 2020		North America		Europe		Asia		South America		Eliminations and Other		Total
March 31, 2021														March 31, 2021	North America		Europe		Asia		South America		Eliminations and Other(1)		Total
Investment in and advances to non–consolidated affiliates	Investment in and advances to non–consolidated affiliates	$	0	$	465	$	295	$	0	$	0	$	760	Investment in and advances to non–consolidated affiliates	$	0	$	510	$	328	$	0	$	0	$	838
Total assets	Total assets	4,274		3,075		1,737		1,626		277		10,989		Total assets	4,084		3,974		2,423		1,797		607		12,885


Selected Operating Results Three Months Ended December 31, 2020		North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party		$	1,173	$	939	$	554	$	486	$	89	$	3,241
Net sales - intersegment		5		37		2		0		(44)		0
Net sales		$	1,178	$	976	$	556	$	486	$	45	$	3,241

Depreciation and amortization		$	61	$	44	$	24	$	18	$	(10)	$	137
Income tax provision		17		9		15		33		6		80
Capital expenditures		34		22		33		21		(3)		107

Selected Operating Results Three Months Ended December 31, 2019		North America		Europe		Asia		South America		Eliminations and Other		Total

Selected Operating Results Three Months Ended June 30, 2021														Selected Operating Results Three Months Ended June 30, 2021	North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party	Net sales - third party	$	981	$	717	$	478	$	466	$	73	$	2,715	Net sales - third party	$	1,456	$	1,068	$	666	$	574	$	91	$	3,855
Net sales - intersegment	Net sales - intersegment	0		19		7		15		(41)		0		Net sales - intersegment	0		52		6		2		(60)		0
Net sales	Net sales	$	981	$	736	$	485	$	481	$	32	$	2,715	Net sales	$	1,456	$	1,120	$	672	$	576	$	31	$	3,855

Depreciation and amortization	Depreciation and amortization	$	39	$	29	$	16	$	17	$	(10)	$	91	Depreciation and amortization	$	56	$	44	$	22	$	18	$	(6)	$	134
Income tax provision (benefit)	Income tax provision (benefit)	5		5		9		33		(3)		49		Income tax provision (benefit)	17		11		18		63		(1)		108
Capital expenditures	Capital expenditures	70		21		23		15		(4)		125		Capital expenditures	45		15		14		29		(2)		101

Selected Operating Results Nine Months Ended December 31, 2020		North America		Europe		Asia		South America		Eliminations and Other		Total
Selected Operating Results Three Months Ended June 30, 2020														Selected Operating Results Three Months Ended June 30, 2020	North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party	Net sales - third party	$	3,193	$	2,400	$	1,533	$	1,256	$	263	$	8,645	Net sales - third party	$	828	$	669	$	499	$	345	$	85	$	2,426
Net sales - intersegment	Net sales - intersegment	5		80		12		7		(104)		0		Net sales - intersegment	0		18		6		7		(31)		0
Net sales	Net sales	$	3,198	$	2,480	$	1,545	$	1,263	$	159	$	8,645	Net sales	$	828	$	687	$	505	$	352	$	54	$	2,426

Depreciation and amortization	Depreciation and amortization	$	175	$	125	$	66	$	53	$	(23)	$	396	Depreciation and amortization	$	49	$	38	$	20	$	18	$	(7)	$	118
Income tax (benefit) provision	Income tax (benefit) provision	1		1		39		87		(9)		119		Income tax (benefit) provision	(33)		(10)		10		25		(21)		(29)
Capital expenditures	Capital expenditures	124		56		85		74		(6)		333		Capital expenditures	49		16		24		24		(1)		112

Selected Operating Results Nine Months Ended December 31, 2019		North America		Europe		Asia		South America		Eliminations and Other		Total
Net sales - third party		$	3,167	$	2,239	$	1,468	$	1,390	$	227	$	8,491
Net sales - intersegment		0		103		12		40		(155)		0
Net sales		$	3,167	$	2,342	$	1,480	$	1,430	$	72	$	8,491

Depreciation and amortization		$	115	$	86	$	47	$	50	$	(31)	$	267
Income tax provision		33		5		22		88		9		157
Capital expenditures		239		44		95		53		(1)		430

_________________________

(1)Includes assets of discontinued operations.

4435

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The table below displays the reconciliation from ~~"Net~~net income (loss) attributable to our common ~~shareholder"~~shareholder to segment ~~income from reportable segments.~~income.

Three Months Ended
December 31,
Nine Months Ended
December 31,
in millions 2020 2019 2020 2019
Net income attributable to our common shareholder $ 176 $ 107 $ 60 $ 357
Noncontrolling interest 1 0 1 0
Income tax provision 80 49 119 157
Depreciation and amortization 137 91 396 267
Interest expense and amortization of debt issuance costs 66 59 206 185
Adjustment to reconcile proportional consolidation 13 13 42 42
Unrealized (gains) losses on change in fair value of derivative instruments, net (13) (6) 14 (15)
Realized (gains) losses on derivative instruments not included in segment income (2) (1) 2 2
Restructuring and impairment, net 20 3 28 36
Loss (gain) on sale of fixed assets 2 1 0 (1)
Purchase price accounting adjustments 0 0 29 0
Loss from discontinued operations, net of tax 18 0 47 0
Loss on sale of discontinued operations, net of tax 0 0 170 0
Metal price lag 0 11 32 18
Business acquisition and other integration related costs 0 17 11 46
Other, net 3 (1) 52 (5)
Segment income from reportable segments $ 501 $ 343 $ 1,209 $ 1,089


	Three Months Ended June 30,
in millions	2021		2020
Net income (loss) attributable to our common shareholder	$	240	$	(79)
Net income attributable to noncontrolling interests	0		0
Income tax provision (benefit)	108		(29)
Loss from discontinued operations, net of tax	63		18

Income (loss) from continuing operations before income tax provision	411		(90)
Depreciation and amortization	134		118
Interest expense and amortization of debt issuance costs	59		70
Adjustment to reconcile proportional consolidation(1)	14		14
Unrealized losses on change in fair value of derivative instruments, net	4		33
Realized (gains) losses on derivative instruments not included in segment income(2)	(1)		3

Gain on extinguishment of debt	(2)		0
Restructuring and impairment (reversal) expenses, net	(2)		1
Gain on sale of assets, net	0		(2)
Purchase price accounting adjustments(3)	0		28

Metal price lag	(54)		20
Business acquisition and other related costs(4)	0		11
Other, net(5)	(8)		47
Segment income	$	555	$	253

~~"Business acquisition and other integration related costs" are primarily legal and professional fees associated with our acquisition of Aleris.~~_________________________

"(1)Adjustment to reconcile proportional ~~consolidation"~~consolidation relates to depreciation, amortization, and income taxes of our equity method investments. Income taxes related to our equity method investments are reflected in the carrying value of the investment and not in our consolidated ~~"Income~~income tax ~~provision."~~provision (benefit).

"(2)Realized (gains) losses on derivative instruments not included in segment ~~income"~~income represents foreign currency derivatives ~~not related~~unrelated to operations.

"(3)Purchase price accounting ~~adjustments"~~adjustments primarily relates to the relief of the inventory step-up related to the acquired Aleris business.

~~"Other, net"~~(4)Business acquisition and other related costs are primarily legal and professional fees associated with our acquisition of Aleris.

(5)For the three months ended June 30, 2021, other, net primarily relates to $29 million of interest income recognized as a result of Brazilian tax litigation settlements, partially offset by $18 million from the release of certain outstanding receivables. For the three months ended June 30, 2020, other, net primarily relates to a charitable contribution for COVID-19 relief as well as interest income.

The following table ~~below~~ displays segment income ~~from~~by reportable ~~segments by region.~~segment.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
North America	North America	$	206	$	127	$	489	$	468	North America	$	172	$	78
Europe	Europe	98		47		181		160		Europe	102		20
Asia	Asia	78		55		227		154		Asia	88		75
South America	South America	129		116		317		309		South America	193		76
Eliminations and other	Eliminations and other	(10)		(2)		(5)		(2)		Eliminations and other	0		4
Segment income from reportable segments		$	501	$	343	$	1,209	$	1,089
Segment income										Segment income	$	555	$	253

4536

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Information about Product Sales, Major Customers, and Primary Supplier

Product Sales

The following table displays our ~~"Net sales"~~net sales by ~~value stream.~~product end market.


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended June 30,
in millions	in millions	2020		2019		2020		2019		in millions	2021		2020
Can	Can	$	1,596	$	1,536	$	4,431	$	4,714	Can	$	1,940	$	1,380
Automotive	Automotive	704		679		1,671		2,060		Automotive	746		313
Aerospace and industrial plate	Aerospace and industrial plate	85		0		280		0		Aerospace and industrial plate	114		102
Specialty	Specialty	856		500		2,263		1,717		Specialty	1,055		631
Net sales	Net sales	$	3,241	$	2,715	$	8,645	$	8,491	Net sales	$	3,855	$	2,426

Major Customers

The following table displays ~~net sales to~~ customers representing 10% or more of our total ~~"Net sales"~~net sales for any of the periods ~~presented.~~presented and their respective percentage of total net sales.

Three Months Ended
December 31,
Nine Months Ended
December 31,
2020 2019 2020 2019
Ball 15 % 24 % 15 % 23 %
Ford 6 10 6 10


	Three Months Ended June 30,
	2021		2020
Ball	16	%	17	%

Primary Supplier

Rio Tinto ~~(RT)~~ is our primary supplier of metal inputs, including prime and sheet ingot. The table below shows our purchases from RTRio Tinto as a percentage of our total combined metal purchases.

Three Months Ended
December 31,
Nine Months Ended
December 31,
2020 2019 2020 2019
Purchases from RT as a percentage of total combined metal purchases 8 % 12 % 7 % 11 %


	Three Months Ended June 30,
	2021		2020
Purchases from Rio Tinto as a percentage of total combined metal purchases	8	%	7	%

4637

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

19. SUBSEQUENT EVENTS

Debt Activity

On July 26, 2021, we priced an offering of $750 million aggregate principal amount of 3.25% senior notes due 2026 and $750 million aggregate principal amount of 3.875% senior notes due 2031. The offering is expected to close on August 11, 2021. We intend to use the net proceeds from the offering, together with cash on hand, to (i) fund the redemption of all of our outstanding 5.875% Senior Notes due 2026 (the "Existing 2026 Notes"), plus the redemption premium and accrued and unpaid interest and, (ii) pay certain fees and expenses in connection with the foregoing and offering of the Notes.

In connection with the offering, on July 26, 2021, we delivered a notice for the conditional redemption of all of the Existing 2026 Notes pursuant to the indenture, dated as of September 14, 2016. The redemption of the Existing 2026 Notes is subject to, and conditioned upon, the completion of the offering on terms and conditions satisfactory to us yielding net proceeds, together with up to $150 million of cash on hand. The redemption date for the Existing 2026 Notes is August 25, 2021, provided that the redemption date may be extended by the Issuer pending satisfaction of the redemption condition. The Company is still evaluating the financial and accounting impacts of this transaction.

Novelis Head Office Lease

Subsequent to quarter-end, Novelis executed an agreement to relocate our corporate and North America headquarters in Atlanta, GA from Two Alliance Center to One Phipps Plaza. While One Phipps Plaza is still undergoing construction, Novelis currently anticipates the relocation to occur in July 2022. The existing headquarters lease at Two Alliance Center expires in August 2024. We intend to sublease the space at Two Alliance Center while we remain the primary obligor under the original contract.

While the lease at One Phipps Plaza has not yet commenced, we anticipate this lease will create significant rights and obligations to Novelis. The Company is still evaluating the financial impacts of this relocation.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The following information should be read together with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q for a more complete understanding of our financial condition and results of operations. 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, particularly in ~~"SPECIAL~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET ~~DATA."~~DATA.

OVERVIEW AND REFERENCES

Novelis is the leading producer of flat-rolled aluminum products and the world's largest recycler of aluminum. Driven by our purpose to shape a sustainable world together, we ~~work alongside our~~partner with customers ~~to provide innovative solutions to~~in the beverage can, automotive, aerospace, and specialty markets ~~(includes~~(including foil packaging, certain transportation products, architectural, industrial, and consumer durables). to deliver solutions that maximize the benefits of lightweight aluminum throughout North America, Europe, Asia, and South America. Novelis is a subsidiary of Hindalco Industries Limited, an industry leader in aluminum and copper, and the metals flagship company of the Aditya Birla Group, a multinational conglomerate based in Mumbai, India. We have recycling operations in many of our plants to recycle both post-consumer aluminum and post-industrial aluminum. As of ~~December 31, 2020,~~June 30, 2021, we had manufacturing operations in nine countries on four continents, through 33 operating ~~plants,~~facilities, which ~~may~~ include any combination of hot or cold rolling, finishing, casting, or recycling capabilities. We have recycling operations in 1815 of our operating facilities.

In this Quarterly Report on Form 10-Q, unless otherwise specified, the terms "we," "our," "us," "Company," and "Novelis" refer to Novelis Inc., a company incorporated in Canada under the Canadian Business Corporations Act, ~~(CBCA)~~ and its subsidiaries. References herein to "Hindalco" refer to Hindalco Industries Limited, ~~our indirect parent company,~~ which acquired Novelis in May ~~2007, through its indirect wholly-owned subsidiary, AV Metals Inc., our direct parent company.~~2007.

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

References to our Form 10-K made throughout this document refer to our Form 10-K for the fiscal year ended March 31, 2020, filed with the United States Securities and Exchange Commission (SEC) on May 7, 2020.

BUSINESS AND INDUSTRY CLIMATE

On April 14, 2020, Novelis closed its acquisition of Aleris Corporation and ~~is now integrating~~continues to integrate the two companies. The acquisition provides a number of strategic benefits, including increasing the Company’s footprint as an aluminum rolled products manufacturer and diversifying its product and customer portfolio. In addition, ~~more than $180~~we now expect to generate over $200 million ~~of run-rate~~in synergies, ~~have been identified,~~ through traditional integration cost synergies and strategic synergies created by enhancing and integrating operations in Asia. ~~In the months since~~Since closing the transaction, ~~$54~~$100 million of run-rate cost synergies have already been ~~achieved. The results from continuing operations reported for the period ending December 31, 2020 reflect the acquired businesses.~~achieved through June 30, 2021.

The early months of ~~the current~~ fiscal ~~year~~2021 were negatively impacted by a short-term reduction in demand for aluminum rolled products ~~negatively impacted by the spread~~as a result of the COVID-19 ~~pandemic. Some industries such~~pandemic, particularly in the automotive and aerospace markets. With the exception of aerospace, which is expected to remain muted in fiscal 2022 as ~~automotive, aerospace, and some specialty markets, including heat exchangers and transportation, experienced a sharper demand decline than the more resilient beverage can segment. However,~~air travel remains restricted, demand strengthened considerably in the second quarter of fiscal ~~quarter~~2021 across ~~most~~our end markets and has since remained favorable through the third fiscal quarter. While aerospace demand is expected to remain muted into next fiscal year, some end markets, including automotive and specialties, have returned to at or near pre-COVID demand levels due to relatively strong consumer demand. broadly favorable.

We believe the long-term trends for flat-rolled aluminum products remain strong. Economic growth, material substitution, and sustainability considerations, including increased environmental awareness around polyethylene terephthalate ~~(PET)~~ plastics, continue to support long-term 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.

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~~Meanwhile, the long-term~~Near-term demand for aluminum automotive sheet is being impacted by the semiconductor shortage in the automotive ~~industry~~industry. However, long-term demand continues to grow ~~which drove the~~and has driven our recent investments ~~we made~~ in ~~our~~ automotive sheet finishing capacity in ~~North America, Europe, and Asia in recent years, and 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 stricter government emissions and fuel economy regulations, while maintaining or improving vehicle safety and performance, resulting in increased competition with high-strength steel.

We expect long-term demand for building and construction and other specialty products will grow due to increased customer preference for lightweight, sustainable materials and demand for aluminum plate in Asia to grow driven by the development and expansion of industries serving aerospace, ~~semiconductor,~~ rail, and other technically demanding applications.

We believe significant aircraft industry order backlogs for key ~~original equipment manufacturers (OEMs)~~OEMs, including Airbus and Boeing, will translate into growth in the future, and we believe our multi-year supply agreements have positioned us to benefit from future expected demand.

COVID-19 Response

The COVID-19 pandemic continues to cause some travel and business disruption and economic volatility. Government mandates to stay at home or avoid large gatherings of people, as well as infected employees or individuals on-site, have caused some of our customers to temporarily shut down their manufacturing facilities due to lack of demand, government decree, or public health concerns. We are encouraged by the resiliency of the beverage can market and the ongoing recovery in the automotive and specialty markets. We continue working closely with our customers to adjust production based on their sales forecasts.

With our primary focus being the health and well-being of our employees, we ~~are closely monitoring~~continue to monitor the changing landscape with respect to COVID-19 and ~~taking~~take actions to manage our business and support our customers. We have bolstered our own Environmental Health and Safety protocols and aligned them with guidance from global health authorities and government agencies across our operations to help ensure the safety of our employees, customers, suppliers, communities, and other stakeholders. For example, we have implemented social distancing standards and control measures for common work areas, including desks, workstations, meeting rooms, break rooms, cafeterias, clock-in areas, and smoking areas. We have controlled distancing during shift changes by staggering shift change times and creating one-way flows marked on floors. In addition, we have distributed personal protective equipment ~~(PPE)~~ such as facemasks, face shields, and gloves, as well as cleaning stations, personal hygiene products, and disinfection products to our sites. For our non-production workforce, we have strongly encouraged virtual meetings to reduce employee contact and have switched to paperless work environments where possible. ~~With the recent approval of COVID-19 vaccines, we will~~We are also be encouraging employees to get the vaccine ~~as soon as they are able to do so in order~~ to help further ensure the health of our employees, facilities, and communities.

Liquidity Position

We believe that we have ~~substantial~~adequate liquidity to ~~navigate~~manage the ~~current~~business with dynamic ~~environment.~~metal prices. Our cash and cash equivalents and long-term committed available borrowings aggregated to ~~$2.4~~$2.3 billion of liquidity at ~~December 31, 2020.~~June 30, 2021.

~~While we remain ready~~We maintain a disciplined approach to ~~flex costs as necessary in line with customer demand trends, production has increased to near pre-pandemic levels in response to strong customer demand. We continue to prioritize~~ capital spending, onprioritizing maintenance ~~activities and~~capital for our operations, as well as organic strategic capacity expansions projects. ~~With additional capital expenditures required to maintain the acquired Aleris facilities, we~~We expect total capital spending to be in the range of ~~$450~~$600 million to ~~$500~~$700 million for the full fiscal year ~~2021. We remain committed~~2022. This includes approximately $300 million for maintenance spend, as well as strategic spending to ~~our previously announced strategic~~complete automotive capacity expansions ~~with the~~now commissioning ~~of our new automotive capacity~~ in the U.S. and China, ~~underway.~~

the Brazil rolling and casting capacity expansion, and initial spend associated with a strategic capacity expansion in China.

Market Trends

~~While long-term demand trends~~Demand for ~~flat-rolled~~lightweight, highly recyclable aluminum ~~products remain broadly intact, there are varying degrees of uncertainty in near-term demand resulting from the COVID-19 pandemic across end markets. Beverage can~~beverage packaging, which represents the largest share of our shipment product portfolio, remains strong across all regions.

Demand for aluminum sheet across specialties markets, including electronics, electric vehicle battery enclosures, painted products, container foil, and building and construction markets also remains high.

While we believe long-term demand trends are intact, the current global semiconductor shortage impacting the automotive industry has resulted in temporary automotive customer shutdowns and has ~~historically been a relatively recession resistant product. Our beverage can sheet shipments increased versus the prior year and sequentially in the third quarter, as~~reduced near-term demand for automotive aluminum ~~cans as a package type was very strong, particularly across the Americas.~~

~~The~~sheet. However, automotive ~~industry was severely impacted by the slowdown resulting from COVID-19~~shipments in the first quarter of fiscal ~~2021, as major US and European automotive OEMs temporarily shut down production. However,~~2022 have doubled compared to the resumption of most customer operations beginning in May 2020, combined with strong demand for larger vehicles like pick-up trucks, SUVs, and electric vehicles, as well as very strong demand in China for aluminum automotive sheet, has returned our third quarter automotive shipments to their highest level in over a year. While the strong near-term order book is a positive sign, it is unclear how ongoing global economic concerns may impact overall demand beyond the next quarter.

Demand for specialties products has mostly recovered from the lows in April and May 2020. Demand for aluminum sheet in the electronics market in Asia remains strong as consumers purchase tablets, laptops, mobile phones, and other communication devices to work and attend school remotely. Demand for painted products as well as container foil used in recyclable coffee capsules remains resilient in Europe, while the building and construction markets in Europe, and more notably in North America, have shown a strong recovery beginning in our second fiscal quarter supportedprior year period, which was significantly impacted by ~~an increase in home renovation projects as people spend more time in their homes due to social distancing and mandates.~~

COVID-19 related temporary OEM production shutdowns. In aerospace, ~~sharply~~we expect continued lower consumer air travel ~~is expected~~ to ~~drive~~result in soft demand for aerospace sheet ~~and plate into next year.~~in fiscal 2022.

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 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" 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 for 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~~net sales." In Asia, we purchase our metal inputs based on the LME and incur a local market ~~premium; however, many~~premium. 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~~premium. However, in a majority of the new contracts over the last several quarters, we are able to fully pass through ~~this component of our metal input cost to some of our customers.~~the local market premiums in an increasingly favorable demand environment.

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 are as ~~follows:~~follows.


		Three Months Ended December 31,				Percent Change			Nine Months Ended December 31,						Percent Change			Three Months Ended June 30,					Percent Change
		2020		2019				2020			2019			2021					2020
London Metal Exchange Prices	London Metal Exchange Prices																			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	Closing cash price as of beginning of period	$	1,737	$	1,704	2	%		$	1,489		$	1,900		(22)	%	Closing cash price as of beginning of period	$	2,213		$	1,489		49	%
Average cash price during the period	Average cash price during the period	1,918		1,754		9			1,706			1,769			(4)		Average cash price during the period	2,399			1,494		61
Closing cash price as of end of period	Closing cash price as of end of period	1,978		1,800		10			1,978			1,800			10		Closing cash price as of end of period	2,523			1,602		57

The weighted average local market premium are as ~~follows:~~follows.

Three Months Ended
December 31,
Percent Change
Nine Months Ended
December 31,
Percent Change
2020 2019 2020 2019
Weighted average Local Market Premium (per metric tonne, and presented in U.S. dollars) $ 199 $ 191 4 % $ 166 $ 224 (26) %


	Three Months Ended June 30,				Percent Change
	2021		2020
Weighted average Local Market Premium (per metric tonne, and presented in U.S. dollars)	$	397	$	125	218	%

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~~net 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 use LME aluminum forward contracts to preserve our conversion margins and manage the timing differences associated with the LME base metal component of ~~“Net~~net sales” and ~~“Cost~~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. The majority of our local market premium hedging occurs in North America depending on market conditions; however, exposure ~~here~~there is not fully hedged. In ~~our~~ Europe, Asia, and South America, ~~regions,~~ the derivative market for local market premiums is not robust or efficient enough for us to offset the impacts of LMP price movements 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. 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 condensed consolidated statement of operations. In the second quarter of 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. 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 (loss) from continuing operations before income tax ~~provision"~~provision and ~~"Net income."~~net income (loss). Gains and losses on metal derivative contracts are not recognized in ~~"Segment income"~~segment income until realized.

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 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:~~rates.


		Exchange Rate as of		Average Exchange Rate Three Months Ended December 31,		Average Exchange Rate Nine Months Ended December 31,			Exchange Rate as of		Average Exchange Rate Three Months Ended June 30,
		December 31, 2020	March 31, 2020	2020	2019	2020	2019		June 30, 2021	March 31, 2021	2021	2020
Euro per U.S. dollar	Euro per U.S. dollar	0.817	0.911	0.836	0.898	0.860	0.898	Euro per U.S. dollar	0.843	0.851	0.831	0.901
Brazilian real per U.S. dollar	Brazilian real per U.S. dollar	5.197	5.199	5.433	4.086	5.438	4.005	Brazilian real per U.S. dollar	5.002	5.697	5.213	5.443
South Korean won per U.S. dollar	South Korean won per U.S. dollar	1,088	1,223	1,109	1,169	1,171	1,179	South Korean won per U.S. dollar	1,130	1,134	1,118	1,222
Canadian dollar per U.S. dollar	Canadian dollar per U.S. dollar	1.274	1.425	1.301	1.313	1.335	1.323	Canadian dollar per U.S. dollar	1.239	1.257	1.226	1.378
Swiss franc per euro	Swiss franc per euro	1.081	1.061	1.078	1.096	1.073	1.105	Swiss franc per euro	1.096	1.106	1.098	1.063

Exchange rate movements have an impact on our operating results. In Europe, where we have predominantly local currency selling prices and operating costs, we benefit as the euro strengthens but are adversely affected as the euro 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, 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.

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

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RESULTS OF CONSOLIDATED OPERATIONS

For the three months ended ~~December 31, 2020,~~June 30, 2021, we reported ~~"Net~~net income attributable to our common ~~shareholder" a net income~~shareholder of ~~$176~~$240 million, an increase of ~~64%~~404% compared to ~~income~~a net loss of ~~$107~~$79 million in the comparable prior ~~comparable~~year period. We reported segment income of ~~$501~~$555 million, an increase of ~~46%~~119% compared to ~~$343~~$253 million in the comparable prior ~~comparable~~year period. The increase in segment income was due to organic growth, favorable metal benefits, and a $50 million positive segment income contribution from the acquired business. In addition, the current year quarter includes higher depreciation and amortization and interest expense, primarily driven by the acquisition of Aleris, and a higher tax provision on the higher earnings.

For the nine months ended December 31, 2020, we reported "Net income attributable to our common shareholder" of $60 million, a decrease of 83% compared to income of $357 million in the prior comparable period. The decline in net incomeOperational performance was primarily driven by a ~~$170 million loss on sale of discontinued operations and a $50 million charitable donation~~broad recovery in sales compared to ~~support~~the prior year which was significantly impacted by the COVID-19 ~~relief efforts,~~pandemic, as well as ~~higher depreciation and amortization and interest expense. In addition,~~a $76 million gain on Brazilian tax litigation resulting from a favorable decision received in the current period. The prior year ~~includes $14~~period net loss results also included $33 million of unrealized ~~derivative~~derivatives losses, ~~and~~ a ~~$29~~$28 million purchase price accounting adjustment resulting from the relief of an inventory step-up, ~~both~~and $11 million of business acquisition and other related costs, all of which primarily related to the acquired Aleris ~~business. These negative items were partially offset by an increase of 11%~~business, in ~~segment income~~addition to ~~$1.2 billion, compared~~a $50 million charitable donation to $1.1 billion in the prior comparable period, primarily driven by a $140 million positive segment income contribution from the acquired business, favorable metal costs, and cost containment efforts, partially offset by negative impacts resulting from thesupport COVID-19 ~~pandemic early this year.~~ relief efforts.

Further, these factors ~~combined with favorable working capital changes caused by lower base aluminum prices~~ drove net cash provided by operating activities to ~~$570~~$62 million for the ~~nine~~three months ended ~~December 31, 2020,~~June 30, 2021, an increase of ~~$98~~$200 million over the comparable prior year period.

Key Sales and Shipment Trends


		Three Months Ended												Fiscal Year Ended			Three Months Ended								Three Months Ended												Fiscal Year Ended			Three Months Ended
in millions, except percentages and shipments, which are in kt	in millions, except percentages and shipments, which are in kt	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			March 31, 2020			June 30, 2020			September 30, 2020		December 31, 2020		in millions, except percentages and shipments, which are in kt	June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			March 31, 2021			June 30, 2021
Net sales	Net sales	$	2,925		$	2,851		$	2,715		$	2,726		$	11,217		$	2,426		2,978		3,241		Net sales	$	2,426		$	2,978		$	3,241		$	3,631		$	12,276		$	3,855
Percentage (decrease) increase in net sales versus comparable previous year period		(6)		%	(9)		%	(10)		%	(12)		%	(9)		%	(17)		%	4	%	19	%
Percentage (decrease) increase in net sales versus comparable prior year period																								Percentage (decrease) increase in net sales versus comparable prior year period	(17)		%	4		%	19		%	33		%	9		%	59		%
Rolled product shipments:	Rolled product shipments:																							Rolled product shipments:
North America	North America	289			286			269			267			1,111			272			367		347		North America	272			367			347			362			1,348			358
Europe	Europe	234			245			224			220			923			212			240		253		Europe	212			240			253			272			977			279
Asia	Asia	184			177			173			184			718			184			178		184		Asia	184			178			184			201			747			192
South America	South America	139			141			146			148			574			113			148		158		South America	113			148			158			159			578			157
Eliminations	Eliminations	(16)			(14)			(15)			(8)			(53)			(7)			(10)		(9)		Eliminations	(7)			(10)			(9)			(11)			(37)			(13)
Total	Total	830			835			797			811			3,273			774			923		933		Total	774			923			933			983			3,613			973

The following summarizes the percentage increase (decrease) in rolled product shipments versus the comparable previous year period:
The following summarizes the percentage (decrease) increase in rolled product shipments versus the comparable prior year period:																								The following summarizes the percentage (decrease) increase in rolled product shipments versus the comparable prior year period:
North America	North America	5		%	(3)		%	(4)		%	(9)		%	(3)		%	(6)		%	28	%	29	%	North America	(6)		%	28		%	29		%	36		%	21		%	32		%
Europe	Europe	1			7			6			(11)			1			(9)			(2)	%	13	%	Europe	(9)			(2)			13			24			6			32
Asia	Asia	5			5			(5)			(7)			(1)			—			1	%	6	%	Asia	—			1			6			9			4			4
South America	South America	10			12			3			3			7			(19)			5	%	8	%	South America	(19)			5			8			7			1			39
Total	Total	4		%	3		%	—		%	(7)		%	—		%	(7)		%	11	%	17	%	Total	(7)		%	11		%	17		%	21		%	10		%	26		%

Three Months Ended ~~December 31, 2020~~June 30, 2021 Compared to the Three Months Ended ~~December 31, 2019~~June 30, 2020

"Net ~~sales"~~sales was ~~$3.2~~$3.9 billion, an increase of ~~19%~~59%, primarily driven by ~~an 17%~~a 26% increase in total flat rolled product shipments ~~primarily related~~compared to the ~~acquired business~~prior year, which was significantly impacted by reduced demand due to the COVID-19 pandemic, as well as ~~higher beverage can shipments and~~ higher average aluminum prices.

"Income (loss) from continuing operations before income tax ~~provision"~~provision was ~~$275~~an income of $411 million, compared to ~~$156~~a loss of $90 million in the prior period. In addition to the factors noted above, the following items affected ~~"Income~~income (loss) from continuing operations before income tax provision."

Cost of Goods Sold (Exclusive of Depreciation and Amortization)

"Cost of goods sold (exclusive of depreciation and amortization)" was ~~$2.6~~$3.1 billion, an increase of ~~15%~~49%, ~~driven by~~due to higher production volume and higher average aluminum prices. Total metal input costs included in ~~"Cost~~cost of goods sold (exclusive of depreciation and amortization)" increased ~~$181~~$857 million over the prior period.

Selling, General and Administrative Expenses

~~"Selling, general and administrative expense" (SG&A)~~SG&A was ~~$149~~$159 million in the three months ended ~~December 31, 2020~~June 30, 2021 compared to ~~$131~~$122 million in the three months ended ~~December 31, 2019.~~June 30, 2020. The increase is ~~related~~primarily due to temporary cost savings measures in the prior year enacted to mitigate the decline in sales due to the ~~additional SG&A from the acquired Aleris business,~~COVID-19 pandemic, partially offset by acquisition synergy cost ~~savings measures realized in the current period.~~savings.

Depreciation and Amortization

"Depreciation and ~~amortization"~~amortization was ~~$137~~$134 million in the three months ended ~~December 31, 2020~~June 30, 2021 quarter compared to ~~$91~~$118 million in the three months ended ~~December 31, 2019. The~~June 30, 2020. This increase is primarily ~~related~~attributable to the timing of the Aleris acquisition, which caused there to be fewer days of depreciation ofon the acquired ~~Aleris assets.~~assets in the comparable prior period.

Interest Expense and Amortization of Debt Issuance Costs

"Interest expense and amortization of debt issuance ~~costs"~~costs was ~~$66~~$59 million and ~~$59~~$70 million for the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~The increase~~This decrease is primarily ~~related~~due to a ~~higher~~decrease in average level of debt held during the ~~quarter as~~current period.

Restructuring and Impairment, Net

Restructuring and impairment (reversal) expenses, net was a ~~result~~net reversal of ~~the Aleris acquisition.~~

~~Other Expenses~~

~~"Other income, net" was $7~~expense of $2 million and $3an expense of $1 million for the three months ended ~~December 31,~~June 30, 2021 and 2020, respectively. See Note 4 – R estructuring and ~~2019,~~Impairment for further information.

Other (Income) Expenses, Net

Other (income) expenses, net was income of $64 million and an expense of $75 million for the three months ended June 30, 2021 and 2020, respectively. This change primarily relates to a gain of $76 million on Brazilian tax litigation related to a favorable decision received in the current year regarding the calculation basis of certain tax overpayments, a $50 million charitable contribution made during the prior year to support COVID-19 relief efforts, and a $29 million reduction in unrealized derivatives losses in the current year, partially offset by an $18 million release of certain receivables in the current year.

Taxes

We recognized ~~$80~~$108 million of tax expense for the three months ended ~~December 31, 2020,~~June 30, 2021, which resulted in an effective tax rate of ~~29%~~26%. This tax rate was primarily driven by the full year forecasted effective tax rate that takes into account income taxed at rates that differ from the 25% Canadian rate, including withholding taxes and changes to the Brazilian real foreign exchange rate, ~~and~~offset by certain other ~~non-deductible expenses, offset by~~non-taxable income, tax ~~credits.~~credits, and the enacted tax rate change in the United Kingdom. The corporate tax rate in the United Kingdom is scheduled to increase from 19% to 25%, effective for the fiscal year beginning April 1, 2023. The impact of this change resulted in a tax benefit of approximately $8 million. We recognized ~~$49~~$29 million of tax ~~expense~~benefit in the comparable prior year period, which resulted in an effective tax rate of ~~31%~~32%.

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.

The tables below 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~~net income (loss) attributable to our common ~~shareholder"~~shareholder to segment income, see Note 1918 – Segment, Geographical Area, Major Customer and Major Supplier ~~Information.~~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).


Selected Operating Results Three Months Ended December 31, 2020		North America		Europe		Asia		South America		Eliminations and other		Total
Selected Operating Results Three Months Ended June 30, 2021														Selected Operating Results Three Months Ended June 30, 2021	North America		Europe		Asia		South America		Eliminations and other		Total
Net sales	Net sales	$	1,178	$	976	$	556	$	486	$	45	$	3,241	Net sales	$	1,456	$	1,120	$	672	$	576	$	31	$	3,855
Shipments (in kt):	Shipments (in kt):													Shipments (in kt):
Rolled products - third party	Rolled products - third party	347		245		183		158		—		933		Rolled products - third party	358		268		190		157		—		973
Rolled products - intersegment	Rolled products - intersegment	—		8		1		—		(9)		—		Rolled products - intersegment	—		11		2		—		(13)		—
Total rolled products	Total rolled products	347		253		184		158		(9)		933		Total rolled products	358		279		192		157		(13)		973
Non-rolled products	Non-rolled products	9		39		1		22		(7)		64		Non-rolled products	3		32		2		21		(5)		53
Total shipments	Total shipments	356		292		185		180		(16)		997		Total shipments	361		311		194		178		(18)		1,026

Selected Operating Results
Three Months Ended December 31, 2019
North America Europe Asia South America Eliminations and other Total
Net sales $ 981 $ 736 $ 485 $ 481 $ 32 $ 2,715
Shipments (in kt):
Rolled products - third party 269 218 170 140 — 797
Rolled products - intersegment — 6 3 6 (15) —
Total rolled products 269 224 173 146 (15) 797
Non-rolled products 10 2 1 23 — 36
Total shipments 279 226 174 169 (15) 833

5444


Selected Operating Results Three Months Ended June 30, 2020	North America		Europe		Asia		South America		Eliminations and other		Total
Net sales	$	828	$	687	$	505	$	352	$	54	$	2,426
Shipments (in kt):
Rolled products - third party	272		208		182		112		—		774
Rolled products - intersegment	—		4		2		1		(7)		—
Total rolled products	272		212		184		113		(7)		774
Non-rolled products	12		17		1		25		(7)		48
Total shipments	284		229		185		138		(14)		822

The following table reconciles changes in ~~"Segment income"~~segment income for the three months ended ~~December 31, 2019~~June 30, 2020 to the three months ended ~~December 31, 2020 (in millions).~~June 30, 2021.


Changes in segment income		North America		Europe		Asia		South America		Eliminations and other(1)		Total
Segment income - Three Months Ended December 31, 2019		$	127	$	47	$	55	$	116	$	(2)	$	343
in millions														in millions	North America		Europe		Asia		South America		Eliminations and other(1)		Total
Segment income - Three Months Ended June 30, 2020														Segment income - Three Months Ended June 30, 2020	$	78	$	20	$	75	$	76	$	4	$	253
Volume	Volume	66		53		20		13		5		157		Volume	83		72		6		48		(9)		200
Conversion premium and product mix	Conversion premium and product mix	(21)		23		4		(9)		—		(3)		Conversion premium and product mix	62		22		8		(8)		—		84
Conversion costs	Conversion costs	33		(22)		(9)		10		(5)		7		Conversion costs	(36)		(15)		—		23		6		(22)
Foreign exchange	Foreign exchange	—		4		7		—		3		14		Foreign exchange	(2)		12		3		5		(1)		17
Selling, general & administrative and research & development costs(2)	Selling, general & administrative and research & development costs(2)	(2)		(2)		(1)		4		(13)		(14)		Selling, general & administrative and research & development costs(2)	(25)		(5)		(3)		(6)		2		(37)
Other changes(4)	Other changes(4)	3		(5)		2		(5)		2		(3)		Other changes(4)	12		(4)		(1)		55		(2)		60
Segment income - Three Months Ended December 31, 2020		$	206	$	98	$	78	$	129	$	(10)	$	501
Segment income - Three Months Ended June 30, 2021														Segment income - Three Months Ended June 30, 2021	$	172	$	102	$	88	$	193	$	—	$	555

_________________________

(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.

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

(3)Other changes in North America primarily relates to a $9 million reduction in non-operating net periodic benefit costs resulting from recent pension plan freezes. See Note 10 – Postretirement Benefit Plans for further information.

(4)Other changes in South America includes the principal portion, net of litigation expenses, of a non-recurring gain on Brazilian tax litigation of $47 million recognized during fiscal 2022. See Note 17 – Commitments and Contingencies for further information.

North America

"Net ~~sales"~~sales increased ~~$197~~$628 million, or ~~20%~~76%, primarily driven by ~~record shipments mainly associated with acquired business~~higher automotive and specialty volumes compared to the prior year, which was impacted by the COVID-19 pandemic, and higher ~~can volumes, partially offset by lower automotive sales.~~average aluminum prices. Segment income was ~~$206~~$172 million, an increase of ~~62%~~121%, primarily driven by higher volume, more favorable product mix with higher automotive shipments, a decrease in non-operating net periodic benefit costs, and favorable metal ~~spreads and mix, and operating and selling, general and administrative cost reduction initiatives,~~costs, partially offset by higher ~~fixed~~ operating costs due to inflation and higher production and selling, general and administrative costs ~~associated~~compared to prior year temporary cost reduction initiatives.

Europe

Net sales increased $433 million, or 63%, primarily driven by recovery in automotive and specialty volumes compared to the prior year impacted by the COVID-19 pandemic, higher aerospace shipments, and higher average aluminum prices. Segment income was $102 million, an increase of 410%, primarily driven by higher volume, more favorable product mix with the ~~acquired business, lower specialties pricing,~~recovery in automotive shipments and ~~unfavorable product mix.~~higher aerospace shipments, favorable metal costs, and foreign exchange, partially offset by higher costs due to higher production compared to prior year temporary cost reduction initiatives and inflation.

~~Europe~~Asia

"Net ~~sales"~~sales increased ~~$240~~$167 million, or 33%, primarily driven by ~~record~~higher can and automotive shipments, ~~mainly associated with the acquired business.~~partially offset by lower specialty shipments due to portfolio optimization. Segment income was ~~$98~~$88 million, an increase of 109%, primarily driven by higher volume, favorable metal mix, and operating and selling, general and administrative cost reduction initiatives, partially offset by higher fixed operating and selling, general and administrative costs associated with the acquired business. During the current quarter, we recognized $25 million in net sales associated with a customer contractual obligation.

~~Asia~~

"Net sales" increased $71 million, or 15%, primarily driven by record automotive and acquired aerospace business volumes, partially offset by lower beverage can and specialty shipments impacted by the COVID-19 pandemic. Segment income was $78 million, an increase of 42%17%, primarily driven by higher volume, favorable product mix and operating and selling, general and administrative cost reduction initiatives, partially offset by higher fixed operating and selling, general and administrative costs associated with the acquired business.

~~South America~~

"Net sales" increased $5 million, or 1%, primarily driven by record beverage can volume. Segment income was $129 million, an increase of 11%, primarily due to higher volume, favorable metal costs, and operating and selling, general and administrative cost reduction initiatives, partially offset by lower beverage can pricing and favorable tax recoveries in the prior year not recurring in the current year.

~~Nine Months Ended December 31, 2020 Compared to the Nine Months Ended December 31, 2019~~

"Net sales" were $8.6 billion, an increase of 2%, primarily due to higher volume driven by sales related to acquired businesses, partially offset by softer demand impacted by the COVID-19 pandemic in the first half of this fiscal year and slightly lower average aluminum prices.

"Income from continuing operations before income tax provision" was $397 million, compared to $514 million in the prior period. In addition to the factors noted above, the following items affected "Income from continuing operations before income tax provision."

~~Cost of Goods Sold (Exclusive of Depreciation and Amortization)~~

"Cost of goods sold (exclusive of depreciation and amortization)" was $7.1 billion, an increase of 1%, driven by higher volume, partially offset by lower average aluminum prices. Total metal input costs included in "Cost of goods sold (exclusive of depreciation and amortization)" decreased $222 million over the prior period. Cost of goods sold in fiscal 2021 also included $29 million related to the relief of the inventory step-up on the acquired Aleris business.

~~Selling, General and Administrative~~

"Selling, general and administrative expense" (SG&A) was $400 million in the nine months ended December 31, 2020 compared to $380 million in the nine months ended December 31, 2019. The increase is related to the additional SG&A from the acquired Aleris business, mostly offset by cost savings measures realized in the current period.

~~Depreciation and Amortization~~

"Depreciation and amortization" was $396 million in the nine months ended December 31, 2020 quarter compared to $267 million in the nine months ended December 31, 2019. The increase is primarily related to the depreciation of acquired Aleris assets.

~~Interest Expense~~

"Interest expense and amortization of debt issuance costs" was $206 million and $185 million for the nine months ended December 31, 2020 and 2019, respectively. The increase is primarily related a higher average level of debt during the year as a result of the Aleris acquisition.

~~Other Expenses~~

"Other expenses, net" was $86 million and $3 million for the nine months ended December 31, 2020 and 2019, respectively. The increase is primarily driven by a $50 million charitable donation to support COVID-19 relief efforts and $14 million of unrealized derivative losses, compared to a $15 million gain in the prior year, mainly related to the acquired Aleris business.

~~Taxes~~

We recognized $119 million of tax expense for the nine months ended December 31, 2020, which resulted in an effective tax rate of 30%. This tax rate was primarily driven by the full year forecasted effective tax rate that takes into account income taxed at rates that differ from the 25% Canadian rate, including withholding taxes, changes to the Brazilian real foreign exchange rate, and certain other non-deductible expenses, offset by tax credits. We recognized $157 million of tax expense in the prior comparable period which resulted in an effective tax rate of 30%.

~~Segment Review~~

Selected Operating Results
Nine Months Ended December 31, 2020
North America Europe Asia South America Eliminations and other Total
Net sales $ 3,198 $ 2,480 $ 1,545 $ 1,263 $ 159 $ 8,645
Shipments
Rolled products - third party 986 685 541 418 — 2,630
Rolled products - intersegment — 20 5 1 (26) —
Total rolled products 986 705 546 419 (26) 2,630
Non-rolled products 29 81 3 69 (14) 168
Total shipments 1,015 786 549 488 (40) 2,798

Selected Operating Results
Nine Months Ended December 31, 2019
North America Europe Asia South America Eliminations and other Total
Net sales $ 3,167 $ 2,342 $ 1,480 $ 1,430 $ 72 $ 8,491
Shipments
Rolled products - third party 844 678 529 411 — 2,462
Rolled products - intersegment — 25 5 15 (45) —
Total rolled products 844 703 534 426 (45) 2,462
Non-rolled products 33 16 3 79 (12) 119
Total shipments 877 719 537 505 (57) 2,581

~~The following table reconciles changes in segment income for the nine months ended December 31, 2019 to the nine months ended December 31, 2020 (in millions).~~

Changes in segment income North America Europe Asia South America
Eliminations and other(1)
Total
Segment income - Nine Months Ended December 31, 2019 $ 468 $ 160 $ 154 $ 309 $ (2) $ 1,089
Volume 93 81 49 (7) 15 231
Conversion premium and product mix (88) (8) 22 (21) — (95)
Conversion costs 23 (43) (10) 24 (10) (16)
Foreign exchange 1 (1) 12 2 3 17
Selling, general & administrative and research & development costs(2)
(7) (6) (2) 15 (16) (16)
Other changes (1) (2) 2 (5) 5 (1)
Segment income - Nine Months Ended December 31, 2020 $ 489 $ 181 $ 227 $ 317 $ (5) $ 1,209

~~_________________________~~

~~(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.

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

~~North America~~

"Net sales" increased $31 million, or 1%, driven by sales associated with the Aleris acquisition, partially offset by lower automotive and specialty volumes impacted by the COVID-19 pandemic and lower aluminum prices. Segment income was $489 million, an increase of 4%, primarily driven by higher total volume, favorable metal mix and spreads, and operating and selling, general and administrative cost reduction initiatives, partially offset by unfavorable product mix and higher fixed and selling, general and administrative costs associated with the acquired business.

~~Europe~~

"Net sales" increased $138 million, or 6%, driven by sales associated with the Aleris acquisition, partially offset by lower automotive and specialty volumes impacted by the COVID-19 pandemic and lower aluminum prices. Segment income was $181 million, an increase of 13%, primarily driven by better metal mix, higher total volume, and operating and selling, general and administrative cost reduction initiatives, partially offset by unfavorable product mix and higher fixed and selling, general and administrative costs associated with acquired business.

~~Asia~~

"Net sales" increased $65 million, or 4%, driven by higher automotive volumes and sales associated with acquired businesses, partially offset by lower aluminum prices and lower can and specialty volumes. Segment income was $227 million, an increase of 47%, primarily due to higher volume, favorable product mix, operating and selling, general and administrative cost reduction initiatives,price, and favorable metal costs, partially offset by higher ~~fixed~~operating and selling, general and administrative costs ~~associated with the acquired business.~~compared to prior year due to temporary cost reduction initiatives and inflation.

South America

"Net ~~sales" decreased $167~~sales increased $224 million, or ~~12%~~64%, primarily driven ~~by lower specialty volume impacted by the COVID-19 pandemic and lower aluminum prices, partially offset~~ by higher can ~~volume.~~shipments compared to the prior year impacted by COVID-19 related customer shutdowns. Segment income was ~~$317~~$193 million, an increase of 3%154%, primarily ~~due to lower~~driven by higher volume, $47 million from the principal amount, net of litigation expenses, of a gain on Brazilian tax litigation settlement in the current year, and favorable metal costs, ~~and~~offset by higher operating and selling, general and administrative costs compared to prior year due to temporary cost reduction initiatives ~~partially offset by lower volume~~ and ~~lower can pricing.~~unfavorable product mix and price.

Liquidity and Capital Resources

Our primary liquidity sources are cash flows from operations, working capital management, cash, and liquidity under our debt agreements. Our recent business investments are being funded through cash flows generated by our operations and a combination of local financing and our senior secured credit facilities. We expect to be able to fund our continued expansions, service our debt obligations, and provide sufficient liquidity to operate our business through one or more of the following: the generation of operating cash flows, working capital management, our existing debt facilities (including refinancing), and new debt issuances, as necessary.

~~Non-Guarantor Information~~

As of December 31, 2020, the Company’s subsidiaries that are not guarantors represented the following approximate percentages of (a) net sales, (b) Adjusted EBITDA (segment income), and (c) total assets of the Company, on a consolidated basis (including intercompany balances):


~~Item Description~~	~~Ratio~~
~~Net sales represented by Net sales to third parties by non-guarantor subsidiaries (for the nine months ended December 31, 2020)~~	21	%
~~Adjusted EBITDA represented by non-guarantor subsidiaries (for the nine months ended December 31, 2020)~~	18	%
~~Assets owned by non-guarantor subsidiaries (as of December 31, 2020)~~	16	%

In addition, for the nine months ended December 31, 2020 and 2019, the Company’s subsidiaries that are not guarantors had net sales of $2.1 billion, and as of December 31, 2020, those subsidiaries had assets of $3.0 billion and debt and other liabilities of $1.7 billion (including intercompany balances).

Available Liquidity

Our available liquidity as of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020~~2021 is as follows.


in millions	in millions	December 31, 2020		March 31, 2020		in millions	June 30, 2021		March 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	1,164	$	2,392	Cash and cash equivalents	$	872	$	998

Availability under committed credit facilities(1)		1,226		186
Availability under committed credit facilities						Availability under committed credit facilities	1,380		1,223
Total available liquidity	Total available liquidity	$	2,390	$	2,578	Total available liquidity	$	2,252	$	2,221

~~_________________________~~

~~(1)Our availability under committed credit facilities as of March 31, 2020does not include the financing for Aleris.~~

The ~~decrease~~increase in total available liquidity primarily relates to an increase in availability under committed credit facilities caused by the impacts of increased metal prices on our borrowing base offset by a decrease in cash and cash equivalents primarily resulting from financing activities during the payment of $2.6 billion for the acquisition of Aleris, net of cash received, net payments on our revolving credit facilities of $609 million, and payments of $500 million on our Short Term Credit Agreement, partially offset by $2.0 billion of proceeds from the issuance of short-term and long-term debt and free cash flow of $207 million. This decrease is partially offset by an increase in availability under committed credit facilities primarily resulting from payments on our ABL.period. See Note 98 – Debt for more details about our availability under committed credit facilities.

~~The "Cash~~Cash and cash ~~equivalents" balance~~equivalents above includes cash held in foreign countries in which we operate. As of ~~December 31, 2020,~~June 30, 2021, we held $6$3 million of ~~"Cash~~cash and cash ~~equivalents"~~equivalents in Canada, in which we are incorporated, with the rest held in other countries in which we operate. As of ~~December 31, 2020,~~June 30, 2021, we held ~~$876~~$613 million of cash in jurisdictions for which we have asserted that earnings are permanently reinvested and we plan to continue to fund operations and local expansions with cash held in those jurisdictions. Cash held outside of Canada is free from significant restrictions that would prevent the cash from being accessed to meet the Company's liquidity needs including, if necessary, to fund operations and service debt obligations in Canada. Upon the repatriation of any earnings to Canada, in the form of dividends or otherwise, we could be subject to Canadian income taxes (subject to adjustment for foreign taxes paid and the utilization of the large cumulative net operating losses we have in Canada) and withholding taxes payable to the various foreign jurisdictions. As of ~~December 31, 2020,~~June 30, 2021, we do not believe adverse tax consequences exist that restrict our use of ~~"Cash~~cash and cash ~~equivalents"~~equivalents in a material manner.

Non-Guarantor Information

As of June 30, 2021, the Company’s subsidiaries that are not guarantors represented the following approximate percentages of (a) net sales (including intercompany sales), (b) Adjusted EBITDA (segment income), and (c) total assets of the Company, on a consolidated basis (including intercompany balances).


Item Description	Ratio
Net sales represented by non-guarantor subsidiaries (for the three months ended June 30, 2021)	20	%
Adjusted EBITDA represented by non-guarantor subsidiaries (for the three months ended June 30, 2021)	17	%
Assets owned by non-guarantor subsidiaries (as of June 30, 2021)	15	%

In addition, for the three months ended June 30, 2021 and 2020, the Company’s subsidiaries that are not guarantors had net sales (including intercompany sales) of $886 million and $677 million, respectively, and as of June 30, 2021, those subsidiaries had assets of $3.0 billion and debt and other liabilities of $1.8 billion (including intercompany balances).

Free Cash Flow

Refer to Non-GAAP Financial Measures for our definition of free cash flow.

The following table displays the free cash flow, the change between periods, as well as the ending balances of cash and cash equivalents.


		Nine Months Ended December 31,							Three Months Ended June 30,
in millions	in millions	2020		2019		Change		in millions	2021		2020		Change
Net cash provided by operating activities - continuing operations		$	648	$	472	$	176
Net cash provided by (used in) operating activities - continuing operations								Net cash provided by (used in) operating activities - continuing operations	$	65	$	(123)	$	188
Net cash used in investing activities - continuing operations	Net cash used in investing activities - continuing operations	(2,927)		(408)		(2,519)		Net cash used in investing activities - continuing operations	(94)		(2,643)		2,549
Plus: Cash used in the acquisition of assets under a capital lease		—		—		—

Plus: Cash used in the acquisition of business, net of cash and restricted cash acquired(1)	Plus: Cash used in the acquisition of business, net of cash and restricted cash acquired(1)	2,614		—		2,614		Plus: Cash used in the acquisition of business, net of cash and restricted cash acquired(1)	—		2,550		(2,550)

Plus: Accrued merger consideration(1)								Plus: Accrued merger consideration(1)	—		70		(70)
Less: Proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging	Less: Proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging	(4)		(3)		(1)		Less: Proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging	(1)		—		(1)
Free cash flow from continuing operations	Free cash flow from continuing operations	331		61		270		Free cash flow from continuing operations	(30)		(146)		116
Net cash used in operating activities - discontinued operations	Net cash used in operating activities - discontinued operations	(78)		—		(78)		Net cash used in operating activities - discontinued operations	(3)		(15)		12
Net cash provided by investing activities - discontinued operations	Net cash provided by investing activities - discontinued operations	357		—		357		Net cash provided by investing activities - discontinued operations	—		10		(10)
Less: Proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging - discontinued operations(2)		(403)		—		(403)

Free cash flow	Free cash flow	$	207	$	61	$	146	Free cash flow	$	(33)	$	(151)	$	118
Ending cash and cash equivalents	Ending cash and cash equivalents	$	1,164	$	1,031	$	133	Ending cash and cash equivalents	$	872	$	1,729	$	(857)

_________________________

(1)The total of ~~"Acquisition~~acquisition of business, net of cash and restricted cash ~~acquired"~~acquired and accrued merger consideration, represents $2.8 billion of merger consideration, ~~plus $4 million related to the translation adjustment of the €55 million capital improvement investment for Duffel upon payout,~~ net of $105 million of cash and cash equivalents, ~~$9 million of restricted cash,~~ $41 million of discontinued operations cash and cash equivalents acquired, and $9 million ~~in contingent consideration paid in the acquisition~~ of ~~business.~~restricted cash.

~~(2)~~"Proceeds from the sales of assets and business, net of transaction fees, cash income taxes and hedging - discontinued operations" represents the proceeds from the sale of Duffel, net of cash sold of $23 million and the proceeds from the sale of Lewisport.Cash Flow Summary


	Three Months Ended June 30,
in millions	2021		2020		Change
Net cash provided by (used in) operating activities	$	62	$	(138)	$	200
Net cash used in investing activities	(94)		(2,633)		2,539
Net cash (used in) provided by financing activities	(119)		2,200		(2,319)

Operating Activities

The increase in ~~"Net~~net cash provided by (used in) operating ~~activities"~~activities primarily relates to ~~favorable~~higher segment income, partially offset by changes in working ~~capital and an increase in "Segment Income." The net change in working capital was primarily driven by lower base aluminum prices.~~capital.

Investing Activities

"Net cash used in investing ~~activities"~~activities was primarily attributable to ~~the acquisition cost of Aleris net of cash acquired, amounting to $2.6 billion as well as~~ capital expenditures of ~~$333~~$101 million ~~partially offset by $357 million of "Net cash provided by~~during the three months ended June 30, 2021. The change in investing activities ~~- discontinued operations."~~over the prior year primarily relates to costs associated with the acquisition of Aleris during the three months ended June 30, 2020.

Financing Activities

During the ~~nine~~three months ended ~~December 31,~~June 30, 2021, there was an additional $20 million issuance under our 2021 Term Loans. We made principal repayments of $262 million, including a $129 million repayment of our Zhenjiang Term Loans, $125 million on our 2017 Term Loans, $3 million on our short-term debt in Brazil, $3 million on finance leases and other repayments, and $2 million on our 2020 Term Loans. The net cash inflows from our revolving credit facilities is related to net inflows of $136 million on our ABL Revolver and $7 million on our China credit facility, partially offset by net outflows of $18 million on our Korea credit facility. Additionally, we paid $2 million in debt issuance costs related to prior year issuances.

During the three months ended June 30, 2020, there were $1.9 billion issuances of long-term and short-term borrowings, including $1.1 billion in issuances on our Short Term Credit Agreement and $775 million in issuances in incremental term loans on our Term Loan Facility. The proceeds of these issuances were used to pay a portion of the consideration payable in the acquisition of Aleris. Additionally, we issued ~~$63~~$10 million on our China Bank Loans and $13 million of short-term debt in ~~Brazil and $34 million on our China Bank Loans.~~Brazil. As a result of our issuances, we paid ~~$25~~$18 million in debt issuance costs. We made principal repayments of ~~$500 million on our Short Term Credit Agreement, $55 million on our short-term debt in Brazil, $14~~$5 million on our Term Loan Facility $9and $2 million on our ~~Zhenjiang Term Loans, $6 million on our~~ incremental ~~term~~ loans on our Term Loan ~~Facility, and $5 million on finance leases and other repayments.~~Facility. The net cash ~~outflows~~proceeds from our revolving credit facilities is related to net ~~outflows~~proceeds of ~~$561~~$262 million on our ABL Revolver, ~~and outflows~~$35 million of ~~$69 million on~~proceeds from our ~~Korea~~China credit facilities, ~~net of $21~~$26 million of net proceeds from our ~~China~~Korea credit ~~facilities. Additionally, we paid $9 million for contingent consideration in the acquisition of Aleris.~~

~~During the nine months ended December 31, 2019, we borrowed $29 million of long-term debt in China to fund capital expansion projects~~facilities, and ~~$50~~$4 million in ~~short term borrowings in Brazil to fund certain short term commitments. We made principal repayments of $14 million on our Term Loan Facility and $2 million in finance leases and~~ other repayments. The net cash repayments from our revolving credit facilities balance are primarily related to $38 million in payments on our China short term credit facility. We incurred $3 million in debt issuance costs.borrowings.

6047

OFF-BALANCE SHEET ARRANGEMENTS

In accordance with SEC rules, the following qualify as off-balance sheet arrangements:

•any obligation under certain derivative instruments;

•any obligation under certain guarantees or contracts;

•a retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity, or market risk support to that entity for such assets; and

•any obligation under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to the registrant, or engages in leasing, hedging, or research and development services with the registrant.

The following discussion addresses the applicable off-balance sheet items for our Company.

Derivative Instruments

See Note 1312 – Financial Instruments and Commodity Contracts to our accompanying unaudited condensed consolidated financial statements for a description of derivative instruments.

Guarantees of Indebtedness

We have issued guarantees on behalf of certain of our subsidiaries. The indebtedness guaranteed is for trade accounts payable to third parties and capital expenditures. Some of the guarantees have annual terms while others have no expiration and have termination notice requirements. Neither we nor any of our subsidiaries holds any assets of any third parties as collateral to offset the potential settlement of these guarantees. Since we consolidate wholly-owned and majority-owned subsidiaries in our condensed consolidated financial statements, all liabilities associated with trade payables and short-term debt facilities for these entities are already included in our condensed consolidated balance sheets.

Other Arrangements

Factoring of Trade Receivables

We factor trade receivables based on local cash needs, as well as ~~attempting~~in an attempt to balance the timing of cash flows of trade payables and receivables, fund strategic investments, and fund other business needs. Factored invoices are not included in our condensed 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. However, no such financial or legal interests are currently retained.

Other

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as ~~special purpose entities (SPEs),~~SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of ~~December 31, 2020~~June 30, 2021 and March 31, ~~2020,~~2021, we are not involved in any unconsolidated SPE transactions.

CONTRACTUAL OBLIGATIONS

We have future obligations under various contracts relating to debt and interest payments, finance and operating leases, long-term purchase obligations, postretirement benefit plans, and uncertain tax positions. See Note 98 – Debt to our accompanying condensed consolidated financial statements and "Contractual Obligations" ~~of the~~within Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~section of~~in our 2021 Form 10-K for ~~the fiscal year ended March 31, 2020 for~~ more details.

~~RETURN OF~~ CAPITAL ALLOCATION FRAMEWORK

In February 2021, Hindalco announced a capital allocation framework for the consolidated company. This framework laid out the general guidelines for use of post-maintenance capital expenditures free cash flow for the next five years, prioritizing growth capital expenditures and debt reduction, and guiding approximately 8% to 10% of such cash flow to be returned to its shareholders. The applicable guidelines of this framework will also apply to Novelis. Payments to our shareholder are at the discretion of the board of ~~directors and will~~directors. Any such payments depend on, among other things, our financial resources, cash flows generated by our business, our cash requirements, restrictions under the instruments governing our indebtedness, being in compliance with the appropriate indentures and covenants under the instruments that govern our indebtedness, and other relevant factors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Except as otherwise disclosed in Note 1 – Business and Summary of Significant Accounting Policies related to the adoption of new accounting standards (including ASU 2017-04, Intangibles-Goodwill and Other), thereThere were no significant changes to our critical accounting policies and estimates as reported in our 2021 Form ~~10-K for the fiscal year ended March 31, 2020.~~

~~RECENTLY ISSUED ACCOUNTING STANDARDS~~

10-K. See Note 1 – Business and Summary of Significant Accounting Policies for our principal areas of uses of estimates and assumptions.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 – Business and Summary of Significant Accounting Policies to our accompanying condensed consolidated financial statements for a full description of recent accounting pronouncements, if applicable, including the respective expected dates of adoption and expected effects on results of operations and financial condition.

NON-GAAP FINANCIAL MEASURES

Total ~~"Segment income"~~segment income presents the sum of the results of our four operating segments on a consolidated basis. We believe that total ~~"Segment income"~~segment income is an operating performance measure that measures operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies. In reviewing our corporate operating results, we also believe it is important to review the aggregate consolidated performance of all of our segments on the same basis we review the performance of each of our regions and to draw comparisons between periods based on the same measure of consolidated performance.

Management believes investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back items that are not part of normal day-to-day operations of our business. By providing total ~~"Segment~~segment income," together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives.

However, total ~~"Segment income"~~segment income is not a measurement of financial performance under U.S. GAAP, and our total ~~"Segment income"~~segment income may not be comparable to similarly titled measures of other companies. Total ~~"Segment income"~~segment income has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. For example, total ~~"Segment income":~~segment income:

•does not reflect the Company’s cash expenditures or requirements for capital expenditures or capital commitments;

•does not reflect changes in, or cash requirements for, the Company’s working capital needs; and

•does not reflect any costs related to the current or future replacement of assets being depreciated ~~and~~or amortized.

We also use total ~~"Segment income":~~segment income:

•as a measure of operating performance to assist us in comparing our operating performance on a consistent basis because it removes the impact of items not directly resulting from our core operations;

•for planning purposes, including the preparation of our internal annual operating budgets and financial projections;

•to evaluate the performance and effectiveness of our operational strategies; and

•as a basis to calculate incentive compensation payments for our key employees.

Total ~~"Segment income"~~segment income is equivalent to our Adjusted EBITDA, which we refer to in our earnings announcements and other external presentations to analysts and investors. Please see Note 1918 – Segment, Geographical Area, Major Customer and Major Supplier Information for our definition of segment income.

"Free cash ~~flow"~~flow consists of: (a) ~~"Net~~net cash provided by (used in) operating activities - continuing operations," (b) plus ~~"Net~~net cash provided by (used in) investing activities - continuing operations," (c) plus ~~"Net~~net cash provided by (used in) operating activities - discontinued operations," (d) plus ~~"Net~~net cash provided by (used in) investing activities - discontinued operations," (e) plus cash used in the ~~"Acquisition~~acquisition of assets under a ~~capital~~finance lease," (f) plus cash used in the ~~"Acquisition~~acquisition of business, net of cash and restricted cash acquired," (g) plus accrued merger consideration, (h) less ~~"Proceeds~~proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging," and ~~(g)~~(i) less ~~"Proceeds~~proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging - discontinued operations." Management believes ~~"Free~~free cash ~~flow"~~flow is relevant to investors as it provides a measure of the cash generated internally that is available for debt service and other value creation opportunities. However, ~~"Free~~free cash ~~flow"~~flow does not necessarily represent cash available for discretionary activities, as certain debt service obligations must be funded out of ~~"Free~~free cash flow." Our method of calculating ~~"Free~~free cash ~~flow"~~flow may not be consistent with that of other companies.

6249

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

Statements made in this Quarterly Report on Form 10-Q which describe Novelis' intentions, expectations, beliefs or predictions may be forward-looking within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," or similar expressions. Examples of forward-looking statements in this Quarterly Report on Form 10-Q 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; statements about our expectation that we will be able to fund our continued expansions and capital spending, service our debt obligations and provide sufficient liquidity to operate our business, expectations on demand for our products in various markets and our ability to support this demand, and the expected continuing impacts of the ongoing COVID-19 pandemic. Novelis cautions that, by their nature, forward-looking statements involve risk and uncertainty and Novelis' actual results could differ materially from those expressed or implied in such 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. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things: changes in the prices and availability of aluminum (or premiums associated with such prices) or other materials and raw materials we use; the capacity and effectiveness of our hedging activities; relationships with, and financial and operating conditions of, our customers, suppliers and other stakeholders; fluctuations in the supply of, and prices for, energy in the areas in which we maintain production facilities; our ability to access financing including in connection with potential acquisitions and investments; risks arising out of our acquisition of Aleris Corporation, including uncertainties inherent in the acquisition method of accounting; disruption to our global aluminum production and supply chain as a result of ~~COVID-19,~~COVID-19; changes in the relative values of various currencies and the effectiveness of our currency hedging activities; factors affecting our operations, such as litigation, environmental remediation and clean-up costs, breakdown of equipment and other events; economic, regulatory and political factors within the countries in which we operate or sell our products, including changes in duties or tariffs; competition from other aluminum rolled products producers as well as from substitute materials such as steel, glass, plastic and composite materials; changes in general economic conditions including deterioration in the global economy; the risks of pandemics or other public health emergencies, including the continued spread and impact of, and the governmental and third party response to, the ongoing COVID-19 outbreak; changes in government regulations, particularly those affecting taxes, derivative instruments, environmental, health or safety compliance; changes in interest rates that have the effect of increasing the amounts we pay under our credit facilities and other financing agreements; and our ability to generate cash. The above list of factors is not exhaustive.

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. For a discussion of some of the specific factors that may cause Novelis' actual results or outcomes to differ materially from those projected in any forward-looking statements, refer to our 2021 Form 10-K ~~for the fiscal year ended March 31, 2020~~ and see the following sections of the report: ~~"Part~~Part I. Item 1A. Risk Factors~~" "Part~~ and Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations" and "Part II. Item 7. Critical Accounting Policies and Estimates."~~

Operations.

6350

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in metal prices (primarily aluminum, copper, zinc, and local market premiums), energy prices (electricity, natural gas, and diesel fuel), foreign currency exchange rates, and interest rates that could impact our results of operations and financial condition. We manage our exposure to these and other market risks through regular operating and financing activities and derivative financial instruments. We use derivative financial instruments as risk management tools only and not for speculative purposes.

Commodity Price Risks

Metal

The following table presents the estimated potential negative effect on the fair values of these derivative instruments as of ~~December 31, 2020,~~June 30, 2021, given a 10% change in prices. Direction of the change in price corresponds with the direction that would cause ~~the change in fair value to negatively~~a negative impact on the fair value of these derivative instruments.


in millions	in millions	Change in Price		Change in Fair Value		in millions	Change in Price		Change in Fair Value
Aluminum	Aluminum	10	%	$	(107)	Aluminum	10	%	$	(223)
Copper	Copper	(10)		(2)		Copper	(10)		(1)
Zinc	Zinc	(10)		(1)		Zinc	(10)		(1)
Local market premiums						Local market premiums	10		(1)

Energy

The following table presents the estimated potential negative effect on the fair values of these derivative instruments as of ~~December 31, 2020,~~June 30, 2021, given a 10% decline in prices for energy contracts.


in millions	in millions	Change in Price		Change in Fair Value		in millions	Change in Price		Change in Fair Value
Electricity	Electricity	(10)	%	$	(1)	Electricity	(10)	%	$	(1)
Natural gas	Natural gas	(10)		(4)		Natural gas	(10)		(5)
Diesel fuel	Diesel fuel	(10)		(1)		Diesel fuel	(10)		(1)

Foreign Currency Exchange Risks

The following table presents the estimated potential negative effect on the fair values of these derivative instruments as of ~~December 31, 2020,~~June 30, 2021, given a 10% change in rates. Direction of the change in exchange rate corresponds with the direction that would cause the change in exchange rate to negatively impact the fair value of these derivative instruments.


$ in millions	$ in millions	Change in Exchange Rate		Change in Fair Value		$ in millions	Change in Exchange Rate		Change in Fair Value
Currency measured against the U.S. dollar	Currency measured against the U.S. dollar					Currency measured against the U.S. dollar
Brazilian real	Brazilian real	(10)	%	$	(25)	Brazilian real	(10)	%	$	(17)
Euro	Euro	(10)		(1)		Euro	(10)		(37)
Korean won	Korean won	(10)		(50)		Korean won	(10)		(71)
Canadian dollar	Canadian dollar	(10)		(4)		Canadian dollar	(10)		(4)
British pound	British pound	(10)		(19)		British pound	(10)		(21)
Swiss franc	Swiss franc	(10)		(34)		Swiss franc	(10)		(37)
Chinese yuan	Chinese yuan	10		(3)		Chinese yuan	10		(3)

6451

Item 4. Controls and 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.

We have carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon such evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of ~~December 31, 2020.~~June 30, 2021.

Changes in Internal Control over Financial Reporting

~~As discussed throughout this Quarterly Report on Form 10-Q, we~~We completed the acquisition of Aleris on April 14, ~~2020. The acquisition was accounted for as a business combination,~~2020, and the financial results of Aleris have been included in our condensed consolidated financial statements for the quarter ended ~~December 31, 2020. We have implemented business combination controls in connection with this acquisition. Additionally, as a result of~~June 30, 2021. During the time since the acquisition, ~~management is in~~we have assessed the ~~process~~control environment of ~~analyzing, evaluating~~Aleris and ~~where necessary, implementing~~made certain changes ~~in controls and procedures. The~~to Aleris' internal control over financial reporting to integrate Aleris into Novelis' internal control over financial reporting. We now consider Aleris to be included in the scope of ~~Aleris will be excluded from management’s~~our assessment of internal control over financial ~~reporting as of March 31, 2021.~~ reporting.

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.

6552

PART II. OTHER INFORMATION

Item 1. Legal 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 1817 – Commitments and Contingencies to our accompanying condensed consolidated financial statements.

Item 1A. Risk Factors

See "Risk Factors" in Part I, Item 1A in our 2021 Form ~~10-K for the fiscal year ended March 31, 2020.~~10-K. There have been no material changes from the risk factors described in our 2021 Form ~~10-K for the fiscal year ended March 31, 2020.~~10-K.

6653

Item 6. Exhibits


Exhibit No.	Description
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))
3.1		Restated Certificate and Articles of Amalgamation of Novelis Inc. (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on November 10, 2010 (File No. 001-32312))
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 on May 10, 2016 (File No. 001-32312))
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))
~~10.1~~				~~Amendment No.~~ 2 ~~to Short Term Credit Agreement, dated as of~~ ~~December 11, 2020, among Novelis Holdings Inc., as Borrower, Novelis Inc., as Parent,AV Metals Inc., as Holdings, the~~ o ~~ther Guarantors~~ p ~~arty~~ t ~~hereto, the Lenders~~ p ~~arty~~ t ~~hereto and Standard Chartered Bank as Administrative Agent and as Collateral Agent~~
~~10.2~~				~~Amendment No.~~ 6 ~~to Second Amended and Restated Credit Agreement, dated as of~~ ~~December 11, 2020, among Novelis Inc., Novelis Corporation, the~~ o ~~ther U.S. Subsidiaries of Canadian Borrower~~ p ~~arty thereto, Novelis UK Ltd, Novelis AG, Novelis Deutschland GMBH, the~~ o ~~ther Guarantors~~ p ~~arty thereto, the Third Party Security Provider, the Lenders~~ p ~~arty thereto, Wells Fargo Bank, National Association, as Administrative Agent, and as Collateral Agent~~
~~10.3~~			~~Amendment No.~~ 5 ~~to Credit Agreement, dated as of~~ ~~December 11, 2020, between Novelis Inc., AV Metals Inc., the~~ o ~~ther~~ l ~~oan~~ p ~~arties thereto, the Third Party Security Provider, the Lenders~~ p ~~arty thereto, and Standard Chartered Bank, as Administrative Agent and~~ ~~Collateral Agent~~
31.1		Section 301 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	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

6754

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			NOVELIS INC.
			By:						/s/ Devinder Ahuja
									Devinder Ahuja
									Chief Financial Officer
									(Principal Financial Officer and Authorized Officer)

			By:						/s/ Stephanie Rauls
									Stephanie Rauls
									Senior Vice President, ~~Finance~~Deputy Chief Financial Officer and ~~Controller~~Chief Accounting Officer
									(Principal Accounting Officer)

Date: ~~February 3,~~August 4, 2021

6855


Commonly Used or Defined Terms		3

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	34
	Condensed Consolidated Statements of Operations (unaudited)	34
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)	45
	Condensed Consolidated Balance Sheets (unaudited)	56
	Condensed Consolidated Statements of Cash Flows (unaudited)	67
	Condensed Consolidated Statement of Shareholder's Equity (unaudited)	78
	Notes to the Condensed Consolidated Financial Statements (unaudited)	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4739
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6451
Item 4.	Controls and Procedures	6552

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	6653
Item 1A.	Risk Factors	6653

Item 6.	Exhibits	6754
	Signatures		6855


in millions	Assets Acquired as of June 30, 2020(1)		Measurement Period Adjustments		Assets Acquired as of December 31, 2020(1)
Cash and cash equivalents	$	105	$	—	$	105
Accounts receivable(2)	251		17		268
Inventories	379		—		379
Prepaid expenses and other current assets(3)	24		—		24
Fair value of derivative instruments	46		—		46
Current assets of discontinued operations(4)	463		1		464
Property, plant and equipment(5)	949		(5)		944
Goodwill(6)(7)(8)(9)	328		130		458
Intangible assets, net(5)(6)	149		318		467
Deferred income tax assets(7)	114		(12)		102
Other long-term assets	39		—		39
Long–term assets of discontinued operations(8)	944		(390)		554
Total assets	$	3,791	$	59	$	3,850

	Liabilities Assumed as of June 30, 2020(1)		Measurement Period Adjustments		Liabilities Assumed as of December 31, 2020(1)
Current portion of long–term debt	$	24	$	—	$	24
Accounts Payable(2)	141		17		158
Fair value of derivative instruments	25		—		25
Accrued expenses and other current liabilities	143		1		144
Current liabilities of discontinued operations	166		—		166
Long–term debt, net of current portion	125		—		125
Deferred income tax liabilities	37		—		37
Accrued postretirement benefits	164		—		164
Other long–term liabilities(9)	41		41		82
Long–term liabilities of discontinued operations	150		—		150
Total liabilities	$	1,016	$	59	$	1,075

Net assets acquired					$	2,775

Total purchase price					$	2,775


	Nine Months Ended December 31, 2020		Fiscal Year Ended March 31, 2020
in millions
Cumulative currency translation adjustment — beginning of period	$	(309)	$	(236)
Effect of changes in exchange rates	351		(73)
Amounts reclassified from AOCI, net(1)	(30)		0
Cumulative currency translation adjustment — end of period	$	12	$	(309)


	Three Months Ended December 31				Nine Months Ended December 31
in millions	2020		2019		2020		2019
Derivative instruments not designated as hedges
Metal contracts	$	11	$	2	$	(21)	$	(2)
Currency exchange contracts	14		14		3		6
Energy contracts(1)	1		1		6		4
Gain (loss) recognized in "Other (income) expenses, net"	26		17		(12)		8
Derivative instruments designated as hedges
Gain recognized in "Other (income) expenses, net"(2)	0		0		0		2
Total gain (loss) recognized in "Other (income) expenses, net"	$	26	$	17	$	(12)	$	10

Gain recognized on balance sheet remeasurement currency exchange contracts, net	$	15	$	12	$	4	$	4
Realized losses, net	(2)		(1)		(2)		(9)
Unrealized gains (losses) on other derivative instruments, net	13		6		(14)		15
Total gain (loss) recognized in "Other (income) expenses, net"	$	26	$	17	$	(12)	$	10