August 11, 2015 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2015



¨	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, Georgia		30326
(Address of principal executive offices)		(Zip Code)

Telephone: (404) 760-4000

(Registrant’s telephone number, including area code)

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	ý	(Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of August 10, 2015, 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



PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)	4
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Condensed Consolidated Statement of Deficit (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69
Item 4.	Controls and Procedures	72

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 5.	Other Information	73
Item 6.	Exhibits	74

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)



	Three Months Ended June 30,
	2015			2014
Net sales	$	2,634		$	2,680
Cost of goods sold (exclusive of depreciation and amortization)	2,400			2,329
Selling, general and administrative expenses	100			108
Depreciation and amortization	87			89
Research and development expenses	13			12
Interest expense and amortization of debt issuance costs	80			81
Gain on assets held for sale	—			(11		)
Loss on extinguishment of debt	13			—
Restructuring and impairment, net	15			6
Equity in net loss of non-consolidated affiliates	1			2
Other (income) expense, net	(30		)	5
	2,679			2,621
(Loss) income before income taxes	(45		)	59
Income tax provision	15			24
Net (loss) income	(60		)	35
Net income attributable to noncontrolling interests	—			—
Net (loss) income attributable to our common shareholder	$	(60	)	$	35

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

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

(in millions)



	Three Months Ended June 30,
	2015			2014
Net (loss) income	$	(60	)	$	35
Other comprehensive income:
Currency translation adjustment	42			27
Net change in fair value of effective portion of cash flow hedges	38			13
Net change in pension and other benefits	(9		)	(13		)
Other comprehensive income before income tax effect	71			27
Income tax provision (benefit) related to items of other comprehensive income	6			(5		)
Other comprehensive income, net of tax	65			32
Comprehensive Income	5			67
Less: Comprehensive (loss) income attributable to noncontrolling interests	(2		)	1
Comprehensive income attributable to our common shareholder	$	7		$	66

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions, except number of shares)



	June 30, 2015			March 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	456		$	628
Accounts receivable, net
— third parties (net of uncollectible accounts of $3 as of June 30, 2015 and March 31, 2015)	1,430			1,289
— related parties	55			53
Inventories	1,526			1,431
Prepaid expenses and other current assets	130			112
Fair value of derivative instruments	128			77
Deferred income tax assets	50			79
Assets held for sale	5			6
Total current assets	3,780			3,675
Property, plant and equipment, net	3,554			3,542
Goodwill	607			607
Intangible assets, net	580			584
Investment in and advances to non–consolidated affiliate	464			447
Deferred income tax assets	111			95
Other long–term assets
— third parties	125			137
— related parties	17			15
Total assets	$	9,238		$	9,102
LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities
Current portion of long–term debt	$	107		$	108
Short–term borrowings	1,021			846
Accounts payable
— third parties	1,817			1,854
— related parties	46			44
Fair value of derivative instruments	128			149
Accrued expenses and other current liabilities	506			572
Deferred income tax liabilities	18			20
Total current liabilities	3,643			3,593
Long–term debt, net of current portion	4,434			4,349
Deferred income tax liabilities	256			261
Accrued postretirement benefits	766			748
Other long–term liabilities	204			221
Total liabilities	9,303			9,172
Commitments and contingencies
Shareholder’s deficit
Common stock, no par value; unlimited number of shares authorized; 1,000 shares issued and outstanding as of June 30, 2015 and March 31, 2015	—			—
Additional paid–in capital	1,404			1,404
Accumulated deficit	(985		)	(925		)
Accumulated other comprehensive loss	(494		)	(561		)
Total deficit of our common shareholder	(75		)	(82		)
Noncontrolling interests	10			12
Total deficit	(65		)	(70		)
Total liabilities and deficit	$	9,238		$	9,102

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in millions)



	Three Months Ended June 30,
	2015			2014
OPERATING ACTIVITIES
Net (loss) income	$	(60	)	$	35
Adjustments to determine net cash used in operating activities:
Depreciation and amortization	87			89
Gain on unrealized derivatives and other realized derivatives in investing activities, net	(32		)	(8		)
Gain on assets held for sale	—			(11		)
Loss on sale of assets	1			1
Impairment charges	1			—
Loss on extinguishment of debt	13			—
Deferred income taxes	3			3
Amortization of fair value adjustments, net	3			3
Equity in net loss of non-consolidated affiliates	1			2
Gain on foreign exchange remeasurement of debt	(2		)	—
Amortization of debt issuance costs and carrying value adjustments	5			6
Other, net	—			(1		)
Changes in assets and liabilities including assets and liabilities held for sale (net of effects from divestitures):
Accounts receivable	(130		)	(169		)
Inventories	(75		)	(116		)
Accounts payable	(29		)	245
Other current assets	(15		)	(14		)
Other current liabilities	(66		)	(84		)
Other noncurrent assets	12			(10		)
Other noncurrent liabilities	(5		)	5
Net cash used in operating activities	(288		)	(24		)
INVESTING ACTIVITIES
Capital expenditures	(129		)	(138		)
Proceeds from sales of assets, third party, net of transaction fees and hedging	—			34
Outflows from investment in and advances to non-consolidated affiliates, net	(1		)	(16		)
(Outflows) proceeds from settlement of other undesignated derivative instruments, net	(7		)	1
Net cash used in investing activities	(137		)	(119		)
FINANCING ACTIVITIES
Proceeds from issuance of long-term and short-term borrowings	139			105
Principal payments of long-term and short-term borrowings	(68		)	(53		)
Revolving credit facilities and other, net	182			166
Return of capital to our common shareholder	—			(250		)
Debt issuance costs	(10		)	—
Net cash provided by (used in) financing activities	243			(32		)
Net decrease in cash and cash equivalents	(182		)	(175		)
Effect of exchange rate changes on cash	10			3
Cash and cash equivalents — beginning of period	628			509
Cash and cash equivalents — end of period	$	456		$	337

See accompanying notes to the condensed consolidated financial statements.

Novelis Inc.

CONDENSED CONSOLIDATED STATEMENT OF DEFICIT (unaudited)

(in millions, except number of shares)



	Equity of our Common Shareholder
	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss (AOCI)			Non- controlling Interests			Total Deficit
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss (AOCI)			Non- controlling Interests			Total Deficit
Balance as of March 31, 2015	1,000	$	—	$	1,404	$	(925	)	$	(561	)	$	12		$	(70	)
Net loss attributable to our common shareholder	—	—		—		(60		)	—			—			(60		)
Currency translation adjustment, net of tax provision of $ — included in AOCI	—	—		—		—			44			(2		)	42
Change in fair value of effective portion of cash flow hedges, net of tax provision of $8 million included in AOCI	—	—		—		—			30			—			30
Change in pension and other benefits, net of tax benefit of $2 million included in AOCI	—	—		—		—			(7		)	—			(7		)
Balance as of June 30, 2015	1,000	$	—	$	1,404	$	(985	)	$	(494	)	$	10		$	(65	)

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 Industries Limited.

Organization and Description of Business

We produce aluminum sheet and light gauge products for use in the packaging market, which includes beverage and food can and foil products, as well as for use in the automotive, transportation, electronics, architectural and industrial product markets. We have recycling operations in many of our plants to recycle post-consumer aluminum, such as used-beverage cans and post-industrial aluminum, such as class scrap. As of June 30, 2015, we had manufacturing operations in eleven countries on four continents: North America, South America, Asia and Europe, through 25 operating facilities, including recycling operations in eleven of these plants.

The March 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (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 Annual Report on Form 10-K for the year ended March 31, 2015 filed with the United States Securities and Exchange Commission (SEC) on May 12, 2015. 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 all significant 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 where we have the ability to exercise significant influence over operating and financial policies. Consolidated “Net (loss) income attributable to our common 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 in and advances to non–consolidated affiliate" and "Equity in net loss 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) the fair value of derivative financial instruments; (2) impairment of goodwill; (3) impairment of long lived assets and other intangible assets; (4) impairment and assessment of consolidation of equity investments; (5) actuarial assumptions related to pension and other postretirement benefit plans; (6) tax uncertainties and valuation allowances; and (7) assessment of loss contingencies, including environmental and litigation liabilities. 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.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Recently Adopted Accounting Standards

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

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

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which, when effective, will supersede the guidance in former ASC 605, Revenue Recognition. The new guidance requires entities to recognize revenue based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for annual periods beginning after December 15, 2016 and interim periods within that year. Early adoption is not permitted. In July 2015, the FASB approved an optional one-year deferral of the effective date. We are currently evaluating the impact of this standard on our consolidated financial position and results of operations.

In February 2015, the FASB issued ASU No. 2015-02, Consolidations (Topic 810): Amendments to the Consolidations Analysis, which when effective, will (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. Early adoption is permitted. We will adopt this standard in our first quarter ending June 30, 2016. We are currently evaluating the impact on our consolidated financial position, results of operations, and disclosures.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which, when effective, will require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet or each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Early adoption is permitted. We will adopt this standard in our first quarter ending June 30, 2016. Adoption of this standard will impact the presentation of deferred debt issuance costs on our consolidated financial position.

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

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

2. RESTRUCTURING AND IMPAIRMENT

“Restructuring and impairment, net” for the three months ended June 30, 2015 and 2014 was $15 million and $6 million, respectively.

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



	Total restructuring liabilities			Other restructuring charges (A)		Total restructuring charges		Other impairments (B)		Total restructuring and impairments, net
Balance as of March 31, 2015	$	32
Expenses	14			$	1	$	15	$	—	$	15
Cash payments	(10		)
Foreign currency translation and other	1
Balance as of June 30, 2015	$	37


(A)	Other restructuring charges include period expenses that were not recorded through the restructuring liability.


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

As of June 30, 2015, $21 million of restructuring liabilities was classified as short-term and was included in "Accrued expenses and other current liabilities" and $16 million was classified as long-term and was included in "Other long-term liabilities" on our condensed consolidated balance sheet. As of June 30, 2015, the restructuring liability for the North America segment was $1 million, which relates to severance charges. The other regional and corporate restructuring activities are described in more detail on the subsequent pages.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Europe

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



		Three Months Ended June 30,			Year Ended March 31,			Prior to April 1,
		2015			2015			2014
Restructuring charges - Europe
Business optimization
	Severance	$	1		$	3		$	42
	Pension settlement loss (A)	—			—			1
Total restructuring charges - Europe		$	1		$	3		$	43

Restructuring payments - Europe
	Severance	$	(2	)	$	(12	)
Total restructuring payments - Europe		$	(2	)	$	(12	)

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

The business optimization actions include the shutdown of facilities, staff rationalization and other activities to optimize our business in Europe. As of June 30, 2015, the restructuring liability for the Europe segment was $5 million, which relates to severance charges.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

South America

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



		Three Months Ended June 30,			Year Ended March 31,			Prior to April 1,
		2015			2015			2014
Restructuring charges - South America
Ouro Preto smelter closures
	Severance	$	1		$	14		$	5
	Asset impairments (A)	—			5			1
	Environmental charges	—			6			16
	Contract termination and other exit related costs	1			5			6

Other past restructuring programs		—			1			20
Total restructuring charges - South America		$	2		$	31		$	48

Restructuring payments - South America
	Severance	$	(1	)	$	(12	)
	Other	(1		)	(4		)
Total restructuring payments - South America		$	(2	)	$	(16	)

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

We ceased operations at the smelter in Ouro Preto, Brazil, in December 2014. This decision was made in an effort to further align our global sustainability strategy, as we work towards our goal of having higher recycled content in our products. Certain charges associated with this closure are reflected within the "Ouro Preto smelter closures" section above, along with our closure of a pot line in Ouro Preto, Brazil, in fiscal 2013. As of June 30, 2015, the restructuring liability for the South America segment was $26 million and relates to $18 million of environmental charges, $1 million of severance costs, $1 million of certain labor related charges and $6 million of other exit related costs.

For additional information on environmental charges see Note 16 – Commitments and Contingencies.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Corporate

The following table summarizes our restructuring activity for our corporate office by plan (in millions).




		Three Months Ended June 30,			Year Ended March 31,			Prior to April 1,
		2015			2015			2014
Corporate Restructuring Program
	Severance	$	11		$	—		$	—
	Asset impairments (A)	1			—			—
Total restructuring charges - Corporate		$	12		$	—		$	—

Restructuring payments - Corporate
	Severance	$	(6	)	$	—
	Lease Termination Costs	—			(1		)
Total restructuring payments - Corporate		$	(6	)	$	(1	)

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

During the first quarter of fiscal 2016, the Company implemented a series of restructuring actions at the global headquarters office to better align the organization structure and corporate staffing levels with strategic priorities. An impairment charge related to certain software items was also recorded as part of this restructuring action. As of June 30, 2015, the restructuring liability for the corporate office was $5 million and relates to severance charges.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

3. INVENTORIES

"Inventories" consist of the following (in millions).



	June 30, 2015		March 31, 2015
Finished goods	$	375	$	358
Work in process	529		531
Raw materials	492		419
Supplies	130		123
Inventories	$	1,526	$	1,431

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

4. ASSETS HELD FOR SALE

We are focused on capturing the global growth we see in our premium product markets of beverage can, automotive and high-end specialties. We continually analyze our product portfolio to ensure we are focused on growing in attractive market segments. The following transaction relates to exiting certain non-core operations and are steps to align our growth strategy in the premium product markets.

In April 2014, we entered into agreements to sell the hydroelectric generation operations and our share of the joint venture of the Consorcio Candonga to two separate parties. In December 2014, we sold our share of the joint venture of the Consorcio Candonga to a third party. Additionally, we sold certain hydroelectric power generation operations fully owned by the Company in February 2015. The remaining hydroelectric generation operation assets which are Property, plant and equipment, totaling $5 million as of June 30, 2015 and $6 million as of March 31, 2015, were classified as "Assets held for sale" in our condensed consolidated balance sheet.

"Gain on assets held for sale" includes $7 million from the sale of our consumer foil operations in North America and $4 million from a property and mining rights sale agreement in South America during the three months ended June 30, 2014, with no comparable sales during the three months ended June 30, 2015.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

5. CONSOLIDATION

Variable Interest Entities (VIE)

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

We have a joint interest in Logan Aluminum Inc. (Logan) with Tri-Arrows Aluminum Inc. (Tri-Arrows). Logan processes metal received from Novelis and Tri-Arrows and charges the respective partner a fee to cover expenses. Logan is thinly capitalized and relies on the regular reimbursement of costs and expenses by Novelis and Tri-Arrows to fund its operations. This reimbursement is considered a variable interest as it constitutes a form of financing of the activities of Logan. Other than these contractually required reimbursements, we do not provide other material support to Logan. Logan’s creditors do not have recourse to our general credit.

We have a majority voting right on Logan’s board of directors and have the ability to direct the majority of Logan’s production operations. We also have the ability to take the majority share of production and associated costs. These facts qualify us as Logan’s primary beneficiary and this entity is consolidated for all periods presented. All significant intercompany transactions and balances have been eliminated.

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



	June 30, 2015		March 31, 2015
Assets
Current assets
Cash and cash equivalents	$	5	$	2
Accounts receivable	30		40
Inventories	54		52
Prepaid expenses and other current assets	2		1
Total current assets	91		95
Property, plant and equipment, net	16		20
Goodwill	12		12
Deferred income taxes	67		65
Other long-term assets	4		4
Total assets	$	190	$	196
Liabilities
Current liabilities
Accounts payable	$	23	$	33
Accrued expenses and other current liabilities	13		12
Total current liabilities	36		45
Accrued postretirement benefits	168		166
Other long-term liabilities	1		2
Total liabilities	$	205	$	213

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)


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

We had operations with two non-consolidated affiliates, Aluminium Norf GmbH (Alunorf) and Consorcio Candonga (Candonga) during the three months ended June 30, 2014, and one unconsolidated affiliate, Aluorf, during the three months ended June 30, 2015. Included in the accompanying condensed consolidated financial statements are transactions and balances arising from business we conduct with these non-consolidated affiliates, which we classify as related party transactions and balances. We account for these affiliates using the equity method.

The following table summarizes the results of operations of these equity method affiliates for the three months ended June 30, 2015 and 2014; and the nature and amounts of significant transactions we had with our non-consolidated affiliates (in millions). The amounts in the table below are disclosed at 100% of the operating results of these affiliates.



	Three Months Ended June 30,
	2015			2014
Net sales	$	117		$	138
Costs and expenses related to net sales	118			146
Benefit for taxes on income	(1		)	(2		)
Net loss	$	—		$	(6	)
Purchases of tolling services from Alunorf	$	58		$	69

In December 2014, we sold our share of the joint venture of Candonga to a third party. The following table describes the period-end account balances that we had with our remaining non-consolidated affiliate, Alunorf, shown as related party balances in the accompanying condensed consolidated balance sheets (in millions). We had no other material related party balances with Alunorf.



	June 30, 2015		March 31, 2015
Accounts receivable-related parties	$	55	$	53
Other long-term assets-related parties	$	17	$	15
Accounts payable-related parties	$	46	$	44

We earned less than $1 million of interest income on a loan, presented in "Other long-term assets-related parties" during each of the periods in the table above, due from Alunorf. We believe collection of the full receivable from Alunorf is probable; thus no allowance for loan loss was provided for this loan as of June 30, 2015 and March 31, 2015.

We have guaranteed the indebtedness for a credit facility on behalf of Alunorf. The guarantee is limited to 50% of the outstanding debt, not to exceed 6 million euros. As of June 30, 2015, there were no amounts outstanding under our guarantee with Alunorf. We have also guaranteed the payment of early retirement benefits on behalf of Alunorf. As of June 30, 2015, this guarantee totaled $2 million.

Transactions with Hindalco and AV Metals Inc.

We occasionally have related party transactions with Hindalco. During the three months ended June 30, 2015 and 2014, “Net sales” were less than $1 million between Novelis and Hindalco. As of June 30, 2015 and March 31, 2015, there was $1 million in "Accounts receivable, net" outstanding related to transactions with Hindalco (included within the related party balances above).

On April 30, 2014, we paid a return of capital to our direct shareholder, AV Metals Inc., in the amount of $250 million.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

7. DEBT

Debt consisted of the following (in millions).



	June 30, 2015												March 31, 2015
	Interest Rates (A)		Principal			Unamortized Carrying Value Adjustments				Carrying Value			Principal			Unamortized Carrying Value Adjustments				Carrying Value
Third party debt:
Short-term borrowings	3.08	%	$	1,021		$	—			$	1,021		$	846		$	—			$	846
Novelis Inc.
Floating rate Term Loan Facility, due through June 2022	4.00	%	1,800			(19		)	(B)	1,781			1,731			(13		)	(B)	1,718
8.375% Senior Notes, due December 2017	8.375	%	1,100			—				1,100			1,100			—				1,100
8.75% Senior Notes, due December 2020	8.75	%	1,400			—				1,400			1,400			—				1,400
Capital lease obligations, due through July 2017	3.64	%	7			—				7			9			—				9
Novelis Korea Limited
Bank loans, due through September 2020 (KRW 242 billion)	2.77	%	216			—				216			192			—				192
Novelis Switzerland S.A.
Capital lease obligation, due through December 2019 (Swiss francs (CHF) 26 million)	7.50	%	28			(1		)	(C)	27			28			(1		)	(C)	27
Novelis do Brasil Ltda.
BNDES loans, due through April 2021 (BRL 20 million)	5.91	%	7			(1		)	(D)	6			7			(1		)	(D)	6
Other
Other debt, due through December 2020	6.19	%	4			—				4			5			—				5
Total debt			5,583			(21		)		5,562			5,318			(15		)		5,303
Less: Short-term borrowings			(1,021		)	—				(1,021		)	(846		)	—				(846		)
Current portion of long term debt			(107		)	—				(107		)	(108		)	—				(108		)
Long-term debt, net of current portion			$	4,455		$	(21	)		$	4,434		$	4,364		$	(15	)		$	4,349

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

(A)

Interest rates are the fixed or variable rates as specified in the debt instruments (not the effective interest rate) as of June 30, 2015, and therefore, exclude the effects of related interest rate swaps, accretion/amortization of fair value adjustments as a result of purchase accounting in connection with Hindalco's purchase of Novelis and accretion/amortization of debt issuance costs related to the debt exchange completed in fiscal 2009 and the series of refinancing transactions and additional borrowings we completed in fiscal 2011 through 2016. We present stated rates of interest because they reflect the rate at which cash will be paid for future debt service.


(B)	Debt existing at the time of Hindalco's purchase of Novelis was recorded at fair value. In connection with a series of refinancing transactions, a portion of the historical fair value adjustments was allocated to the Term Loan Facility, resulting in carrying value adjustments on this debt obligation. The unamortized carrying value also includes an issuance discount.


(C)	Debt existing at the time of Hindalco's purchase of Novelis was recorded at fair value resulting in carrying value adjustments to our capital lease obligations in Novelis Switzerland.


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

Principal repayment requirements for our total debt over the next five years and thereafter (excluding unamortized carrying value adjustments and using exchange rates as of June 30, 2015 for our debt denominated in foreign currencies) are as follows (in millions).



As of June 30, 2015	Amount
Short-term borrowings and current portion of long-term debt due within one year	$	1,128
2 years	89
3 years	1,205
4 years	26
5 years	22
Thereafter	3,113
Total	$	5,583

Senior Secured Credit Facilities

As of June 30, 2015, the senior secured credit facilities consisted of (1) a $1.8 billion seven-year secured term loan credit facility (Term Loan Facility), (2) a $1.2 billion five-year asset based loan facility (ABL Revolver) and (3) a $200 million 15-month subordinated secured lien revolving facility (Subordinated Lien Revolver). As of June 30, 2015, $18 million of the Term Loan Facility was due within one year.

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

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

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

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

The senior secured credit facilities contain various affirmative covenants, including covenants with respect to our financial statements, litigation and other reporting requirements, insurance, payment of taxes, employee benefits and (subject to certain limitations) causing new subsidiaries to pledge collateral and guarantee our obligations. The senior secured credit facilities also include various customary negative covenants and events of default, including limitations on our ability to (1) make certain restricted payments, (2) incur additional indebtedness, (3) sell certain assets, (4) enter into sale and leaseback transactions, (5) make investments, loans and advances, (6) pay dividends or returns of capital and distributions beyond certain amounts, (7) engage in mergers, amalgamations or consolidations, (8) engage in certain transactions with affiliates, and (9) prepay certain indebtedness. Substantially all of our assets are pledged as collateral under the senior secured credit facilities. As of June 30, 2015, we were in compliance with the covenants in the Term Loan Facility, ABL Revolver and Subordinated Lien Revolver.

Short-Term Borrowings

As of June 30, 2015, our short-term borrowings were $1,021 million, consisting of $788 million of loans under our ABL Revolver, $153 million in Novelis Brazil loans, $51 million (KRW 58 billion) in Novelis Korea loans, $18 million (CNY 110 million) in Novelis China loans, $10 million (VND 228 billion) in Novelis Vietnam loans and $1 million of other short-term borrowings.

As of June 30, 2015, $6 million of the ABL Revolver was utilized for letters of credit, and we had $271 million in remaining availability under the ABL Revolver.

As of June 30, 2015, the entire $200 million under the Subordinated Lien Revolver was available.

Novelis Korea has entered into various short-term facilities, including revolving loan facilities and committed credit lines. As of June 30, 2015, we had $210 million (KRW 236 billion) in remaining availability under these facilities.

In fiscal year 2016, Novelis Middle East and Africa entered into various short-term facilities, including revolving facility agreements. As of June 30, 2015, we had $20 million in remaining availability under these facilities.

In fiscal year 2015, Novelis China entered into a committed facility. As of June 30, 2015, we had $7 million (CNY 41 million) in remaining availability under this facility.

Senior Notes

On December 17, 2010, we issued $1.1 billion in aggregate principal amount of 8.375% Senior Notes Due 2017 (the 2017 Notes) and $1.4 billion in aggregate principal amount of 8.75% Senior Notes Due 2020 (the 2020 Notes, and together with the 2017 Notes, the Notes).

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

The Notes contain customary covenants and events of default that will limit our ability and, in certain instances, the ability of certain of our subsidiaries to (1) incur additional debt and provide additional guarantees, (2) pay dividends or return capital beyond certain amounts and make other restricted payments, (3) create or permit certain liens, (4) make certain asset sales, (5) use the proceeds from the sales of assets and subsidiary stock, (6) create or permit restrictions on the ability of certain of the Company's subsidiaries to pay dividends or make other distributions to the Company, (7) engage in certain transactions with affiliates, (8) enter into sale and leaseback transactions, (9) designate subsidiaries as unrestricted subsidiaries and (10) consolidate, merge or transfer all or substantially all of our assets and the assets of certain of our subsidiaries. During any future period in which either Standard & Poor's Ratings Group, Inc. or Moody's Investors Service, Inc. have assigned an investment grade credit rating to the Notes and no default or event of default under the indenture has occurred and is continuing, most of the covenants will be suspended. The Notes include a cross-acceleration event of default triggered if (1) any other indebtedness with an aggregate principal amount of more than $100 million is (1) accelerated prior to its maturity or (2) not repaid at its maturity. As of June 30, 2015, we were in compliance with the covenants in the Notes. The Notes also contain customary call protection provisions for our bond holders that extend through December 2016 for the 2017 Notes and through December 2018 for the 2020 Notes.

Korean Bank Loans

As of June 30, 2015, Novelis Korea had $77 million of outstanding long-term loans with various banks due within one year. All loans have variable interest rates with base rates tied to Korea's 91-day CD rate plus an applicable spread ranging from 0.80% to 1.58%.

Brazil BNDES Loans

Novelis Brazil entered into loan agreements with Brazil’s National Bank for Economic and Social Development (the BNDES long-term loans) related to the plant expansion in Pindamonhangaba, Brazil (Pinda). As of June 30, 2015 there are $2 million of BNDES long-term loans due within one year.

Other Long-term debt

In December 2004, we entered into a 15-year capital lease obligation with Alcan for assets in Sierre, Switzerland, which has an interest rate of 7.5% and fixed quarterly payments of CHF 1.7 million, (USD $1.8 million).

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

As of June 30, 2015, we had $4 million of other debt, including certain capital lease obligations, with due dates through December 2020.

Interest Rate Swaps

We use interest rate swaps to manage our exposure to changes in benchmark interest rates which impact our variable-rate debt. See Note 11- Financial Instruments and Commodity Contracts for further information about these interest rate swaps.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

8. SHARE-BASED COMPENSATION

The Company's board of directors has authorized long term incentive plans (LTIPs), under which Hindalco stock appreciation rights (Hindalco SARs), Novelis stock appreciation rights (Novelis SARs), and phantom restricted stock units (RSUs) are granted to certain executive officers and key employees. The Hindalco SARs and Novelis SARs vest at the rate of 25% per year, subject to the achievement of an annual performance target, and expire 7 years from their original grant date. The performance criterion for vesting of both the Hindalco SARs and Novelis SARs is based on the actual overall Novelis operating EBITDA compared to the target established and approved each fiscal year. The RSUs vest in full three years from the grant date, subject to continued employment with the Company, but are not subject to performance criteria.

During the three months ended June 30, 2015, we granted 1,780,370 RSUs, 6,203,196 Hindalco SARs, and 596,169 Novelis SARs. Total compensation (benefit) expense related to these plans for the respective periods is $(7) million and $4 million for the three months ended June 30, 2015, and 2014, respectively. These amounts are included in “Selling, general and administrative expenses” or "Cost of goods sold (exclusive of depreciation and amortization)" in our condensed consolidated statements of operations. As the performance criteria for fiscal years 2017, 2018 and 2019 have not yet been established, measurement periods for Hindalco SARs and Novelis SARs relating to those periods have not yet commenced. As a result, only compensation expense for vested and current year Hindalco SARs and Novelis SARs has been recorded.

The cash payments made to settle SAR liabilities were $1 million and $5 million in the three months ended June 30, 2015 and 2014, respectively. Total cash payments made to settle Hindalco RSUs were $5 million and $2 million in the three months ended June 30, 2015 and 2014, respectively. Unrecognized compensation expense related to the non-vested Hindalco SARs (assuming all future performance criteria are met) was $8 million, which is expected to be recognized over a weighted average period of 2.1 years. Unrecognized compensation expense related to the non-vested Novelis SARs (assuming all future performance criteria are met) was $16 million, which is expected to be recognized over a weighted average period of 2.3 years. Unrecognized compensation expense related to the RSUs was $6 million, which will be recognized over the remaining weighted average vesting period of 1.9 years.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

9. POSTRETIREMENT BENEFIT PLANS

Our pension obligations relate to: (1) funded defined benefit pension plans in the U.S., Canada, Switzerland and the U.K.; (2) unfunded defined benefit pension plans in Germany; (3) unfunded lump sum indemnities payable upon retirement to employees in France, Malaysia and Italy; and (4) partially funded lump sum indemnities in South Korea. Our other postretirement obligations (Other Benefits, as shown in certain tables below) include unfunded health care and life insurance benefits provided to retired employees in the U.S., Canada and Brazil.

Components of net periodic benefit cost (credit) for all of our significant postretirement benefit plans are shown in the tables below (in millions).



	Pension Benefit Plans						Other Benefit Plans
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Service cost	$	12		$	11		$	1		$	1
Interest cost	15			17			1			1
Expected return on assets	(17		)	(17		)	—			—
Amortization — losses, net	9			6			1			2
Amortization — prior service credit, net	(1		)	(1		)	(7		)	(10		)
Termination benefits / curtailments	—			1			—			(2		)
Net periodic benefit cost (credit)	$	18		$	17		$	(4	)	$	(8	)

The average expected long-term rate of return on plan assets is 5.6% in fiscal 2016.

Employer Contributions to Plans

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



	Three Months Ended June 30,
	2015		2014
Funded pension plans	$	3	$	4
Unfunded pension plans	2		1
Savings and defined contribution pension plans	7		6
Total contributions	$	12	$	11

During the remainder of fiscal 2016, we expect to contribute an additional $24 million to our funded pension plans, $7 million to our unfunded pension plans and $15 million to our savings and defined contribution plans.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

10. CURRENCY (GAINS) LOSSES

The following currency (gains) losses are included in “Other (income) expense, net” in the accompanying condensed consolidated statements of operations (in millions).



	Three Months Ended June 30,
	2015			2014
(Gain) loss on remeasurement of monetary assets and liabilities, net	$	(5	)	$	11
Loss (gain) recognized on balance sheet remeasurement currency exchange contracts, net	1			(11		)
Currency gains, net	$	(4	)	$	—

The following currency gains (losses) are included in “Accumulated other comprehensive loss” (“AOCI”) and “Noncontrolling interests” in the accompanying condensed consolidated balance sheets (in millions).



	Three Months Ended June 30, 2015			Year Ended March 31, 2015
	Three Months Ended June 30, 2015			Year Ended March 31, 2015
Cumulative currency translation adjustment — beginning of period	$	(214	)	$	90
Effect of changes in exchange rates	42			(304		)
Cumulative currency translation adjustment — end of period	$	(172	)	$	(214	)

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

11. FINANCIAL INSTRUMENTS AND COMMODITY CONTRACTS

The following tables summarize the gross fair values of our financial instruments and commodity contracts as of June 30, 2015 and March 31, 2015 (in millions).



	June 30, 2015
	Assets				Liabilities						Net Fair Value
	Current		Noncurrent (A)		Current			Noncurrent (A)			Assets / (Liabilities)
Derivatives designated as hedging instruments:
Cash flow hedges
Aluminum contracts	$	29	$	—	$	—		$	—		$	29
Currency exchange contracts	1		—		(29		)	(10		)	(38		)
Energy contracts	—		—		(5		)	(1		)	(6		)
Net investment hedges
Currency exchange contracts	3		—		—			—			3
Total derivatives designated as hedging instruments	$	33	$	—	$	(34	)	$	(11	)	$	(12	)
Derivatives not designated as hedging instruments
Aluminum contracts	79		—		(41		)	—			38
Currency exchange contracts	14		—		(39		)	—			(25		)
Energy contracts	2		—		(14		)	(5		)	(17		)
Total derivatives not designated as hedging instruments	95		—		(94		)	(5		)	(4		)
Total derivative fair value	$	128	$	—	$	(128	)	$	(16	)	$	(16	)

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)



	March 31, 2015
	Assets				Liabilities						Net Fair Value
	Current		Noncurrent (A)		Current			Noncurrent(A)			Assets / (Liabilities)
Derivatives designated as hedging instruments:
Cash flow hedges
Aluminum contracts	$	15	$	—	$	(5	)	$	—		$	10
Currency exchange contracts	4		—		(42		)	(15		)	(53		)
Energy contracts	—		—		(6		)	(2		)	(8		)
Interest rate swaps	—		—		(1		)	—			(1		)
Net investment hedges
Currency exchange contracts	5		—		—			—			5
Total derivatives designated as hedging instruments	$	24	$	—	$	(54	)	$	(17	)	$	(47	)
Derivatives not designated as hedging instruments:
Aluminum contracts	24		—		(26		)	—			(2		)
Currency exchange contracts	26		—		(54		)	—			(28		)
Energy contracts	3		—		(15		)	(7		)	(19		)
Total derivatives not designated as hedging instruments	53		—		(95		)	(7		)	(49		)
Total derivative fair value	$	77	$	—	$	(149	)	$	(24	)	$	(96	)


(A)	The noncurrent portions of derivative assets and liabilities are included in “Other long-term assets-third parties” and in “Other long-term liabilities”, respectively, in the accompanying condensed consolidated balance sheets.

Aluminum

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) and from time to time we also use over-the-counter derivatives indexed to the Midwest transaction premium (collectively referred to as our "aluminum derivative forward contracts") to reduce our exposure to fluctuating metal prices associated with the period of time between the pricing of our purchases of inventory and the pricing of the sale of that inventory to our customers, which is known as "metal price lag." We also purchase forward LME aluminum contracts simultaneously with our sales contracts with customers that contain fixed metal prices. These LME aluminum forward contracts directly hedge the economic risk of future metal price fluctuations to better match the selling price of the metal with the purchase price of the metal. The volatility in local market premiums also results in metal price lag, although we do not have derivatives contracts associated with local market premiums as these are not prevalent in the market.

Price risk exposure arises from commitments to sell aluminum in future periods at fixed prices. We identify and designate certain LME aluminum forward contracts as fair value hedges of the metal price risk associated with fixed price sales commitments that qualify as firm commitments. Such exposures do not extend beyond two years in length. We had 7 kt and 2 kt of outstanding aluminum forward purchase contracts designated as fair value hedges as of June 30, 2015 and March 31, 2015, respectively. One kilotonne (kt) is 1,000 metric tonnes.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

The following table summarizes the amount of gain (loss) recognized on fair value hedges of metal price risk (in millions).



	Amount of Gain (Loss) Recognized on Changes in Fair Value
	Three Months Ended June 30,
	2015		2014
Fair Value Hedges of Metal Price Risk
Derivative Contracts	$	—	$	1
Designated Hedged Items	—		(1		)
Net Ineffectiveness (A)	$	—	$	—


(A)	Effective portion is recorded in "Net sales" and net ineffectiveness in "Other (income) expense, net." There was no amount excluded from the assessment of hedge effectiveness related to Fair Value Hedges.

Price risk arises due to fluctuating aluminum prices between the time the sales order is committed and the time the order is shipped. We identify and designate certain LME aluminum forward purchase contracts as cash flow hedges of the metal price risk associated with our future metal purchases that vary based on changes in the price of aluminum. Such exposures do not extend beyond two years in length. We had 4 kt and 1 kt of outstanding aluminum forward purchase contracts designated as cash flow hedges as of June 30, 2015 and March 31, 2015, respectively.

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. Such exposures do not extend beyond one year in length. We had 235 kt and 285 kt of outstanding aluminum forward sales contracts designated as cash flow hedges as of June 30, 2015 and March 31, 2015, respectively.

The remaining balance of our aluminum derivative contracts are not designated as accounting hedges. As of June 30, 2015 and March 31, 2015, we had 188 kt and 36 kt, respectively, of outstanding aluminum sales contracts not designated as hedges. The increase in the level of undesignated aluminum derivatives was driven by recent volatility in the local market premium component of our net selling prices. The average duration of undesignated contracts is less than six months.

The following table summarizes our notional amount (in kt).



	June 30, 2015		March 31, 2015
Hedge Type
Purchase (Sale)
Cash flow purchases	4		1
Cash flow sales	(235	)	(285	)
Fair value	7		2
Not designated	(188	)	(36	)
Total, net	(412	)	(318	)

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 $459 million and $590 million in outstanding foreign currency forwards designated as cash flow hedges as of June 30, 2015 and March 31, 2015, respectively.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

We use foreign currency contracts to hedge our foreign currency exposure to our net investment in foreign subsidiaries. We had $26 million and $28 million of outstanding foreign currency forwards designated as net investment hedges as of June 30, 2015 and March 31, 2015, respectively.

As of June 30, 2015 and March 31, 2015, we had outstanding currency exchange contracts with a total notional amount of $752 million and $868 million, respectively, which were not designated as hedges. Contracts representing the majority of this notional amount will mature during the second quarter of fiscal 2016.

Energy

We own an interest in an electricity swap which we formerly designated as a cash flow hedge of our exposure to fluctuating electricity prices. As of March 31, 2011, due to significant credit deterioration of our counterparty, we discontinued hedge accounting for this electricity swap. Less than 1 million of notional megawatt hours remained outstanding as of June 30, 2015, and the fair value of this swap was a liability of $15 million as of June 30, 2015. As of March 31, 2015, the fair value of this electricity swap was a liability of $16 million.

We use natural gas forward purchase contracts to manage our exposure to fluctuating energy prices in North America. We had 7 million MMBTUs designated as cash flow hedges as of June 30, 2015, and the fair value was a liability of $6 million. There were 7 million MMBTUs of natural gas forward purchase contracts designated as cash flow hedges as of March 31, 2015 and the fair value was a liability of $8 million. As of June 30, 2015 and March 31, 2015, we had 2 million of MMBTUs of natural gas forward purchase contracts that were not designated as hedges. The fair value as of June 30, 2015 and March 31, 2015 was a liability of $2 million and a liability of $3 million, respectively, for the forward purchase contracts not designated as hedges. The average duration of undesignated contracts is approximately one year in length. One MMBTU is the equivalent of one decatherm, or one million British Thermal Units.

Interest Rate

As of June 30, 2015, we swapped $77 million (KRW 86 billion) floating rate loans to a weighted average fixed rate of 3.69%. All swaps expire concurrent with the maturity of the related loans. As of June 30, 2015 and March 31, 2015, $77 million (KRW 86 billion) and $78 million (KRW 86 billion), respectively, were designated as cash flow hedges.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Gain (Loss) Recognition

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



	Three Months Ended June 30,
	2015			2014
Derivative Instruments Not Designated as Hedges
Aluminum contracts (C)	$	31		$	(7	)
Currency exchange contracts	1			12
Energy contracts (A)	—			2
Gain recognized in "Other (income) expense, net"	32			7
Derivative Instruments Designated as Hedges
(Loss) gain recognized in "Other (income) expense, net" (B)	(6		)	2
Total gain recognized in "Other (income) expense, net"	$	26		$	9
Balance sheet remeasurement currency exchange contract (losses) gains	$	(1	)	$	11
Realized losses, net	(8		)	(3		)
Unrealized gains on other derivative instruments, net (C)	35			1
Total gain recognized in "Other (income) expense, net"	$	26		$	9


(A)	Includes amounts related to de-designated electricity swap and natural gas swaps not designated as hedges.


(B)	Amount includes: forward market premium/discount excluded from hedging relationship and ineffectiveness on designated aluminum and foreign currency capital expenditure contracts; releases to income from AOCI on balance sheet remeasurement contracts; and ineffectiveness of fair value hedges involving aluminum derivatives.


(C)	During the three months ended June 30, 2015, the level of undesignated aluminum derivatives was higher due to the recent volatility in the local market premium component of our net selling prices.

The following table summarizes the impact on AOCI and earnings of derivative instruments designated as cash flow and net investment hedges (in millions). Within the next twelve months, we expect to reclassify $3 million of losses from AOCI to earnings, before taxes.



	Amount of Gain (Loss) Recognized in OCI (Effective Portion)						Amount of Gain (Loss) Recognized in “Other (Income) Expense, net” (Ineffective and Excluded Portion)
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Cash flow hedging derivatives
Aluminum contracts	$	37		$	(21	)	$	(6	)	$	3
Currency exchange contracts	8			32			—			(1		)
Energy contracts	—			—			—			—
Interest Rate Swaps	—			—			—			—
Total cash flow hedging derivatives	$	45		$	11		$	(6	)	$	2
Net investment derivatives
Currency exchange contracts	(1		)	—			—			—
Total	$	44		$	11		$	(6	)	$	2

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Gain (Loss) Reclassification



	Amount of Gain (Loss) Reclassified from AOCI into Income/(Expense) (Effective Portion) Three Months Ended June 30,						Location of Gain (Loss) Reclassified from AOCI into Earnings
Cash flow hedging derivatives	2015			2014
Energy contracts (A)	$	(1	)	$	(1	)	Other (income) expense, net
Energy contracts (C)	(2		)	1			Cost of goods sold (B)
Aluminum contracts	13			(6		)	Cost of goods sold (B)
Currency exchange contracts	(6		)	1			Cost of goods sold (B)
Currency exchange contracts	3			4			Net sales
Currency exchange contracts	—			1			Other (income) expense, net
Total	$	7		$	—		Income before taxes
	(4		)	—			Income tax benefit (provision)
	$	3		$	—		Net income


(A)	Includes amounts related to de-designated electricity swap. AOCI related to this swap is amortized to income over the remaining term of the hedged item.


(B)	"Cost of goods sold" is exclusive of depreciation and amortization.


(C)	Includes amounts related to natural gas swaps.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the change in the components of accumulated other comprehensive loss net of tax and "Noncontrolling interests", for the periods presented (in millions).



	Currency Translation			(A) Cash Flow Hedges			(B) Postretirement Benefit Plans			Total
Balance as of March 31, 2015	$	(213	)	$	(63	)	$	(285	)	$	(561	)
Other comprehensive income (loss) before reclassifications	44			33			(8		)	69
Amounts reclassified from AOCI	—			(3		)	1			(2		)
Net current-period other comprehensive income (loss)	44			30			(7		)	67
Balance as of June 30, 2015	$	(169	)	$	(33	)	$	(292	)	$	(494	)



	Currency Translation		(A) Cash Flow Hedges			(B) Postretirement Benefit Plans			Total
Balance as of March 31, 2014	$	89	$	(20	)	$	(160	)	$	(91	)
Other comprehensive income (loss) before reclassifications	26		13			(5		)	34
Amounts reclassified from AOCI	—		—			(3		)	(3		)
Net current-period other comprehensive income (loss)	26		13			(8		)	31
Balance as of June 30, 2014	$	115	$	(7	)	$	(168	)	$	(60	)

(A) For additional information on our cash flow hedges see Note 11 - Financial Instruments and Commodity Contracts.


(B)	For additional information on our postretirement benefit plans see Note 9 - Postretirement Benefit Plans.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

13. 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 use to measure our various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified.

Derivative Contracts

For certain derivative contracts with fair values based upon trades in liquid markets, such as aluminum, foreign exchange and natural gas forward contracts and options, valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy.

The majority of our derivative contracts are valued using industry-standard models with observable market inputs as their basis, such as time value, forward interest rates, volatility factors, and current (spot) and forward market prices. We generally classify these instruments within Level 2 of the valuation hierarchy. Such derivatives include interest rate swaps, cross-currency swaps, foreign currency contracts, aluminum derivative contracts and natural gas 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.

The average forward price at June 30, 2015, estimated using the method described above, was $48 per megawatt hour, which represented a $4 premium over forward prices in the nearby observable market. The actual rate from the most recent swap settlement was approximately $34 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 June 30, 2015 and March 31, 2015, 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. The table below also discloses the net fair value of the derivative instruments after considering the impact of master netting agreements.

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

The following table presents our derivative assets and liabilities which were measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2015 and March 31, 2015 (in millions).



	June 30, 2015						March 31, 2015
	Assets			Liabilities			Assets			Liabilities
Level 2 instruments
Aluminum contracts	$	108		$	(41	)	$	39		$	(31	)
Currency exchange contracts	18			(78		)	35			(111		)
Energy contracts	2			(10		)	3			(14		)
Interest rate swaps	—			—			—			(1		)
Total level 2 instruments	128			(129		)	77			(157		)
Level 3 instruments
Energy contracts	—			(15		)	—			(16		)
Total level 3 instruments	—			(15		)	—			(16		)
Total gross	$	128		$	(144	)	$	77		$	(173	)
Netting adjustment (A)	(40		)	40			(28		)	28
Total net	$	88		$	(104	)	$	49		$	(145	)

(A) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions with the same counterparties.

We recognized unrealized losses of less than $1 million for the three months ended June 30, 2015 related to Level 3 financial instruments that were still held as of June 30, 2015. These unrealized losses were included in “Other (income) expense, net.”

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



	Level 3 – Derivative Instruments (A)
Balance as of March 31, 2015	$	(16	)
Unrealized/realized loss included in earnings (B)	1
Settlements	—
Balance as of June 30, 2015	$	(15	)

(A) Represents net derivative liabilities.

(B) Included in “Other (income) expense, net.”

Novelis Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)

Financial Instruments Not Recorded at Fair Value

The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a recurring basis (in millions). The table excludes short-term financial assets and liabilities for which we believe carrying value approximates fair value. The fair value of long-term receivables is based on anticipated cash flows, which approximates carrying value and is classified as Level 2. We value 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.



	June 30, 2015				March 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
Long-term receivables from related parties	$	17	$	15	$	15	$	15
Liabilities
Total debt — third parties (excluding short-term borrowings)	$	4,541	$

Form: 10-Q

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