UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 Form 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2018
Or
¨
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: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    Yes   ¨    No  ý
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).    Yes  ý    No  ¨
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  ý
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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
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 grown 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. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Emerging growth 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
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.  ¨ 
As of May 7, 2018, the Registrant had 1,000 common shares outstanding. All of the Registrant’s outstanding shares were held indirectly by Hindalco Industries Ltd., the Registrant’s parent company. 
DOCUMENTS INCORPORATED BY REFERENCE: None






TABLE OF CONTENTS
 
 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA
 
PART I
 
PART II
 
PART III
 
PART IV
 


2


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA
This document contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industry in which we operate, and beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, strategies and prospects under the headings “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, our expectations with respect to the impact of metal price movements on our financial performance; the effectiveness of our hedging programs and controls; and our future borrowing availability. These statements are based on beliefs and assumptions of Novelis’ management, which in turn are based on currently available information. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. We do not intend, and we disclaim any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
This document also contains information concerning our markets and products generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which these markets and product categories will develop. These assumptions have been derived from information currently available to us and to the third party industry analysts quoted herein. This information includes, but is not limited to, product shipments and share of production. Actual market results may differ from those predicted. We do not know what impact any of these differences may have on our business, our results of operations, financial condition, and cash flow. For a discussion of some of the specific factors that may cause Novelis' actual results to differ materially from those projected in any forward-looking statements, see the following sections of this report: Part I, Item IA. Risk Factors, Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Critical Accounting Policies and Estimates.

In this Annual Report on Form 10-K, 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, and its subsidiaries. References herein to “Hindalco” refer to Hindalco Industries Limited, which acquired Novelis in May 2007.
Exchange Rate Data
We report our financial statements in United States (U.S.) dollars. The following table sets forth exchange rate information expressed in terms of Canadian dollars per U.S. dollar based on exchange data published daily from Citibank as of 16:00 Greenwich Mean Time (GMT) (11:00 A.M. Eastern Standard Time). The rates set forth below may differ from the actual rates used in our accounting processes and in the preparation of our consolidated financial statements.
Period
 
At Period End
 
Average Rate (A)
 
High
 
Low
Year Ended March 31, 2014
 
1.1044

 
1.0577

 
1.1127

 
1.0074

Year Ended March 31, 2015
 
1.2666

 
1.1467

 
1.2681

 
1.0665

Year Ended March 31, 2016
 
1.2978

 
1.3115

 
1.4015

 
1.2065

Year Ended March 31, 2017
 
1.3289

 
1.3137

 
1.3439

 
1.2542

Year Ended March 31, 2018
 
1.2889

 
1.2826

 
1.3667

 
1.2305

________________________
(A)
 This represents the average of the 16:00 GMT buying rates on the last day of each month during the period.

All dollar figures herein are in U.S. dollars unless otherwise indicated.
Commonly Referenced Data
As used in this Annual Report, consolidated “aluminum rolled product shipments,” “flat rolled product shipments,” or "shipments" refers to aluminum rolled product shipments to third parties. “Aluminum rolled product shipments," “flat rolled product shipments,” or "shipments" associated with the regions refers to aluminum rolled product shipments to third parties and intersegment shipments to other Novelis regions. Shipment amounts also include tolling shipments. References to “total shipments” include aluminum rolled product shipments as well as certain other non-rolled product shipments, primarily scrap, used beverage cans (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 is equivalent to 2,204.6 pounds. One kilotonne (kt) is 1,000 metric tonnes.
A significant amount of our business is conducted under a conversion model, which allows us to pass through increases or decreases in the price of aluminum to our customers. Nearly all of our flat-rolled products have a price structure with three components: (i) a base aluminum price quoted off the London Metal Exchange (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. The use of the term “conversion premium” in this Annual Report, refers to the conversion costs plus a margin we charge our customers to produce the rolled product which reflects, among other factors, the competitive market conditions for that product, exclusive of the pass through aluminum price.

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PART I
Item 1. Business
Overview
Novelis is the leading producer of flat-rolled aluminum products and the world's largest recycler of aluminum. We work alongside our customers to provide innovative solutions to the beverage can, automotive and high-end specialty markets. Operating an integrated network of technically advanced rolling and recycling facilities across North America, South America, Europe and Asia, Novelis leverages its global manufacturing and recycling footprint to deliver consistent, high-quality products around the world. In fiscal year 2018, we had shipment volumes of 3,333 kt and "Net sales" of $11,462 million for the year ended March 31, 2018.
Our History
Organization and Description of Business
All of the common shares of Novelis are owned directly by AV Metals Inc. and indirectly by Hindalco Industries Limited. We produce flat-rolled aluminum products and provide innovative solutions to the beverage can, automotive and high-end specialty markets. We also have aluminum recycling operations in many of our plants. As of March 31, 2018, we had manufacturing operations in ten countries on four continents: North America, South America, Europe and Asia, through 24 operating facilities, including recycling operations in eleven of these plants.
Our Industry
The aluminum rolled products market represents the global supply of, and demand for, aluminum sheet, plate and foil produced either from sheet ingot or continuously cast roll-stock in rolling mills operated by both independent aluminum rolled products producers and integrated aluminum companies.
Aluminum rolled products are semi-finished aluminum products that constitute the raw material for the manufacture of finished goods ranging from automotive structures and body panels to food and beverage cans. There are two major types of manufacturing processes for aluminum rolled products differing mainly in the process used to achieve the initial stage of processing:
hot mills — which require sheet ingot, a rectangular slab of aluminum, as starter material; and
continuous casting mills — which can convert molten metal directly into semi-finished sheet.

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

Industry Sources of Metal
There are two sources of input material: (1) recycled aluminum, produced by remelting post-industrial and post-consumer scraps; and (2) primary aluminum, produced from alumina (extracted from bauxite), processed in a smelter.
Primary aluminum and sheet ingot can generally be purchased at prices set on the LME, plus a local market premium that varies by geographic region of delivery, alloying material, form (ingot or molten metal) and purity.
Recycled aluminum is generally purchased at a discount compared to the price of primary aluminum depending on type and quality of the scrap, geographic region, and other market factors.
Industry End-use Markets
Aluminum rolled products companies produce and sell a wide range of products, which can be grouped into five end-use markets: (1) packaging; (2) transportation; (3) architectural; (4) industrial; and (5) consumer durables and other. Within each end-use market, aluminum rolled products are manufactured with a variety of alloy mixtures; a range of tempers (hardness), gauges (thickness) and widths; and various coatings and finishes. Large customers typically have customized needs resulting in the development of close relationships, including technical development relationships, with their supplying mills.
Aluminum, because of its light weight, recyclability and formability, has a wide variety of uses in end-use markets. The recyclability of aluminum enables it to be used, collected, melted and returned to the original product form an unlimited number of times, unlike paper and polyethylene terephthalate (PET) plastic, which deteriorate with every iteration of recycling.

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Packaging. Aluminum is used in beverage cans and bottles, food cans, beverage screw caps and foil, among others. Packaging is the largest aluminum rolled products application, according to market data from Commodity Research Unit International Limited (CRU), an independent business analysis and consultancy group. Beverage cans are one of the largest aluminum rolled products applications. In addition to their recyclability, aluminum beverage cans offer advantages in fabricating efficiency and product shelf life. Fabricators are able to produce and fill beverage cans at very high speeds, and non-porous aluminum cans provide longer shelf life than PET plastic containers. Additionally, the use of aluminum to package beverages such as craft beer is increasing, as aluminum blocks sunlight and therefore maintains the quality and taste of the product longer. Aluminum cans are light, stackable and use space efficiently, making them convenient and cost-efficient to ship.
Beverage can sheet is sold in coil form for the production of can bodies, ends and tabs. The material can be ordered as rolled, degreased, pre-lubricated, pre-treated and/or lacquered. Typically, can makers define their own specifications for material to be delivered in terms of alloy, gauge, width and surface finish.
Foil wrap or packaging foil is another packaging application and it includes household and institutional aluminum foil. Container foil is used to produce semi-rigid containers such as pie plates and take-out food trays.
Transportation. Aluminum rolled products are used in vehicle structures (also known as "body-in-white") as well as automotive body panel applications, including hoods, deck lids, fenders and lift gates. These uses typically result from cooperative efforts between aluminum rolled products manufacturers and their customers that yield solutions for specific requirements in alloy selection, fabrication procedure, surface quality and joining. There has been recent growth in certain geographic markets in passenger and commercial vehicle applications due to the lighter weight, better fuel economy and improved emissions performance associated with these applications. We expect increased growth in this end-use market driven by government regulations requiring improved emissions and better fuel economy; while also maintaining or improving vehicle performance and safety.
Heat exchangers, such as radiators and air conditioners, are an important application for aluminum rolled products in the transportation end-use market. Original equipment manufacturers also use aluminum sheet, with specially treated surfaces and other specific properties, for interior and exterior applications. Newly developed alloys are being used in transportation tanks and rigid containers allowing for safer and more economical transportation of hazardous and corrosive materials.
Aluminum is also used in aerospace applications, as well as in the construction of ships’ hulls, superstructures and passenger rail cars because of its strength, light weight, formability and corrosion resistance.
Architectural. Construction is the largest application within this end-use market. Aluminum rolled products developed for the construction industry are often decorative and non-flammable, offer insulating properties, are durable and corrosion resistant, and have a high strength-to-weight ratio. Aluminum siding, gutters, and downspouts comprise a significant amount of construction volume. Other applications include doors, windows, awnings, canopies, facades, roofs and ceilings.
Industrial. Industrial applications include heat exchangers, process and electrical machinery, lighting fixtures, furniture and insulation.
Consumer Durables and Other. Aluminum’s lightweight characteristics, high formability, ability to conduct electricity and dissipate heat and its corrosion resistance makes it useful in a wide variety of electronic applications. Uses of aluminum rolled products in electronics include flat screen televisions, personal computers, laptops, mobile devices, and digital music players. Other uses of aluminum rolled products in consumer durables include microwaves, coffee makers, air conditioners and cooking utensils.

5


Market Structure and Competition
The aluminum rolled products market is highly competitive and is characterized by economies of scale; and significant capital investments are required to achieve and maintain technological capabilities and demanding customer qualification standards. Our primary competitors are as follows:
North America
Asia
Alcoa, Inc. (Alcoa)
Arconic
Aleris International, Inc. (Aleris)
Binzhou Weiqiao Aluminium Science & Technology Co., Ltd.
Arconic Inc. (Arconic)
China Zhongwang Holdings Limited
Constellium N.V. (Constellium)
Chinalco Group
Golden Aluminum
Henan Mingtai Aluminum Industrial Co., Ltd.
Gränges AB
Henan Zhongfu Industrial Co., Ltd.
Maaden - Saudi Arabian Mining Company
Kobe Steel Ltd.
Shandong Nanshan Aluminum Co., Ltd.
Shandong Nanshan Aluminum Co., Ltd.
UACJ Corporation/ Tri-Arrows Aluminum Inc. (Tri-Arrows)
Southwest Aluminum (Group) Co., Ltd.
 
UACJ Corporation
Europe
 
Aleris
South America
Amag Austria Metall AG
Arconic
Arconic
Companhia Brasileira de Alumínio
Constellium
Hulamin Limited
Elval Hellenic Aluminium Industry S.A.
Norsk Hydro A.S.A.
Henan Zhongfu Industrial Co., Ltd.
Shandong Nanshan Aluminum Co., Ltd.
Nanshan
 
Norsk Hydro A.S.A.
 
Shandong Nanshan Aluminum Co., Ltd.
 
The factors influencing competition vary by region and end-use market, but generally we compete on the basis of our value proposition; which includes price, product quality, the ability to meet customers’ specifications, range of products offered, lead times, technical support and customer service. In some end-use markets, competition is also affected by fabricators’ requirements that suppliers complete a qualification process to supply their plants. This process can be rigorous and may take many months to complete. As a result, obtaining business from these customers can be a lengthy and expensive process. However, the ability to obtain and maintain these qualifications can represent a competitive advantage.
In addition to competition from others within the aluminum rolled products industry, we also face competition from non-aluminum material producers. In the packaging end-use market (primarily beverage and food cans), aluminum rolled products compete mainly with glass, PET plastic, and in some regions, steel. In the transportation end-use market, aluminum rolled products compete mainly with steel and composites. Aluminum competes with wood, plastic, cement and steel in building products applications. In the consumer durables end-use market, aluminum rolled products compete mainly with plastic, steel, and magnesium. Additionally, aluminum competes with steel, copper, plastic, and glass in industrial applications. Factors affecting competition with substitute materials include price, ease to manufacture, consumer preference and performance characteristics.

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Key Factors Affecting Supply and Demand
The following factors have historically affected the supply of aluminum rolled products:
Production Capacity and Alternative Technology. The addition of rolling capacity requires large capital investments and significant plant construction or expansion, and typically requires long lead-time equipment orders. Advances in technological capabilities allow aluminum rolled products producers to better align product portfolios and supply with industry demand. There are lower cost ways to enter the industry such as continuous casting, which offers the ability to increase capacity in smaller increments than is possible with hot mill additions; however, the continuous casting process results in a more limited range of products.
Trade. Some trade flows occur between regions despite shipping costs, import duties and the lack of localized customer support. Higher value-added products are more likely to be traded internationally, especially if demand in certain markets exceeds local supply. With respect to less technically demanding applications, emerging markets with low cost inputs may export commodity aluminum rolled products to larger, more mature markets, as we have seen with China.

The following factors have historically affected the demand for aluminum rolled products:
Economic Growth. We believe that economic growth is a significant driver of aluminum rolled products demand. In mature markets, growth in demand has typically correlated closely with industrial production growth. In many emerging markets, growth in demand typically exceeds industrial production growth largely because of expanding infrastructures, capital investments and rising incomes that often accompany economic growth in these markets.
Substitution Trends. Manufacturers’ willingness to substitute other materials for aluminum in their products and competition from substitution materials suppliers also affect demand. There has been a strong substitution trend toward aluminum in the use of vehicles as automobile manufacturers look for ways to meet fuel efficiency regulations, improve performance and reduce carbon emissions in a cost-efficient manner. As a result of aluminum’s durability, strength and light weight, automobile manufacturers are substituting heavier alternatives such as steel and iron with aluminum. Carbon fiber and plastics are other lightweight material options, but their relatively high cost and limited end-of-life recyclability reduce their competitiveness as widespread material substitutes today. Consequently, demand for flat rolled aluminum products has increased. We also see strong substitution trends toward aluminum and away from steel in the beverage can market in certain regions.
Seasonality. During our third fiscal quarter, we typically experience seasonal slowdowns resulting in lower shipment volumes, although this has been less significant as our product portfolio shifts and diversifies. This is a result of declines in overall production output due primarily to holidays and cooler weather in North America and Europe, our two largest operating regions.  We also experience downtime at our mills and customers’ mills due to scheduled plant maintenance and are impacted to a lesser extent by the seasonal downturn in construction activity.
Sustainability. Growing awareness of environmentalism and demand for recyclable products has increased the demand for aluminum rolled products. Unlike other commonly recycled materials such as paper or PET plastic, aluminum can be infinitely recycled without affecting the quality of the product. Additionally, the recycling process uses approximately 95% less energy than is required to produce primary aluminum from mining and smelting, with an equivalent reduction in greenhouse gas emissions.

Our Business Strategy

Our objective as the world’s largest aluminum rolling and recycling company is to lead the aluminum industry as the partner of choice for innovative solutions. We will maximize shareholder value through free cash flow generation and increasing return on capital employed. To achieve these objectives, we will focus on the following areas:

Defend the Core

Novelis is the leading global flat rolled aluminum supplier in the beverage can and automotive markets. We intend to protect our leadership position by continuing to deliver best-in-class customer service with improved quality, service and innovative solutions that differentiate Novelis products. We are committed to producing the best quality products and providing reliable on-time delivery in order to be a true partner in innovation and sustainable supply solutions. We are focused on building and maintaining strong, positive relationships with all of our customers.

In addition, we will maintain a competitive cost structure by managing metal input costs and employing initiatives to improve operational efficiencies across our global network. This includes a commitment to employee safety, product quality and system reliability. As a manufacturing organization, our primary concern is the health and safety of our employees. We are

7


committed to building a culture of safety across all levels of the organization. We are focused on optimizing our manufacturing and recycling operations to increase asset utilization and productivity. We continue to pursue a standardization of our manufacturing processes where possible, while still allowing the flexibility to respond to local market demands.

Utilizing recycled material allows us to diversify our metal supply, helps control metal costs and provides environmental benefits. We define recycled content as the total amount of scrap metal used in production less melt loss. The percentage of recycled content within our aluminum rolled product shipments increased from 33% to 57% from fiscal 2011 to fiscal 2018. We work closely with our customers on innovation to drive more sustainable products for society. We are the only company of its size offering high-recycled content aluminum sheet for beverage and specialty product customers. We are also working closely with our automotive customers to redesign automotive alloys to be made with more recycled inputs, as well as purchasing the aluminum scrap resulting from our automotive customers’ closed-loop recycling systems.

Strengthen our Product Portfolio
    
We maintain a focus on capturing global growth in beverage can, automotive and specialty products markets. Our management approach helps us to systematically identify opportunities that improve the profitability of our operations through product portfolio analysis. This ensures that we grow in attractive market segments, while also taking actions to exit unattractive ones. We will continue to focus on these core product markets to drive enhanced profitability, but will also continue to broaden our customer base and explore new verticals and product markets that fit within our overall strategic vision, which is to lead the aluminum industry as the partner of choice for innovative solutions.


Invest in Growth Opportunities
    
Over the past several years, we invested in world-class assets and technical capabilities to position ourselves to meet increasing global demand for aluminum from the automotive market. We now have automotive finishing lines in North America, Europe, and Asia operating near full production levels. In February 2018, we announced to add approximately 200 kt of additional automotive finishing capacity in North America with a greenfield expansion in Guthrie, Kentucky. Construction is underway at this new facility, which is expected to be commissioned in 2020. We will continue to explore other potential opportunities that will drive profitable volume growth in the automotive and other core end markets, while maintaining a balanced and disciplined financial approach in our decision making process.
Raw Materials and Suppliers
The input materials we use in manufacturing include primary aluminum, recycled aluminum, sheet ingot, alloying elements and grain refiners. These raw materials are generally available from several sources and are not generally subject to supply constraints in normal market conditions. We also consume considerable amounts of energy in the operation of our facilities.
Aluminum
We obtain aluminum from a number of sources, including the following:
Primary Aluminum Sourcing. We purchased or tolled approximately 1,470 kt of primary aluminum in fiscal 2018 in the form of sheet ingot, standard ingot and molten metal.
Aluminum Products Recycling. We operate facilities in several plants to recycle post-consumer aluminum, such as UBCs collected through recycling programs. In addition, we have agreements with several of our large customers where we have a closed-looped system whereby we take production scrap material from their fabricating activity and re-melt, cast and roll it to re-supply these customers with aluminum sheet. Other sources of recycled material include lithographic plates, and products with longer lifespans, like vehicles and buildings, which are starting to become high volume sources of recycled material. We purchased or tolled approximately 1,822 kt of recycled material inputs (less melt loss) in fiscal 2018.
The overall benefit we receive from utilizing recycled metal is influenced by: 1) the overall price levels of the LME and local market premiums, 2) the spread between the price for recycled aluminum and the LME primary aluminum price and 3) our consumption levels of the recycled material inputs.
Our recycled content performance and methodology are detailed in our annual sustainability report, which can be found at www.novelis.com/sustainability. Information in our sustainability report does not constitute part of this Annual Report on Form 10-K.

8


Energy
We use several sources of energy in the manufacturing and delivery of our aluminum rolled products. In fiscal 2018, natural gas and electricity represented approximately 98% of our energy consumption by cost. We also use fuel oil and transport fuel. The majority of energy usage occurs at our casting centers and during the hot rolling process. Our cold rolling facilities require relatively less energy. We purchase our natural gas on the open market, which subjects us to market pricing fluctuations. We have in the past and may continue to seek to stabilize our future exposure to natural gas prices through the use of derivative instruments. A portion of our electricity requirements are purchased pursuant to long-term contracts in the local regions in which we operate. A number of our facilities are located in regions with regulated prices, which affords relatively stable costs. We have fixed pricing on some of our energy supply arrangements.
Our Operating Segments
Due in part to the regional nature of supply and demand of aluminum rolled products and in order to best serve our customers, we manage our activities on the basis of geographical areas and are organized under four operating segments: North America, Europe, Asia and South America. Each segment manufactures aluminum sheet and light gauge products, and recycles aluminum.
The table below shows “Net sales” and total shipments by segment. For additional financial information related to our operating segments, see Note 20 — Segment, Geographical Area, Major Customer and Major Supplier Information to our accompanying audited consolidated financial statements.
Net sales in millions
 
Year Ended March 31,
Shipments in kilotonnes
 
2018
 
2017
 
2016
Consolidated
 
 
 
 
 
 
Net sales
 
$
11,462

 
$
9,591

 
$
9,872

Total shipments
 
3,333

 
3,176

 
3,325

North America (A)
 
 
 
 
 
 
Net sales
 
$
3,951

 
$
3,228

 
$
3,266

Total shipments
 
1,090

 
1,014

 
1,049

Europe (A)
 
 
 
 
 
 
Net sales
 
$
3,447

 
$
2,968

 
$
3,223

Total shipments
 
938

 
951

 
1,076

Asia (A)
 
 
 
 
 
 
Net sales
 
$
2,110

 
$
1,791

 
$
1,992

Total shipments
 
719

 
699

 
770

South America (A)
 
 
 
 
 
 
Net sales
 
$
1,931

 
$
1,510

 
$
1,575

Total shipments
 
653

 
562

 
569

 _________________________
(A)
"Net sales" and "Total shipments" by segment include intersegment sales and the results of our affiliates on a proportionately consolidated basis, which is consistent with the way we manage our business segments.

The following is a description of our operating segments during all or part of March 31, 2018:
North America
Novelis North America operates eight aluminum rolled products facilities. This includes two fully dedicated recycling facilities and one facility with recycling operations. These sites manufacture a broad range of aluminum sheet and light gauge products. End-use markets for this segment include beverage and food cans, containers and packaging, automotive and other transportation applications, architectural and other industrial applications. The majority of North America’s volumes are currently directed toward the beverage can sheet market.
In response to the lightweighting trend in the automotive industry, we have expanded our Oswego, New York facility by constructing three automotive finishing lines and supporting automotive scrap recycling capabilities.
Recycling is important in the manufacturing process and we have three facilities in North America that re-melt post-consumer aluminum and recycled process material. Most of the recycled material is from UBCs and automotive scrap, and the material is cast into sheet ingot at our plants in Greensboro, Georgia; Berea, Kentucky; and Oswego, New York.
    

9


Europe
Novelis Europe operates ten aluminum rolled product facilities. This includes two fully dedicated recycling facilities and two facilities with recycling operations. These sites manufacture a broad range of sheet and foil products. We also have distribution centers in Italy and sales offices in several European countries. End-use markets for this segment include beverage and food can, automotive, architectural and industrial products, foil products and technical products. Beverage and food can represent the largest end-use market in terms of shipment volume for Europe.
We have built a fully integrated recycling facility at our Nachterstedt, Germany plant, which was commissioned in fiscal 2015 and is the largest aluminum recycling facility in the world. Additionally, a second automotive finishing line at our Nachterstedt, Germany facility was commissioned in fiscal 2016, to further expand our production of aluminum automotive sheet products in Europe.
Asia
Novelis Asia operates four aluminum rolled product facilities. This includes three facilities with recycling operations at the Ulsan and Yeongju, South Korea plants and the Bin Doung, Vietnam plant. These sites manufacture a broad range of aluminum sheet and light gauge products. The Changzhou, China facility focuses primarily on heat treatment. End-use markets include beverage and food cans, electronics, architectural, automotive, foil, industrial and other products. The beverage can market represents the largest end-use market in terms of volume.
South America
Novelis South America operates two aluminum rolled product facilities. This includes one facility with recycling operations. These facilities manufacture a broad range of can sheet, industrial sheet and light gauge products. The main markets are beverage and food can, specialty, industrial, foil and other packaging and transportation end-use applications. Beverage can represents the largest end-use application in terms of shipment volume.
Financial Information About Geographic Areas
Certain financial information about geographic areas is contained in Note 20 — Segment, Geographical Area, Major Customer and Major Supplier Information to our accompanying audited consolidated financial statements.


10


Our Customers
We focus significant efforts on developing and maintaining close working relationships with our customers and end-users. Our major customers include:
Beverage and Food Cans
  
Automotive
Anheuser-Busch InBev
  
BMW Group
Ardagh Group
  
Daimler Group
Ball Corporation
  
Fiat Chrysler Automobiles N.V.
Can-Pack S.A.
  
Ford Motor Company
Crown Holdings Inc., formerly Crown Cork & Seal Company
  
General Motors LLC
Pepsico
 
Hyundai Motors Corporation
Various bottlers of the Coca-Cola System
  
Jaguar Land Rover Limited
 
 
NIO
Construction, Industrial and Other
  
Volkswagen Group
Agfa Graphics
 
 
Aluflexpack
 
Electronics
Amcor
  
LG International Corporation
Facchini S.A.
  
Samsung Electronics Co., Ltd.
Feron
  
 
Klöckner Metals
 
 
Lotte Aluminum Co. Ltd.
  
 
Prefa
 
 
Reynolds Consumer Products LLC

 
 
Ryerson Inc.

 
 
ThyssenKrupp
 
 
Our single largest end-use product is beverage can sheet. We sell can sheet directly to beverage makers and bottlers as well as to can fabricators that sell the cans they produce to bottlers. In certain cases, we operate under umbrella agreements with beverage makers and bottlers under which they direct their can fabricators to source their requirements for beverage can body, end and tab stock from us.
Additional information related to our top customers is contained in Note 20 — Segment, Geographical Area, Major Customer and Major Supplier Information to our accompanying audited consolidated financial statements.

Distribution and Backlog
We have two principal distribution channels for the end-use markets in which we operate: direct sales to our customers and sales to distributors.
 
 
Year Ended March 31,
 
 
2018
 
2017
 
2016
Direct sales as a percentage of total “Net sales”
 
97
%
 
94
%
 
95
%
Distributor sales as a percentage of total “Net sales”
 
3
%
 
6
%
 
5
%
Direct Sales
We supply various end-use markets all over the world through a direct sales force operating from individual facilities or sales offices, as well as from regional sales offices. The direct sales channel typically serves very large, sophisticated fabricators and original equipment manufacturers. Longstanding relationships are maintained with leading companies in industries using aluminum rolled products. Supply contracts for large global customers generally range from one to five years in length and historically there has been a high degree of renewal business with these customers. Given the customized nature of products and in some cases, large order sizes, switching costs are significant, thus adding to the overall consistency of the customer base.
We also use third party agents or traders in some regions to complement our own sales force. These agents provide service to our customers in countries where we do not have local expertise.

11


Distributors
We also sell our products through third party aluminum distributors. Customers of distributors are widely dispersed, and sales through this channel are highly fragmented. Distributors sell mostly commodity or less specialized products into many end-use markets in small quantities, including the architectural and industrial markets. We collaborate with our distributors to develop new end-use products and improve the supply chain and order efficiencies.
Backlog
We believe order backlog is not a material aspect of our business.
Research and Development
The table below summarizes our “Research and development expenses”, which include mini-scale production lines equipped with hot mills, can lines and continuous casters (in millions).
 
 
 
Year Ended March 31,
 
 
2018
 
2017
 
2016
Research and development expenses
 
$
64

 
$
58

 
$
54

We conduct research and development activities in order to meet current and future customer requirements, improve our products and reduce our conversion costs. We have a global research and technology center in Kennesaw, Georgia, which offers state of the art research and development capabilities to help Novelis meet the global long-term demand for aluminum used for the automotive, beverage can and specialty markets.

Our Employees
The table below summarizes our approximate number of employees by region, including our proportionate share of those employed by less than wholly owned affiliates.
 
Employees
 
North
America (A)
 
Europe
 
Asia
 
South
America
 
Total
March 31, 2018
 
3,400

 
4,770

 
1,400

 
1,570

 
11,140

March 31, 2017
 
3,310

 
4,880

 
1,670

 
1,590

 
11,450

_________________________
(A)
Includes employees within our Corporate headquarters located in Atlanta, Georgia.
We consider our employee relations to be satisfactory. A substantial portion of our employees are represented by labor unions and their employment conditions are governed by collective bargaining agreements. Collective bargaining agreements are negotiated on a site, regional or national level, and are of varying durations.
Intellectual Property
We actively review intellectual property arising from our operations and our research and development activities and, when appropriate, we apply for patents in appropriate jurisdictions. We currently hold patents and patent applications on approximately 237 different items of intellectual property. While these patents and patent applications are important to our business on an aggregate basis, no single patent or patent application is deemed to be material to our business.
We have applied for, or received registrations for, the “Novelis” word trademark and the Novelis logo trademark in approximately 50 countries where we have significant sales or operations. Novelis uses the Aditya Birla logo under license from Aditya Birla Management Corporation Private Limited.
We have also registered the word “Novelis” and several derivations thereof as domain names in numerous top level domains around the world to protect our presence on the world wide web.
Environment, Health and Safety
We own and operate numerous manufacturing and other facilities in various countries around the world. Our operations are subject to environmental laws and regulations from various jurisdictions, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of contaminated sites, post-mining reclamation and restoration of natural resources, and employee health and safety. Future

12


environmental regulations may impose stricter compliance requirements on the industries in which we operate. Additional equipment or process changes at some of our facilities may be needed to meet future requirements. The cost of meeting these requirements may be significant. Failure to comply with such laws and regulations could subject us to administrative, civil or criminal penalties, obligations to pay damages or other costs, and injunctions and other orders, including orders to cease operations.
We are involved in proceedings under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, also known as CERCLA or Superfund, or analogous state provisions regarding our liability arising from the usage, storage, treatment or disposal of hazardous substances and wastes at a number of sites in the United States, as well as similar proceedings under the laws and regulations of the other jurisdictions in which we have operations, including Brazil and certain countries in the European Union. Many of these jurisdictions have laws that impose joint and several liability, without regard to fault or the legality of the original conduct, for the costs of environmental remediation, natural resource damages, third party claims, and other expenses. In addition, we are, from time to time, subject to environmental reviews and investigations by relevant governmental authorities.
We have established procedures for regularly evaluating environmental loss contingencies, including those arising from environmental reviews and investigations and any other environmental remediation or compliance matters. We believe we have a reasonable basis for evaluating these environmental loss contingencies, and we also believe we have made reasonable estimates for the costs that are reasonably possible for these environmental loss contingencies. Accordingly, we have established liabilities based on our estimates for the currently anticipated costs that are deemed probable associated with these environmental matters. Management has determined that the currently anticipated costs associated with these environmental matters will not, individually or in the aggregate, materially impair our operations or materially adversely affect our financial condition.

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

13


Item 1A. Risk Factors
In addition to the factors discussed elsewhere in this report, you should consider the following factors, which could materially affect our business, financial condition or results of operations in the future. The following factors, among others, could cause our actual results to differ from those projected in any forward looking statements we make.

Competitive and Strategic Risks

Certain of our customers are significant to our revenues, and we could be adversely affected by changes in the business or financial condition of these significant customers or by the loss of their business.

Our ten largest customers accounted for approximately 65%, 63%, and 60% of our total “Net sales” for the year ended March 31, 2018, 2017 and 2016, respectively. A significant downturn in the business or financial condition of our significant customers could materially adversely affect our results of operations and cash flows. In addition, some of our customer contracts are subject to renewal, renegotiation or re-pricing at periodic intervals or upon changes in competitive supply conditions. Our failure to successfully renew, renegotiate or re-price such agreements could result in a reduction or loss in customer purchase volume or revenue. Additionally, in the event of further consolidation among our customers, our customers may be able to use increased leverage in negotiating prices and other contract terms. Consolidation in our customer base may also lead to reduced demand for our products or cancellations of sales orders, which could adversely affect our results of operations and cash flows.

We also factor and forfait trade receivables from time to time to manage working capital. Any deterioration of the financial condition or downgrade of the credit rating of certain of our customers may make it more difficult or costly for us to engage in these activities, which could negatively impact our cash flows and liquidity.

We face significant price and other forms of competition from other aluminum rolled products producers and producers of other materials

The markets in which we operate are highly competitive. We compete primarily on the basis of our value proposition, including price, product quality, ability to meet customers' specifications, range of products offered, lead times, technical support and customer service. Some of our competitors may benefit from more efficient technologies, lower raw material and energy costs and may be able to sustain longer periods of price competition. Any increase in competition resulting from new market entrants or increases in production capacity by our competitors could cause us to lose market share or lose a large customer, or force us to reduce prices to remain competitive.

Further, aluminum competes with other materials, such as steel, plastics, composite materials and glass for various applications, including packaging, automotive, architectural, industrial, and consumer durables end-use markets. Our customers may choose materials other than aluminum to achieve desired attributes for their products. For example, customers in the automotive industry seeking to reduce vehicle weight may increase their use of high-strength steel and other materials rather than aluminum for certain applications.

We may not realize the anticipated benefits of acquisitions, divestitures, joint ventures or other strategic investments.

As part of our strategy for growth, we have in the past and may in the future pursue acquisitions, divestitures, joint ventures or other strategic investments, which may not be completed or, if completed, may not produce the benefits we anticipate. There are numerous risks commonly encountered in strategic transactions, including the risk that management’s time and energy may be diverted, disrupting our existing businesses; risks associated with managing joint ownership structures with shared decision making authority; difficulty retaining key employees of an acquired business; difficulties due to limited prior experience in any new markets we may enter; risks that we may not be able to complete a transaction that has been announced, effectively integrate businesses acquired or generate benefits we anticipated.

The United States Environmental Protection Agency announced, in April 2018, completion of its midterm evaluation process for greenhouse gas emission standards and its determination that the standards should be rolled back. A reduction in fuel efficiency standards could impact our customers’ choice of aluminum to achieve vehicle light weighting objectives to meet fuel economy standards. In addition, although certain automotive companies have increased their use of aluminum in recent years, there is no assurance that our automotive customers will not turn to steel or other materials in the future, due to the price of aluminum or other factors.


14



Operational Risks

If we are unable to obtain sufficient quantities of primary aluminum, recycled aluminum, sheet ingot and other raw materials used in the production of our products, our ability to produce and deliver products or to manufacture products using the desired mix of metal inputs could be adversely affected.

The supply risks relating to our metal inputs vary by input type. For example, we produce sheet ingot internally and source the remainder of our requirements from multiple third parties in various jurisdictions, usually under contracts having a duration of at least one year. If our suppliers are unable to deliver sufficient quantities of aluminum on a timely basis, our production could be disrupted and our net sales, profitability and cash flows could be adversely affected. Although aluminum is traded on the world markets, developing alternative suppliers of sheet ingot could be time consuming and expensive.

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

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

increases in costs of natural gas;
increases in costs of supplied electricity;
increases in fuel oil related to transportation;
interruptions in energy supply due to equipment failure or other causes; and
the inability to extend energy supply contracts upon expiration on economical terms.

If energy costs were to rise, or if energy supplies or supply arrangements were disrupted, our profitability and cash flows could decline.

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

A substantial portion of our employees are represented by labor unions under collective bargaining agreements with varying durations and expiration dates. We may not be able to satisfactorily renegotiate our collective bargaining agreements when they expire. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage at our facilities in the future.

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

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

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

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


15


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

Due to the global reach of our business, we are subject to financial, political, economic and other business risks in connection with doing business abroad. Operating in different regions and countries exposes us to a number of risks, including political and economic instability that may disrupt economic activity; changes in international trade regulation, including duties and tariffs; and differences in labor conditions.

Our financial condition and results of operations depend significantly on worldwide economic conditions. During the past fiscal year, economic conditions strengthened in all of the geographic regions in which we operate. However, future adverse developments in the US and global economy, including higher interest rates and higher levels of unemployment, could adversely affect demand in the end-use markets we serve. In addition, uncertainty about current or future global economic conditions poses a risk because our customers may postpone purchases in response to negative financial news and tighter credit.

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

Some of our activities are, and will in the future be, conducted through entities that we do not entirely control or wholly-own. These entities include our Alunorf, Germany, Ulsan, Korea and Logan, Kentucky joint ventures and our Sierre, Switzerland facility. Under the governing documents of some these businesses, we share decision making authority and operational control which may result in conflicts over management over these businesses. In addition, because we do not exercise control over the business practices of our joint venture partners, we could be subject to reputational damage or other consequences of improper conduct by our joint venture partners or their inability to fulfill their obligations under the joint venture.

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

We rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business and manufacturing processes and activities. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information, as well as personally identifiable information of our employees, in data centers and on information technology networks. These activities are subject to various laws and regulations in the United States and abroad regarding privacy and data security. These laws and regulations are evolving. For example, in April 2016, the European Union approved a new data protection regulation known as the General Data Protection Regulation, which is due to become effective in May 2018.

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

Financial Risks

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

Our purchase and sales contracts for primary aluminum are based on the LME price plus a regional market premium, which is a surcharge in addition to the LME price. There are typically timing differences between the pricing periods for purchases and sales where purchase prices we pay tend to be fixed and paid earlier than sales prices we charge our customers. This creates a price exposure we call “metal price lag.” We use derivative instruments to manage the timing differences related to LME associated with metal price lag. The majority of our premium exposure hedging occurs in North America, however, exposure here is not fully hedged. In our Europe and Asia 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. The

16


timing difference associated with metal price lag could positively or negatively impact our operating results and short term liquidity position.

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

A deterioration of our financial condition or a downgrade of our credit ratings for any reason could increase our borrowing costs, limit our access to the capital or credit markets or liquidity facilities, adversely affect our ability to obtain new financing on favorable terms or at all, result in more restrictive covenants for future indebtedness incurrences and have an adverse effect on our business relationships with customers, suppliers and hedging counterparties. We enter into various forms of hedging activities against currency, interest rate, energy and metal price fluctuations. Financial strength and credit ratings are important to the availability and terms of these hedging activities. As a result, any deterioration of our financial condition or downgrade of our credit ratings may make it more difficult or costly for us to engage in these activities in the future.

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

We are exposed to the effects of changes in the exchange rates of the U.S. dollar, the Euro, the British pound, the Brazilian real, the Korean won, the Swiss franc and other currencies. We have implemented a hedging policy that attempts to manage currency exchange rate risks to an acceptable level based on management's judgment of the appropriate trade-off between risk, opportunity and cost; however, this hedging policy may not successfully or completely eliminate the effects of currency exchange rate fluctuations which could have a material adverse effect on our financial results and cash flows.

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

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

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

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

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

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

17


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

Additional tax expense, tax liabilities or tax compliance costs could adversely impact our profitability.

We are subject to income taxation in many jurisdictions. Judgment is required in determining our worldwide income tax provision and accordingly there are many transactions and computations for which our final income tax determination is uncertain. We are routinely audited by income tax authorities in many tax jurisdictions. Although we believe the recorded tax estimates are reasonable, the ultimate outcome from any audit (or related litigation) could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material effect on earnings between the period of initial recognition of tax estimates in the financial statements and the point of ultimate tax audit settlement. Additionally, it is possible that future income tax legislation in any jurisdiction to which we are subject may be enacted that could have a material impact on our worldwide income tax provision beginning with the period that such legislation becomes effective. For example, the U.S. Tax Cuts and Jobs Act of 2017, which was enacted in the United States on December 22, 2017, reduces the U.S. corporate statutory tax rate, eliminates or limits tax deductions for several expenses that previously were deductible, imposes a mandatory deemed repatriation tax on undistributed historic earnings of foreign subsidiaries, requires a minimum tax on earnings generated by foreign subsidiaries and permits a tax-free repatriation of foreign earnings through a dividends received deduction.  We performed a preliminary assessment of the impact of the new regulation on Novelis, and as discussed further in the Management Discussion and Analysis and the Company’s financial statement, we will continue to evaluate the overall impact of the Act on our effective tax rate and balance sheet in light of future regulations and interpretive guidance from tax authorities and our own additional analysis.

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

Our senior secured credit facilities and the indentures governing our Senior Notes impose certain operating and financial restrictions on us. These restrictions limit our ability and the ability of our restricted subsidiaries, among other things, to:
incur additional debt and provide additional guarantees;
pay dividends and make other restricted payments, including certain investments;
create or permit certain liens;
make certain asset sales;
use the proceeds from the sales of assets and subsidiary stock;
create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
engage in certain transactions with affiliates;
enter into sale and leaseback transactions; and
consolidate, merge or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

See Note 10 — Debt for additional discussion.


Other Legal and Regulatory Risks

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

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

Global uncertainty about the direction of U.S. trade policy and the rising threat of changes in tariffs and trade barriers

18


in countries where we do business could cause our customers to delay or reduce spending on our products. In March 2018, the U.S. government formalized new tariffs on imported aluminum and steel following an investigation conducted by the U.S. Department of Commerce under Section 232 of the Trade Expansion Act of 1962. Higher costs of aluminum to US industries resulting from the tariffs may increase costs to our customers and could result in reduced demand in the end-use markets we serve, including automotive and beverage cans. Also, other countries may retaliate against the US by imposing tariffs on American exports which could reduce demand for our customers’ products outside the U.S. The current U.S. administration has also indicated its intention to withdraw from or substantially modify various international trade agreements, including the North American Free Trade Agreement. Depending on the nature of these changes, our business could be adversely impacted.

On April 6, 2018, United Company Rusal Plc (Rusal) and multiple other Russian entities and individuals were added to the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. According to U.S. government estimates, Rusal is responsible for seven percent of global aluminum production. Immediately prior to imposition of the sanctions, Novelis purchased Rusal-produced metal for some of its regional operations primarily through intermediaries and intermittently from Rusal directly on a spot-sale basis. In response to the sanctions, Novelis is seeking alternate sources of supply to eliminate its reliance on aluminum produced by Rusal following the imposition of sanctions. The impact of sanctions against Rusal has broad implications for the global aluminum market, including tighter supplies and increased prices. As a result of these market changes, Novelis may experience production disruptions for some of its customers. Although we expect these impacts to be limited, we cannot predict with certainty the severity or duration of supply disruptions resulting from the Russia sanctions.

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

We are subject to a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we operate. These laws and regulations impose stringent environmental, health and safety protection standards and permitting requirements regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, the remediation of environmental contamination, post-mining reclamation and working conditions for our employees. The costs of complying with these laws and regulations, including participation in assessments and remediation of contaminated sites and installation of pollution control facilities, have been, and in the future could be, significant. In addition, these laws and regulations may also result in substantial environmental liabilities associated with divested assets, third party locations and past activities.

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

We may be exposed to significant legal proceedings or investigations.

From time to time, we are involved in, or the subject of, disputes, proceedings and investigations with respect to a variety of matters, including environmental, health and safety, product liability, employee, tax, personal injury, contractual and other matters as well as other disputes and proceedings that arise in the ordinary course of business. Any claims against us or any investigations involving us, whether meritorious or not, could be costly to defend or comply with and could divert management's attention as well as operational resources. Any such dispute, litigation or investigation, whether currently pending or threatened in the future, may have a material adverse effect on our financial results and cash flows. We generally maintain insurance against many product liability risks, but there can be no assurance that this coverage will be adequate for any liabilities ultimately incurred. In addition, there is no assurance that insurance will continue to be available on terms acceptable to us.





19





Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our global headquarters are located in Atlanta, Georgia.  Our global research and technology center is located in Kennesaw, Georgia, which contains state-of-the-art research and development capabilities to help us better partner and innovate with our customers. Our global casting engineering and technology center is located in Spokane, Washington. Our regional headquarters are located in the following cities: North America - Atlanta, Georgia; Europe - Küsnacht, Switzerland; Asia - Seoul, South Korea; and South America - Sao Paulo, Brazil. We also have a research facility in Spokane, Washington specializing in molten metal processing.
The total number of operating facilities within our operating segments during all or part of the year ended March 31, 2018 is shown in the table below, including operating facilities we jointly own and operate with third parties.
 
 
Total
Operating
Facilities
 
Facilities
with Recycling
Operations
North America
 
8

 
3

Europe
 
10

 
4

Asia
 
4

 
3

South America
 
2

 
1

Total
 
24

 
11

    
The following tables provide information, by operating segment, about the plant locations, processes and major end-use markets/applications for the aluminum rolled products, recycling and primary metal facilities we operated during all or part of the year ended March 31, 2018.
North America 
Locations
  
Plant Processes
  
Major Products
Berea, Kentucky
  
Recycling, sheet ingot casting
  
Sheet ingot from recycled metal
Fairmont, West Virginia
  
Cold rolling, finishing
  
Container, HVAC and auto fin material
Greensboro, Georgia
  
Recycling, sheet ingot casting
  
Sheet ingot from recycled metal
Kingston, Ontario
  
Cold rolling, finishing
  
Automotive sheet, construction sheet, industrial sheet
Russellville, Kentucky (A)
  
Hot rolling, cold rolling, finishing, casting
  
Can stock, industrial sheet
Oswego, New York
  
Sheet ingot casting, hot rolling, cold rolling, recycling, brazing, finishing, heat treatment
  
Can stock, automotive sheet,
construction sheet, industrial sheet,
semi-finished coil
Terre Haute, Indiana
  
Cold rolling, finishing
  
Container and industrial material
Warren, Ohio
  
Coating
  
Can stock coating
_________________________ 
(A)
Our Logan facility, located in Russellville, KY, is a processing joint venture between us and Tri-Arrows Aluminum Inc. (Tri-Arrows). We own 40% of the outstanding common shares of Logan.






20


Europe
Locations
  
Plant Processes
  
Major Products
Bresso, Italy
  
Finishing, painting
  
Painted sheet, construction sheet
Göttingen, Germany
  
Cold rolling, finishing, painting
  
Can stock, food can, painted sheet
Latchford, United Kingdom
  
Recycling
  
Sheet ingot from recycled metal
Ludenscheid, Germany
  
Foil rolling, finishing, converting
  
Foil, packaging
Nachterstedt, Germany
  
Cold rolling, finishing, painting, recycling, heat treatment
  
Automotive sheet, can stock, industrial sheet, painted sheet, construction sheet, sheet ingot
Neuss, Germany (A)
  
Hot rolling, cold rolling, recycling
  
Can stock, foilstock, feeder
stock for finishing operations
Ohle, Germany
  
Cold rolling, finishing, converting
  
Foil, packaging
Pieve, Italy
  
Continuous casting, cold rolling, finishing, recycling
  
Coil for finishing operations, industrial sheet
Sierre, Switzerland (B)
  
Sheet ingot casting, hot rolling, cold rolling, finishing
  
Automotive sheet, industrial sheet
Crick, United Kingdom
 
Finishing
 
Automotive sheet
_________________________ 
(A)
Aluminium Norf GmbH (Alunorf), located in Neuss, Germany, is operated as a 50/50 joint venture between us and Hydro Aluminium Deutschland GmbH (Hydro). This joint venture is known as "Alunorf". Together, with Hydro, we operate Alunorf as a production cooperative, with each party supplying its own primary metal inputs for transformation at the facility. See Note 8 — Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further information about this affiliate.
(B)
In fiscal year ended March 31, 2018, Novelis agreed to acquire operating facilities and manufacturing assets at its Sierre, Switzerland plant that have historically been leased. A service company will be jointly owned and operated by the parties and Novelis will acquire from Constellium N.V. (Constellium) a 50% interest in the service company.
    
Asia
Locations
  
Plant Processes
  
Major Products
Binh Doung, Vietnam (A)
 
Recycling
 
Recycled material
Changzhou, China
 
Heat treatment
 
Automotive sheet
Ulsan, South Korea (B)
  
Sheet ingot casting, hot rolling, cold rolling, recycling, finishing
  
Can stock, construction sheet, industrial sheet, electronics, automotive sheet for finishing operations, foilstock, and recycled material
Yeongju, South Korea
  
Sheet ingot casting, hot rolling, cold rolling, recycling, finishing
  
Can stock, construction sheet, industrial sheet, electronics, foilstock and recycled material
_________________________ 
(A)
We ceased operations at our Binh Doung plant in fiscal 2018.
(B)
Operated as a joint venture between Novelis Korea Ltd. (Novelis Korea) and Kobe Steel Ltd. (Kobe) in which interests are shared 50.1% and 49.9%, respectively. Ulsan Aluminum, Ltd. (UAL) is the name of the joint venture that was created. See Note 8 — Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions for further information about this affiliate.
South America
Locations
  
Plant Processes
  
Major Products
Pindamonhangaba, Brazil
  
Sheet ingot casting, hot rolling, cold rolling, recycling, finishing, coating
  
Can stock, construction sheet, industrial sheet, foilstock, sheet ingot
Santo Andre, Brazil
  
Foil rolling, finishing
  
Foil
 
    

21


Item 3. 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 19 — Commitments and Contingencies to our accompanying audited consolidated financial statements, which are incorporated by reference into this item.
Item 4. Mine Safety Disclosures
Not applicable.


22


PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
There is no established public trading market for the Company’s common stock. All of the common shares of Novelis are owned directly by AV Metals Inc. and indirectly by Hindalco Industries Limited. None of the equity securities of the Company are authorized for issuance under any equity compensation plan.
Dividends or returns of capital are at the discretion of the board of directors and will depend on, among other things, our financial resources, cash flows generated by our business, our cash requirements, restrictions under and covenant compliance under the instruments governing our indebtedness, being in compliance with the appropriate indentures and covenants under the instruments that govern our indebtedness that would allow us to legally pay dividends or return capital and other relevant factors.
Item 6. Selected Financial Data
The selected consolidated financial data should be read in conjunction with our consolidated financial statements for the respective periods and the related notes included elsewhere in this Form 10-K.
All of our common shares were indirectly held by Hindalco; thus, earnings per share data are not reported. Amounts in the tables below are in millions.
 
 
 
March 31,
 
 
2018
 
2017
 
2016
 
2015
 
2014
Net sales
 
$
11,462

 
$
9,591

 
$
9,872

 
$
11,147

 
$
9,767

Net income (loss) attributable to our common shareholder
 
$
635

 
$
45

 
$
(38
)
 
$
148

 
$
104

Return of capital (A)
 
$

 
$

 
$

 
$

 
$
250

 
 
 
March 31,
 
 
2018
 
2017
 
2016
 
2015
 
2014
Total assets (B)
 
$
9,503

 
$
8,373

 
$
8,280

 
$
9,102

 
$
9,114

Long-term debt (including current portion)
 
$
4,457

 
$
4,558

 
$
4,468

 
$
4,457

 
$
4,451

Short-term borrowings
 
$
49

 
$
294

 
$
579

 
$
846

 
$
723

Cash and cash equivalents
 
$
920

 
$
594

 
$
556

 
$
628

 
$
509

Total equity (deficit)
 
$
823

 
$
(77
)
 
$
(59
)
 
$
(70
)
 
$
268

_________________________
(A)
 In March 2014, we declared a return of capital to our shareholder in the amount of $250 million, which we subsequently paid on April 30, 2014.
(B)
Refer to Note 1 — Business and Summary of Significant Accounting Policies for further information in regards to revisions made to the years ended March 31, 2017 and 2016 consolidated balance sheet, consolidated statement of cash flows and footnote disclosures.


23


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

OVERVIEW AND REFERENCES
Novelis is the world's leading aluminum rolled products producer based on shipment volume in fiscal 2018. We produce aluminum sheet and light gauge products for use in the packaging market, which includes beverage and food can and foil products, as well as for use in the automotive, transportation, electronics, architectural and industrial product markets. We are also the world's largest recycler of aluminum and have recycling operations in many of our plants to recycle both post-consumer aluminum and post-industrial aluminum. As of March 31, 2018, we had manufacturing operations in ten countries on four continents, which include 24 operating plants, and recycling operations in eleven of these plants.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Special Note Regarding Forward-Looking Statements and Market Data” and “Risk Factors.”


HIGHLIGHTS
We reported "Net income attributable to our common shareholder" of $635 million for the fiscal year ended March 31, 2018, compared to $45 million for the fiscal year ended March 31, 2017. The increase is primarily due to higher segment income as a result of the factors discussed below, and a pre-tax gain of $318 million, partially offset by tax expense of $77 million, related to the sale of shares in Ulsan Aluminum Ltd. (UAL), a new wholly owned subsidiary formed by Novelis Korea in the second quarter of year ended March 31, 2018,
We reported "Segment income" of $1,215 million compared to $1,085 million in the prior year. The increase is primarily due to; higher can and automotive shipments as a result of strong demand and solid global operational performance, diligent operating cost management, a continued focus on asset efficiency and prioritizing optimization of the product portfolio. In addition, the increase is due to favorable foreign currency impact and lower metal input costs. As a result of these factors, net cash provided by operating activities was $586 million and free cash flow was $406 million.
We have reduced our net debt leverage ratio (net debt/segment income) to 3.0x at March 31, 2018 as compared to 3.9x in the prior year. This reduction in net leverage combined with strong financial results has provided us with the financial flexibility to seek strategic investments, particularly in the growing automotive segment. During the fourth quarter of fiscal 2018, we announced plans to expand our production footprint in North America with an investment in automotive finishing capacity in Guthrie, Kentucky. We also agreed to acquire operating facilities and manufacturing assets at our Sierre, Switzerland plant, that have historically been leased.


24


BUSINESS AND INDUSTRY CLIMATE
Economic growth and material substitution continue to drive increasing global demand for aluminum and rolled products. Global can sheet overcapacity, increased competition from Chinese suppliers of flat rolled aluminum products, and customer consolidation are also adding downward pricing pressures in the can sheet market.
Meanwhile, the demand for aluminum in the automotive industry continues to grow, which drove the investments we made in our automotive sheet finishing capacity in North America, Europe and Asia. This demand has been primarily driven by the benefits that result from using lighter weight materials in the vehicles, as companies respond to government regulations, which are driving improved emissions and better fuel economy; while also maintaining or improving vehicle safety and performance.
Key Sales and Shipment Trends
(in millions, except shipments which are in kt)
 
 
Three Months Ended
 
Year Ended
 
Three Months Ended
 
Year Ended
 
 
Jun 30,
2016
 
Sept 30, 2016
 
Dec 31,
2016
 
Mar 31,
2017
 
Mar 31,
2017
 
Jun 30,
2017
 
Sept 30, 2017
 
Dec 31,
2017
 
Mar 31,
2018
 
Mar 31,
2018
Net sales
 
$
2,296

 
$
2,361

 
$
2,313

 
$
2,621

 
$
9,591

 
$
2,669

 
$
2,794

 
$
2,933

 
$
3,066

 
$
11,462

Percentage increase (decrease) in net sales versus comparable previous year period
 
(13
)%
 
(5
)%
 
(2
)%
 
9
 %
 
(3
)%
 
16
 %
 
18
%
 
27
 %
 
17
%
 
20
 %
Rolled product shipments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
242

 
252

 
247

 
269

 
1,010

 
273

 
274

 
269

 
273

 
1,089

Europe
 
246

 
236

 
226

 
235

 
943

 
235

 
237

 
222

 
236

 
930

Asia
 
178

 
176

 
162

 
174

 
690

 
180

 
180

 
177

 
174

 
711

South America
 
103

 
121

 
125

 
125

 
474

 
110

 
131

 
146

 
136

 
523

Eliminations
 
(14
)
 
(12
)
 
(10
)
 
(14
)
 
(50
)
 
(13
)
 
(20
)
 
(18
)
 
(14
)
 
(65
)
Total
 
755

 
773

 
750

 
789

 
3,067

 
785

 
802

 
796

 
805

 
3,188

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


The following summarizes the percentage increase (decrease) in rolled product shipments versus the comparable previous year period:
North America
 
(7
)%
 
(6
)%
 
(2
)%
 
8
 %
 
(2
)%
 
13
 %
 
9
%
 
9
 %
 
1
%
 
8
 %
Europe
 
(2
)%
 
(6
)%
 
(3
)%
 
(4
)%
 
(4
)%
 
(4
)%
 
%
 
(2
)%
 
%
 
(1
)%
Asia
 
(8
)%
 
(6
)%
 
(16
)%
 
(7
)%
 
(9
)%
 
1
 %
 
2
%
 
9
 %
 
%
 
3
 %
South America
 
(4
)%
 
3
 %
 
(5
)%
 
(7
)%
 
(3
)%
 
7
 %
 
8
%
 
17
 %
 
9
%
 
10
 %
Total
 
(2
)%
 
(2
)%
 
(4
)%
 
 %
 
(2
)%
 
4
 %
 
4
%
 
6
 %
 
2
%
 
4
 %


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

25


LME Base Aluminum Prices and Local Market Premiums
The average (based on the simple average of the monthly averages) and closing prices for aluminum set on the LME for the years ended March 31, 2018, 2017, and 2016 are as follows:
 
 
 
 
Percent Change
 
 
Year Ended March 31,
 
Year Ended
March 31, 2018
versus
March 31, 2017
 
Year Ended
March 31, 2017
versus
March 31, 2016
 
 
2018
 
2017
 
2016
 
 
London Metal Exchange Prices
 
 
 
 
 
 
 
 
 
 
Aluminum (per metric tonne, and presented in U.S. dollars):
Closing cash price as of beginning of period
 
$
1,947

 
$
1,492

 
$
1,789

 
30
%
 
(17
)%
Average cash price during period
 
$
2,045

 
$
1,688

 
$
1,592

 
21
%
 
6
 %
Closing cash price as of end of period
 
$
1,997

 
$
1,947

 
$
1,492

 
3
%
 
30
 %

For the year ended March 31, 2018, there has been less volatility in local market premium price movements. Although there have been significant percentage changes year over year, the decreased volatility did not have a significant impact on metal price lag. The weighted average local market premium was as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent Change
 
 
Year Ended March 31,
 
Year Ended
March 31, 2018
versus March 31, 2017
 
Year Ended
March 31, 2017
versus March 31, 2016
 
 
2018
 
2017
 
2016
 
 
Weighted average local market premium (per metric tonne, and presented in U.S. dollars)
 
$
192

 
$
151

 
$
194

 
27
%
 
(22
)%
    
Metal Price Lag and Related Hedging Activities
Increases or decreases in the price of aluminum based on the average LME base aluminum prices and local market premiums directly impact “Net sales,” “Cost of goods sold (exclusive of depreciation and amortization)” and working capital. The timing of these impacts varies based on contractual arrangements with customers and metal suppliers in each region. These timing impacts are referred to as metal price lag. Metal price lag exists due to: (i) the period of time between the pricing of our purchases of metal, holding and processing the metal, and the pricing of the sale of finished inventory to our customers, and (ii) certain customer contracts containing fixed forward price commitments which result in exposure to changes in metal prices for the period of time between when our sales price fixes and the sale actually occurs.

We use LME aluminum forward contracts to preserve our conversion margins and manage the timing differences associated with the LME base metal component of “Net sales,” and “Cost of goods sold (exclusive of depreciation and amortization)." These derivatives directly hedge the economic risk of future LME base metal price fluctuations to better match the purchase price of metal with the sales price of metal. The majority of our local market premium hedging occurs in North America; however, exposure here is not fully hedged. In our Europe and Asia 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. 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 before income taxes” and “Net income.” Gains and losses on metal derivative contracts are not recognized in “Segment income” until realized.
See Segment Review below for the impact of metal price lag on each of our segments.


26


Foreign Currency and Related Hedging Activities
We operate a global business and conduct business in various currencies around the world. We have exposure to foreign currency risk as fluctuations in foreign exchange rates impact our operating results as we translate the operating results from various functional currencies into our U.S. dollar reporting currency at the current average rates. We also record foreign exchange remeasurement gains and losses when business transactions are denominated in currencies other than the functional currency of that operation. Global economic uncertainty is contributing to higher levels of volatility among the currency pairs in which we conduct business. The following table presents the exchange rates as of the end of each period and the average of the month-end exchange rates for the years ended March 31, 2018, 2017, and 2016:
 
 
 
Exchange Rate as of
Year Ended March 31,
 
Average Exchange Rate
Year Ended March 31,
 
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
U.S. dollar per Euro
 
1.230

 
1.068

 
1.139

 
1.180

 
1.098

 
1.102

Brazilian real per U.S. dollar
 
3.324

 
3.168

 
3.559

 
3.231

 
3.290

 
3.624

South Korean won per U.S. dollar
 
1,067

 
1,116

 
1,154

 
1,106

 
1,148

 
1,158

Canadian dollar per U.S. dollar
 
1.289

 
1.329

 
1.298

 
1.283

 
1.314

 
1.312

Swiss franc per Euro
 
1.178

 
1.069

 
1.094

 
1.139

 
1.084

 
1.076


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. In South Korea, where we have local currency operating costs and U.S. dollar denominated selling prices for exports, we benefit as the 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 real weakens, but are adversely affected as the real strengthens.
We use foreign exchange forward contracts and cross-currency swaps to manage our exposure arising from recorded assets and liabilities, firm commitments, and forecasted cash flows denominated in currencies other than the functional currency of certain operations, which include capital expenditures and net investment in foreign subsidiaries. The impact of foreign exchange remeasurement, net of related hedges, was a net loss of $1 million in fiscal 2018, a net gain of $5 million in fiscal 2017, and a net gain of $2 million in fiscal 2016. The movement of currency exchange rates during fiscal 2018, fiscal 2017 and fiscal 2016 resulted in $4 million of net unrealized losses, $8 million of net unrealized gains, and $8 million of net unrealized losses, respectively, on undesignated foreign currency derivatives.
See Segment Review below for the impact of foreign currency on each of our segments.




27


Results of Operations
Year Ended March 31, 2018 Compared with the Year Ended March 31, 2017
"Net Sales" were $11,462 million, an increase of 20%, driven by a 30% increase in average base aluminum prices, a 4% increase in flat rolled product shipments, and a 27% increase in local market premiums.
“Cost of goods sold (exclusive of depreciation and amortization)” was $9,719 million, an increase of 21%, primarily due to an increase in flat rolled product shipments and higher average aluminum prices. Total metal input costs included in "Cost of goods sold (exclusive of depreciation and amortization)” increased $1,521 million.
"Income before income taxes" for the year ended March 31, 2018 was $855 million, compared to $197 million for the year ended March 31, 2017. In addition to the factors noted above, the following items affected "Income before income taxes:"
An increase in "Selling, general and administrative expenses" of $68 million primarily related to an increase in the fair value of Long Term Incentive Plan (LTIP) awards, increases in factoring expense and professional fees;
A decline in interest expense of $39 million due to the refinancing of the 2017 Notes, 2020 Notes and Term Loan at lower interest rates;
"Loss on extinguishment of debt" in the prior year of $134 million related to the extinguishment of the 2017 Notes, 2020 Notes and Term Loan;
A gain on sale of a business of $318 million, related to the sale of shares of UAL to Kobe and the deconsolidation of the remaining assets to form the equity method investment in September 2017. This gain was compared to a loss of $27 million in the prior fiscal year, which was recognized on the sale of our interest in Aluminium Company of Malaysia Berhad (ALCOM);
"Restructuring and impairment, net" of $34 million primarily related to restructuring actions in Europe, compared to $10 million of restructuring expenses in the prior fiscal year, related to severance and other charges across our regions; and
Increased stability in the current year local market premiums, resulted in a $4 million metal price lag gain, compared to a $31 million metal price lag loss during the prior fiscal year.

We recognized $233 million of tax expense for the year ended March 31, 2018, which resulted in an effective tax rate of 27%. This rate is due to a $77 million expense on the sale of a business, tax losses in jurisdictions where we believe it more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded, offset by a non-cash income tax benefit of $19 million for the remeasurement of deferred tax assets and liabilities in accordance with the Tax Cuts and Jobs Act. We recognized $151 million of tax expense for the year ended March 31, 2017, primarily due to tax losses in jurisdictions where we believe it to be more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded and the net impact of foreign exchange translation and remeasurement of deferred income taxes, offset by dividends not subject to tax.
We reported “Net income attributable to our common shareholder” of $635 million for the current year, compared to “Net loss attributable to our common shareholder” of $45 million for the prior year, primarily as a result of the factors discussed above.








28


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.
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" adjust for proportional consolidation of each line item, and eliminate intersegment shipments (in kt) and intersegment "Net sales." The tables below show selected segment financial information (in millions, except shipments which are in kt).
 
Selected Operating Results Year Ended March 31, 2018
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations and other
 
Total
Net sales
 
$
3,951

 
$
3,447

 
$
2,110

 
$
1,931

 
$
23

 
$
11,462

Shipments
 
 
 
 
 
 
 
 
 
 
 
 
Rolled products - third party
 
1,083

 
914

 
696

 
495

 

 
3,188

Rolled products - intersegment
 
6

 
16

 
15

 
28

 
(65
)
 

Total rolled products
 
1,089

 
930

 
711

 
523

 
(65
)
 
3,188

Non-rolled products
 
1

 
8

 
8

 
130

 
(2
)
 
145

Total shipments
 
1,090

 
938

 
719

 
653

 
(67
)
 
3,333

 
Selected Operating Results Year Ended March 31, 2017
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations and other
 
Total
Net sales
 
$
3,228

 
$
2,968

 
$
1,791

 
$
1,510

 
$
94

 
$
9,591

Shipments
 
 
 
 
 
 
 
 
 
 
 
 
Rolled products - third party
 
1,009

 
927

 
682

 
449

 

 
3,067

Rolled products - intersegment
 
1

 
16

 
8

 
25

 
(50
)
 

Total rolled products
 
1,010

 
943

 
690

 
474

 
(50
)
 
3,067

Non-rolled products
 
4

 
8

 
9

 
88

 

 
109

Total shipments
 
1,014

 
951

 
699

 
562

 
(50
)
 
3,176

 

    







29


The following table reconciles changes in “Segment income” for the year ended March 31, 2017 to the year ended March 31, 2018 (in millions).
Changes in Segment income
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations (A)
 
Total
Segment income - Year Ended March 31, 2017 (B)
 
$
380

 
$
208

 
$
163

 
$
337

 
$
(3
)
 
$
1,085

Volume
 
84

 
(15
)
 
24

 
59

 
(13
)
 
139

Conversion premium and product mix
 
10

 
9

 
(22
)
 
(45
)
 
9

 
(39
)
Conversion costs
 
22

 
6

 
9

 
24

 
4

 
65

Foreign exchange
 
1

 
25

 
1

 
(12
)
 

 
15

Selling, general & administrative and research & development costs (C)
 
(28
)
 
(12
)
 
(2
)
 
(25
)
 
(5
)
 
(72
)
Other changes (D)
 
5

 
(2
)
 
(6
)
 
25

 

 
22

Segment income - Year Ended March 31, 2018
 
$
474

 
$
219

 
$
167

 
$
363

 
$
(8
)
 
$
1,215

 _________________________
(A)
The recognition of "Segment income" by a region on an intersegment shipment could occur in a period prior to the recognition of "Segment income" on a consolidated basis, depending on the timing of when the inventory is sold to the
third party customer. The "Eliminations" column adjusts regional "Segment income" for intersegment shipments that occur in a period prior to recognition of "Segment income" on a consolidated basis. The "Eliminations" column also reflects adjustments for changes in regional volume, conversion premium and product mix, and conversion costs related to intersegment shipments for consolidation.
(B)
Effective in the first quarter of fiscal 2018, management removed the impact of metal price lag from "Segment income" in order to enhance the visibility of the underlying operating performance of the Company. This change does not impact our consolidated financial statements. Segment information for prior periods presented has been updated to reflect this change.
(C)
Selling, general & administrative costs and research & development costs include costs incurred directly by each segment and all corporate related costs.
(D)
This line includes items such as State of Espirito Santo grants an indirect tax incentive (ICMS) for companies who fulfill certain requirements. According to this incentive, the Company can recognize a presumed ICMS credit, thus reducing the amounts due to the State. The mentioned incentive is recorded in our consolidated results of operations.


North America
“Net sales” increased $723 million, or 22%, primarily due to higher average aluminum prices and higher can and automotive shipments.
“Segment income” was $474 million, an increase of 25%, primarily due to favorable operating and metal costs as well as higher automotive and can volumes, higher pricing and favorable product mix as a result of automotive growth. These positive factors were partially offset by unfavorable selling, general and administrative costs.

Europe
“Net sales” increased $479 million, or 16%, primarily due to higher average aluminum prices and higher automotive shipments; partially offset by lower can and specialty shipments.
“Segment income” was $219 million, an increase of 5%, primarily due to favorable product mix as a result of our portfolio optimization efforts, favorable currency impact, higher automotive volumes and favorable cost absorption. These positive factors were partially offset by lower can and specialties volumes, and higher selling, general and administrative costs.
Asia
“Net sales” increased $319 million, or 18%, due to higher average aluminum prices and higher can and automotive shipments; partially offset by lower specialty shipments.
“Segment income” was $167 million, a increase of 2%, primarily due to higher automotive and can shipments and favorable operating and metal costs, partially offset by lower can pricing and product mix.

30


South America
“Net sales” increased $421 million, or 28%, due to higher average aluminum prices and higher specialties and can shipments.
“Segment income” was $363 million, an increase of 8%, primarily due to higher can and specialties volumes and favorable operating and metal costs. These positive factors were partially offset by unfavorable price and product mix and higher selling, general and administrative costs.

Reconciliation of "Net income attributable to our common shareholder" to segment income
Costs such as depreciation and amortization, interest expense and unrealized (gains) losses on changes in the fair value of derivatives (except for derivatives used to manage our foreign currency remeasurement activities) are not utilized by our chief operating decision maker in evaluating segment performance. The table below reconciles "Net income attributable to our common shareholder" to income from reportable segments for the year ended March 31, 2018 and 2017 (in millions).
 
 
Year Ended March 31,
 
 
2018
 
2017
Net income attributable to our common shareholder
 
$
635

 
$
45

Noncontrolling interests
 
(13
)
 
1

Income tax provision
 
233

 
151

Depreciation and amortization
 
354

 
360

Interest expense and amortization of debt issuance costs
 
255

 
294

Adjustment to reconcile proportional consolidation
 
51

 
28

Unrealized gains on change in fair value of derivative instruments, net
 
(20
)
 
(5
)
Realized gains on derivative instruments not included in segment income
 

 
(5
)
Gain on assets held for sale
 

 
(2
)
Loss on extinguishment of debt
 

 
134

Restructuring and impairment, net
 
34

 
10

Loss on sale of fixed assets
 
7

 
6

(Gain) loss on sale of a business (A)
 
(318
)
 
27

Metal price lag (B)
 
(4
)
 
31

Other, net
 
1

 
10

Total of reportable segments
 
$
1,215

 
$
1,085

_________________________
(A)
In September 2017, Novelis Korea Ltd., a subsidiary of Novelis Inc., sold a portion of its shares in Ulsan Aluminum, Ltd. (UAL) for $314 million, which resulted in a gain on sale of investments. For additional information related to the transaction, see Note 8 — Investment in and Advances to Non-Consolidated Affiliates and Related Party Transactions.
(B)
Effective in the first quarter of fiscal 2018, management removed the impact of metal price lag from Segment Income in order to enhance the visibility of the underlying operating performance of the Company. The impact of metal price lag is now reported as a separate line item in this reconciliation. This change does not impact our consolidated financial statements. Segment Income for prior periods presented has been updated to reflect this change. For additional information related to metal price lag, see Note 14 — Financial Instruments and Commodity Contracts.







31


Results of Operations
Year Ended March 31, 2017 Compared with the Year Ended March 31, 2016
"Net sales" were $9.6 billion, a decrease of 3% driven by a 2% decrease in flat rolled product shipments and a 22% decrease in local market premiums, partially offset by a 6% increase in average base aluminum prices and a favorable impact from our strategic shift to higher conversion premium products.
“Cost of goods sold (exclusive of depreciation and amortization)” was $8.0 billion, a decrease of 9%, due to lower flat rolled product shipments and cost improvements which contributed to lower average metal costs. Total metal input costs included in "Cost of goods sold (exclusive of depreciation and amortization)” decreased $638 million.
“Income before income taxes” for the year ended March 31, 2017 was $197 million compared to $8 million in the year ended March 31, 2016. In addition to the factors noted above, the following items affected “Income before income taxes:”
Increased stability in the current year local market premiums, resulted in a $31 million metal price lag loss during the year ended March 31, 2017 compared to a $172 million metal price lag loss during the year ended March 31, 2016;
“Restructuring and impairment, net” of $10 million for the year ended March 31, 2017, includes $5 million of severance charges and $3 million of other charges across our regions. Additionally, there were $2 million of impairment charges related to assets in North America. In the prior year, we incurred $48 million, which related to $21 million of charges related to capitalized software impairments, $14 million of severance and other charges related to restructuring actions at our global headquarters, $10 million of severance and other charges across our regions and $3 million of other impairment;
A decline in interest expense of $33 million primarily resulting from the refinancing of the 2017 Notes, 2020 Notes and Term Loan, due to lower interest rates;
"Loss on extinguishment of debt" in the current year of $134 million relates to the extinguishment of the 2017 Notes, 2020 Notes and Term Loan. In the prior year, the loss related to an amendment leading to a partial extinguishment of the Term Loan;
A loss of $27 million was recognized on the sale of our interest in Aluminium Company of Malaysia Berhad, which was reported in "Other (income) expense, net"; and
A gain of $10 million was recognized related to the settlement of a business interruption recovery claim due to an outage at the hotmill in the Logan facility in North America for the year ended March 31, 2016. There was no such gain recorded in the current year.
We recognized $151 million of tax expense for the year ended March 31, 2017, due to the results of operations at statutory tax rates, as well as due to tax losses in jurisdictions where we believe it is more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded and tax rate differences on foreign earnings, offset by dividends not subject to tax. We recognized $46 million of tax expense for the year ended March 31, 2016, primarily due to the results of operations at statutory tax rates, tax losses in jurisdictions where we believe it to be more likely than not that we will not be able to utilize those losses and therefore have a valuation allowance recorded and the net impact of foreign exchange translation and remeasurement of deferred income taxes, offset by dividends not subject to tax.    
We reported “Net income attributable to our common shareholder” of $45 million for the year ended March 31, 2017 as compared to “Net loss attributable to our common shareholder” of $38 million for the year ended March 31, 2016, primarily as a result of the factors discussed above.









32


Segment Review

The tables below show selected segment financial information (in millions, except shipments which are in kt). For additional financial information related to our operating segments, see Note 20 — Segment, Geographical Area, Major Customer and Major Supplier Information. In order to reconcile the financial information for the segments shown in the tables below to the relevant U.S. GAAP-based measures, "Eliminations and other" must adjust for proportional consolidation of each line item, and eliminate intersegment shipments (in kt) and intersegment "Net sales."

Selected Operating Results Year Ended March 31, 2017
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations and other
 
Total
Net sales
 
$
3,228

 
$
2,968

 
$
1,791

 
$
1,510

 
$
94

 
$
9,591

Shipments
 
 
 
 
 
 
 
 
 
 
 
 
Rolled products - third party
 
1,009

 
927

 
682

 
449

 

 
3,067

Rolled products - intersegment
 
1

 
16

 
8

 
25

 
(50
)
 

Total rolled products
 
1,010

 
943

 
690

 
474

 
(50
)
 
3,067

Non-rolled products
 
4

 
8

 
9

 
88

 

 
109

Total shipments
 
1,014

 
951

 
699

 
562

 
(50
)
 
3,176

 

Selected Operating Results Year Ended March 31, 2016
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations and other
 
Total
Net sales
 
$
3,266

 
$
3,223

 
$
1,992

 
$
1,575

 
$
(184
)
 
$
9,872

Shipments
 
 
 
 
 
 
 
 
 
 
 
 
Rolled products - third party
 
1,031

 
918

 
718

 
456

 

 
3,123

Rolled products - intersegment
 
1

 
60

 
42

 
34

 
(137
)
 

Total rolled products
 
1,032

 
978

 
760

 
490

 
(137
)
 
3,123

Non-rolled products
 
17

 
98

 
10

 
79

 
(2
)
 
202

Total shipments
 
1,049

 
1,076

 
770

 
569

 
(139
)
 
3,325











33


The following table reconciles changes in “Segment income” for the year ended March 31, 2016 to the year ended March 31, 2017 (in millions).

Changes in Segment income
 
North
America
 
Europe
 
Asia
 
South
America
 
Eliminations (A)
 
Total
Segment income - Year Ended March 31, 2016 (B)
 
$
338

 
$
203

 
$
142

 
$
280

 
$

 
$
963

Volume
 
(22
)
 
(34
)
 
(36
)
 
(18
)
 
74

 
(36
)
Conversion premium and product mix
 
(2
)
 
12

 
(10
)
 
18

 

 
18

Conversion costs
 
84

 
40

 
52

 
11

 
(75
)
 
112

Foreign exchange
 
(4
)
 
4

 
11

 
52

 

 
63

Primary operations
 

 

 

 
(1
)
 

 
(1
)
Selling, general & administrative and research & development costs (C)
 
(5
)
 
(11
)
 

 
(7
)
 
(2
)
 
(25
)
Other changes
 
(9
)
 
(6
)
 
4

 
2

 

 
(9
)
Segment income - Year Ended March 31, 2017
 
$
380

 
$
208

 
$
163

 
$
337

 
$
(3
)
 
$
1,085

_________________________
(A)
The recognition of "Segment income" by a region on an intersegment shipment could occur in a period prior to the recognition of "Segment income" on a consolidated basis, depending on the timing of when the inventory is sold to the
third party customer. The "Eliminations" column adjusts regional "Segment income" for intersegment shipments that occur in a period prior to recognition of "Segment income" on a consolidated basis. The "Eliminations" column also reflects adjustments for changes in regional volume, conversion premium and product mix, and conversion costs related to intersegment shipments for consolidation.
(B)
Effective in the first quarter of fiscal 2018, management removed the impact of metal price lag from Segment Income in order to enhance the visibility of the underlying operating performance of the Company. This change does not impact our consolidated financial statements. Segment information for prior periods presented has been updated to reflect this change.
(C)
Selling, general & administrative costs and research & development costs include costs incurred directly by each segment and all corporate related costs.

North America
“Net sales” decreased $38 million, or 1%, primarily due to lower can shipments partially offset by higher automotive shipments and higher average aluminum prices as we continue to adjust our product mix.
“Segment income” was $384 million, an increase of 49%, due to strong operational performance resulting from lower metal input and conversion costs, favorable metal price lag due to reduced local market premium volatility, operational efficiencies and higher automotive shipments. These positive factors were partially offset by lower volumes associated with can and specialties shipments and higher fixed costs related to the commissioning of our third automotive line.

Europe
“Net sales” decreased $255 million, or 8%, primarily due to lower can and specialties shipments, partially offset by higher automotive shipments and higher average aluminum prices.
“Segment income” was $180 million, an increase of 55%, primarily related to lower metal input costs resulting from increased production and usage of internally manufactured sheet ingot from our new recycling facility in Nachterstedt, Germany and favorable product mix as a result of our portfolio optimization efforts. These benefits were partially offset by reduced can and specialty volumes.

Asia
“Net sales” decreased $201 million, or 10%, due to lower can shipments, lower can pricing, partially offset by higher average aluminum prices.
“Segment income” was $153 million, an increase of 13%, primarily due to lower metal input costs associated with increased usage of internally manufactured sheet ingot, a decrease in the local market premium which is a cost we incur and are

34


unable to fully pass along to some of our customers, favorable product mix within can and automotive, and foreign currency exchange rates. These factors were partially offset by lower can shipments and can pricing.
South America
“Net sales” decreased $65 million, or 4%, due to lower can shipments partially offset by favorable pricing conditions.
“Segment income” was $340 million, an increase of 21%, primarily due to foreign currency benefits, favorable can pricing, lower metal input costs, and operational efficiencies, which were partially offset by lower can shipments.

Reconciliation of "Net income (loss) attributable to our common shareholder" to segment income
Costs such as depreciation and amortization, interest expense and unrealized (gains) losses on changes in the fair value of derivatives (except for derivatives used to manage our foreign currency remeasurement activities) are not utilized by our chief operating decision maker in evaluating segment performance. The table below reconciles "Net income attributable to our common shareholder" to income from reportable segments for the year ended March 31, 2017 and 2016 (in millions)
 
 
Year Ended March 31,
 
 
2017
 
2016
Net income (loss) attributable to our common shareholder
 
$
45

 
$
(38
)
Noncontrolling interests
 
1

 

Income tax provision
 
151

 
46

Depreciation and amortization
 
360

 
353

Interest expense and amortization of debt issuance costs
 
294

 
327

Adjustment to reconcile proportional consolidation
 
28

 
30

Unrealized (gains) losses on change in fair value of derivative instruments, net
 
(5
)
 
4

Realized (gains) losses on derivative instruments not included in segment income
 
(5
)
 
1

Gain on assets held for sale
 
(2
)
 

Loss on extinguishment of debt
 
134

 
13

Restructuring and impairment, net
 
10

 
48

Loss on sale of fixed assets
 
6

 
4

Loss on sale of a business
 
27

 

Metal price lag (A)
 
31

 
172

Other, net
 
10

 
3

Total of reportable segments
 
$
1,085

 
$
963

_________________________
(A)
Effective in the first quarter of fiscal 2018, management removed the impact of metal price lag from Segment Income in order to enhance the visibility of the underlying operating performance of the Company. The impact of metal price lag is now reported as a separate line item in this reconciliation. This change does not impact our consolidated financial statements. Segment Income for prior periods presented has been updated to reflect this change. For additional information related to metal price lag, see Note 14 — Financial Instruments and Commodity Contracts.


35


Liquidity and Capital Resources

Our investments in the business were funded through cash flows generated by our operations and a combination of local financing and our senior secured credit facilities.  Most of our recent strategic expansion projects are operating close to full capacity and are generating additional operating cash flow. 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; our existing debt facilities, including refinancing; and new debt issuances, as necessary.

During the fourth quarter of fiscal 2018, we agreed to acquire operating facilities and manufacturing assets from Constellium N.V. (Constellium), that have historically been leased, for approximately €200 million at our Sierre, Switzerland plant. In addition, we announced plans to expand our production footprint in the U.S. with an investment in automotive finishing capacity in Guthrie, Kentucky. We plan to complete these strategic transactions to further solidify our market leading position in automotive aluminum sheet.
Non-Guarantor Information

As of March 31, 2018, 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
Consolidated net sales represented by net sales to third parties by non-guarantor subsidiaries (for the year ended March 31, 2018)
22
%
Consolidated Adjusted EBITDA represented by the non-guarantor subsidiaries (for the year ended March 31, 2018)
15
%
Consolidated assets are owned by non-guarantor subsidiaries (as of March 31, 2018)
18
%

In addition, for the years ended March 31, 2018 and March 31, 2017, the Company’s subsidiaries that are not guarantors had net sales of $3 billion and $2.2 billion, respectively, and, as of March 31, 2018, those subsidiaries had assets of $2.3 billion and debt and other liabilities of $1.5 billion (including inter-company balances).
Available Liquidity
Our available liquidity as of March 31, 2018 and 2017 is as follows (in millions):
 
 
March 31,
 
2018
 
2017
Cash and cash equivalents
$
920

 
$
594

Availability under committed credit facilities
998

 
701

Total available liquidity
$
1,918

 
$
1,295


The increase in total available liquidity is primarily attributable to $263 million in proceeds from the sale of shares in UAL, an increase in the ABL borrowing base of $161 million, and positive free cash flow of $406 million. These increases were partially offset by net payments on short-term and long-term borrowings of $208 million, a reduction in availability of credit facilities of $41 million, and other changes of $42 million. See Note 10 — Debt for more details about our availability under committed under credit facilities.

The “Cash and cash equivalents” balance above includes cash held in foreign countries in which we operate. As of March 31, 2018, we held $6 million of "Cash and cash equivalents" in Canada, in which we are incorporated, with the rest held in other countries in which we operate. As of March 31, 2018, we held $299 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. Our significant future uses of cash include servicing our debt obligations domestically, which we plan to fund with cash flows from operating activities and, if necessary, by repatriating cash from jurisdictions for which we have not asserted that earnings are indefinitely reinvested. 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

36


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 March 31, 2018, we do not believe adverse tax consequences exist that restrict our use of “Cash or cash equivalents” in a material manner,
Free Cash Flow
Refer to "Non-GAAP Financial Measures" for our definition of Free Cash Flow.
The following table shows the “Free cash flow” for the year ended March 31, 2018, 2017 and 2016, the change between periods, as well as the ending balances of cash and cash equivalents (in millions).
 
 
 
 
Change
 
 
Year Ended March 31,
 
2018 versus
 
2017 versus
 
 
2018
 
2017
 
2016
 
2017
 
2016
Net cash provided by operating activities
 
$
586

 
$
575

 
$
541

 
$
11

 
$
34

Net cash provided by (used in) investing activities
 
83

 
(212
)
 
(378
)
 
295

 
166

Less: Proceeds from sales of assets and business, net of transactions fees, cash income taxes and hedging (A)
 
(263
)
 
(2
)
 
(3
)
 
(261
)
 
1

Free cash flow
 
$
406

 
$
361

 
$
160

 
$
45

 
$
201

Ending cash and cash equivalents
 
$
920

 
$
594

 
$
556

 
$
326

 
$
38

_________________________
(A)
This line item includes the proceeds from the sale of shares in Ulsan Aluminum Ltd., to Kobe Steel Ltd. during the year ended March 31, 2018 in the amount of $314 million, net of $42 million and $11 million, in cash taxes and transaction fees paid, respectively. This line item also includes "Outflows from the sale of a business, net of transaction fees" which is comprised of cash of $13 million held by ALCOM, which was a consolidated entity sold during fiscal 2017.
Operating Activities
The increase in net cash provided by operating activities was primarily related to higher "Segment income", driven by favorable impacts from metal price lag and lower metal input costs. The following summarizes changes in working capital accounts (in millions).
 
 
 
Change
 
Year Ended March 31,
 
2018       versus
 
2017 versus
 
2018
 
2017
 
2016
 
2017
 
2016
Net cash (used in) provided by operating activities due to changes in working capital:
 
 
 
 
 
 
 
 
 
Accounts receivable
$
(402
)
 
$
(154
)
 
$
336

 
$
(248
)
 
$
(490
)
Inventories
(151
)
 
(193
)
 
268

 
42

 
(461
)
Accounts payable
336

 
253

 
(327
)
 
83

 
580

Other current assets and liabilities
16

 
17

 
(5
)
 
(1
)
 
22

Net change in working capital
$
(201
)
 
$
(77
)
 
$
272

 
$
(124
)
 
$
(349
)
Year Ended March 31, 2018
"Accounts receivable, net" increased due to the timing of cash collections on certain customer and related party receivables balances coupled with a 20% increase in sales and increased average metal prices. As of March 31, 2018, we had factored, without recourse, certain trade receivable aggregating $918 million, which had a favorable impact to net cash provided by operating activities of $239 million for the year ended March 31, 2018. We determine the need to factor our receivables based on local cash needs including the need to fund our investments, as well as attempting to balance the timing of cash flows of trade payables and receivables and optimize our cost of financing. The higher quantities of inventory on hand at March 31, 2018 are the result of recent capacity expansions as well as longer supply chains to support the automotive sector. We experienced an increase in "Accounts payable" due to higher base aluminum prices and higher local market premiums.

37


Year Ended March 31, 2017
"Accounts receivable, net" increased due to the timing of cash collections on certain customer receivables balances offset by 3% lower sales and higher factoring balances. As of March 31, 2017 and 2016, we had factored, without recourse, certain trade receivable aggregating $679 million and $626 million, respectively, which had a favorable impact to net cash provided by operating activities of $53 million for the year ended March 31, 2017. We determine the need to factor our receivables based on local cash needs including the need to fund our strategic investments, as well as attempting to balance the timing of cash flows of trade payables and receivables. "Inventories" were higher due to higher quantities on hand partially offset by lower average metal costs. The higher quantities of inventory on hand at March 31, 2017 is the result of recent capacity expansions as well as longer supply chains to support the automotive sector and expand our scrap procurement network. As of March 31, 2017, we had sold certain inventories to third parties and have agreed to repurchase the same or similar inventory back from the third parties subsequent to March 31, 2017. Our estimated repurchase obligation for this inventory as of March 31, 2017 is $12 million, based on market prices as of this date. We sell and repurchase inventory with third parties in an attempt to better manage inventory levels and to better match the purchasing of inventory with the demand for our products. We experienced an increase in "Accounts payable" primarily due to the timing of payments to vendors. Included in cash flows from operating activities for the year ended March 31, 2017 were $288 million of interest payments, $128 million of cash paid for income taxes, $13 million of payments on restructuring programs, and $66 million of contributions to our pension plans. As of March 31, 2017, we had $24 million of outstanding restructuring liabilities, of which $16 million we estimate will result in cash outflows within the next twelve months.

Year Ended March 31, 2016
We experienced a decrease in "Accounts receivable, net" due to lower base aluminum prices and local market premiums compared to the end of the fourth quarter of prior year, and the timing of cash collections on certain customer receivables balances; partially offset by higher shipments and higher factoring of accounts receivable. As of March 31, 2016 and 2015, we had factored, without recourse, certain trade receivable aggregating $626 million and $591 million, respectively which had a favorable impact to net cash provided by operating activities of $35 million for the year ended March 31, 2016. We determine the need to factor our receivables based on local cash needs including the need to fund our strategic investments, as well as attempting to balance the timing of cash flows of trade payables and receivables. "Inventories" were lower due to lower base aluminum prices and local market premiums when compared to the fourth quarter of fiscal 2015. As of March 31, 2016, we had sold certain inventories to third parties and have agreed to repurchase the same or similar inventory back from the third parties subsequent to March 31, 2016. Our estimated repurchase obligation for this inventory as of March 31, 2016 is $22 million, based on market prices as of this date. We sell and repurchase inventory with third parties in an attempt to better manage inventory levels and to better match the purchasing of inventory with the demand for our products. We experienced a decrease in "Accounts payable" due to lower base aluminum prices and lower local market premiums when compared to the end of the fourth quarter of fiscal 2015, partially offset by the timing of payments on vendor payables outstanding as of March 31, 2016 and obtaining longer payment terms with certain vendors.

Included in cash flows from operating activities for the year ended March 31, 2016 were $308 million of interest payments, $123 million of cash paid for income taxes, $22 million of payments on restructuring programs, and $64 million of contributions to our pension plans. As of March 31, 2016, we had $27 million of outstanding restructuring liabilities, of which $23 million we estimate will result in cash outflows within the next twelve months.

Hedging Activities

We use derivative contracts to manage risk as well as liquidity. Under our terms of credit with counterparties to our derivative contracts, we do not have any material margin call exposure. No material amounts have been posted by Novelis nor do we hold any material amounts of margin posted by our counterparties. We settle derivative contracts in advance of billing on the underlying physical inventory and collecting payment from our customers, which temporarily impacts our liquidity position. The lag between derivative settlement and customer collection typically ranges from 30 to 90 days.

More details on our operating activities can be found above in “Results of operations for the year ended March 31, 2018 compared with the year ended March 31, 2017."






38


Investing Activities
The following table presents information regarding our “Net cash provided by (used in) investing activities” (in millions).
 
 
 
 
 
Change
 
 
Year Ended March 31,
 
2018       versus
 
2017 versus
 
 
2018
 
2017
 
2016
 
2017
 
2016
Capital expenditures
 
$
(226
)
 
$
(224
)
 
$
(370
)
 
$
(2
)
 
$
146

(Outflows) proceeds from settlement of other undesignated derivative instruments, net
 
(23
)
 
8

 
(9
)
 
(31
)
 
17

Proceeds from sales of assets, third party, net of transaction fees and hedging
 
2

 
4

 
3

 
(2
)
 
1

Proceeds (outflows) from the sale of a business
 
314

 
(2
)
 

 
316

 
(2
)
Proceeds (outflows) from investment in and advances to non-consolidated affiliates, net
 
16

 
2

 
(2
)
 
14

 
4

Net cash provided by (used in) investing activities