•certain reclassifications to conform historical financial statement presentation of Aleris to Novelis' historical financial statement presentation;

•the expected divestiture of the Duffel and Lewisport plants;

•application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, which we refer to as ASC 805, Business Combinations, to reflect estimated Merger consideration of approximately $2.7 billion (as outlined in Note 3) in exchange for 100% of all outstanding Aleris common stock;

•the sources and uses of the new and amended financing arrangements entered into and incurred in connection with the Merger; and

•transaction costs in connection with the Merger.

•the separate historical audited consolidated financial statements of Novelis as of and for the fiscal year ended March 31, 2020 included in Novelis’ Annual Report on Form 10-K filed with the SEC on May 7, 2020; and

•the separate historical audited consolidated financial statements of Aleris as of and for the year ended December 31, 2019 included in Aleris’ Annual Report on Form 10-K filed with the SEC on March 18, 2020.

(a)Represents a reclassification of capitalized software of $4 million to conform with Novelis’ presentation.

(b)Represents a reclassification of derivative assets of $4 million and derivative liabilities of $16 million to conform with Novelis’ gross presentation.

(c)Represents a reclassification of finance lease right-of-use assets and the related liabilities of $25 million to conform with Novelis’ presentation.

(d)Represents a reclassification of goodwill of $3 million to conform with Novelis’ presentation.

(e)Represents a reclassification of deferred revenue of $52 million to conform with Novelis’ presentation.

(f)Represents a reclassification of accrued pension benefits of $185 million to conform with Novelis’ presentation.

(a)Represents a reclassification of research and development expenses of $17 million to conform with Novelis’ presentation.

(b)Represents a reclassification of depreciation and amortization of $143 million to conform with Novelis’ presentation.

(c)Represents a reclassification of merger related costs of $21 million to conform with Novelis’ presentation.

(d)Represents a reclassification of other operating expenses, net of $3 million to conform with Novelis’ presentation.

(e)Represents a reclassification of a gain on derivative financial instruments of $8 million to conform with Novelis’ presentation.

(i)Under the terms of the Merger Agreement, represents the estimated cash consideration, which is the base consideration for the settlement of all shares of common stock outstanding, including shares issued in connection with the conversion of the 6% Senior Subordinated Exchangeable Notes due 2020 issued by Aleris International, Inc. (the “Exchangeable Notes”) into Aleris common shares, and the settlement of stock options and restricted stock units that vest upon a change-in-control.

(ii)On the closing date, all of the outstanding historical debt of Aleris, except for certain non-recourse multi-currency secured term loan facilities (collectively, the “Zhenjiang Term Loans”), was repaid in connection with the Merger. For purposes of the unaudited pro forma condensed combined balance sheet, based on the amounts of Aleris debt reflected as outstanding on the Aleris balance sheet as of December 31, 2019, which is assumed to be the closing date for the unaudited pro forma condensed combined balance sheet, a total of $1,821 million was estimated to be repaid, comprising short-term debt of $11 million and long-term debt of $1,777 million. In addition, prepayment penalties and accrued interest of approximately $12 million and $21 million, respectively, associated with the Aleris debt were estimated to be paid in connection with such repayment. Amounts outstanding under the various Aleris financing arrangements changed between the date of the Aleris balance sheet as of December 31, 2019 used for purposes of these unaudited pro forma condensed combined financial information and the closing date. Accordingly, the amount of Aleris debt actually repaid on the closing date differed from the amount estimated to be repaid as of December 31, 2019.

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

(iv)In connection with obtaining the regulatory antitrust approvals, the European Commission required Novelis to pay the buyer of Duffel an additional €55 million (approximately $60 million) to fund capital expenditures that would be required so that Duffel can operate as a standalone business. This amount has been accrued as a liability and will be paid to Duffel’s buyer upon close of the sale.

(v)Under the terms of the Merger Agreement, represents the amount of consideration that will be payable to the selling shareholders upon the condition that the existing Aleris German tax receivable is received from the German tax authorities.

(a)Reflects the sources and uses of funds relating to the Merger as follows:

(i)To fund amounts payable in connection with the Merger, Novelis incurred borrowings, which we refer to as the short term loans, in an aggregate principal amount of $1,100 million under its short term credit agreement. In addition, Novelis incurred borrowings, which we refer to as the incremental term loans, in an aggregate principal amount of $775 million under its secured term loan credit agreement. Further, Novelis incurred borrowings under the ABL Revolver, totaling $352 million, which is comprised of an aggregate principal amount of $275 million in USD denominated borrowings and €70 million in Euro denominated borrowings (approximately $77 million). The $1,600 million of 2030 Senior Notes issued in January 2020, for which a portion of the proceeds was used to fund the Merger consideration, have not been reflected in this pro forma adjustment as the issuance is included in the historical Novelis March 31, 2020 balance sheet.

(ii)Reflects debt issuance costs of approximately $16 million incurred in connection with the incremental term loans and presented as a reduction of the principal debt balance and $3 million incurred in connection with the short term loans presented in other long-term assets.

(iii)Reflects estimated cash for equity consideration of $766 million and earn-out consideration of $50 million included in the estimated Merger consideration outlined in Note 3.

(iv)Reflects the remaining estimated cash to be paid for transaction costs to be incurred by Novelis and Aleris.

(v)On the closing date, all of the outstanding historical debt of Aleris, except for the Zhenjiang Term Loans in the aggregate amount of $149 million, was repaid in connection with the Merger. For purposes of the unaudited pro forma condensed combined balance sheet, based on the amounts of Aleris debt reflected as outstanding on the Aleris balance sheet as of December 31, 2019, which is assumed to be the closing date for the unaudited pro forma condensed combined balance sheet, a total of $1,788 million was estimated to be repaid, comprising short-term debt of $11 million and long-term debt of $1,777 million. In addition, prepayment penalties and accrued interest of approximately $12 million and $21 million, respectively, associated with the Aleris debt were estimated to be paid in connection with such repayment. Amounts outstanding under the various Aleris financing arrangements changed between the date of the Aleris balance sheet as of December 31, 2019 used for purposes of this unaudited pro forma condensed combined financial information and the closing date. Accordingly, the amount of Aleris debt actually repaid on the closing date differed from the amount estimated to be repaid as of December 31, 2019.

(b)Reflects an adjustment to the Duffel and Lewisport plant assets and liabilities to be divested and presented as discontinued operations based on a preliminary fair value assessment:

(i)Refer to Note 5(f) below for further discussion of the deferred tax adjustments.

(c)Reflects an adjustment to property, plant and equipment, net based on a preliminary fair value assessment excluding the Duffel and Lewisport divestitures which are shown separately in Note 5(b):

(d)Reflects an adjustment to goodwill based on the preliminary purchase price allocation:

(i)Goodwill represents the excess of the estimated Merger consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Refer to the preliminary estimated Merger consideration allocation in Note 4 above for more details.

(e)Reflects an adjustment to intangible assets, net based on a preliminary fair value assessment excluding the Duffel and Lewisport divestitures which are shown separately in Note 5(b):

(f)The pro forma adjustment to deferred tax assets and liabilities represents the deferred tax impact associated with the incremental differences between book and tax basis created from the preliminary purchase price allocation and the partial reversal of valuation allowance in US jurisdiction related to net operating losses and interest limitation carryforwards. Based on information available and preliminary calculations related to ownership changes rules management has decided to partially reverse the valuation allowance on federal US net operating losses and interest limitation carryforwards. The company is still analyzing the impact of ownership change in US State tax attributes. Deferred taxes were established utilizing the effective tax rate, based on the ownership location of the individual asset and liability. The company applied the following deferred tax rates: for Germany, 30.68%; Belgium, 25%; United States, 24.5%; and China, zero percent, due to valuation allowances. The assets acquired and liabilities assumed are primarily located in the United States, Germany,

(g)Reflects an adjustment to other long-term assets as a result of the Merger-related financing based on the following:

(i)Reflects deferred financing costs as of December 31, 2019 that were eliminated in conjunction with the termination of Aleris’ historical asset backed multi-currency revolving credit facility and repayment of outstanding borrowings at the closing date of the Merger.

(ii)Reflects the reclassification of term loan debt issuance costs capitalized in the Novelis March 31, 2020 historical balance sheet within other long-term assets to long-term debt as a result of the $775 million borrowing under the Company's existing secured term loan credit agreement at the closing date of the Merger.

(iii)Reflects the capitalization of debt issuance costs related to the short term loans borrowed at the closing date of the Merger.

(h)Reflects an adjustment to short-term and long-term debt balances based on the following:

(i) As mentioned in Note 5(a)(i), Novelis incurred borrowings, which we refer to as the short term loans, in an aggregate principal amount of $1,100 million under its short term credit agreement. In addition, Novelis incurred borrowings, which we refer to as the incremental term loans, in an aggregate principal amount of $775 million under its secured term loan credit agreement. Further, Novelis incurred borrowings under the ABL Revolver totaling $352 million, which is comprised of an aggregate principal amount of $275 million in USD denominated borrowings and €70 million in Euro denominated borrowings (approximately $77 million). The $1,600 million of 2030 Senior Notes issued in January 2020, for which a portion of the proceeds was used to fund the Merger consideration, have not been reflected in this pro forma adjustment as the issuance is included in the historical Novelis March 31, 2020 balance sheet.

(ii)As mentioned in Note 5(a)(ii), reflects debt issuance costs of approximately $16 million incurred in connection with the incremental term loans and presented as a reduction of the principal debt balance and $3 million incurred in connection with the short term loans presented in other long-term assets.

(iii)On the closing date, all of the outstanding historical debt of Aleris, except for the Zhenjiang Term Loans, was repaid in connection with the Merger. For purposes of the unaudited pro forma condensed combined balance sheet, based on the amounts of Aleris debt reflected as outstanding on the Aleris balance sheet as of December 31, 2019, a total of $1,788 million was estimated to be repaid, comprising short-term debt of $11 million and long-term debt of $1,777 million. Additionally, $24 million of Aleris’ historical deferred financing costs associated with the debt to be repaid were eliminated. Amounts outstanding under the various Aleris financing arrangements may differ between the date of the Aleris balance sheet as of December 31, 2019 used for purposes of this unaudited pro forma condensed combined financial information and the closing date. Accordingly, the amount of Aleris debt actually repaid on the closing date differed from the amount estimated to be repaid as of December 31, 2019.

(iv)Pursuant to the Merger Agreement, Aleris was required to convert its outstanding Exchangeable Notes into 2,713,385 Aleris common shares prior to the closing date of the Merger. A pro forma adjustment was made to remove the outstanding debt principal balance from the Aleris’ balance sheet as

(v)As mentioned above, the Aleris Zhenjiang Term Loans were not repaid by Novelis and thus represent an assumed liability. Based on a preliminary assessment, the term loans have been adjusted to fair value with an adjustment of $7 million to reduce the long-term portion of the loans.

(vi)As disclosed in Note 5(h)(ii), reflects the reclassification of term loan debt issuance costs capitalized in the Novelis March 31, 2020 historical balance sheet within other long-term assets to long-term debt as a result of the $775 million borrowing under the Company's secured term loan credit agreement at the closing date of the Merger.

(vii)As disclosed in Note 5(h)(iii), reflects the capitalization of debt issuance costs related to the short term loans borrowed at the closing date of the Merger within other long-term assets.

(i)Reflects an adjustment to accrued expenses and other current liabilities based on the following:

(i)As disclosed in Note 3(iv), in connection with obtaining the regulatory antitrust approvals, the European Commission has required Novelis to pay the buyer of Duffel an additional €55 million (approximately $60 million) to fund capital expenditures that would be required so that Duffel can operate as a standalone business. This amount has been accrued as a liability and will be held in escrow and paid to Duffel’s buyer upon close of the sale.

(ii)As disclosed in Note 3(v), under the terms of the Merger Agreement, represents the amount of consideration that will be payable to the selling shareholders upon the condition that the existing Aleris German tax receivable is received from the German tax authorities.

(iii)As mentioned in Note 3(ii), represents the accrued interest as of December 31, 2019 that was associated with the repayment of historical Aleris debt included as part of Merger consideration transferred.

(iv)Reflects the preliminary fair value adjustment of $1 million to the current portion of the pension liability assumed. This adjustment excludes amounts associated with the Duffel and Lewisport divestitures which are shown separately in Note 5(b).

(j)Reflects an adjustment to the long-term pension liability based on a preliminary fair value assessment excluding the Duffel and Lewisport divestitures which are shown separately in Note 5(b):

(k)Reflects an adjustment to Novelis and Aleris equity based on the following:

(i)As disclosed in Note 5(a)(iv), reflects the remaining estimated cash to be paid for transaction costs to be incurred by Novelis and Aleris.

(a)This adjustment reflects the elimination of Aleris’ historical depreciation and amortization expense, and the recognition of new depreciation and amortization expense. New depreciation and amortization expense were based on the fair values of the assets acquired and depreciated/amortized on a straight-line basis over the estimated remaining useful lives of the assets, excluding land. Depreciation and amortization expense are as follows:

(b)Reflects an adjustment to interest expense and amortization of debt issuance costs as follows:

(i)In January 2020, Novelis issued $1,600 million in aggregate principal amount of 2030 Senior Notes. The proceeds were used to refinance all of Novelis’ 6.25% Senior Notes due 2024 and the remainder was utilized to pay a portion of the consideration for the Merger. As such, interest expense has been adjusted to add the incremental interest expense as if the Senior Notes due 2030 were issued on April 1, 2019 and remove the historical interest expense related to the Senior Notes due 2024.

(ii)As mentioned in Note 5(a)(i), Novelis incurred borrowings, which we refer to as the short term loans, in an aggregate principal amount of $1,100 million under its short term credit agreement. In addition, Novelis incurred borrowings, which we refer to as the incremental term loans, in an aggregate principal amount of $775 million under its secured term loan credit agreement. Further, Novelis incurred borrowings under the ABL Revolver totaling $352 million, which is comprised of an aggregate principal amount of $275 million in USD denominated borrowings and €70 million in Euro denominated borrowings (approximately $77 million). Interest expense has been adjusted to reflect these borrowings as outstanding beginning April 1, 2019.

(c)Reflects an adjustment to reverse non-recurring transaction costs recorded in Novelis’ statement of operations for the fiscal year ended March 31, 2020 and Aleris’ statement of operations for the year ended December 31, 2019.

(d)The appropriate jurisdictional tax rate was applied to the adjustments based on the nature of the expense. For German Aleris related expenses, an effective tax rate of 30.68% was used. All other Aleris jurisdictions used a rate of zero percent, due to valuation allowances. For US and Swiss Novelis related expenses, an effective tax rate of 23.34% and 30% was used, respectively. The tax rates utilized are not necessarily indicative of the effective tax rate of the combined company. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, repatriation decisions, cash needs, the geographical mix of income and changes in tax law. This determination is preliminary and subject to change based primarily upon the final valuation.