Aleris Corp - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Aleris Corp	ex321-1q1810q.htm
EX-31.2 - EXHIBIT 31.2 - Aleris Corp	ex312-1q1810q.htm
EX-31.1 - EXHIBIT 31.1 - Aleris Corp	ex311-1q1810q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, 2018



¨	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: 333-185443

________________________________________________________________________

Aleris Corporation

(Exact name of registrant as specified in its charter)

________________________________________________________________________



Delaware		27-1539594
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

25825 Science Park Drive, Suite 400 Cleveland, Ohio 44122-7392
(Address of principal executive offices) (Zip Code)

(216) 910-3400

(Registrant’s telephone number, including area code)

________________________________________________________________________

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

(Note: Registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 and 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months, had it been subject to such filing requirements.)

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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



Large accelerated filer	¨		Accelerated filer	¨

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

			Emerging Growth Company	¨

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

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

There were 32,219,528 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March 31, 2018.

ALERIS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

March 31, 2018

TABLE OF CONTENTS




		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Consolidated Balance Sheet (Unaudited) as of March 31, 2018 and December 31, 2017	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2018 and 2017	4
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2018 and 2017	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		46

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ALERIS CORPORATION

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

(in millions, except share and per share data)



ASSETS	March 31, 2018			December 31, 2017
Current Assets
Cash and cash equivalents	$	79.1		$	102.4
Accounts receivable, net	364.2			245.7
Inventories	675.7			631.2
Prepaid expenses and other current assets	80.6			36.1
Total Current Assets	1,199.6			1,015.4
Property, plant and equipment, net	1,470.5			1,470.9
Intangible assets, net	34.1			34.7
Deferred income taxes	69.5			70.7
Other long-term assets	55.1			52.7
Total Assets	$	2,828.8		$	2,644.4

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	341.6		$	299.2
Accrued liabilities	199.9			197.4
Current portion of long-term debt	10.3			9.1
Total Current Liabilities	551.8			505.7
Long-term debt	1,819.1			1,771.4
Deferred revenue	74.0			17.0
Deferred income taxes	6.1			4.0
Accrued pension benefits	173.5			170.2
Accrued postretirement benefits	33.8			34.3
Other long-term liabilities	49.6			49.1
Total Long-Term Liabilities	2,156.1			2,046.0
Stockholders’ Equity
Common stock; par value $.01; 45,000,000 shares authorized; 32,219,528 and 32,001,318 shares issued at March 31, 2018 and December 31, 2017, respectively	0.3			0.3
Preferred stock; par value $.01; 1,000,000 shares authorized; none issued	—			—
Additional paid-in capital	436.6			436.3
Retained deficit	(196.0		)	(203.4		)
Accumulated other comprehensive loss	(120.0		)	(140.5		)
Total Equity	120.9			92.7
Total Liabilities and Equity	$	2,828.8		$	2,644.4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

ALERIS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)



	For the three months ended
	March 31, 2018			March 31, 2017
Revenues	$	802.3		$	674.2
Cost of sales	739.8			588.6
Gross profit	62.5			85.6
Selling, general and administrative expenses	50.6			52.9
Restructuring charges	0.9			0.4
(Gains) losses on derivative financial instruments	(33.9		)	28.2
Other operating expense, net	0.7			1.0
Operating income	44.2			3.1
Interest expense, net	33.8			27.1
Other expense, net	0.4			0.5
Income (loss) before income taxes	10.0			(24.5		)
Provision for income taxes	5.4			10.7
Net income (loss)	$	4.6		$	(35.2	)

Comprehensive income (loss)	$	25.1		$	(25.6	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

ALERIS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)



	For the three months ended
	March 31, 2018			March 31, 2017
Operating activities
Net income (loss)	$	4.6		$	(35.2	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization	34.7			25.7
Provision for deferred income taxes	1.6			6.1
Stock-based compensation expense	0.3			0.6
Unrealized (gains) losses on derivative financial instruments	(33.7		)	7.8
Amortization of debt issuance costs	0.7			0.8
Other	(0.4		)	1.0
Changes in operating assets and liabilities:
Change in accounts receivable	(84.4		)	(50.4		)
Change in inventories	(60.9		)	(66.9		)
Change in other assets	(18.4		)	(0.6		)
Change in accounts payable	44.9			43.8
Change in accrued and other liabilities	76.1			28.7
Net cash used by operating activities	(34.9		)	(38.6		)
Investing activities
Payments for property, plant and equipment	(30.1		)	(62.6		)
Other	(0.2		)	(0.4		)
Net cash used by investing activities	(30.3		)	(63.0		)
Financing activities
Proceeds from revolving credit facilities	133.9			159.5
Payments on revolving credit facilities	(90.0		)	(294.5		)
Proceeds from senior secured notes, inclusive of premiums and discounts	—			263.8
Net payments on other long-term debt	(3.8		)	(2.3		)
Debt issuance costs	—			(1.8		)
Other	—			(1.2		)
Net cash provided by financing activities	40.1			123.5
Effect of exchange rate differences on cash, cash equivalents and restricted cash	1.9			0.6
Net (decrease) increase in cash, cash equivalents and restricted cash	(23.2		)	22.5
Cash, cash equivalents and restricted cash at beginning of period	108.0			55.6
Cash, cash equivalents and restricted cash at end of period	$	84.8		$	78.1

Cash and cash equivalents	$	79.1		$	74.6
Restricted cash (included in “Prepaid expenses and other current assets”)	5.7			3.5
Cash, cash equivalents and restricted cash	$	84.8		$	78.1

The accompanying notes are an integral part of these unaudited consolidated financial statements.

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

1. BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for interim periods contained herein are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The accompanying Consolidated Financial Statements include the accounts of Aleris Corporation and all of its subsidiaries (collectively, except where the context otherwise requires, referred to as “Aleris,” “we,” “us,” “our,” “Company” or similar terms). Aleris Corporation is a holding company and currently conducts its business and operations through its direct wholly owned subsidiary, Aleris International, Inc. and its consolidated subsidiaries. Aleris International, Inc. is referred to herein as “Aleris International.”

Recent Accounting Pronouncements

In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). This guidance gives entities the option to reclassify to retained earnings tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) related to items in accumulated other comprehensive income (“AOCI”) that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Tax Act is recognized, or in the period of adoption. We elected to early adopt ASU 2018-02 in the first quarter of 2018. As we maintain a full valuation allowance against our U.S. deferred tax assets, there was no net impact on retained earnings.

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”). This guidance requires the presentation of all components of net periodic benefit cost, other than service costs, outside of operating income. Upon adoption, only the service cost component of periodic benefit costs are included in operating income and eligible for capitalization in assets. This guidance was adopted in the first quarter of 2018, and $0.5 and $0.3 of pension and postretirement benefit expenses were reclassified from “Cost of sales” and “Selling, general and administrative expenses,” respectively, to “Other expense, net” in the Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2017. The adoption had no impact on reported net income or retained earnings.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). This guidance requires lessees to put most leases on their balance sheets but recognize expense on the income statement in a manner similar to current guidance. The guidance is effective for the Company for fiscal years beginning after December 15, 2018, and a modified retrospective approach is required for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently evaluating the impact the application of ASU 2016-02 will have on the Company’s Consolidated Financial Statements. We expect that the adoption will result in an increase to our long-term assets and long-term liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09” or “ASC 606”), which was the result of a joint project by the FASB and International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. Subsequent accounting standard updates have been issued which amend and/or clarify the application of ASU 2014-09. The Company adopted ASU 2014-09 in the first quarter of 2018. In evaluating the impact of the standard, management has concluded that control has transferred on some of the inventory held on consignment at customer locations or in third-party warehouses. Subsequent to adoption of the standard, revenue has been recognized on such consignment inventory when it is delivered into consignment. We adopted this standard using the modified retrospective approach. The January 1, 2018 adoption of the standard resulted in an increase to accounts receivable, accrued liabilities and deferred income tax liabilities of

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

$28.6, $1.6 and $1.2, respectively, and a decrease in inventory of $23.0. The net impact was recorded as a decrease to retained deficit of $2.8.

The pre-tax impact of the adoption of ASU 2014-09 on our Consolidated Balance Sheet at March 31, 2018 and our Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2018 is as follows:



	Increase (decrease)
Consolidated Balance Sheet
Accounts receivable	$	24.7
Inventories	(21.6		)
Accrued liabilities	1.9
Consolidated Statements of Comprehensive Income (Loss)
Revenues	$	(4.6	)
Cost of goods sold	(3.6		)

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

We generate substantially all of our revenue from the manufacture and shipment of aluminum products to our customers. Sales, value add and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Revenue is recognized when obligations under the terms of a contract (as defined by ASC 606) with our customer are satisfied, which occurs at a point in time when control of the product transfers to the customer. Control may transfer to the customer at various points in the delivery process. In North America, most revenue is recognized at the point of shipment. In Europe and China, the timing of revenue recognition varies depending on individual customer arrangements, and may include point of shipment, delivery to port, final delivery to customer or another point in the delivery process.

Certain contractual arrangements, primarily with customers in our automotive and heat exchanger end-uses, allow for inventory to be held at a customer’s location or in a third-party warehouse with direct customer access. Title does not transfer to the customer on such inventory until the customer has removed the product for consumption. Under such arrangements, management has concluded that control has passed to the customer upon delivery to the customer’s location or the third-party warehouse if the customer has unrestricted access to the product and the Company has the right to invoice that customer after a specified period of time regardless of whether or not the product has been removed by the customer for production.

The transaction price for our products includes the value of the aluminum in the product plus a conversion fee, or rolling margin, which is the price charged to the customer for conversion of the aluminum raw material to the finished product. Certain customer contracts include volume rebates applied retrospectively to quantities purchased during a specified period. The resulting variable consideration from volume rebates is estimated using the expected value method.

As all customer contracts have an original expected duration of less than twelve months, we have applied the practical expedient to the disclosure of the aggregate amount of the transaction price allocated to remaining performance obligations.

Customer payments are due shortly after completion of the performance obligation, on payment terms that are customary for the industry. As all customer payments are due in less than one year, we have not adjusted revenue for the effects of a significant financing component.

The following table discloses the disaggregated revenue from our contracts with customers by major end-use:

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	For the three months ended March 31, 2018
	North America		Europe		Asia Pacific		Intra-entity sales			Total
Aerospace	$	—	$	70.8	$	14.8	$	—		$	85.6
Automotive	26.8		101.3		—		(9.0		)	119.1
Heat exchanger	—		66.0		—		—			66.0
Building and construction	189.2		—		—		—			189.2
Truck trailer	43.8		—		—		—			43.8
Distribution	107.0		—		15.9		—			122.9
Regional plate and sheet	—		109.1		—		—			109.1
Other	47.8		17.9		0.9		—			66.6
	$	414.6	$	365.1	$	31.6	$	(9.0	)	$	802.3

We occasionally receive advance payments to secure product to be delivered in future periods. These advance payments are recorded as deferred revenue, and revenue is recognized as our performance obligations are satisfied throughout the term of the applicable contract. We may also purchase aluminum on our customer’s behalf, sell the unprocessed aluminum to our customer and then process and ship the material, charging a processing fee at the time of shipment. For these arrangements, a single performance obligation exists, and, as a result, amounts invoiced to our customers for the aluminum purchased on their behalf is recorded as deferred revenue until the aluminum is processed and shipped.

The following table details the deferred revenue for which our performance obligations have not been satisfied:



	Total Deferred Revenue
Deferred revenue at January 1, 2018	$	21.4		(a)
Payments received	64.9
Revenue recognized	(4.5		)
Adoption of ASC 606	1.6
Currency and other	0.3
Deferred revenue at March 31, 2018	$	83.7		(a)

(a) Deferred revenue is included in “Deferred revenue” and “Accrued liabilities” in the Consolidated Balance Sheet.

3. INVENTORIES

The components of our “Inventories” as of March 31, 2018 and December 31, 2017 are as follows:



	March 31, 2018		December 31, 2017
Raw materials	$	206.9	$	207.6
Work in process	270.2		210.8
Finished goods	164.3		181.6
Supplies	34.3		31.2
Total inventories	$	675.7	$	631.2

4. LONG-TERM DEBT

Our debt as of March 31, 2018 and December 31, 2017 is summarized as follows:



	March 31, 2018		December 31, 2017
ABL Facility	$	365.9	$	319.3
7 7/8% Senior Notes due 2020, net of discount and deferred issuance costs of $3.1 and $3.3 at March 31, 2018 and December 31, 2017, respectively	437.0		436.7
9 1/2% Senior Secured Notes due 2021, inclusive of net premiums and deferred issuance costs of $0.7 and $0.8 at March 31, 2018 and December 31, 2017, respectively	800.7		800.8
Exchangeable Notes, net of discount of $0.3 at March 31, 2018 and December 31, 2017	44.5		44.5
Zhenjiang Term Loans, net of discount of $0.5 at March 31, 2018 and December 31, 2017	172.1		169.8
Other	9.2		9.4
Total debt	1,829.4		1,780.5
Less: Current portion of long-term debt	10.3		9.1
Total long-term debt	$	1,819.1	$	1,771.4

At March 31, 2018 and December 31, 2017, respectively, $5.7 and $5.6 of cash was restricted for payments of the Zhenjiang Term Loans, all of which was included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheet.

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

5. COMMITMENTS AND CONTINGENCIES

Environmental Proceedings

Our operations are subject to environmental laws and regulations governing air emissions, wastewater discharges, the handling, storage, disposal and remediation of hazardous substances and wastes and employee health and safety. These laws can impose joint and several liability for releases or threatened releases of hazardous substances upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. Given the changing nature of environmental legal requirements, we may be required, from time to time, to take environmental control measures at some of our facilities to meet future requirements.

We have been named as a potentially responsible party in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes and may be named a potentially responsible party in other similar proceedings in the future. It is not anticipated that the costs incurred in connection with the presently pending proceedings will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations or cash flows.

We are performing operations and maintenance at two Superfund sites for matters arising out of past waste disposal activity associated with closed facilities. We are also under orders to perform environmental remediation by agencies in four states and one non-U.S. country at seven sites.

Our reserves for environmental remediation liabilities totaled $21.9 and $22.1 at March 31, 2018 and December 31, 2017, respectively, and have been classified as “Other long-term liabilities” and “Accrued liabilities” in the Consolidated Balance Sheet. Of the environmental liabilities recorded at March 31, 2018 and December 31, 2017, $10.1 and $10.2, respectively, are subject to indemnification by third parties.

In addition to environmental liabilities, we have recorded asset retirement obligations associated with legal requirements related to the retirement of certain assets. Our total asset retirement obligations were $6.2 and $6.1 at March 31, 2018 and December 31, 2017, respectively. The amounts represent the most probable costs of remedial actions. We estimate the costs related to currently identified remedial actions will be paid out primarily over the next 10 years.

Legal Proceedings

We are party to routine litigation and proceedings as part of the ordinary course of business and do not believe that the outcome of any existing proceedings would have a material adverse effect on our financial position, results of operations or cash flows. We have established accruals for those loss contingencies, including litigation and environmental contingencies, for which it has been determined that a loss is probable; none of such loss contingencies is material. For those loss contingencies, including litigation and environmental contingencies, which have been determined to be reasonably possible, an estimate of the possible loss or range of loss cannot be determined because the claims, amount claimed, facts or legal status are not sufficiently developed or advanced in order to make such a determination. While we cannot estimate the loss or range of loss at this time, we do not believe that the outcome of any of these existing proceedings would be material to our financial position, results of operations or cash flows.

6. STOCKHOLDERS’ EQUITY

The following table summarizes the activity within stockholders’ equity for the three months ended March 31, 2018:



	Total Equity
Total equity at January 1, 2018	$	92.7
Net income	4.6
Other comprehensive income	20.5
Stock-based compensation activity	0.3
Adoption of ASC 606	2.8
Total equity at March 31, 2018	$	120.9

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

The following table shows changes in the number of our issued and outstanding shares of common stock:



		Issued and outstanding shares of common stock
Balance at January 1, 2018		32,001,318
Issuance associated with vested restricted stock units		218,210
Balance at March 31, 2018		32,219,528

7. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the activity within accumulated other comprehensive loss for the three months ended March 31, 2018:



	Currency translation			Pension and other postretirement			Total
Balance at January 1, 2018	$	(64.2	)	$	(76.3	)	$	(140.5	)
Current period currency translation adjustments	20.2			(0.6		)	19.6
Amortization of net actuarial losses and prior service costs, net of tax	—			0.9			0.9
Balance at March 31, 2018	$	(44.0	)	$	(76.0	)	$	(120.0	)

A summary of reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2018 is provided below:



Description of reclassifications out of accumulated other comprehensive loss	Amount reclassified
Amortization of net actuarial losses and prior service costs	$	(1.1	)	(a)
Deferred tax benefit on pension and other postretirement liability adjustments	0.2
Losses reclassified into earnings, net of tax	$	(0.9	)

(a) This component of accumulated other comprehensive loss is included in the computation of net periodic benefit expense and net postretirement benefit expense (see Note 11, “Employee Benefit Plans,” for additional detail).

8. SEGMENT INFORMATION

We report three operating segments based on the organizational structure that is used by the chief operating decision maker to evaluate performance, make decisions on resource allocation and for which discrete financial information is available. The Company’s operating segments are North America, Europe and Asia Pacific.

Measurement of Segment Income or Loss and Segment Assets

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in the Consolidated Financial Statements for the year ended December 31, 2017. Our measure of profitability for our operating segments is referred to as segment income. Segment income includes gross profits, segment specific realized gains and losses on derivative financial instruments, segment specific other income and expense, segment specific selling, general and administrative (“SG&A”) expense and an allocation of certain functional SG&A expenses. Segment income excludes provisions for and benefits from income taxes, restructuring items, interest, depreciation and amortization, unrealized and certain realized gains and losses on derivative financial instruments, corporate general and administrative costs, start-up costs, gains and losses on asset sales, currency exchange gains and losses on debt and certain other gains and losses. Intra-entity sales and transfers are recorded at market value. Consolidated cash, restricted cash, net capitalized debt costs, deferred tax assets and assets related to our headquarters offices are not allocated to the segments.

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

Reportable Segment Information

The following table shows our revenues and segment income for the periods presented in our Consolidated Statements of Comprehensive Income (Loss):



Three months ended March 31, 2018	North America		Europe		Asia Pacific		Intra-entity Revenues			Total
Revenues to external customers	$	414.6	$	356.1	$	31.6				$	802.3
Intra-entity revenues	—		9.0		—		$	(9.0	)	—
Total revenues	$	414.6	$	365.1	$	31.6	$	(9.0	)	$	802.3
Segment income	$	41.5	$	28.3	$	2.3				$	72.1

Three months ended March 31, 2017	North America		Europe		Asia Pacific		Intra-entity Revenues			Total
Revenues to external customers	$	348.5	$	302.6	$	23.1				$	674.2
Intra-entity revenues	3.1		6.4		1.1		$	(10.6	)	—
Total revenues	$	351.6	$	309.0	$	24.2	$	(10.6	)	$	674.2
Segment income	$	24.2	$	38.0	$	1.4				$	63.6

The following table reconciles total segment income to “Income (loss) before income taxes” as reported in our Consolidated Statements of Comprehensive Income (Loss):



	For the three months ended
	March 31, 2018			March 31, 2017
Total segment income	$	72.1		$	63.6
Unallocated amounts:
Depreciation and amortization	(34.7		)	(25.7		)
Other corporate general and administrative expenses	(11.2		)	(12.4		)
Restructuring charges	(0.9		)	(0.4		)
Interest expense, net	(33.8		)	(27.1		)
Unallocated gains (losses) on derivative financial instruments	33.7			(7.7		)
Unallocated currency exchange gains (losses)	1.2			(0.1		)
Start-up costs	(16.0		)	(14.5		)
Other expense, net	(0.4		)	(0.2		)
Income (loss) before income taxes	$	10.0		$	(24.5	)

The following table shows our reportable segment assets as of March 31, 2018 and December 31, 2017:



	March 31, 2018		December 31, 2017
Assets
North America	$	1,427.3	$	1,309.9
Europe	791.1		738.4
Asia Pacific	382.9		371.4
Unallocated assets	227.5		224.7
Total consolidated assets	$	2,828.8	$	2,644.4

9. STOCK-BASED COMPENSATION

On June 1, 2010, the Board of Directors of Aleris Corporation approved the Aleris Corporation 2010 Equity Incentive Plan, which has been amended from time to time (the “2010 Equity Plan”). Stock options, restricted stock units and restricted shares have been granted under the 2010 Equity Plan to certain members of management of the Company and directors. All

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

stock options granted have a life not to exceed ten years and generally vest over a period not to exceed four years. Shares of common stock are issued upon stock option exercises from available shares. The restricted stock units also vest over a period not to exceed four years. A portion of the stock options, as well as a portion of the restricted stock units, may vest upon a change in control event should the event occur prior to full vesting of these awards, depending on the amount of vesting that has already occurred at the time of the event in comparison to the change in our largest stockholders’ overall level of beneficial ownership that results from the event.

During the three months ended March 31, 2018, no stock options or restricted stock units were granted. We recorded stock-based compensation expense of $0.3 and $0.6 for the three months ended March 31, 2018 and 2017, respectively.

10. INCOME TAXES

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. Pursuant to the guidance we recognized the provisional effects of the enactment of the Tax Act for which measurement could be reasonably estimated. We continue to monitor certain aspects of the Tax Act and may refine our assessment as a result of any further related regulatory guidance that may be issued by the U.S. Treasury. Pursuant to SAB 118, adjustments to the provisional amounts recorded as of December 31, 2017 that are identified within a subsequent measurement period of up to one year from the enactment date will be included as an adjustment to tax expense from continuing operations in the period the amounts are determined. We recognized no measurement period adjustments during the three months ended March 31, 2018.

The effective tax rates for the three months ended March 31, 2018 and 2017 differed from the federal statutory rate applied to income and losses before income taxes primarily as a result of the mix of income, losses and tax rates between tax jurisdictions and valuation allowances.

We have valuation allowances recorded to reduce certain deferred tax assets to amounts that are more likely than not to be realized. The valuation allowances relate to the potential inability to realize our deferred tax assets associated with amortization and net operating loss carryforwards in the U.S. and net operating loss carryforwards in non-U.S. jurisdictions. We intend to maintain our valuation allowances until sufficient positive evidence exists (such as cumulative positive earnings and estimated future taxable income) to support their reversal.

As of March 31, 2018, we had $4.3 of unrecognized tax benefits. $3.2 of the gross unrecognized tax benefits, if recognized, would affect the annual effective tax rate. We recognize interest and penalties related to uncertain tax positions within “Provision for income taxes” in the Consolidated Statements of Comprehensive Income (Loss). As of March 31, 2018, we had approximately $0.9 of accrued interest related to uncertain tax positions.

The 2009 through 2016 tax years remain open to examination. During the fourth quarter of 2013, a non-U.S. taxing jurisdiction commenced an examination of our tax returns for the tax years ended December 31, 2012, 2011, 2010 and 2009 that is anticipated to be completed within six months of the reporting date. During the second quarter of 2017, another non-U.S. taxing jurisdiction commenced an examination of our tax return for tax year ended December 31, 2015 that is anticipated to be completed within three months of the reporting date.

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

11. EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

The service cost component of net periodic benefit expense is included in “Operating income,” while all other components of net periodic benefit expense are included in “Other expense, net” in the Consolidated Statements of Comprehensive Income (Loss). The components of the net periodic benefit expense are as follows:



	U.S. pension benefits
	For the three months ended
	March 31, 2018			March 31, 2017
Service cost	$	1.1		$	1.0
Interest cost	1.4			1.4
Amortization of net actuarial losses	0.5			0.5
Amortization of prior service cost	0.1			0.1
Expected return on plan assets	(2.6		)	(2.6		)
Net periodic benefit expense	$	0.5		$	0.4



	Non U.S. pension benefits
	For the three months ended
	March 31, 2018		March 31, 2017
Service cost	$	0.7	$	0.9
Interest cost	0.5		0.4
Amortization of net actuarial losses	0.7		0.7
Net periodic benefit expense	$	1.9	$	2.0

Other Postretirement Benefit Plans

The service cost component of net postretirement benefit expense is included in “Operating income,” while all other components of net postretirement benefit expense are included in “Other expense, net” in the Consolidated Statement of Comprehensive Income (Loss). The components of net postretirement benefit expense are as follows:



	For the three months ended
	March 31, 2018			March 31, 2017
Service cost	$	0.1		$	—
Interest cost	0.2			0.3
Amortization of net actuarial gains	(0.2		)	(0.1		)
Amortization of prior service cost	0.1			—
Net postretirement benefit expense	$	0.2		$	0.2

12. DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS

We use forward contracts and options, as well as contractual price escalators, to reduce the risks associated with our metal, natural gas and other supply requirements, as well as fuel costs and certain currency exposures. Generally, we enter into master netting arrangements with our counterparties and offset net derivative positions with the same counterparties against amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under those arrangements in our Consolidated Balance Sheet. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net long-term asset or liability. No cash collateral was posted at March 31, 2018 or December 31, 2017. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the Consolidated Balance Sheet and the net amounts of assets and liabilities presented therein. As of March 31, 2018 and

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

December 31, 2017, there were no amounts subject to an enforceable master netting arrangement or similar agreement that have not been offset in the Consolidated Balance Sheet.



	Fair Value of Derivatives as of
	March 31, 2018						December 31, 2017
Derivatives by Type	Asset			Liability			Asset			Liability
Metal	$	48.1		$	(18.5	)	$	33.5		$	(36.0	)
Energy	0.2			—			0.2			(0.1		)
Currency	3.4			—			1.6			(0.1		)
Total	51.7			(18.5		)	35.3			(36.2		)
Effect of counterparty netting	(18.1		)	18.1			(27.2		)	27.2
Net derivatives as classified in the balance sheet	$	33.6		$	(0.4	)	$	8.1		$	(9.0	)

The fair value of our derivative financial instruments at March 31, 2018 and December 31, 2017 are recorded in the Consolidated Balance Sheet as follows:



Asset Derivatives	Balance Sheet Location	March 31, 2018		December 31, 2017
Metal	Prepaid expenses and other current assets	$	28.5	$	2.2
	Other long-term assets	1.5		4.3
Energy	Prepaid expenses and other current assets	0.2		0.1
Currency	Prepaid expenses and other current assets	1.6		0.8
	Other long-term assets	1.8		0.7
Total		$	33.6	$	8.1


Liability Derivatives	Balance Sheet Location	March 31, 2018		December 31, 2017
Metal	Accrued liabilities	$	—	$	9.0
Metal	Other long-term liabilities	0.4		—
Total		$	0.4	$	9.0

Both realized and unrealized gains and losses on derivative financial instruments are included within “(Gains) losses on derivative financial instruments” in the Consolidated Statements of Comprehensive Income (Loss). Realized losses and (gains) on derivative financial instruments totaled the following:



	For the three months ended
	March 31, 2018			March 31, 2017
Metal	$	1.0		$	19.5
Energy	(0.2		)	0.4
Currency	(1.0		)	0.5

Metal Hedging

The selling prices of the majority of the orders for our products are established at the time of order entry or, for certain customers, under long-term contracts. As the related raw materials used to produce these orders can be purchased several months or years after the selling prices are fixed, margins are subject to the risk of changes in the purchase price of the raw materials used for these fixed price sales. In order to manage this transactional exposure, future, swaps or forward purchase contracts are purchased at the time the selling prices are fixed. As metal is purchased to fill these fixed price sales orders, future, swaps or forward contracts are then sold. We also maintain a significant amount of inventory on-hand to meet anticipated and unpriced future sales. In order to preserve the value of this inventory, future or forward contracts are sold at the time inventory is purchased. As sales orders are priced, future or forward contracts are purchased. These derivatives generally settle within three months. We can also use call option contracts, which function in a manner similar to the natural gas call option contracts

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

discussed below, and put option contracts for managing metal price exposures. Option contracts require the payment of a premium which is recorded as a realized loss upon settlement or expiration of the option contract. Upon settlement of a put option contract, we receive cash and recognize a related gain if the closing price is less than the strike price of the put option. If the put option strike price is less than the closing price, no amount is paid and the option expires. As of March 31, 2018 we had 0.2 million metric tons and 0.2 million metric tons of metal buy and metal sell derivative contracts, respectively. As of December 31, 2017, we had 0.1 million metric tons and 0.2 million metric tons of metal buy and metal sell derivative contracts, respectively.

Energy Hedging

To manage our price exposure for natural gas purchases, we fix the future price of a portion of our natural gas requirements by entering into financial hedge agreements. Under these agreements, payments are made or received based on the differential between the monthly closing price on the New York Mercantile Exchange (“NYMEX”) and the contractual hedge price. We can also use a combination of call option contracts and put option contracts for managing the exposure to increasing natural gas prices while maintaining our ability to benefit from declining prices. Upon settlement of call option contracts, we receive cash and recognize a related gain if the NYMEX closing price exceeds the strike price of the call option. If the call option strike price exceeds the NYMEX closing price, no amount is received and the option expires unexercised. Upon settlement of a put option contract, we pay cash and recognize a related loss if the NYMEX closing price is lower than the strike price of the put option. If the put option strike price is less than the NYMEX closing price, no amount is paid and the option expires unexercised. Option contracts require the payment of a premium which is recorded as a realized loss upon settlement or expiration of the option contract. Natural gas cost can also be managed through the use of cost escalators included in some of our long-term supply contracts with customers, which limits exposure to natural gas price risk. As of March 31, 2018 and December 31, 2017, we had 3.5 trillion of British thermal unit forward buy contracts.

We use independent freight carriers to deliver our products. As part of the total freight charge, these carriers include a per mile diesel surcharge based on the Department of Energy, Energy Information Administration’s (“DOE”) Weekly Retail Automotive Diesel National Average Price. From time to time we may enter into over-the-counter DOE diesel fuel swaps with financial counterparties to mitigate the impact of the volatility of diesel fuel prices on our freight costs. Under these swap agreements, we pay a fixed price per gallon of diesel fuel determined at the time the agreements were executed and receive a floating rate payment that is determined on a monthly basis based on the average price of the DOE Diesel Fuel Index during the applicable month. The swaps are designed to offset increases or decreases in fuel surcharges that we pay to our carriers. All swaps are financially settled. There is no possibility of physical settlement. As of March 31, 2018 and December 31, 2017, we had 3.5 million gallons and 1.5 million gallons of diesel swap contracts, respectively.

Currency Hedging

Our aerospace and heat exchanger businesses expose the U.S. dollar operating results of our European operations to fluctuations in the euro as the sales contracts are generally in U.S. dollars while the costs of production are in euros. In order to mitigate the risk that fluctuations in the euro may have on our business, we have entered into forward currency contracts. As of March 31, 2018 and December 31, 2017, we had euro forward contracts covering a notional amount of €82.6 million and €100.8 million, respectively.

Credit Risk

We are exposed to losses in the event of non-performance by the counterparties to the derivative financial instruments discussed above; however, we do not anticipate any non-performance by the counterparties. The counterparties are evaluated for creditworthiness and risk assessment prior to initiating trading activities with the brokers and periodically throughout each year while actively trading.

Recurring Fair Value Measurements

Derivative contracts are recorded at fair value using quoted market prices and significant other observable inputs. Fair value is defined by FASB Accounting Standards Codification 820, “Fair Value Measurements and Disclosures,” as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Inputs that are both significant to the fair value measurement and unobservable.

We endeavor to use the best available information in measuring fair value. Where appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads, and credit considerations. Such adjustments are generally based on available market evidence and unobservable inputs. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of March 31, 2018 and December 31, 2017, all of our derivative assets and liabilities represent Level 2 fair value measurements.

Other Financial Instruments

The carrying amount, fair values and level in the fair value hierarchy of our other financial instruments at March 31, 2018 and December 31, 2017 are as follows:



	March 31, 2018					December 31, 2017
	Carrying Amount		Fair Value		Level in the Fair Value Hierarchy	Carrying Amount		Fair Value		Level in the Fair Value Hierarchy
Cash and cash equivalents	$	79.1	$	79.1	Level 1	$	102.4	$	102.4	Level 1
Restricted cash	5.7		5.7		Level 1	5.6		5.6		Level 1
ABL Facility	365.9		365.9		Level 2	319.3		319.3		Level 2
7 ⁷/₈% Senior Notes	437.0		432.6		Level 1	436.7		438.1		Level 1
9 ½ % Senior Secured Notes	800.7		834.0		Level 1	800.8		847.3		Level 1
Exchangeable Notes	44.5		45.4		Level 3	44.5		45.4		Level 3
Zhenjiang Term Loans	172.1		172.6		Level 3	169.8		170.3		Level 3

The principal amount of the ABL Facility approximates fair value because the interest rate paid is variable and there have been no significant changes in the credit risk of Aleris International subsequent to the borrowings. The fair values of the 7⁷/8% Senior Notes due 2020 (the “7⁷/8% Senior Notes”) and 9½% Senior Secured Notes due 2021 (the “9½% Senior Secured Notes”) were estimated using market quotations. The fair value of Aleris International’s Exchangeable Notes was estimated using a binomial lattice pricing model based on the fair value of our common stock, a risk-free interest rate of 2.3% and 1.9% as of March 31, 2018 and December 31, 2017, respectively and expected equity volatility of 60% as of March 31, 2018 and December 31, 2017. Expected equity volatility was determined based on historical stock prices and implied and stated volatilities of our peer companies. The principal amount of the Zhenjiang Term Loans approximates fair value because the interest rate paid is variable, is set for periods of six months or less and there have been no significant changes in the credit risk of Aleris Zhenjiang subsequent to the inception of the Zhenjiang Term Loans.

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Aleris Corporation, the direct parent of Aleris International, and certain of its subsidiaries (collectively, the “Guarantor Subsidiaries”) are guarantors of the indebtedness under the 7⁷/8% Senior Notes. Aleris Corporation and each of the Guarantor Subsidiaries have fully and unconditionally guaranteed (subject, in the case of the Guarantor Subsidiaries, to customary release provisions as described below), on a joint and several basis, to pay principal and interest related to the 7⁷/8% Senior Notes and Aleris International and each of the Guarantor Subsidiaries are directly or indirectly 100% owned subsidiaries of Aleris

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)

Corporation. For purposes of complying with the reporting requirements of Aleris International and the Guarantor Subsidiaries, presented below are condensed consolidating financial statements of Aleris Corporation, Aleris International, the Guarantor Subsidiaries, and those other subsidiaries of Aleris Corporation that are not guaranteeing the indebtedness under the 7⁷/8% Senior Notes (the “Non-Guarantor Subsidiaries”). Aleris Corporation and the Guarantor Subsidiaries are also guarantors under the 9½% Senior Secured Notes. The condensed consolidating balance sheets are presented as of March 31, 2018 and December 31, 2017. The condensed consolidating statements of comprehensive income (loss) are presented for the three months ended March 31, 2018 and 2017. The condensed consolidating statements of cash flows are presented for the three months ended March 31, 2018 and 2017.

The guarantee of a Guarantor Subsidiary will be automatically and unconditionally released and discharged in the event of:


▪	any sale of the Guarantor Subsidiary or of all or substantially all of its assets;


▪	a Guarantor Subsidiary being designated as an “unrestricted subsidiary” in accordance with the indentures governing the applicable Senior Notes;


▪	the release or discharge of a Guarantor Subsidiary from its guarantee under the 2015 ABL Facility or other indebtedness that resulted in the obligation of the Guarantor Subsidiary under the indentures governing the applicable Senior Notes; and


▪	the requirements for legal defeasance or covenant defeasance or discharge of the indentures governing the applicable Senior Notes having been satisfied.

Upon the completion of the sale of the recycling and specification alloys business on February 27, 2015, the guarantees of 7⁷/8% Senior Notes of the Guarantor Subsidiaries that were sold were automatically and unconditionally released.

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	As of March 31, 2018
	Aleris Corporation (Parent)		Aleris International, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	—	$	34.7	$	—	$	46.4	$	(2.0	)	$	79.1
Accounts receivable, net	—		0.1		147.2		216.9		—			364.2
Inventories	—		—		335.1		340.6		—			675.7
Prepaid expenses and other current assets	—		5.6		27.7		47.3		—			80.6
Intercompany receivables	—		223.5		85.8		0.9		(310.2		)	—
Total Current Assets	—		263.9		595.8		652.1		(312.2		)	1,199.6
Property, plant and equipment, net	—		—		891.2		579.3		—			1,470.5
Intangible assets, net	—		—		18.2		15.9		—			34.1
Deferred income taxes	—		—		—		69.5		—			69.5
Other long-term assets	—		3.2		8.4		43.5		—			55.1
Investments in subsidiaries	124.7		1,521.4		3.1		—		(1,649.2		)	—
Total Assets	$	124.7	$	1,788.5	$	1,516.7	$	1,360.3	$	(1,961.4	)	$	2,828.8

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	—	$	4.0	$	169.8	$	169.8	$	(2.0	)	$	341.6
Accrued liabilities	—		66.0		65.1		68.8		—			199.9
Current portion of long-term debt	—		—		0.9		9.4		—			10.3
Intercompany payables	3.8		71.3		204.5		30.6		(310.2		)	—
Total Current Liabilities	3.8		141.3		440.3		278.6		(312.2		)	551.8
Long-term debt	—		1,522.2		0.8		296.1		—			1,819.1
Deferred revenue	—		—		74.0		—					74.0
Deferred income taxes	—		—		0.5		5.6					6.1
Accrued pension benefits	—		—		45.0		128.5					173.5
Accrued postretirement benefits	—		—		33.8		—					33.8
Other long-term liabilities	—		0.3		17.2		32.1					49.6
Total Long-Term Liabilities	—		1,522.5		171.3		462.3		—			2,156.1
Total equity	120.9		124.7		905.1		619.4		(1,649.2		)	120.9
Total Liabilities and Equity	$	124.7	$	1,788.5	$	1,516.7	$	1,360.3	$	(1,961.4	)	$	2,828.8

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	As of December 31, 2017
	Aleris Corporation (Parent)		Aleris International, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	—	$	40.3	$	—	$	64.2	$	(2.1	)	$	102.4
Accounts receivable, net	—		0.2		83.0		162.5		—			245.7
Inventories	—		—		286.6		344.6		—			631.2
Prepaid expenses and other current assets	—		3.4		10.0		22.7		—			36.1
Intercompany receivables	—		134.6		46.0		32.4		(213.0		)	—
Total Current Assets	—		178.5		425.6		626.4		(215.1		)	1,015.4
Property, plant and equipment, net	—		—		903.7		567.2		—			1,470.9
Intangible assets, net	—		—		18.8		15.9		—			34.7
Deferred income taxes	—		—		—		70.7		—			70.7
Other long-term assets	—		3.4		8.0		41.3		—			52.7
Investments in subsidiaries	96.3		1,514.4		4.5		—		(1,615.2		)	—
Total Assets	$	96.3	$	1,696.3	$	1,360.6	$	1,321.5	$	(1,830.3	)	$	2,644.4

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	—	$	4.3	$	140.7	$	156.3	$	(2.1	)	$	299.2
Accrued liabilities	—		43.9		75.8		77.7		—			197.4
Current portion of long-term debt	—		—		1.0		8.1		—			9.1
Intercompany payables	3.6		54.8		137.8		16.8		(213.0		)	—
Total Current Liabilities	3.6		103.0		355.3		258.9		(215.1		)	505.7
Long-term debt	—		1,497.0		1.0		273.4		—			1,771.4
Deferred revenue	—		—		17.0		—		—			17.0
Deferred income taxes	—		—		0.2		3.8		—			4.0
Accrued pension benefits	—		—		45.2		125.0		—			170.2
Accrued postretirement benefits	—		—		34.3		—		—			34.3
Other long-term liabilities	—		—		17.2		31.9		—			49.1
Total Long-Term Liabilities	—		1,497.0		114.9		434.1		—			2,046.0
Total equity	92.7		96.3		890.4		628.5		(1,615.2		)	92.7
Total Liabilities and Equity	$	96.3	$	1,696.3	$	1,360.6	$	1,321.5	$	(1,830.3	)	$	2,644.4

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	For the three months ended March 31, 2018
	Aleris Corporation (Parent)			Aleris International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	—		$	414.6		$	396.7		$	(9.0	)	$	802.3
Cost of sales	—			—			390.4			358.4			(9.0		)	739.8
Gross profit	—			—			24.2			38.3			—			62.5
Selling, general and administrative expenses	—			9.0			17.4			24.2			—			50.6
Restructuring charges	—			—			0.7			0.2						0.9
Gains on derivative financial instruments	—			—			(22.8		)	(11.1		)	—			(33.9		)
Other operating expense, net	—			—			0.7			—			—			0.7
Operating (loss) income	—			(9.0		)	28.2			25.0			—			44.2
Interest expense, net	—			—			26.3			7.5			—			33.8
Other (income) expense, net	—			(3.7		)	2.7			1.4			—			0.4
Equity in net earnings of affiliates	(4.6		)	(9.9		)	(0.7		)	—			15.2			—
Income (loss) before income taxes	4.6			4.6			(0.1		)	16.1			(15.2		)	10.0
Provision for income taxes	—			—			0.2			5.2			—			5.4
Net income (loss)	$	4.6		$	4.6		$	(0.3	)	$	10.9		$	(15.2	)	$	4.6

Comprehensive income	$	25.1		$	25.1		$	1.1		$	30.1		$	(56.3	)	$	25.1



	For the three months ended March 31, 2017
	Aleris Corporation (Parent)			Aleris International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	—		$	349.4		$	332.1	$	(7.3	)	$	674.2
Cost of sales	—			—			324.9			271.0		(7.3		)	588.6
Gross profit	—			—			24.5			61.1		—			85.6
Selling, general and administrative expenses	—			0.1			32.4			20.4		—			52.9
Restructuring charges	—			—			0.3			0.1		—			0.4
Losses on derivative financial instruments	—			—			20.0			8.2		—			28.2
Other operating expense, net	—			—			1.0			—		—			1.0
Operating (loss) income	—			(0.1		)	(29.2		)	32.4		—			3.1
Interest expense, net	—			—			20.7			6.4		—			27.1
Other (income) expense, net	—			(0.3		)	(1.5		)	2.3		—			0.5
Equity in net loss (earnings) of affiliates	35.2			35.3			(0.2		)	—		(70.3		)	—
(Loss) income before income taxes	(35.2		)	(35.1		)	(48.2		)	23.7		70.3			(24.5		)
Provision for (benefit from) income taxes	—			0.1			(0.1		)	10.7		—			10.7
Net (loss) income	$	(35.2	)	$	(35.2	)	$	(48.1	)	$	13.0	$	70.3		$	(35.2	)

Comprehensive (loss) income	$	(25.6	)	$	(25.6	)	$	(47.6	)	$	22.2	$	51.0		$	(25.6	)

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	For the three months ended March 31, 2018
	Aleris Corporation (Parent)			Aleris International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided (used) by operating activities	$	0.1		$	(2.9	)	$	6.9		$	2.5		$	(41.5	)	$	(34.9	)
Investing activities
Payments for property, plant and equipment	—			—			(17.8		)	(12.3		)	—			(30.1		)
Disbursements of intercompany loans	—			—			—			(25.0		)	25.0			—
Repayments from intercompany loans	—			—			—			39.5			(39.5		)	—
Equity contributions in subsidiaries	—			(13.2		)	—			—			13.2			—
Return of investment in subsidiaries	—			—			0.1			—			(0.1		)	—
Other	—			—			(0.3		)	0.1			—			(0.2		)
Net cash (used) provided by investing activities	—			(13.2		)	(18.0		)	2.3			(1.4		)	(30.3		)
Financing activities
Proceeds from the revolving credit facilities	—			80.0			—			53.9			—			133.9
Payments on the revolving credit facilities	—			(55.0		)	—			(35.0		)	—			(90.0		)
Payments on other long-term debt	—			—			(0.3		)	(3.5		)	—			(3.8		)
Proceeds from intercompany loans	—			25.0			—			—			(25.0		)	—
Repayments on intercompany loans	—			(39.5		)	—			—			39.5			—
Proceeds from intercompany equity contributions	—			—			13.2			—			(13.2		)	—
Dividends paid	—			—			(2.0		)	(39.6		)	41.6			—
Other	(0.1		)	—			0.2			(0.1		)	—			—
Net cash (used) provided by financing activities	(0.1		)	10.5			11.1			(24.3		)	42.9			40.1
Effect of exchange rate differences on cash, cash equivalents and restricted cash	—			—			—			1.9			—			1.9
Net (decrease) increase in cash, cash equivalents and restricted cash	—			(5.6		)	—			(17.6		)	—			(23.2		)
Cash, cash equivalents and restricted cash at beginning of period	—			40.3			—			69.7			(2.0		)	108.0
Cash, cash equivalents and restricted cash at end of period	$	—		$	34.7		$	—		$	52.1		$	(2.0	)	$	84.8

Cash and cash equivalents	$	—		$	34.7		$	—		$	46.4		$	(2.0	)	$	79.1
Restricted cash (included in “Other current assets”)	—			—			—			5.7			—			5.7
Cash, cash equivalents and restricted cash	$	—		$	34.7		$	—		$	52.1		$	(2.0	)	$	84.8

ALERIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in millions)



	For the three months ended March 31, 2017
	Aleris Corporation (Parent)			Aleris International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided (used) by operating activities	$	1.1		$	303.5		$	(355.6	)	$	11.8		$	0.6		$	(38.6	)
Investing activities
Payments for property, plant and equipment	—			—			(52.7		)	(9.9		)	—			(62.6		)
Equity contributions in subsidiaries	—			(406.6		)	—			—			406.6			—
Return of investments in subsidiaries	—			8.3			5.8			—			(14.1		)	—
Other	—			—			(0.4		)	—			—			(0.4		)
Net cash provided (used) by investing activities	—			(398.3		)	(47.3		)	(9.9		)	392.5			(63.0		)
Financing activities
Proceeds from revolving credit facilities	—			55.0			—			104.5			—			159.5
Payments on revolving credit facilities	—			(185.0		)	—			(109.5		)	—			(294.5		)
Proceeds from senior secured notes, net of discount	—			263.8			—			—			—			263.8
Payments on other long-term debt	—			—			(0.1		)	(2.2		)	—			(2.3		)
Debt issuance costs				(1.8		)	—			—			—			(1.8		)
Proceeds from intercompany equity contributions	—			—			402.6			4.0			(406.6		)	—
Dividends paid	—			—			—			(14.4		)	14.4			—
Other	(1.1		)	—			0.4			(0.5		)	—			(1.2		)
Net cash (used) provided by financing activities	(1.1		)	132.0			402.9			(18.1		)	(392.2		)	123.5
Effect of exchange rate differences on cash, cash equivalents and restricted cash	—			—			—			0.6			—			0.6
Net decrease in cash, cash equivalents and restricted cash	—			37.2			—			(15.6		)	0.9			22.5
Cash, cash equivalents and restricted cash at beginning of period	—			5.5			—			53.3			(3.2		)	55.6
Cash, cash equivalents and restricted cash at end of period	$	—		$	42.7		$	—		$	37.7		$	(2.3	)	$	78.1

Cash and cash equivalents	$	—		$	42.7		$	—		$	34.2		$	(2.3	)	74.6
Restricted cash (included in “Other current assets”)	—			—			—			3.5			—			3.5
Cash, cash equivalents and restricted cash	$	—		$	42.7		$	—		$	37.7		$	(2.3	)	$	78.1



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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our operations as well as the industry in which we operate. Our MD&A is designed to provide a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.

Basis of Presentation

The financial information included in this quarterly report on Form 10-Q represents our consolidated financial position as of March 31, 2018 and December 31, 2017, our consolidated results of operations for the three months ended March 31, 2018 and 2017 and our consolidated cash flows for the three months ended March 31, 2018 and 2017.

Our MD&A includes the following sections:


▪	Our Business - a general description of our operations, our critical measures of financial performance, our segments, and the aluminum industry;


▪	Seasonality and Management Outlook - a brief discussion of the material trends and uncertainties that may impact our business in the future;


▪	Results of Operations - an analysis and discussion of our consolidated and segment operating results for the three months ended March 31, 2018 and 2017 presented in our unaudited consolidated financial statements;


▪	Liquidity and Capital Resources - an analysis and discussion of our cash flows for the three months ended March 31, 2018 and 2017, as well as a brief discussion of our current sources of capital;


▪	Non-GAAP Financial Measures - an analysis and discussion of key financial performance measures, including EBITDA, Adjusted EBITDA and commercial margin (all defined below), as well as reconciliations to the applicable generally accepted accounting principles in the United States (“GAAP”) performance measures;


▪	Critical Accounting Policies and Estimates - a discussion of the accounting policies that require us to make estimates and judgments; and


▪	Off-Balance Sheet Transactions.

This discussion should be read in conjunction with our unaudited consolidated financial statements and notes included elsewhere in this report. The discussions of our financial condition and results of operations also include various forward-looking statements about our industry, the demand for our products and services and our projected results. These statements are based on certain assumptions that we consider reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below, particularly under the caption “–Forward-Looking Statements.”

Our Business

We are a global leader in the manufacture and sale of aluminum rolled products, with 13 production facilities located throughout North America, Europe and China. Our product portfolio ranges from the most technically demanding heat treated plate and sheet used in mission-critical applications to sheet produced through our low-cost continuous cast process. We possess a combination of technically advanced, flexible and low-cost manufacturing operations supported by an industry-leading research and development (“R&D”) platform. Our facilities are strategically located to serve our customers globally. Our diversified customer base includes a number of industry-leading companies in the aerospace, automotive, truck trailer and building and construction end-uses. Our technological and R&D capabilities allow us to produce the most technically demanding products, many of which require close collaboration and, in some cases, joint development with our customers.

London Metal Exchange (“LME”) aluminum prices and regional premium differentials (referred to as “Midwest Premium” in the U.S. and “Rotterdam Premium” in Europe) serve as the pricing mechanisms for both the aluminum we purchase and the products we sell. In addition, we depend on scrap for our operations, which is typically priced in relation to prevailing LME prices, but may also be priced at a discount to LME aluminum (depending upon the quality of the material supplied). Aluminum and other metal costs represented approximately 68% of our costs of sales for the three months ended March 31, 2018. Aluminum prices are determined by worldwide forces of supply and demand and, as a result, aluminum prices are volatile. Average LME aluminum prices per ton for the three months ended March 31, 2018 and 2017 were $2,159 and $1,850, respectively, which represents an increase of approximately 17%. As our invoiced prices are, in most cases, established months prior to physical delivery, the impact of aluminum price changes on our revenues may not correspond to LME and regional premium price changes for the applicable period.

Our business model strives to reduce the impact of aluminum price fluctuations on our financial results and protect and stabilize our margins, principally through pass-through pricing (market-based aluminum price plus a conversion fee) and derivative financial instruments.

As a result of using LME aluminum prices and regional premium differentials to both buy our raw materials and to sell our products, we are able to pass through aluminum price changes in the majority of our commercial transactions. Consequently, while our revenues can fluctuate significantly as aluminum prices change, we would expect the impact of these price changes on our profitability to be less significant. Approximately 93% of our sales for the year ended December 31, 2017 were generated from aluminum pass-through arrangements. In addition to using LME prices and regional premiums to establish our invoice prices to customers, we use derivative financial instruments to further reduce the impacts of changing aluminum prices. Derivative financial instruments are entered into at the time fixed prices are established for aluminum purchases or sales, on a net basis, and allow us to fix the margin to be realized on our long-term contracts and on short-term contracts where selling prices are not established at the same time as the physical purchase price of aluminum. However, as we have elected not to account for our derivative financial instruments as hedges for accounting purposes, changes in the fair value of our derivative financial instruments are included in our results of operations immediately. These changes in fair value (referred to as “unrealized gains and losses”) can have a significant impact on our pre-tax income in the same way LME aluminum and regional premium prices can have a significant impact on our revenues. In assessing the performance of our operating segments, we exclude these unrealized gains and losses, electing to include them only at the time of settlement to better match the period in which the underlying physical purchases and sales affect earnings.

Although our business model strives to reduce the impact of aluminum price fluctuations on our financial results, it cannot eliminate the impact completely. For example, at times the profitability of our North America segment is impacted by changes in scrap aluminum prices whose movement may not be correlated to movements in LME prices. Furthermore, certain segments are exposed to variability in the previously mentioned regional premium differentials charged by industry participants to deliver aluminum from the smelter to the manufacturing facility. This premium differential fluctuates in relation to several conditions, including the extent of warehouse financing transactions, which limit the amount of physical metal flowing to consumers and increases the price differential as a result. In addition to impacting the price we pay for the raw materials we purchase, our customers may be reluctant to place orders with us during times of uncertainty in the pricing of the Midwest Premium or Rotterdam Premium.

For additional information on the key factors impacting our profitability, see “–Critical Measures of Our Financial Performance” and “–Our Segments,” below.

Critical Measures of Our Financial Performance

The financial performance of our operating segments is the result of several factors, the most critical of which are as follows:


▪	volumes;


▪	commercial margins; and


▪	cash conversion costs.

The financial performance of our business is determined, in part, by the volume of metric tons shipped and processed. Increased production volume will result in lower per unit costs, while higher shipped volumes will result in additional revenue and associated margins. As a significant component of our revenue is derived from aluminum prices that we generally pass through to our customers, we measure the performance of our segments based upon a percentage of commercial margin and commercial margin per ton in addition to a percentage of revenue and revenue per ton. Commercial margin removes the hedged cost of the metal we purchase and metal price lag (defined below) from our revenue. Commercial margins capture the value-added components of our business and are impacted by factors, including

rolling margins (the fee we charge to convert aluminum), product yields from our manufacturing process, the value-added mix of products sold and scrap spreads, which management are able to influence more readily than aluminum prices and, therefore, provide another basis upon which certain elements of our segments’ performance can be measured.

Although our conversion fee-based pricing model is designed to reduce the impact of changing primary aluminum prices, we remain susceptible to the impact of these changes and changes in regional premium differentials on our operating results. This exposure exists because of changes in metal prices during the period of time between the pricing of our metal purchases, the holding and processing of the metal, and the pricing of the finished product for sale to our customer. As we typically purchase metal prior to having a fixed selling price, and value our inventories under the first-in, first-out method, this lag will, generally, increase our earnings in times of rising aluminum prices and decrease our earnings in times of declining aluminum prices.

Our exposure to changing primary aluminum prices and premium differentials, both in terms of liquidity and operating results, is greater for fixed price sales contracts and other sales contracts where aluminum price changes are not able to be passed along to our customers. In addition, our operations require that a significant amount of inventory be kept on hand to meet future production requirements. This base level of inventory is also susceptible to changing primary aluminum prices and regional premium differentials to the extent it is not committed to fixed price sales orders.

In order to reduce these exposures, we focus on reducing working capital and offsetting future physical purchases and sales. We also use various derivative financial instruments designed to reduce the impact of changing primary aluminum prices on these net physical purchases and sales and on inventory for which a fixed sale price has not yet been determined. Our risk management practices reduce but do not eliminate our exposure to changing primary aluminum prices. In addition, exchanges have only recently begun to offer derivative financial instruments to hedge premium differentials. These markets are becoming more liquid and we are beginning to use these markets in our risk management practices. At this time, however, derivative financial instruments are not available to effectively hedge against changing scrap prices. While we have limited our exposure to unfavorable aluminum price changes, we have also limited our ability to benefit from favorable price changes. Further, our counterparties may require that we post cash collateral if the fair value of our derivative liabilities exceed the amount of credit granted by each counterparty, thereby reducing our liquidity. As of March 31, 2018 and December 31, 2017, no cash collateral was posted.

We refer to the difference between the price of primary aluminum included in our revenues and the estimated price of aluminum impacting our cost of sales, net of realized gains and losses from our hedging activities, as “metal price lag.” The aluminum price used in the metal price lag calculation for all segments includes the regional premium. Metal price lag will, generally, increase our earnings and net income and loss attributable to Aleris Corporation before interest, taxes, depreciation and amortization and income from discontinued operations, net of tax (“EBITDA”) in times of rising aluminum prices and decrease our earnings and EBITDA in times of declining aluminum prices. We seek to reduce this impact through the use of derivative financial instruments. We exclude metal price lag from our determination of Adjusted EBITDA because it is not an indicator of the performance of our underlying operations. We also exclude the impact of metal price lag from our measurement of commercial margin to more closely align the metal prices inherent in our sales prices to those included in our cost of sales.

In addition to rolling margins and product mix, commercial margins are impacted by the differences between changes in the prices of primary and scrap aluminum, as well as the availability of scrap aluminum, particularly in our North America segment where aluminum scrap is used more frequently than in our European and Asia Pacific operations. As we price our product using the prevailing price of primary aluminum but purchase large amounts of scrap aluminum to produce our products, we benefit when primary aluminum price increases exceed scrap price increases. Conversely, when scrap price increases exceed primary aluminum price increases, our commercial margin will be negatively impacted. The difference between the price of primary aluminum and scrap prices is referred to as the “scrap spread” and is impacted by the effectiveness of our scrap purchasing activities, the supply of scrap available and movements in the terminal commodity markets, such as the price of aluminum.

Our operations are labor intensive and also require a significant amount of energy (primarily natural gas and electricity) be consumed to melt scrap or primary aluminum and to re-heat and roll aluminum slabs into rolled products. As a result, we incur a significant amount of fixed and variable labor and overhead costs which we refer to as conversion costs. Conversion costs excluding depreciation expense, or cash conversion costs, on a per ton basis, are a critical measure of the effectiveness of our operations.

Commercial margin, EBITDA and Adjusted EBITDA are non-GAAP financial measures that have limitations as analytical tools and should be considered in addition to, and not in isolation, or as a substitute for, or as superior to, our measures of financial performance prepared in accordance with GAAP. For additional information regarding non-GAAP financial measures, see “–Non-GAAP Financial Measures.”

Our Segments

We report three operating segments based on the organizational structure that we use to evaluate performance, make decisions on resource allocations and perform business reviews of financial results. The Company’s operating segments (each of which is considered a reportable segment) are North America, Europe and Asia Pacific.

In addition to analyzing our consolidated operating performance based upon revenues and Adjusted EBITDA, we measure the performance of our operating segments using segment income, segment Adjusted EBITDA and commercial margin. Segment income includes gross profits, segment specific realized gains and losses on derivative financial instruments, segment specific other income and expense, segment specific selling, general and administrative (“SG&A”) expenses and an allocation of certain functional SG&A expenses. Segment income excludes provisions for and benefits from income taxes, restructuring items, interest, depreciation and amortization, unrealized and certain realized gains and losses on derivative financial instruments, corporate general and administrative costs, start-up costs, gains and losses on asset sales, currency exchange gains and losses on debt and certain other gains and losses. Intra-entity sales and transfers are recorded at market value. Consolidated cash, restricted cash, net capitalized debt costs, deferred tax assets and assets related to our headquarters offices are not allocated to the segments.

Segment Adjusted EBITDA eliminates from segment income the impact of metal price lag. Commercial margin represents revenues less the hedged cost of metal, or the raw material costs included in our cost of sales, net of the impact of our hedging activities and the effects of metal price lag. Segment Adjusted EBITDA and commercial margin are non-GAAP financial measures that have limitations as analytical tools and should be considered in addition to, and not in isolation, or as a substitute for, or as superior to, our measures of financial performance prepared in accordance with GAAP. Management uses segment Adjusted EBITDA in managing and assessing the performance of our business segments and overall business and believes that segment Adjusted EBITDA provides investors and other users of our financial information with additional useful information regarding the ongoing performance of the underlying business activities of our segments, as well as comparisons between our current results and results in prior periods. Management also uses commercial margin as a performance metric and believes that it provides useful information regarding the performance of our segments because it measures the estimated price at which we sell our aluminum products above the hedged cost of the metal and the effects of metal price lag, thereby reflecting the value-added components of our commercial activities independent of aluminum prices which we cannot control.

For additional information regarding non-GAAP financial measures, see “–Non-GAAP Financial Measures.”

North America

Our North America segment consists of nine manufacturing facilities located throughout the United States that produce rolled aluminum and coated products for the building and construction, truck trailer, automotive, consumer durables, other general industrial and distribution end-uses. Substantially all of our North America segment’s products are manufactured to specific customer requirements, using continuous cast and direct-chill technologies that provide us with significant flexibility to produce a wide range of products. Specifically, those products are integrated into, among other applications, building products, truck trailers, appliances, cars and recreational vehicles.

We are continuing to implement our previously announced project to add autobody sheet (“ABS”) capabilities at our aluminum rolling mill in Lewisport, Kentucky (the “North America ABS Project”). We have invested approximately $425.0 million to build a new wide cold mill, two continuous annealing lines with pre-treatment (each, a “CALP”) and an automotive innovation center at this facility. We have completed the construction and installation and are significantly through commissioning of the facility’s second CALP. We have also invested in upgrades to other key non-ABS equipment at the facility, including upgrading our ingot scalper and pre-heating furnaces and widening the hot mill, to capture additional opportunities. The Lewisport facility has started to ship autobody sheet and wide non-autobody sheet to customers using the re-engineered hot mill, the new wide cold mill and the first of the two CALPs. The investments position us to meet significant growth in demand for ABS in North America as the automotive industry pursues broader aluminum use for the production of lighter, more fuel-efficient vehicles.

In connection with the North America ABS Project, the segment has been incurring costs associated with start-up activities, including the design and development of new products and processes, the manufacture of commissioning and qualification products, and the development of sales and marketing efforts necessary to enter this new end-use. These start-up costs have been excluded from segment Adjusted EBITDA and segment income.

Key operating and financial information for the segment is presented below:



	For the three months ended
	March 31, 2018			March 31, 2017
North America	(dollars in millions, except per ton measures, volume in thousands of tons)
Metric tons of finished product shipped	119.5			114.5

Revenues	$	414.6		$	351.6
Hedged cost of metal	(244.9		)	(207.4		)
Favorable metal price lag	(7.4		)	(0.9		)
Commercial margin	$	162.3		$	143.3
Commercial margin per metric ton shipped	$	1,357.6		$	1,251.1

Segment income	$	41.5		$	24.2
Favorable metal price lag	(7.4		)	(0.9		)
Segment Adjusted EBITDA (1)	$	34.1		$	23.3
Segment Adjusted EBITDA per metric ton shipped	$	285.1		$	203.2

Start-up costs	$	14.5		$	13.0


(1)	Amounts may not foot as they represent the calculated totals based on actual amounts and not the rounded amounts presented in this table.

Europe

Our Europe segment consists of two world-class aluminum rolling mills, one in Germany and the other in Belgium, and an aluminum cast house in Germany. The segment produces aerospace plate and sheet, ABS, clad brazing sheet (clad aluminum material used for, among other applications, vehicle radiators and HVAC systems) and heat-treated plate for engineered product applications. Substantially all of our Europe segment’s products are manufactured to specific customer requirements using direct-chill ingot cast technologies that allow us to use and offer a variety of alloys and products for a number of technically demanding end-uses.

Key operating and financial information for the segment is presented below:



	For the three months ended
	March 31, 2018			March 31, 2017
Europe	(dollars in millions, except per ton measures, volume in thousands of tons)
Metric tons of finished product shipped	85.4			79.7

Revenues	$	365.1		$	309.0
Hedged cost of metal	(213.4		)	(168.1		)
Favorable metal price lag	(1.4		)	(0.7		)
Commercial margin	$	150.3		$	140.2
Commercial margin per metric ton shipped	$	1,760.3		$	1,759.7

Segment income	$	28.3		$	38.0
Favorable metal price lag	(1.4		)	(0.7		)
Segment Adjusted EBITDA (1)	$	26.9		$	37.3
Segment Adjusted EBITDA per metric ton shipped	$	315.1		$	467.8


(1)	Amounts may not foot as they represent the calculated totals based on actual amounts and not the rounded amounts presented in this table.

Asia Pacific

Our Asia Pacific segment consists of the Zhenjiang rolling mill that produces technically demanding and value-added plate products for the aerospace, semi conductor equipment, general engineering, distribution and other

transportation end-uses worldwide. Substantially all of our Asia Pacific segment’s products are manufactured to specific customer requirements using direct-chill ingot cast technologies that allow us to use and offer a variety of alloys and products principally for aerospace and also for a number of other technically demanding end-uses.

Key operating and financial information for the segment is presented below:



	For the three months ended
	March 31, 2018			March 31, 2017
Asia Pacific	(dollars in millions, except per ton measures, volume in thousands of tons)
Metric tons of finished product shipped	6.4			5.5

Revenues	$	31.6		$	24.2
Hedged cost of metal	(18.5		)	(13.2		)
Favorable metal price lag	(0.2		)	(0.5		)
Commercial margin	$	12.9		$	10.5
Commercial margin per metric ton shipped	$	1,997.2		$	1,907.2

Segment income	$	2.3		$	1.4
Favorable metal price lag	(0.2		)	(0.5		)
Segment Adjusted EBITDA (1)	$	2.1		$	0.9
Segment Adjusted EBITDA per metric ton shipped	$	333.6		$	170.4

(1) Amounts may not foot as they represent the calculated totals based on actual amounts and not the rounded amounts presented in this table.

The Aluminum Industry

Aluminum is a widely-used, attractive industrial material. Compared to several alternative metals such as steel and copper, aluminum is lightweight, has a high strength-to-weight ratio and is resistant to corrosion. Aluminum can be recycled repeatedly without any material decline in performance or quality. The recycling of aluminum delivers energy and capital investment savings relative to both the cost of producing primary aluminum and many other competing materials. The penetration of aluminum into a wide variety of applications continues to grow. We believe several factors support fundamental long-term growth in aluminum consumption in the end-uses we serve.

The global aluminum industry consists of primary aluminum producers with bauxite mining, alumina refining and aluminum smelting capabilities; aluminum semi-fabricated products manufacturers, including aluminum casters, recyclers, extruders and flat rolled products producers; and integrated companies that are present across multiple stages of the aluminum production chain. The industry is cyclical and is affected by global economic conditions, industry competition and product development.

Primary aluminum prices are determined by worldwide forces of supply and demand and, as a result, are volatile. This volatility has a significant impact on the profitability of primary aluminum producers whose selling prices are typically based upon prevailing LME prices while their costs to manufacture are not highly correlated to LME prices. We participate in select segments of the aluminum fabricated products industry, focusing on aluminum rolled products. We do not smelt aluminum, nor do we participate in other upstream activities, including mining bauxite or refining alumina. Since the majority of our products are sold on a market-based aluminum price plus conversion fee basis, we are less exposed to aluminum price volatility.

Seasonality and Management Outlook

Demand for certain end-uses we serve, particularly building and construction, is seasonal. This typically results in higher operating income in our second and third quarters, followed by our first and fourth quarters.

We estimate that segment income and Adjusted EBITDA for the second quarter of 2018 will be meaningfully higher than the second quarter of 2017 from expected increases in global automotive and North America building and construction and distribution volumes, as well as favorable metal spreads. We continue to expect that full year segment income and Adjusted EBITDA will be substantially higher than the full year of 2017. Factors influencing anticipated performance include:


▪	commercial shipments from the new North America automotive assets are expected to show significant ramp up in the second half of 2018 based on committed volumes;


▪	global aerospace volumes are expected to benefit from higher aircraft production rates and new global, multi-year customer contracts after inventory destocking subsides in the second half of the year;


▪	European automotive demand is expected to benefit from new model launches and less capacity reserved to support Lewisport’s ramp up;


▪	favorable year-over-year scrap spreads are expected in North America, particularly through the second quarter of 2018;


▪	a weaker U.S. dollar is expected to negatively impact results in 2018.

Capital expenditures during the second quarter of 2018 are expected to be lower than the second quarter of 2017. We expect 2018 capital spending of approximately $125.0 million to $140.0 million excluding capitalized interest, including $30.1 million spent in the first quarter.

Other Recent Developments

On April 6, 2018, the U.S. Treasury Department announced that it was implementing sanctions on various Russian individuals and companies they own and control, including United Company Rusal Plc with whom we do business through its subsidiaries. On April 23, 2018, the U.S. Treasury Department issued General License 14, which extends the wind-down period and permits operations to continue with Rusal until October 23, 2018. While we expect to be able to meet our aluminum consumption requirements, we continue to evaluate the risk of temporary supply disruptions as a result of the sanctions and are evaluating alternative sources of supply, where appropriate.

Results of Operations

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

Revenues for the three months ended March 31, 2018 increased $128.1 million when compared to the prior year period. The higher average price of aluminum included in our invoiced prices increased revenues approximately $70.0 million and a weaker average U.S. dollar favorably impacted the translation of our European and Asia Pacific-based revenues, increasing revenues approximately $35.0 million. In addition, a 6% increase in volumes, partially offset by a weaker mix of products sold, increased revenues approximately $23.0 million. In North America, building and construction volumes increased 7% as a result of favorable demand and improved operating performance and distribution volumes increased 8% as prior year sales were impacted by a strategic build of inventory in advance of an extended planned outage at our Lewisport facility. In Europe, improved automotive demand, resulting from new multi-year supply agreements and customer model launches, increased volumes 28%, while continued supply chain destocking reduced aerospace volumes by 9%. These increases were partially offset by a $2.0 million decrease in rolling margins. Rolling margins were affected by pricing pressure in the European aerospace spot markets and the contractual pricing in our multi-year automotive and aerospace supply agreements.

The following table presents the estimated impact of key factors that resulted in the 19% increase in our consolidated first quarter revenues from 2017 to 2018:



	North America					Europe					Asia Pacific				Consolidated
	$			%		$			%		$		%		$			%
	(dollars in millions)
LME / aluminum pass-through	$	46.0		13	%	$	22.0		7	%	$	2.0	8	%	$	70.0		10	%
Commercial price	2.0			1		(4.0		)	(1	)	—		—		(2.0		)	—
Volume / mix	17.0			5		1.0			—		5.0		21		23.0			3
Currency	—			—		35.0			11		—		—		35.0			5
Other	(2.0		)	(1	)	2.1			—		0.4		2		0.5			—
Total	$	63.0		18	%	$	56.1		18	%	$	7.4	31	%	$	126.5		19	%
Intra-entity revenues															1.6			—
Total															$	128.1		19	%

Gross profit for the three months ended March 31, 2018 was $62.5 million compared to $85.6 million for the three months ended March 31, 2017. Metal price lag had an estimated $11.6 million unfavorable impact on gross profit for the three

months ended March 31, 2018 when compared to the three months ended March 31, 2017. The unfavorable impact from metal price lag excludes the realized gains and losses on metal derivative financial instruments, which are classified separately on the Consolidated Statements of Comprehensive Income (Loss). The following table presents the estimated impact of metal price lag on our Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2018 and 2017:



		For the three months ended
		March 31, 2018			March 31, 2017			Change
Location in consolidated statements of comprehensive income (loss)		(dollars in millions)
Gross profit	Favorable metal price lag	$	10.0		$	21.6		$	(11.6	)
(Gains) losses on derivative financial instruments	Realized losses on metal derivatives	(1.0		)	(19.5		)	18.5
	Favorable metal price lag net of realized derivative losses	$	9.0		$	2.1		$	6.9

Gross margin was also affected by an $8.6 million increase in depreciation expense, as assets related to the North America ABS Project were placed in service and a $6.2 million increase in start-up costs, primarily attributable to the North America ABS Project. In addition, an unfavorable mix of products sold and unfavorable cost absorption, resulting from better operating performance that drove working capital initiatives and decreased finished goods inventory in Europe, more than offset improved volumes, decreasing gross profit approximately $2.0 million. These decreases to gross margin were partially offset by the net favorable impact of lower rolling margins and favorable metal spreads that increased gross profit approximately $7.0 million.

Selling, general and administrative (“SG&A”) expenses were $50.6 million for the three months ended March 31, 2018 compared to $52.9 million for the three months ended March 31, 2017. The $2.3 million decrease resulted from a $4.7 million decrease in SG&A start-up costs associated with the North America ABS Project partially offset by a $2.0 million increase in labor costs.

During the three months ended March 31, 2018 and 2017, we recorded realized (gains) losses on derivative financial instruments of $(0.2) million and $20.3 million, respectively, and unrealized (gains) losses of $(33.7) million and $7.8 million, respectively. Generally, our realized gains or losses represent the cash paid or received upon settlement of our derivative financial instruments. Unrealized gains or losses reflect the change in the fair value of derivative financial instruments from the later of the end of the prior period or our entering into the derivative instrument as well as the reversal of previously recorded unrealized gains or losses for derivatives that settled during the period.

Net interest expense increased $6.7 million resulting from the issuance of $250.0 million of 9½% Senior Secured Notes (defined below) in the first quarter of 2017, additional borrowings on the ABL Facility (defined below) and a decrease in capitalized interest.

Our effective tax rates were 54.0% and (43.2)% for the three months ended March 31, 2018 and 2017, respectively. The effective tax rates for the three months ended March 31, 2018 and 2017 differed from the federal statutory rate applied to income and losses before income taxes primarily as a result of the mix of income, losses and tax rates between tax jurisdictions and valuation allowances.

The following table presents key financial and operating data on a consolidated basis for the three months ended March 31, 2018 and 2017:



	For the three months ended
	March 31, 2018			March 31, 2017			Change			% Change
	(dollars in millions)
Revenues	$	802.3		$	674.2		$	128.1		19	%
Cost of sales	739.8			588.6			151.2			26
Gross profit	62.5			85.6			(23.1		)	(27	)
Gross profit as a percentage of revenues	7.8		%	12.7		%	(4.9		)%	(39	)
Selling, general and administrative expenses	50.6			52.9			(2.3		)	(4	)
Restructuring charges	0.9			0.4			0.5			125
(Gains) losses on derivative financial instruments	(33.9		)	28.2			(62.1		)	(220	)
Other operating expense, net	0.7			1.0			(0.3		)	(30	)
Operating income	44.2			3.1			41.1			*
Interest expense, net	33.8			27.1			6.7			25
Other expense, net	0.4			0.5			(0.1		)	(20	)
Income (loss) before income taxes	10.0			(24.5		)	34.5			(141	)
Provision for income taxes	5.4			10.7			(5.3		)	(50	)
Net income (loss)	$	4.6		$	(35.2	)	$	39.8		(113	)%

Total segment income	$	72.1		$	63.6		$	8.5		13	%
Depreciation and amortization	(34.7		)	(25.7		)	(9.0		)	35
Other corporate general and administrative expenses	(11.2		)	(12.4		)	1.2			(10	)
Restructuring charges	(0.9		)	(0.4		)	(0.5		)	125
Interest expense, net	(33.8		)	(27.1		)	(6.7		)	25
Unallocated gains (losses) on derivative financial instruments	33.7			(7.7		)	41.4			*
Unallocated currency exchange gains (losses)	1.2			(0.1		)	1.3			*
Start-up costs	(16.0		)	(14.5		)	(1.5		)	10
Other expense, net	(0.4		)	(0.2		)	(0.2		)	*
Income (loss) before income taxes	$	10.0		$	(24.5	)	$	34.5		(141	)%

Segment Revenues and Shipments

The following tables present revenues and metric tons of finished product shipped by segment:



	For the three months ended
	March 31, 2018			March 31, 2017			Change			% Change
Revenues:	(dollars in millions, metric tons in thousands)
North America	$	414.6		$	351.6		$	63.0		18	%
Europe	365.1			309.0			56.1			18
Asia Pacific	31.6			24.2			7.4			31
Intra-entity revenues	(9.0		)	(10.6		)	1.6			(15	)
Consolidated revenues	$	802.3		$	674.2		$	128.1		19	%

Metric tons of finished product shipped:
North America	119.5			114.5			5.0			4	%
Europe	85.4			79.7			5.7			7
Asia Pacific	6.4			5.5			0.9			16
Intra-entity shipments	(2.0		)	(1.4		)	(0.6		)	43
Total metric tons of finished product shipped	209.3			198.3			11.0			6	%

North America Revenues

North America revenues for the three months ended March 31, 2018 increased $63.0 million compared to the three months ended March 31, 2017. This increase was primarily due to the following:


▪	higher aluminum prices included in the invoiced price of products sold increased revenues approximately $46.0 million;

▪

a 4% increase in volumes increased revenues approximately $17.0 million. Building and construction volumes increased 7% as a result of favorable demand and improved operating performance. Distribution volumes increased 8% as prior year sales were affected by a strategic build of inventory in advance of an extended planned outage at our Lewisport facility. In addition, automotive volumes were up 48%, primarily due to commercial shipments from the first CALP in Lewisport. However, while the North America ABS Project remains in its start-up phase, revenues from automotive shipments will offset start-up costs, and therefore have no impact on segment income; and


▪	improved rolling margins increased revenues approximately $2.0 million.

Europe Revenues

Europe revenues for the three months ended March 31, 2018 increased $56.1 million compared to the three months ended March 31, 2017. This increase was primarily due to the following:


▪	a weaker average U.S. dollar favorably impacted the translation of euro-based revenues by approximately $35.0 million;


▪	higher aluminum prices included in the invoiced price of products sold increased revenues approximately $22.0 million; and


▪	a 7% increase in volumes increased revenues approximately $1.0 million. New multi-year supply agreements as well as model launches resulted in a 28% increase in automotive volumes. This increase was partially offset by both the continued supply chain destocking that decreased aerospace volumes 9% and a weaker mix of aerospace products sold.

These increases were partially offset by lower rolling margins that decreased revenue approximately $4.0 million. The lower rolling margins resulted from pricing pressure in the aerospace spot market and the contractual pricing in our multi-year automotive and aerospace supply agreements.

Asia Pacific Revenues

Asia Pacific revenues for the three months ended March 31, 2018 increased $7.4 million compared to the three months ended March 31, 2017. This increase was primarily due to the following:


▪	an increase in volumes, including a 21% increase in aerospace shipments, that increased revenues approximately $5.0 million; and


▪	higher aluminum prices included in the invoiced price of products sold increased revenues approximately $2.0 million.

Segment Income and Gross Profit

For the three months ended March 31, 2018 and 2017, segment income and our reconciliation of segment income to gross profit are presented below:



	For the three months ended
	March 31, 2018			March 31, 2017			Change			% Change
Segment income:	(dollars in millions)
North America	$	41.5		$	24.2		$	17.3		71	%
Europe	28.3			38.0			(9.7		)	(26	)
Asia Pacific	2.3			1.4			0.9			64
Total segment income	72.1			63.6			8.5			13
Items excluded from segment income and included in gross profit:
Depreciation	(31.8		)	(23.3		)	(8.5		)	36
Start-up costs	(10.6		)	(4.4		)	(6.2		)	141
Other	—			0.2			(0.2		)	*
Items included in segment income and excluded from gross profit:
Segment selling, general and administrative expenses	31.1			27.9			3.2			11
Realized (losses) gains on derivative financial instruments	(0.2		)	20.4			(20.6		)	(101	)
Other	1.9			1.2			0.7			58
Gross profit	$	62.5		$	85.6		$	(23.1	)	(27	)%

* Result is not meaningful.

North America Segment Income

North America segment income for the three months ended March 31, 2018 increased $17.3 million compared to the three months ended March 31, 2017. The increase was primarily due to the following:


▪	improved rolling margins and favorable scrap spreads, which resulted from rising aluminum prices, improved scrap availability and strategic metal purchasing decisions, increased segment income approximately $11.0 million;


▪	a favorable change in metal price lag compared to the prior year period increased segment income approximately $6.5 million; and


▪	higher volumes increased segment income approximately $3.0 million.

These increases were offset by significantly higher freight costs and wage inflation that decreased segment income by approximately $3.0 million.

Europe Segment Income

Europe segment income for the three months ended March 31, 2018 decreased $9.7 million compared to the three months ended March 31, 2017. The decrease was primarily due to the following:


▪	better operating performance drove successful working capital initiatives that continued to reduce finished good inventory levels, resulting in unfavorable cost absorption of approximately $5.0 million;


▪	lower rolling margins decreased segment income approximately $4.0 million;


▪	an unfavorable mix of aerospace products sold and lower overall aerospace volumes more than offset the impact of improved automotive volumes and decreased segment income approximately $2.0 million; and


▪	the net impact of a weaker U.S. dollar decreased segment income approximately $1.0 million.

These decreases were partially offset by the following:


▪	productivity gains from improved operational stability and cost optimization, which more than offset inflation, resulting in increased segment income of approximately $2.0 million; and


▪	a favorable change in metal price lag compared to the prior year period increased segment income approximately $0.7 million.

Asia Pacific Segment Income

Asia Pacific segment income for the three months ended March 31, 2018 increased $0.9 million compared to the three months ended March 31, 2017. This increase was primarily due to the following:


▪	higher volumes and an improved mix of aerospace shipments increased segment income approximately $2.0 million; and


▪	improved productivity increased segment income approximately $1.0 million.

These increases were partially offset by the net impact of a weaker U.S. dollar which negatively impacted aerospace margins and decreased segment income approximately $2.0 million.

Liquidity and Capital Resources

Liquidity at March 31, 2018 was $243.2 million (compared to $231.3 million at December 31, 2017), which consisted of $158.4 million of availability under the ABL Facility, $79.1 million of cash and $5.7 million of cash restricted for payments of the China Loan Facility. Liquidity does not include $20.0 million of benefits from the final installment of customer capacity reservation fees that were received early in the second quarter of 2018. Both our borrowing base and ABL Facility utilization may fluctuate on a monthly basis due, in part, to changes in seasonal working capital and aluminum prices. In addition, our ability to borrow on the ABL Facility may be restricted by the indentures governing the Senior Notes (as defined below).

Based on our current and anticipated levels of operations and the condition in the industries we serve, we believe that our cash on hand, cash flows from operations and availability under the ABL Facility will enable us to meet our working capital, capital expenditures, debt service and other funding requirements for the foreseeable future. However, our ability to fund our working capital needs, debt payments and other obligations, and to comply with the covenants under our indebtedness, including borrowing base limitations under the ABL Facility and debt incurrence restrictions in our debt agreements, depends on our future operating performance and cash flows and many factors outside of our control, including the costs of raw materials, our ability to access the capital and credit markets, the state of the overall industry and financial and economic conditions and other factors, including those described under Item 1A. – “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Any future investments, acquisitions, joint ventures or other similar transactions will likely require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms, if at all.

We will need to refinance all or a portion of our indebtedness on or before maturity, which principally occurs in 2020 and 2021. We cannot assure you that we will be able to refinance any of our indebtedness on attractive terms on or before maturity or on commercially reasonable terms or at all.

The following discussion provides a summary description of the significant components of our sources of liquidity and long-term debt:

Cash Flows

The following table summarizes our net cash (used) provided by operating, investing and financing activities for the three months ended March 31, 2018 and 2017.



	For the three months ended
	March 31, 2018			March 31, 2017
Net cash (used) provided by:	(in millions)
Operating activities	$	(34.9	)	$	(38.6	)
Investing activities	(30.3		)	(63.0		)
Financing activities	40.1			123.5

Cash Flows from Operating Activities

Cash flows used by operating activities were $34.9 million for the three months ended March 31, 2018, which resulted from $7.8 million of cash from earnings and a $42.7 million use of cash related to an increase in net operating assets. The significant components of the change in net operating assets included increases of $84.4 million, $60.9 million, $18.4 million, $44.9 million and $76.1 million in accounts receivable, inventory, other assets, accounts payable and accrued and other liabilities, respectively. The increases in accounts receivable and accounts payable were due primarily to increased seasonal sales volume and higher aluminum prices. While our average days sales outstanding (“DSO”) for the twelve months ended March 31, 2018 remained consistent with the average DSO for the year ended December 31, 2017, revenues in the month of March 2017 were approximately $98.9 million higher than the month of December 2017, leading to an increase in accounts receivable. Our average days payables outstanding (“DPO”) for the twelve months ended March 31, 2018 remained consistent with the average DPO for the year ended December 31, 2017. The increase in other assets is due to a $20.0 million receivable recorded for the final capacity reservation fee that was received in April 2018. The increase in inventory was primarily due to the seasonal build of inventory as well as an increase in aluminum prices, partially offset by the working capital optimization efforts in Europe. Our average days inventory outstanding (“DIO”) for the twelve months ended March 31, 2018 remained consistent with the average DIO for the year ended December 31, 2017. The increase in accrued and other liabilities was primarily due to deferred revenue associated with the capacity reservation fees recorded in the first quarter of 2018 and increased accrued interest.

Cash flows used by operating activities were $38.6 million for the three months ended March 31, 2017, which resulted from $6.8 million of cash from earnings and a $45.4 million use of cash related to an increase in net operating assets. The significant components of the change in net operating assets included increases of $50.4 million, $66.9 million, $43.8 million and $28.7 million in accounts receivable, inventory, accounts payable and accrued liabilities, respectively. The increases in accounts receivable and accounts payable were due primarily to increased seasonal sales volume. While our average DSO for the twelve months ended March 31, 2017 remained consistent with the average DSO for the year ended December 31, 2016, revenues in the month of March 2017 were approximately $66.6 million higher than the month of December 2016, leading to an increase in accounts receivable. Our average DPO for the twelve months ended March 31, 2017 remained consistent with the average DPO for the year ended December 31, 2016. The increase in inventory was due in part to an increase in aluminum prices. In addition, inventory increased in the North America segment due to preparation for planned production outages in 2017 associated with the North America ABS Project and quantities to be used for automotive commissioning and qualification. This resulted in an increase to our average DIO for the twelve months ended March 31, 2017 from the average DIO for the year ended December 31, 2016. The increase in accrued liabilities was due primarily to accrued interest on the 9½% Senior Secured Notes, including $8.8 million of interest in arrears accrued on the additional 9½% Senior Secured Notes issued in the first quarter of 2017. This interest was paid in the second quarter of 2017 in accordance with the interest payment schedule of the 9 ½% Senior Secured Notes.

Cash Flows from Investing Activities

Cash flows used by investing activities were $30.3 million for the three months ended March 31, 2018, and included $30.1 million of capital expenditures.

Cash flows used by investing activities were $63.0 million for the three months ended March 31, 2017, and included $62.6 million of capital expenditures, primarily resulting from the North America ABS Project and related non-ABS equipment upgrades at the Lewisport facility.

Cash Flows from Financing Activities

Cash flows provided by financing activities were $40.1 million for the three months ended March 31, 2018, which resulted from net cash borrowings of $43.9 million against the ABL Facility, partially offset by $2.8 million of payments on the China Loan Facility (as defined below).

Cash flows provided by financing activities were $123.5 million for the three months ended March 31, 2017, which resulted from net cash proceeds of $263.8 million, after deducting the initial purchasers’ discount, from the issuance of additional 9 ½% Senior Secured Notes. These proceeds were partially offset by net cash repayments of $134.8 million on borrowings against the ABL Facility and $1.8 million of debt issuance costs related to the issuance of the additional 9 ½% Senior Secured Notes.

Description of Indebtedness

ABL Facility

On June 15, 2015, Aleris International entered into a credit agreement, as amended and supplemented from time to time, providing for a $600.0 million asset-based revolving credit facility (the “ABL Facility”) which permits multi-currency borrowings up to $600.0 million by Aleris International and its U.S. subsidiaries and up to a combined $300.0 million by Aleris Switzerland GmbH, a wholly owned Swiss subsidiary, Aleris Aluminum Duffel BVBA, a wholly owned Belgian subsidiary, Aleris Rolled Products Germany GmbH, a wholly owned German subsidiary and, upon its accession to the credit agreement, Aleris Casthouse Germany GmbH, a wholly owned German subsidiary (but limited to $600.0 million in total). The availability of funds to the borrowers located in each jurisdiction is subject to a borrowing base for that jurisdiction and the jurisdictions in which certain subsidiaries of such borrowers are located. Both our borrowing base and ABL Facility utilization may fluctuate on a monthly basis, due to, in part, changes in seasonal working capital and aluminum prices. The ABL Facility contains, in the aggregate, a $45.0 million sublimit for swingline loans and also provides for the issuance of up to $125.0 million of letters of credit. The credit agreement provides that commitments under the ABL Facility may be increased at any time by an additional $300.0 million, subject to certain conditions.

As of March 31, 2018, we estimate that Aleris International had $158.4 million available for borrowing under the ABL Facility. We had outstanding borrowings of $365.9 million under the ABL Facility as of March 31, 2018.

9½% Senior Secured Notes due 2021

On April 4, 2016, Aleris International issued $550.0 million aggregate principal amount of its 9½% Senior Secured Notes due 2021 (together with the $250.0 million of additional notes described below, the “9½% Senior Secured Notes”) and related guarantees in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The 9½% Senior Secured Notes were issued under an indenture (as amended and supplemented from time to time, the “9½% Senior Secured Notes Indenture”), dated as of April 4, 2016, among Aleris International, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The 9½% Senior Secured Notes are unconditionally guaranteed on a senior secured basis by us and each of our restricted subsidiaries that are domestic subsidiaries and that guarantees Aleris International’s obligations under the ABL Facility.

On February 14, 2017, Aleris International issued an additional $250.0 million aggregate principal amount of the 9½% Senior Secured Notes pursuant to the 9½% Senior Secured Notes Indenture. These additional notes, together with the initial notes, are treated as a single series of debt securities for all purposes under the 9½% Senior Secured Notes Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

As of March 31, 2018, Aleris International had $800.0 million aggregate principal amount of 9½% Senior Secured Notes outstanding.

The 9½% Senior Secured Notes are secured by a first-priority lien on substantially all of Aleris International’s and the guarantors’ owned and material U.S. real property, equipment and intellectual property and stock of Aleris International and the guarantors (other than Aleris Corporation) and other subsidiaries (including 100% of the outstanding non-voting stock (if any) and 65% of the outstanding voting stock of certain “first-tier” foreign subsidiaries and certain “first-tier” foreign subsidiary holding companies), but subject to permitted liens and excluding (i) inventory, accounts receivable, deposit accounts and related assets, which assets secure the ABL Facility on a first-priority basis, (ii) the assets associated with our Lewisport, Kentucky facility and (iii) certain other excluded assets.

Subject to certain limitations and exceptions, the 9½% Senior Secured Notes Indenture contains covenants limiting the ability of Aleris International and its restricted subsidiaries to, among other things: incur additional debt; pay dividends or distributions on Aleris International’s capital stock or redeem, repurchase or retire Aleris International’s capital stock or subordinated debt; issue preferred stock of restricted subsidiaries; make certain investments; create liens on Aleris International’s or its subsidiary guarantors’ assets to secure debt; enter into sale and leaseback transactions; create restrictions on the payment of dividends or other amounts to Aleris International from Aleris International’s restricted subsidiaries that are not guarantors of the 9½% Senior Secured Notes; enter into transactions with affiliates; merge or consolidate with another company; and sell assets, including capital stock of Aleris International’s subsidiaries. The 9½% Senior Secured Notes Indenture also contains customary events of default. Aleris International was in compliance with all covenants set forth in the 9½% Senior Secured Notes Indenture as of March 31, 2018.

7⁷/8% Senior Notes due 2020

On October 23, 2012, Aleris International issued $500.0 million of its 7⁷/8% Senior Notes and related guarantees under an indenture (as amended and supplemented from time to time, the “7⁷/8% Senior Notes Indenture”), dated as of October 23, 2012, among Aleris International, the guarantors named therein and U.S. Bank National Association, as trustee and on January 31, 2013, Aleris International exchanged the $500.0 million aggregate original principal amount of its 7⁷/8% Senior Notes for $500.0 million of its new 7⁷/8% Senior Notes that have been registered under the Securities Act of 1933, as amended (the “7⁷/8% Senior Notes” and, together with the 9 ½% Senior Secured Notes, the “Senior Notes”). The 7⁷/8% Senior Notes are unconditionally guaranteed on a senior unsecured basis by us and each of our restricted subsidiaries that are domestic subsidiaries and that guarantees Aleris International’s obligations under the ABL Facility. On September 8, 2015, Aleris International purchased $59.9 million aggregate principal amount of the 7⁷/8% Senior Notes pursuant to an asset sale offer. As of March 31, 2018, Aleris International had $440.1 million aggregate principal amount outstanding on the 7⁷/8% Senior Notes.

Subject to certain limitations and exceptions, the 7⁷/8% Senior Notes Indenture contains covenants limiting the ability of Aleris International and its restricted subsidiaries to, among other things: incur additional debt; pay dividends or distributions on Aleris International’s capital stock or redeem, repurchase or retire Aleris International’s capital stock or subordinated debt; issue preferred stock of restricted subsidiaries; make certain investments; create liens on Aleris International’s or its subsidiary guarantors’ assets to secure debt; enter into sale and leaseback transactions; create restrictions on the payment of dividends or other amounts to Aleris International from Aleris International’s restricted subsidiaries that are not guarantors of the 7⁷/8% Senior Notes; enter into transactions with affiliates; merge or consolidate with another company; and sell assets, including capital stock of Aleris International’s subsidiaries. The 7⁷/8% Senior Notes Indenture also contains customary events of default. Aleris International was in compliance with all covenants set forth in the 7⁷/8% Senior Notes Indenture as of March 31, 2018.

Exchangeable Notes

Aleris International issued $45.0 million aggregate principal amount of 6% senior subordinated exchangeable notes (the “Exchangeable Notes”) in June 2010. The Exchangeable Notes are scheduled to mature on June 1, 2020. The Exchangeable Notes have exchange rights at the holder’s option and are exchangeable at any time for our common stock at a rate equivalent to 59.63 shares of our common stock per $1,000 principal amount of the Exchangeable Notes (after adjustment for the payments of dividends in 2011 and 2013), subject to further adjustment. The Exchangeable Notes may currently be redeemed at Aleris International’s option at specified redemption prices.

China Loan Facility

Our wholly owned subsidiary, Aleris Aluminum (Zhenjiang) Co., Ltd. (“Aleris Zhenjiang”), maintains a loan agreement comprised of non-recourse multi-currency secured term loan facilities and a revolving facility (collectively, as amended and supplemented from time to time, the “China Loan Facility”). The China Loan Facility consists of a $30.6 million U.S. dollar term loan facility, an RMB 873.8 million (or equivalent to approximately $139.1 million as of March 31, 2018) term loan facility (collectively referred to as the “Zhenjiang Term Loans”) and an RMB 410.0 million (or equivalent to approximately $65.3 million as of March 31, 2018) revolving facility (referred to as the “Zhenjiang Revolver”). The Zhenjiang Revolver has certain restrictions that have limited our ability to borrow funds on the Zhenjiang Revolver and will continue to limit our ability to borrow funds in the future. Although the final maturity date for all borrowings under the Zhenjiang Revolver is May 18, 2021, all amounts outstanding under the Zhenjiang Revolver were repaid in 2017. The interest rate on the U.S. dollar term facility is six month U.S. dollar LIBOR plus 5.0% and the interest rate on the RMB term facility and the Zhenjiang Revolver is 110% of the base rate applicable to any loan denominated in RMB of the same tenor, as announced by the People’s Bank of China. As of March 31, 2018, $172.6 million was outstanding on the Zhenjiang Term Loans. After giving effect to amendments

to the Zhenjiang Term Loans, the final maturity date for all borrowings under the Zhenjiang Term Loans is May 16, 2024. The repayment of borrowings under the Zhenjiang Term Loans is due semi-annually. The semi-annual repayment period began in 2016. According to the amended repayment schedule, the semi-annual repayment in 2018 is RMB 18.0 million (equivalent to approximately $2.9 million as of March 31, 2018) and will increase to RMB 247.3 million (equivalent to approximately $39.4 million as of March 31, 2018) by 2024.

The China Loan Facility contains certain customary covenants and events of default. The China Loan Facility requires Aleris Zhenjiang to, among other things, maintain a certain ratio of outstanding term loans to invested equity capital. In addition, Aleris Zhenjiang is restricted from, subject to certain exceptions, repaying loans or distributing dividends to stockholders, disposing of assets, providing third party guarantees, or entering into additional financing to expand the capacity of the project, among other things.

Aleris Zhenjiang was in compliance with all of the covenants set forth in the China Loan Facility as of March 31, 2018. Aleris Zhenjiang has had delays in its ability to make timely draws of amounts committed under the China Loan Facility in the past and we cannot be certain that Aleris Zhenjiang will be able to draw any amounts committed under the Zhenjiang Revolver in the future or as to the timing or cost of any such draws.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. However, our management believes that certain non-GAAP performance measures, which we use in managing the business, may provide investors with additional meaningful comparisons between current results and results in prior periods. EBITDA, Adjusted EBITDA, segment Adjusted EBITDA and commercial margin are examples of non-GAAP financial measures that we believe provide investors and other users of our financial information with useful information.

Management uses EBITDA, Adjusted EBITDA, segment Adjusted EBITDA and commercial margin as performance metrics and believes these measures provide additional information commonly used by holders of the Senior Notes and parties to the ABL Facility with respect to the ongoing performance of our underlying business activities, as well as our ability to meet our future debt service, capital expenditures and working capital needs. In addition, EBITDA with certain adjustments is a component of certain covenants under the indentures governing the Senior Notes. Adjusted EBITDA, including the impacts of metal price lag, is a component of certain financial covenants under the credit agreement governing the ABL Facility. Management also uses commercial margin as a performance metric and believes that it provides useful information regarding the performance of our segments because it measures the price at which we sell our aluminum products above the hedged cost of the metal and the effects of metal price lag, thereby reflecting the value-added components of our commercial activities independent of aluminum prices which we cannot control.

Our EBITDA calculations represent net income and loss attributable to Aleris Corporation before interest income and expense, provision for and benefit from income taxes, depreciation and amortization and income and loss from discontinued operations, net of tax. Adjusted EBITDA is defined as EBITDA excluding metal price lag, unrealized gains and losses on derivative financial instruments, restructuring charges, currency exchange gains and losses on debt, stock-based compensation expense, start-up costs, loss on extinguishment of debt and certain other gains and losses. Segment Adjusted EBITDA represents Adjusted EBITDA on a per segment basis. EBITDA as defined in the indentures governing the Senior Notes also limits the amount of adjustments for cost savings, operational improvement and synergies for the purpose of determining our compliance with such covenants. Adjusted EBITDA as defined under the ABL Facility also limits the amount of adjustments for restructuring charges and requires additional adjustments be made if certain annual pension funding levels are exceeded. Commercial margin represents revenues less the hedged cost of metal and the effects of metal price lag.

EBITDA, Adjusted EBITDA, segment Adjusted EBITDA and commercial margin (collectively, the “Non-GAAP Measures”), as we use them may not be comparable to similarly titled measures used by other companies. We calculate the Non-GAAP Measures by eliminating the impact of a number of items we do not consider indicative of our ongoing operating performance and certain other items. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. However, the Non-GAAP Measures are not financial measurements recognized under GAAP, and when analyzing our operating performance, investors should use the Non-GAAP Measures in addition to, and not as an alternative for, net income and loss attributable to Aleris Corporation, operating income and loss, or any other performance measure derived in accordance with GAAP, or in addition to, and not as an alternative for, cash flow from operating activities as a measure of our liquidity. The Non-GAAP Measures have limitations as analytical tools, and they should not be considered in

isolation, or as a substitute for, or superior to, our measures of financial performance prepared in accordance with GAAP. These limitations include:


▪	They do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;


▪	They do not reflect changes in, or cash requirements for, working capital needs;


▪	They do not reflect interest expense or cash requirements necessary to service interest expense or principal payments under the ABL Facility, the Senior Notes or the Exchangeable Notes;


▪	They do not reflect certain tax payments that may represent a reduction in cash available to us;


▪	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA, including segment Adjusted EBITDA, do not reflect cash requirements for such replacements; and


▪	Other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

In addition, in evaluating Adjusted EBITDA, including segment Adjusted EBITDA, we may incur expenses in the future that are similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA, including segment Adjusted EBITDA, should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

For reconciliations of EBITDA, Adjusted EBITDA and commercial margin to their most directly comparable financial measures presented in accordance with GAAP, see the tables below. For a reconciliation of segment Adjusted EBITDA to segment income and a reconciliation of commercial margin to revenues, which are the most directly comparable financial measures presented in accordance with GAAP, for the North America, Europe and Asia Pacific segments, see the reconciliations in “–Our Segments.”

For the three months ended March 31, 2018 and 2017, our reconciliation of Adjusted EBITDA to net income (loss) and net cash used by operating activities is presented below.



	For the three months ended
	March 31, 2018			March 31, 2017
	(in millions)
Adjusted EBITDA	$	53.6		$	51.8
Unrealized gains (losses) on derivative financial instruments	33.7			(7.8		)
Restructuring charges	(0.9		)	(0.4		)
Unallocated currency exchange gains on debt	1.1			—
Stock-based compensation expense	(0.3		)	(0.6		)
Start-up costs	(16.0		)	(14.5		)
Favorable metal price lag	9.0			2.1
Other	(1.7		)	(2.3		)
EBITDA	78.5			28.3
Interest expense, net	(33.8		)	(27.1		)
Provision for income taxes	(5.4		)	(10.7		)
Depreciation and amortization	(34.7		)	(25.7		)
Net income (loss)	4.6			(35.2		)
Depreciation and amortization	34.7			25.7
Provision for deferred income taxes	1.6			6.1
Stock-based compensation expense	0.3			0.6
Unrealized (gains) losses on derivative financial instruments	(33.7		)	7.8
Amortization of debt issuance costs	0.7			0.8
Other	(0.4		)	1.0
Change in operating assets and liabilities:
Change in accounts receivable	(84.4		)	(50.4		)
Change in inventories	(60.9		)	(66.9		)
Change in other assets	(18.4		)	(0.6		)
Change in accounts payable	44.9			43.8
Change in accrued and other liabilities	76.1			28.7
Net cash used by operating activities	$	(34.9	)	$	(38.6	)

For the three months ended March 31, 2018 and 2017, our reconciliation of revenues to commercial margin is as follows:



	For the three months ended
	March 31, 2018			March 31, 2017
	(in millions)
Revenues	$	802.3		$	674.2
Hedged cost of metal	(467.9		)	(378.1		)
Favorable metal price lag	(9.0		)	(2.1		)
Commercial margin	$	325.4		$	294.0

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including, among others, those related to the valuation of inventory, property and equipment

and intangible assets, allowances related to doubtful accounts, income taxes, pensions and other postretirement benefits and environmental liabilities. Our management bases its estimates on historical experience, actuarial valuations and other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

A summary of our significant accounting policies and estimates is included in our Form 10-K filed with the Securities and Exchange Commission on March 20, 2018 for the year ended December 31, 2017. Also see Note 2, “Revenue from contracts with customers” to our unaudited consolidated financial statements included elsewhere in this report on Form 10-Q for a discussion of the Company’s updated accounting policies on Revenue Recognition subsequent to the adoption of ASC 606, “Revenue from Contracts with Customers.”

Off-Balance Sheet Transactions

We had no off-balance sheet arrangements at March 31, 2018.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us and the industry in which we operate and beliefs and assumptions made by our management. Statements contained in this report that are not historical in nature are considered to be forward-looking statements. They include statements regarding our expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. Statements regarding future costs and prices of commodities, production volumes, industry trends, anticipated cost savings, anticipated benefits from new products, facilities, acquisitions or divestitures, projected results of operations, achievement of production efficiencies, capacity expansions, future prices and demand for our products and estimated cash flows and sufficiency of cash flows to fund operations, capital expenditures and debt obligations are forward-looking statements. The words “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “look forward to,” “intend” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements should be read in conjunction with the cautionary statements and other important factors included in this document under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which include descriptions of important factors which could cause actual results to differ materially from those contained in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith, and we believe we have a reasonable basis to make these statements through our management’s examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that our management’s expectations, beliefs or projections will result or be achieved.

Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in or implied by any forward-looking statement. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:


•	our ability to successfully implement our business strategy;


•	the success of past and future acquisitions or divestitures;


•	the cyclical nature of the aluminum industry, material adverse changes in the aluminum industry or our end-uses, such as global and regional supply and demand conditions for aluminum and aluminum products, and changes in our customers’ industries;


•	increases in the cost, or limited availability, of raw materials and energy;


•	our ability to enter into effective metal, energy and other commodity derivatives or arrangements with customers to manage effectively our exposure to commodity price fluctuations and changes in the pricing of metals, especially LME-based aluminum prices;


•	our ability to generate sufficient cash flows to fund our operations and capital expenditure requirements and to meet our debt obligations;


•	competitor pricing activity, competition of aluminum with alternative materials and the general impact of competition in the industry end-uses we serve;


•	our ability to retain the services of certain members of our management;


•	the loss of order volumes from any of our largest customers;


•	our ability to retain customers, a substantial number of whom do not have long-term contractual arrangements with us;


•	risks of investing in and conducting operations on a global basis, including political, social, economic, currency and regulatory factors;


•	variability in general economic and political conditions on a global or regional basis;


•	current environmental liabilities and the cost of compliance with and liabilities under health and safety laws;


•	labor relations (i.e., disruptions, strikes or work stoppages) and labor costs;


•	our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur;


•	our levels of indebtedness and debt service obligations, including changes in our credit ratings, material increases in our cost of borrowing or the failure of financial institutions to fulfill their commitments to us under committed facilities;


•	our ability to access credit or capital markets;


•	the possibility that we may incur additional indebtedness in the future; and


•	limitations on operating our business and incurring additional indebtedness as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under our outstanding indebtedness.

The above list is not exhaustive. Some of these factors and additional risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found in our public filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” included therein and herein.

These factors and such other risk factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

The forward-looking statements included in this document are made only as of the date of this document. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

Available Information

We make available on or through our website (www.aleris.com) our reports on Forms 10-K, 10-Q and 8-K, and amendments thereto, as soon as reasonably practicable after we electronically file (or furnish, as applicable) such material with the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains these reports at www.sec.gov. We use our investor website (investor.aleris.com) as a channel of distribution of Company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings, and public conference calls and webcasts. None of the websites referenced in this report on Form 10-Q or the information contained therein is incorporated herein by reference.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

In the ordinary course of our business, we are exposed to earnings and cash flow volatility resulting from changes in the prices of aluminum, and, to a lesser extent, hardeners, such as zinc and copper, and natural gas and other fuels, as well as changes in currency and interest rates. For metal hedges, we use derivative instruments, such as forwards, futures, options, collars and swaps to manage the effect, both favorable and unfavorable, of such changes. For electricity and some natural gas price exposures, fixed price commitments are used.

Derivative contracts are used primarily to reduce uncertainty and volatility and cover underlying exposures and are held for purposes other than trading. Our commodity and derivative activities are subject to the management, direction and control of our Risk Management Committee, which is composed of our Chief Financial Officer and other officers and employees that the Chief Executive Officer designates. The Risk Management Committee reports to the Audit Committee of our Board of Directors, which has supervisory authority over all of its activities.

We are exposed to losses in the event of non-performance by the counterparties to the derivative contracts discussed below. Although non-performance by counterparties is possible, we do not currently anticipate any nonperformance by any of these parties. Counterparties are evaluated for creditworthiness and risk assessment prior to our initiating contract activities.

The counterparties’ creditworthiness is then monitored on an ongoing basis, and credit levels are reviewed to ensure that there is not an inappropriate concentration of credit outstanding to any particular counterparty.

Metal Hedging

Aluminum ingots, copper and zinc are internationally produced, priced and traded commodities, with the LME being the primary exchange. As part of our efforts to preserve margins, we enter into forward, futures and options contracts. For accounting purposes, we do not consider our metal derivative instruments as hedges and, as a result, changes in the fair value of these derivatives are recorded immediately in our consolidated operating results.

The selling prices of the majority of the orders for our products are established at the time of order entry or, for certain customers, under long-term contracts. As the related raw materials used to produce these orders can be purchased several months or years after the selling prices are fixed, margins are subject to the risk of changes in the purchase price of the raw materials used for these fixed price sales. In order to manage this transactional exposure, futures, swaps or forward purchase contracts are purchased at the time the selling prices are fixed. As metal is purchased to fill these fixed price sales orders, futures, swaps or forward contracts are then sold. We also maintain a significant amount of inventory on-hand to meet anticipated and unpriced future sales. In order to preserve the value of this inventory, futures or forward contracts are sold at the time inventory is purchased. As sales orders are priced, futures or forwards contracts are purchased. These derivatives generally settle within three months.

We can also use call option contracts, which function in a manner similar to the natural gas call option contracts discussed below, and put option contracts for managing metal price exposures. Option contracts require the payment of a premium which is recorded as a realized loss upon settlement or expiration of the option contract. Upon settlement of a put option contract, we receive cash and recognize a related gain if the closing price is less than the strike price of the put option. If the put option strike price is less than the closing price, no amount is paid and the option expires.

As of March 31, 2018, we had 0.2 million metric tons and 0.2 million metric tons of metal buy and metal sell derivative contracts, respectively. As of December 31, 2017, we had 0.1 million metric tons and 0.2 million metric tons of metal buy and sell derivative contracts, respectively.

Energy Hedging

To manage the price exposure for natural gas purchases, we can fix the future price of a portion or all of our natural gas requirements by entering into financial hedge contracts. Additionally, from time to time we have entered into diesel fuel prices on our freight costs, we can enter into diesel fuel swaps with financial counterparties to mitigate the impact of volatility of diesel fuel prices on our freight costs. We do not consider our natural gas or diesel fuel derivative instruments as hedges for accounting purposes and as a result, changes in the fair value of these derivatives are recorded immediately in our consolidated operating results.

Under our natural gas derivative contracts, payments are made or received based on the differential between the monthly closing price on the New York Mercantile Exchange (“NYMEX”) and the contractual hedge price. We can also use a combination of call option contracts and put option contracts for managing the exposure to increasing natural gas prices while maintaining the benefit from declining prices. Upon settlement of call option contracts, we receive cash and recognize a related gain if the NYMEX closing price exceeds the strike price of the call option. If the call option strike price exceeds the NYMEX closing price, no amount is received and the option expires unexercised. Upon settlement of a put option contract, we pay cash and recognize a related loss if the NYMEX closing price is lower than the strike price of the put option. If the put option strike price is less than the NYMEX closing price, no amount is paid and the option expires unexercised. Option contracts require the payment of a premium which is recorded as a realized loss upon settlement or expiration of the option contract. Natural gas cost can also be managed through the use of cost escalators included in some of our long-term supply contracts with customers, which limits exposure to natural gas price risk. As of March 31, 2018 and December 31, 2017, we had 3.5 trillion of British thermal unit forward buy contracts.

applicable month. The swaps are designed to offset increases or decreases in fuel surcharges that we pay to our carriers. All swaps are financially settled. There is no possibility of physical settlement. As of March 31, 2018 and December 31, 2017 we had 3.5 million and 1.5 million gallons of diesel swap contracts outstanding, respectively.

Currency Hedging and Exchange Risks

The financial condition and results of operations of some of our operating entities are reported in various currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our unaudited consolidated financial statements. As a result, appreciation of the U.S. dollar against these currencies will have a negative impact on reported revenues and operating profit, while depreciation of the U.S. dollar against these currencies will generally have a positive effect on reported revenues and operating profit. In addition, our aerospace and heat exchanger businesses expose the U.S. dollar operating results of our European operations to fluctuations in the euro as sales contracts are generally in U.S. dollars while the costs of production are in euros. As a result, appreciation in the U.S. dollar will have a positive impact on earnings while depreciation of the U.S. dollar will have a negative impact on earnings. In order to mitigate the risk that fluctuations in the euro may have on our business we have entered into forward currency contracts. As of March 31, 2018 and December 31, 2017, we had euro forward contracts covering a notional amount of €82.6 million and €100.8 million, respectively.

Interest Rate Risks

As of March 31, 2018, approximately 71% of our debt obligations were at fixed rates. We are subject to interest rate risk related to the ABL Facility and China Loan Facility, to the extent borrowings are outstanding under these facilities. As of March 31, 2018, Aleris International had $365.9 million of borrowings under the ABL Facility and Aleris Zhenjiang had $172.6 million of borrowings under the Zhenjiang Term Loans. Due to the fixed-rate nature of the majority of our debt, there would not be a significant impact on our interest expense or cash flows from either a 10% increase or decrease in market rates of interest.

Fair Values and Sensitivity Analysis

The following table shows the fair values of outstanding derivative contracts at March 31, 2018 and the effect on the fair value of a hypothetical adverse change in the market prices that existed at March 31, 2018:



			Impact of
(in millions)	Fair		10% Adverse
Derivative	Value		Price Change
Metal	$	29.6	$	(17.4	)
Energy	0.2		(2.1		)
Currency	3.4		(10.4		)

The disclosures above do not take into account the underlying commitments or anticipated transactions. If the underlying items were included in the analysis, the gains or losses on our derivative instruments would be offset by gains and losses realized on the purchase of the physical commodities. Actual results will be determined by a number of factors outside of our control and could vary significantly from the amounts disclosed. For additional information on derivative financial instruments, see Note 12, “Derivative and Other Financial Instruments,” to our unaudited consolidated financial statements included elsewhere in this report on Form 10-Q.



Item 4.	Controls and Procedures.

Disclosure Controls and Procedures

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the fiscal period covered by this report, the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

Beginning January 1, 2018, we implemented ASC 606, “Revenue from Contracts with Customers.” With the implementation we made changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures.

PART II – OTHER INFORMATION



Item 1.	Legal Proceedings.

We are party from time to time to what we believe are routine litigation and proceedings considered part of the ordinary course of our business. We believe that the outcome of such existing proceedings would not have a material adverse effect on our financial position, results of operations or cash flows.



Item 1A.	Risk Factors.

There have been no material changes to the risk factors included in the Risk Factors section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

None.



Item 3.	Defaults Upon Senior Securities.

None.



Item 4.	Mine Safety Disclosures.

None.



Item 5.	Other Information.

Resignation of Donald Misheff Director.

Effective April 30, 2018, the Board of Directors (the “Board”) of Aleris Corporation (the “Company”) accepted the voluntary resignation of Donald Misheff, due to additional professional responsibilities, from his position as Director of the Company’s Board and as a member of the Audit Committee of the Board. His decision to resign did not involve any

disagreement with the Company, Company management, or the Board on any matter relating to the Company’s operations, policies, or practices.



Item 6.	Exhibits.



Exhibit Number		Description

10.1†		Form of Amendment to U.S. Executive Agreement with Sean M. Stack, Eric M. Rychel, Michael T. Keown, Christopher R. Clegg and Tamara S. Polmanteer (filed as Exhibit 10.7.2 to Aleris Corporation’s Annual Report on Form 10-K (File No. 001-35499) filed March 20, 2018, and incorporated herein by reference).

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Aleris Corporation’s Chief Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Aleris Corporation’s Chief Financial Officer.

32.1*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS		XBRL Instance Document
*101.SCH		XBRL Taxonomy Extension Schema
*101.CAL		XBRL Taxonomy Extension Calculation Linkbase
*101.DEF		XBRL Taxonomy Extension Definition Linkbase
*101.LAB		XBRL Taxonomy Extension Label Linkbase
*101.PRE		XBRL Taxonomy Extension Presentation Linkbase


*	Filed herewith


†	Management contract or compensatory plan or arrangement

SIGNATURES

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




		ALERIS CORPORATION

Date:	May 3, 2018	By:	/s/ ERIC M. RYCHEL
		Name:	Eric M. Rychel
		Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Aleris Corp - FORM 10-Q - May 3, 2018

Attached files

Aleris Corp Reports