Fair Value Measurements

Overview

We apply the fair value hierarchy established by GAAP for the recognition and measurement of certain financial assets and liabilities. An asset or liability's fair value classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty risk in our assessment of fair value.

The fair values of financial assets and liabilities are evaluated and measured on a recurring basis. As part of that evaluation process, we review the underlying inputs that are significant to the fair value measurement of financial instruments to determine if a transfer among hierarchy levels is appropriate. We historically have not had significant transfers into or out of each hierarchy level.

Financial assets and liabilities that we measure at fair value as required by GAAP include: (i) our derivative instruments; (ii) the plan assets of the Salaried VEBA at December 31, 2015, both VEBAs at December 31, 2014 and our Canadian defined benefit pension plan measured annually at December 31; and (iii) available for sale securities, consisting of debt investment securities and investments related to our deferred compensation plan (see Note 6). We record certain other financial assets and liabilities at carrying value (see the tables below for the fair value disclosure of those assets and liabilities).

The majority of our non-financial assets and liabilities, which include goodwill, intangible assets, inventories and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur (or at least annually for goodwill), an evaluation of the affected non-financial asset or liability is required, potentially resulting in an adjustment to the carrying amount of such asset or liability.

Fair Values of Financial Assets and Liabilities

Derivative Assets and Liabilities. Our derivative contracts are valued at fair value using significant observable and unobservable inputs.

Commodity, Energy and Foreign Currency Derivatives - The fair values of a majority of these derivative contracts are based upon trades in liquid markets. Valuation model inputs can generally be verified, and valuation techniques do not involve significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy. We, however, have some derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant unobservable inputs (e.g., information concerning regional premiums for swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads. The fair values of these financial instruments are classified as Level 3 in the fair value hierarchy.

Bifurcated Conversion Feature and Option Assets - At December 31, 2014, the fair value of the Bifurcated Conversion Feature was classified as Level 2 in the fair value hierarchy and measured as the difference in the estimated fair value of the Convertible Notes (based on the trading price of the Convertible Notes) and the estimated fair value of the Convertible Notes without the cash conversion feature (present value of the series of the remaining fixed income cash flows under the Convertible Notes, with a maturity of April 1, 2015). Due to the short duration before maturity, management concluded that the fair value of the Option Assets should equal the fair value of the Bifurcated Conversion Feature as of December 31, 2014. As of December 31, 2014, the Bifurcated Conversion Feature and Option Assets were included in the Consolidated Balance Sheet as a portion of Other accrued liabilities and Prepaid expenses and other current assets, respectively. As of December 31, 2015, all balances related to the Convertible Notes, Bifurcated Conversion Feature and Option Assets had been settled.

The aggregate fair value of our derivatives recorded on the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014 was a net liability of $14.6 million and $11.1 million, respectively. The increase in the net liability position during 2015 was primarily due to changes in the underlying commodity and energy prices, as well as settlement of asset positions during such period. Changes in the fair value of our derivative contracts relating to non-designated hedges of operational activities are reflected in Operating (loss) income (see Note 10).

VEBA and Canadian Pension Plan Assets. The plan assets of the Salaried VEBA and our Canadian pension plan are measured annually on December 31 and reflected in our Consolidated Balance Sheets at fair value. As discussed further below, the plan assets of the Union VEBA were treated in this manner at December 31, 2014, but not December 31, 2015. In determining the fair value of the plan assets at an annual period end, we utilize primarily the results of valuations supplied by the investment advisors responsible for managing the assets of each plan, which we independently review for reasonableness. With respect to the VEBAs, the investment advisors providing the valuations are engaged by the VEBA trustees.

As previously discussed, in January 2015, members of the USW at our Newark and Trentwood facilities ratified a new five-year collective bargaining agreement, which did not extend our obligation to make annual variable contributions to the Union VEBA for any period after September 2017. As a result of the expiration of our obligation to make annual variable contributions to the Union VEBA, we removed the assets of the Union VEBA from our Consolidated Balance Sheets during the year ended December 31, 2015 based on the valuation at December 31, 2014 (see Note 6). We therefore did not measure the fair value of the plan assets of the Union VEBA at December 31, 2015.

The plan assets of our Canadian pension plan are managed by advisors selected by us, with the investment portfolio subject to periodic review and evaluation by our investment committee. The investment of assets in the Canadian pension plan is based upon the objective of maintaining a diversified portfolio of investments in order to minimize concentration of credit and market risks (such as interest rate, currency, equity price and liquidity risks). The degree of risk and risk tolerance take into account the obligation structure of the plan, the anticipated demand for funds and the maturity profiles required from the investment portfolio in light of these demands.

Certain plan assets are valued based upon unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets (e.g., liquid securities listed on an exchange). Such assets are classified within Level 1 of the fair value hierarchy. Valuation of other invested plan assets is based on significant observable inputs (e.g., valuations derived from actual market transactions, broker-dealer supplied valuations, or correlations between a given U.S. market and a non-U.S. security). Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.

Available for Sale Securities. We hold debt investment securities that are accounted for as available for sale securities. The fair value of the debt investment securities, which consist of commercial paper and corporate bonds, is determined based on valuation models that use observable market data. At December 31, 2015, the remaining maturity period with respect to short-term investments ranged from one month to approximately three months. We review our debt investment portfolio for other-than-temporary impairment at least quarterly or when there are changes in credit risk or other potential valuation concerns. At December 31, 2015 and December 31, 2014, the total unrealized loss, net of tax, included in accumulated other comprehensive (loss) income was immaterial and was not other-than-temporarily impaired. We believe that it is probable that the principal and interest will be collected in accordance with the contractual terms, and that the unrealized losses on these securities were due to changes in normal market fluctuations, and were not due to increased credit risk or other valuation concerns. In addition to debt investment securities, we also hold assets in various investment funds at certain registered investment companies in connection with our deferred compensation program (see Note 1 and Note 6). Such assets are accounted for as available for sale securities and are measured and recorded at fair value based on the NAV of the investment funds on a recurring basis. The fair value input of the available for sale securities is considered either a Level 1 or Level 2 input depending on whether the debt security or investment fund is traded on a public exchange. The amortized cost for available for sale securities approximates their fair value.

All Other Financial Assets and Liabilities. We believe that the fair value of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective carrying values due to their short maturities and nominal credit risk.

The fair value of the Convertible Notes and Senior Notes is based on their trading prices and is considered a Level 1 input in the fair value hierarchy (see Note 3 for the carrying values of the Convertible Notes and the Senior Notes). The Convertible Notes were settled on April 1, 2015.

The following table presents our financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented (in millions of dollars):



	December 31, 2015
	Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Derivative Instruments (Non-Designated Hedges):
Aluminum –
Call option purchase contracts	$	—	$	0.2	$	—	$	0.2
Fixed price purchase contracts	—		0.3		—		0.3
Fixed price sales contracts	—		0.2		—		0.2
Midwest premium swap contracts	—		—		0.9		0.9

Salaried VEBA and Canadian Pension Plan:
Fixed income investment funds in registered investment companies¹	—		15.7		—		15.7
Equity investment funds in registered investment companies²	—		23.8		—		23.8
Cash and money market investments³	1.9		—		—		1.9
Diversified investment funds in registered investment companies⁴	14.7		5.7		—		20.4

All Other Financial Assets:
Cash and cash equivalents⁵	40.3		32.2		—		72.5
Short-term investments	—		30.0		—		30.0
Deferred compensation plan assets	—		7.3		—		7.3
Total assets	$	56.9	$	115.4	$	0.9	$	173.2



	December 31, 2015
	Level 1			Level 2			Level 3			Total
FINANCIAL LIABILITIES:
Derivative Instruments (Non-Designated Hedges):
Aluminum –
Fixed price purchase contracts	$	—		$	(8.9	)	$	—		$	(8.9	)
Fixed price sales contracts	—			(0.1		)	—			(0.1		)
Midwest premium swap contracts	—			—			(0.3		)	(0.3		)
Natural Gas – Fixed price purchase contracts	—			(6.7		)	—			(6.7		)

Derivative Instruments (Designated Hedges):
Foreign Currency – Euro forward purchase contracts	—			(0.2		)	—			(0.2		)

All Other Financial Liabilities:
Senior Notes	(207.3		)	—			—			(207.3		)
Total liabilities	$	(207.3	)	$	(15.9	)	$	(0.3	)	$	(223.5	)

The following table presents our financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented (in millions of dollars):



	December 31, 2014
	Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Derivative Instruments (Non-Designated Hedges):
Aluminum – Midwest premium swap contracts	$	—	$	—	$	1.0	$	1.0
Hedges Relating to the Convertible Notes – Option Assets	—		84.7		—		84.7

VEBAs and Canadian Pension Plan
Fixed income investment funds in registered investment companies¹	54.0		340.3		—		394.3
Mortgage-backed securities	—		30.1		—		30.1
Corporate debt securities⁶	—		75.4		—		75.4
Equity investment funds in registered investment companies²	—		191.3		—		191.3
United States Treasury securities	—		39.5		—		39.5
Municipal debt securities	—		1.8		—		1.8
Cash and money market investments³	19.3		—		—		19.3
Asset-backed securities	—		8.1		—		8.1
Diversified investment funds in registered investment companies⁴	20.4		6.2		—		26.6

All Other Financial Assets
Cash and cash equivalents⁵	29.5		148.2		—		177.7
Short-term investments	—		114.0		—		114.0
Deferred compensation plan assets	—		7.3		—		7.3
Total assets	$	123.2	$	1,046.9	$	1.0	$	1,171.1



	December 31, 2014
	Level 1			Level 2			Level 3		Total
FINANCIAL LIABILITIES:
Derivative Instruments (Non-Designated Hedges):
Aluminum – Fixed price purchase contracts	$	—		$	(4.2	)	$	—	$	(4.2	)
Natural Gas – Fixed price purchase contracts	—			(6.2		)	—		(6.2		)
Electricity – Fixed price purchase contracts	—			(1.7		)	—		(1.7		)
Hedges Relating to the Convertible Notes – Bifurcated Conversion Feature	—			(84.7		)	—		(84.7		)

All Other Financial Liabilities
Senior Notes	(244.5		)	—			—		(244.5		)
Convertible Notes, including Bifurcated Conversion Feature	(263.3		)	—			—		(263.3		)
Total liabilities	$	(507.8	)	$	(96.8	)	$	—	$	(604.6	)

_________________________

^1.

This category represents investments in various fixed income funds with multiple registered investment companies. Such funds invest in diversified portfolios, including: (i) marketable fixed income securities, such as (a) U.S. Treasury and other government and agency securities, (b) municipal bonds, (c) mortgage-backed securities, (d) asset-backed securities, (e) corporate bonds, notes and debentures in various sectors, (f) preferred and common stock, (g) investments in affiliated and other investment companies, (h) short-term investments and other net assets, and (i) repurchase agreements and reverse repurchase agreements; (ii) other commingled investments; (iii) investment grade debt; (iv) fixed income instruments which may be represented by options, future contracts or swap agreements; and (v) cash and cash equivalents. The fair value of certain assets related to the Union VEBA in this category as of December 31, 2014 was estimated using the NAV per share of the investments.

^2.

This category represents investments in equity funds that invest in portfolios comprised of: (i) equity and equity-related securities of U.S. and non-U.S. issuers across all market capitalizations; (ii) common stock in investment trust funds; and (iii) other short-term investments. The fair value of assets related to the Union VEBA presented in this category as of December 31, 2014 was estimated using the NAV per share of the equity fund investments.


^3.	This category represents cash and investments in various money market funds.

^4.

The plan assets are invested in investment funds that hold a diversified portfolio of: (i) U.S and international debt and equity securities; (ii) fixed income securities such as corporate bonds and government bonds; (iii) mortgage-related securities; and (iv) cash and cash equivalents. The fair value of certain assets related to the Union VEBA in this category as of December 31, 2014 was estimated using the NAV per share of the investments.


^5.	See Note 2 for components of cash and cash equivalents.

^6.

This category represents investments in fixed income corporate securities in various sectors. Investments in the industrial, financial and utilities sectors in 2014 represented approximately 51%, 37% and 12% of the total portfolio in this category, respectively. The fair value of certain assets related to the Union VEBA in this category as of December 31, 2014 was estimated using the NAV per share of the investments.

Financial instruments classified as Level 3 in the fair value hierarchy represent Midwest premium swap contracts for which at least one significant unobservable input in the valuation model is a management estimate. This is necessary due to the lack of an exchange traded product with observable market pricing data. Fair value was determined using a forward curve based on the average pricing quotes from our trading counterparties and applying a discount factor based on the risk-free interest rate.

The following table presents quantitative information for Level 3 Midwest premium derivative contracts:

Fair Value at December 31, 2015 (in millions of dollars)

Valuation Technique

Unobservable Input

Settlement Period

Price Curve Range ($ in unit price)

Assets:

Midwest premium contracts

0.9

Discounted fair value

Forward price curve

Jan-16 through Dec-17

$0.084 per metric ton to $0.086 per metric ton

Liabilities:

Midwest premium contracts

(0.3

)

Discounted fair value

Forward price curve

Jan-16 through Dec-17

$0.084 per metric ton to $0.086 per metric ton

The following table presents a reconciliation of activity for the Level 3 Midwest premium derivative contracts on a net basis (in millions of dollars):



	Year Ended December 31,
	2015			2014
Fair value measurement at beginning of period	$	1.0		$	1.1
Total realized/unrealized (loss) gain included in:
Cost of goods sold, excluding depreciation and amortization and other items and Unrealized loss (gain) on derivative instruments	(3.9		)	4.4
Transactions involving Level 3 derivative contracts:
Purchases	(4.0		)	2.8
Sales	—			—
Issuances	—			—
Settlements	7.5			(7.3		)
Transactions involving Level 3 derivatives - net	3.5			(4.5		)
Transfers in and (or) out of Level 3 valuation hierarchy	—			—
Fair value measurement at end of period	$	0.6		$	1.0

Total loss included in Unrealized loss (gain) on derivative instruments, attributable to the change in unrealized gain/loss relating to derivative contracts held at December 31:	$	0.6		$	1.0

Fair Values of Non-Financial Assets and Liabilities

CAROs. The inputs in estimating the fair value of CAROs include: (i) the timing of when any such CARO cash flows may be incurred; (ii) incremental costs associated with special handling or treatment of CARO materials; and (iii) the credit-adjusted risk-free rate applicable at the time additional CARO cash flows are estimated; all of which are considered Level 3 inputs as they involve significant judgment from us.

The following table summarizes the activity relating to our CARO liabilities (in millions of dollars):



	Year Ended December 31,
	2015			2014		2013
Beginning balance	$	4.8		$	4.4	$	4.1
Liabilities settled during the period	(0.2		)	—		(0.2		)
Accretion expense	0.3			0.4		0.4
Adjustment to accretion expense due to revisions to estimated cash flow and timing of expenditure¹	—			—		0.1
Ending balance	$	4.9		$	4.8	$	4.4

^{__________________________________________}


^1.	The adjustments in 2013 did not have a material impact on the basic and diluted net income per share for 2013.

The estimated fair value of CARO liabilities at December 31, 2015 and December 31, 2014 were both based upon the application of a weighted-average credit-adjusted risk-free rate of 8.7%. CAROs are included in Other accrued liabilities or Long-term liabilities, as appropriate (see Note 2).

During 2015, we performed a review of our property, plant and equipment held for future development that we determined not to deploy for future use, resulting in impairment charges to reflect the scrap value of such assets (see Note 1). With the exception of the impairment of these assets, we concluded that none of our non-financial assets, including goodwill and intangible assets and liabilities subject to fair value assessments on a non-recurring basis required a material adjustment to the carrying amount of such assets and liabilities at December 31, 2015 and December 31, 2014.