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(1)	Segment income and segment Adjusted EBITDA exclude start-up operating losses and expenses incurred during the start-up period. For the years ended December 31, 2019, 2018 and 2017, start-up costs were $7.8 million, $45.3 million and $66.6 million, respectively.

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(2)	Segment Adjusted EBITDA is a non-GAAP financial measure. See Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Segments” for a definition and discussion of segment Adjusted EBITDA and a reconciliation to segment income.

(1)	Segment Adjusted EBITDA is a non-GAAP financial measure. See Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Segments” for a definition and discussion of segment Adjusted EBITDA and a reconciliation to segment income.

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(1)	Segment Adjusted EBITDA is non-GAAP financial measure. See Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Segments” for a definition and discussion of segment Adjusted EBITDA and a reconciliation to segment income.

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▪	our ability to identify appropriate acquisition targets and to negotiate acceptable terms for their acquisition;

▪	our ability to obtain all necessary regulatory approvals on the terms expected and/or to complete any acquisition in a timely manner or at all;

▪	our ability to integrate new businesses into our operations;

▪	the availability of capital on acceptable terms to finance acquisitions;

▪	the ability to generate the cost savings or synergies anticipated;

▪	the inaccurate assessment of undisclosed liabilities;

▪	increasing demands on our operational systems; and

▪	the amortization of acquired intangible assets.

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▪	our ability to identify appropriate assets or businesses for divestiture and buyers, and to negotiate favorable terms for the divestiture of such assets or businesses;

▪	diversion of resources and management’s attention from the operation of our business, including providing on-going services to the divested business;

▪	loss of key employees following such a transaction;

▪	difficulties in the separation of operations, services, products and personnel;

▪	retention of future liabilities as a result of contractual indemnity obligations; and

▪	loss of, or damage to our relationships with, our existing customers, suppliers or other business relationships.

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▪	regional, global economic and political conditions;

▪	availability and relative pricing of metal substitutes;

▪	labor costs;

▪	energy prices;

▪	governmental regulations;

▪	seasonal factors and weather; and

▪	tariffs, import and export levels and/or other trade restrictions.

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▪	changes in U.S. and international governmental regulations, trade policy and laws, including tax laws and regulations;

▪	compliance with U.S. and foreign anti-corruption and trade control laws, such as the Foreign Corrupt Practices Act, export controls and economic sanction programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control;

▪	currency exchange rate fluctuations;

▪	tariffs and other trade barriers;

▪	the potential for nationalization of enterprises or government policies favoring local production;

▪	renegotiation or nullification of existing agreements;

▪	interest rate fluctuations;

▪	high rates of inflation;

▪	currency restrictions and limitations on repatriation of funds;

▪	compliance with privacy and data security laws, such as the European Union’s General Data Protection Regulation;

▪	differing protections for intellectual property and enforcement thereof;

▪	differing and, in some cases, more stringent labor regulations;

▪	an outbreak of disease or similarly public health threat, such as the existing threat of COVID-19, particularly as it may impact our operations and supply chain in China;

▪	divergent environmental laws and regulations; and

▪	political, economic and social instability.

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▪	making it more difficult for us to satisfy our obligations with respect to our indebtedness, which could result in an event of default under the indenture governing the 2023 Junior Priority Notes and the agreements governing our other indebtedness;

▪	limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;

▪	increasing our vulnerability to general economic downturns, competition and industry conditions, which could place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore we may be unable to take advantage of opportunities that our leverage prevents us from exploiting;

▪	exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under the ABL Facility and the Term Loan Facility, are at variable rates of interest;

▪	exposing our cash flows to changes in floating rates of interest such that an increase in floating rates could negatively impact our cash flows;

▪	imposing additional restrictions on the manner in which we conduct our business under financing documents, including restrictions on our ability to pay dividends, make investments, incur additional debt and sell assets; and

▪	reducing the availability of our cash flows to fund our working capital requirements, capital expenditures, acquisitions, investments, other debt obligations and other general corporate requirements, because we will be required to use a substantial portion of our cash flows to service debt obligations.

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▪	incur additional indebtedness;

▪	pay dividends on capital stock and make other restricted payments;

▪	make investments and acquisitions;

▪	engage in transactions with our affiliates;

▪	sell assets;

▪	merge or consolidate with other entities; and

▪	create liens.

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(a)	As a result of the divestitures of the recycling and specification alloys and extrusions businesses in 2015, the Company has presented the results of operations and financial position of these former businesses as discontinued operations for all periods presented.

(b)	We paid $11.3 million in dividends to our stockholders during the year ended December 31, 2018, $11.1 million of which was in the form of a special property dividend.

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▪	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 (such as the outbreak of COVID-19);

▪	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;

▪	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; and

▪	risks related to the Merger, including the possibility that the Merger may not be consummated.

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▪	Our Business – a general description of our operations, recent strategic initiatives, the aluminum industry, our critical measures of financial performance and our operating segments;

▪	Fiscal 2019 Summary and Outlook – a discussion of the key financial highlights for 2019, as well as material trends and uncertainties that may impact our business in the future;

▪	Results of Operations – an analysis of our consolidated and segment operating results and production for the years presented in our consolidated financial statements;

▪	Liquidity and Capital Resources – an analysis and discussion of our cash flows and current sources of capital;

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

▪	Exchange Rates – a discussion of our subsidiaries’ functional currencies and the related currency translation adjustments;

▪	Contractual Obligations – a summary of our estimated significant contractual cash obligations and other commercial commitments at December 31, 2019;

▪	Environmental Contingencies – a summary of environmental laws and regulations that govern our operations; and

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

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▪	volumes;

▪	commercial margins; and

▪	cash conversion costs.

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

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

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▪

Our 2019 revenues decreased $70.0 million, or 2%, due in part to the lower average price of aluminum included in our invoiced prices and the stronger average U.S. dollar that unfavorably impacted the translation of our Europe and Asia-Pacific based revenues. These decreases were partially offset by improved margins and a favorable mix of products sold that more than offset a 2% decrease in volumes. The improved mix of products sold resulted from an increase in global aerospace volumes, which benefited from improved demand patterns and growth in Asia Pacific, and an increase in global automotive volumes, resulting from increased shipments of autobody sheet from our Lewisport facility.

▪	Losses from continuing operations were $11.8 million in 2019 compared to $91.6 million in 2018. Contributing to the decreased loss in the current year were:

▪	a $112.1 million increase in Adjusted EBITDA;

▪	debt extinguishment costs of $48.9 million recorded in 2018, resulting from the debt refinancing, which did not recur in 2019; and

▪	a $47.4 million reduction in start-up costs, primarily related to labor and other expenses associated with the North America ABS Project. Substantially all of the costs previously considered start-up expense have been absorbed within Adjusted EBITDA, as discussed below.

▪	an unfavorable change of $57.9 million in unrealized gains on derivative financial instruments (a gain of $22.7 million in 2018 compared to a loss of $35.2 million in 2019);

▪	a $27.0 million unfavorable change in metal lag, net of realized derivative gains and losses;

▪	a $12.8 million increase in the tax provision;

▪	a $12.2 million gain recorded in 2018, as the Real Industry, Inc. bankruptcy reorganization was finalized and we received shares of Elah Holdings, Inc.’s (the reorganized company) common stock (which shares were distributed to our stockholders through a special property dividend) and cash considerations; and

▪	an $11.7 million increase in interest expense resulting from increased debt and decreased capitalized interest.

▪	Adjusted EBITDA was $388.1 million in 2019 compared to $276.0 million in the prior year. Improved rolling margins and favorable metal spreads increased Adjusted EBITDA approximately $104.0 million and an improved

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▪	Liquidity at December 31, 2019 was approximately $352.9 million, which consisted of $290.8 million of availability under Aleris International’s ABL Facility (as defined below), $54.6 million of cash and $7.5 million of cash restricted for payment of the China Loan Facility (as defined below).

▪	Capital expenditures increased to $125.7 million in 2019 from $108.2 million in the prior year.

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▪	Global aerospace shipments are expected to be slightly down as prior year volumes benefited from the timing of our annual maintenance outages in Koblenz and we executed a first quarter 2020 expansion-related outage in Zhenjiang;

▪	North America automotive volumes are expected to decrease as a result of customer right-sizing inventories following a 2019 labor disruption in the automotive supply chain;

▪	Softer European automotive production and industrial activity will continue to impact automotive, heat exchanger and regional products; and

▪	Unfavorable year-over-year rolling margins in North America due to increased foreign imports are expected to be offset by stronger productivity and operating efficiency.

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▪	the lower average price of aluminum included in our invoiced prices decreased revenues approximately $213.0 million;

▪	the stronger average U.S. dollar unfavorably impacted the translation of our Europe and Asia-Pacific based revenues, decreasing revenues approximately $57.0 million;

▪

an improved mix of products sold more than offset a 2% decline in volume and increased revenues approximately $130.0 million. Our global automotive volumes increased approximately 37%, as increasing shipments of autobody sheet from our Lewisport facility more than offset softness in automotive demand in Europe. Our global aerospace volumes increased approximately 33%, benefiting from improved demand patterns and growth in Asia Pacific. North America distribution volumes decreased 36% as the Lewisport facility continued to ramp-up automotive volumes; and

▪	improved rolling margins increased revenues approximately $65.0 million.

▪	improved rolling margins and favorable metal spreads increased gross profit approximately $104.0 million;

▪	an improved mix of products sold increased gross profit approximately $46.0 million;

▪	a $31.2 million decrease in start-up expenses as the North America ABS Project substantially exited the start-up phase for the first CALP during the third quarter of 2018 and the second CALP during the third quarter of 2019 (the majority of costs previously classified as start-up expenses in the prior year period continue to be incurred, however, they now impact volume and productivity);

▪	metal price lag had an estimated $52.8 million unfavorable impact on gross profit for the year ended December 31, 2019 when compared to the year ended December 31, 2018. This unfavorable impact from metal price lag excludes the realized gains and losses on metal derivative financial instruments, which are classified separately in the Consolidated Statements of Operations (see table below); and

▪

inflation and unfavorable productivity combined to decrease gross profit approximately $29.0 million. The unfavorable productivity resulted primarily from the ramp-up of automotive production and the higher cost structure of the Lewisport facility, as costs considered start-up expense in the prior year period are now considered within segment operating results, and the lower production requirements in Europe from weaker automotive demand due to lower automotive build rates.

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▪	a $16.2 million decrease in SG&A start-up costs, primarily related to labor, consulting, research and development and other expenses;

▪	a $7.8 million increase in business development expenses and professional fees, primarily related to the Merger; and

▪	a $3.1 million increase in labor costs, primarily due to increased incentive compensation expenses as well as wage inflation.

▪	a $12.2 million gain recorded in the second quarter of 2018 as the Real Industry, Inc. bankruptcy reorganization was finalized and we received shares of Elah Holdings, Inc.’s (the reorganized company) common stock (which shares were distributed to our stockholders through a special property dividend) and cash considerations; and

▪	a $2.5 million increase in the non-operational component of our pension expense.

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a 9% increase in volumes increased revenues approximately $255.0 million. In North America, automotive volumes increased more than 200% as production on the first Lewisport CALP ramped-up. In addition, North America distribution volumes increased 11% as prior year sales were affected by both an extended planned outage at our Lewisport facility and the strategic build of inventory in advance of that outage, while building and construction volumes increased 7% as a result of favorable demand and improved operating performance. In Europe, automotive volumes increased 18% as demand improved and we benefited from recent multi-year supply agreements, customer model launches and improved operating performance. European aerospace volumes increased 2% as we saw the impact of customer destocking subside in the second half of the year. In Asia Pacific, increased shipments and an improved mix of products sold resulted from a 50% increase in aerospace volumes;

▪	the higher average price of aluminum included in our invoiced prices increased revenues approximately $262.0 million;

▪	the weaker average U.S. dollar favorably impacted the translation of our Europe and Asia-Pacific based revenues, increasing revenues approximately $46.0 million; and

▪	improved rolling margins increased revenues approximately $13.0 million.

▪	improved rolling margins and favorable metal spreads increased gross profit approximately $71.0 million;

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▪	higher volumes and an improved mix of products sold increased gross profit approximately $30.0 million;

▪	metal price lag had an estimated $28.2 million unfavorable impact on gross profit for the year ended December 31, 2018 when compared to the year ended December 31, 2017. This unfavorable impact from metal price lag excludes the realized gains and losses on metal derivative financial instruments, which are classified separately in the Consolidated Statements of Operations (see table below);

▪	depreciation expense increased approximately $22.8 million as substantially all of the assets related to the North America ABS Project were placed in service;

▪

an unfavorable $20.0 million impact related to inflation and net productivity, as favorable productivity in Europe and the North America continuous cast business was more than offset by the impact of the ramp-up of automotive production and the higher cost structure of the Lewisport facility, as well as labor cost inflation, energy price increases and significantly higher North America freight costs; and

▪	start-up costs, primarily attributable to the North America ABS Project, increased $3.2 million.

▪	a $21.8 million decrease in start-up costs, primarily related to labor, consulting and other expenses associated with the North America ABS Project. The majority of these costs continued to be incurred but were either recorded within “Cost of sales” as production began or contributed to the increase in SG&A labor costs discussed below;

▪	a $2.0 million decrease in stock-based compensation expense;

▪	an $8.1 million increase in professional fees and business development expenses, primarily related to the Merger; and

▪	a $7.8 million increase in labor costs, primarily due to the costs previously considered start-up expenses being recorded within segment SG&A expense in the second half of 2018, as well as wage inflation.

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▪	a prior year expense of $22.8 million related to the impairment of amounts held in escrow from the sale of our former recycling business to Real Industry, Inc. The amounts in escrow were shares of Series B non-participating preferred stock of Real Industry, Inc., which filed for bankruptcy protection in November 2017. The value of the preferred stock was fully impaired upon the bankruptcy filing;

▪	a $12.2 million gain recorded in the second quarter of 2018 as the Real Industry, Inc. bankruptcy reorganization was finalized and we received shares of Elah Holdings, Inc.’s (the reorganized company) common stock (which shares were distributed to our stockholders through a special property dividend) and cash considerations;

▪	a $7.9 million favorable change in currency exchange rate gains and losses (a $0.3 million loss in 2018 compared to an $8.2 million loss in 2017), primarily related to the remeasurement of U.S. dollar working capital and debt balances in Europe; and

▪	a prior year expense of $6.5 million from recording a liability for taxes related to prior acquisitions.

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an improved mix of products sold increased revenues approximately $88.0 million. Automotive volumes were up significantly as shipments of ABS from our Lewisport facility continue to increase and truck trailer volumes increased 13% on favorable demand. These increases were partially offset by a 36% decrease in distribution volumes, which were replaced by automotive volumes in Lewisport, and a 6% decrease in building and construction volumes as we experienced choppiness in the housing market;

▪	improved rolling margins increased revenues approximately $65.0 million; and

▪	lower aluminum prices included in the invoiced prices of products sold decreased revenues approximately $133.0 million.

▪

a 12% increase in volumes and an improved mix of products sold increased revenues approximately $218.0 million. Automotive volumes were up over 200%, as commercial shipments from the first CALP in Lewisport ramped-up during the period. Distribution volumes increased 11% as 2017 sales were affected by an extended planned outage at our Lewisport facility as well as the strategic build of inventory in advance of that outage. Building and construction volumes increased 7% as a result of favorable demand and improved operating performance;

▪	higher aluminum prices included in the invoiced prices of products sold increased revenues approximately $206.0 million; and

▪	improved rolling margins increased revenues approximately $18.0 million.

▪	lower aluminum prices included in the invoiced prices of products sold decreased revenues approximately $76.0 million;

▪	a stronger average U.S. dollar unfavorably impacted the translation of euro-based revenues by approximately $55.0 million; and

▪	an improved mix of products sold offset a 6% decrease in volumes. Aerospace volumes increased 22% as demand patterns improved following a prolonged period of de-stocking. Automotive, heat exchanger and regional end-use volumes decreased 12%, 13% and 8%, respectively, on weaker demand due to lower automotive and industrial activity.

▪	higher aluminum prices included in the invoiced prices of products sold increased revenues approximately $49.0 million;

▪	a weaker average U.S. dollar favorably impacted the translation of euro-based revenues by approximately $46.0 million;

▪

a 4% increase in volumes increased revenues approximately $17.0 million. Recent multi-year supply agreements as well as customer model launches resulted in a 18% increase in automotive volumes. The impact of aerospace supply chain destocking in the first half of 2018 was more than offset by both a return to normal demand patterns in the third quarter of 2018 and the benefits from our multi-year supply agreements, resulting in a 2% increase in aerospace volumes; and

▪	lower rolling margins decreased revenues approximately $5.0 million.

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▪	a 65% increase in aerospace volumes, partially offset by a 37% decrease in commercial plate volumes, increased revenues approximately $43.0 million; and

▪	lower aluminum prices included in the invoiced prices of products sold decreased revenues approximately $4.0 million.

▪	an increase in aerospace volumes increased revenues approximately $20.0 million; and

▪	higher aluminum prices included in the invoiced prices of products sold increased revenues approximately $7.0 million.

▪	improved rolling margins and favorable metal spreads, which resulted from improved scrap availability and strategic metal purchasing decisions, increased segment income approximately $105.0 million;

▪	an improved mix of products sold increased segment income approximately $7.0 million;

▪	an unfavorable change in metal price lag compared to the prior year period decreased segment income approximately $31.0 million. 2018 metal lag was favorably impacted by a substantially higher Midwest Premium; and

▪	cost inflation, primarily from wages, more than offset productivity, decreasing segment income approximately $16.0 million. Favorable productivity in our continuous cast operations was largely offset by the absorption of certain costs that were classified as start-up expenses in the prior year period.

▪	improved rolling margins and favorable metal spreads, which resulted from rising aluminum prices, improved scrap availability and strategic metal purchasing decisions, increased segment income approximately $79.0 million;

▪	a favorable change in metal price lag compared to the prior year period, resulting from a substantially higher Midwest Premium, increased segment income approximately $42.4 million;

▪	an increase in volumes increased segment income approximately $20.0 million; and

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inflation and negative net productivity decreased segment income approximately $32.0 million. Our continuous cast operations delivered solid productivity gains and improved operational performance. However, these improvements were more than offset by wage inflation, significantly higher freight costs and unfavorable productivity at our Lewisport facility. Productivity at the Lewisport facility was affected by the automotive ramp-up, the absorption of costs previously considered start-up expense and a cost structure designed for a manufacturing rate at which the facility was not yet producing.

▪	an improved mix of products sold more than offset a 6% decrease in volumes, increasing segment income approximately $10.0 million;

▪	the net impact of currency changes increased segment income approximately $2.0 million;

▪	a favorable change in metal price lag compared to the prior year period increased segment income approximately $4.0 million; and

▪	cost inflation, primarily from wages, and unfavorable productivity decreased segment income approximately $16.0 million.

▪	productivity gains from improved operational stability and cost optimization more than offset inflation, resulting in increased segment income of approximately $6.0 million;

▪	higher volumes increased segment income approximately $2.0 million;

▪	the net impact of currency changes increased segment income approximately $2.0 million;

▪	favorable metal price lag compared to the prior year increased segment income approximately $1.3 million; and

▪	lower rolling margins, higher hardener costs and increased third-party slab costs, as the Rusal sanctions resulted in sourcing purchases from other suppliers. These factors decreased segment income approximately $9.0 million.

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▪	a base rate determined by reference to the highest of (i) the rate which Deutsche Bank AG New York Branch announces as its prime lending rate, (ii) the overnight federal funds rate plus 0.50% and (iii) one-month LIBOR plus 1.00%, in each case plus 3.75%; or

▪	a LIBOR rate determined by reference to the London interbank offered rate for dollars for the relevant interest period, adjusted for statutory reserve requirements, plus 4.75%. The LIBOR rate will be subject to a 0.00% rate floor.

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in the case of borrowings in U.S. dollars, (a) a LIBOR determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), plus an applicable margin ranging from 1.50% to 2.00% based on availability under the ABL Facility or (b) a base rate determined by reference to the higher of (1) JPMorgan Chase Bank, N.A.’s prime lending rate and (2) the one month Eurodollar Rate, plus an applicable margin ranging from 0.50% to 1.00% based on excess availability under the ABL Facility;

▪	in the case of borrowings in euros, a EURIBOR determined by the administrative agent plus an applicable margin ranging from 1.50% to 2.00% based on excess availability under the ABL Facility; and

▪	in the case of borrowings in Sterling, a LIBOR determined by reference to the offered rate for deposits in Sterling for the interest period relevant to such borrowing, plus an applicable margin ranging from 1.50% to 2.00% based on excess availability under the ABL Facility.

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▪	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 our outstanding indebtedness;

▪	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.

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(i)	See Note 4, “Restructuring Charges,” to our audited consolidated financial statements included elsewhere in this annual report on Form 10-K.

(ii)

Represents the financial impact of the timing difference between when aluminum prices included within our revenues are established and when aluminum purchase prices included in our cost of sales are established. This lag will, generally, increase our earnings and EBITDA in times of rising primary aluminum prices and decrease our earnings and EBITDA in times of declining primary aluminum prices; however, our use of derivative financial instruments seeks to reduce this impact. Metal price lag is net of the realized gains and losses from our 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.

(iii)

Includes gains and losses on the disposal of assets, costs incurred in connection with proposed capital raising transactions, certain acquisition and disposition activities and other business development costs and in 2018 a gain from the resolution of the bankruptcy of our former recycling business (see Note 20, “Stockholders’ Equity” to our audited consolidated financial statements included elsewhere in this annual report on Form 10-K).

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1.	BASIS OF PRESENTATION

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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▪	In-use: The highest and best use of the asset is in-use if the asset would provide maximum value to market participants principally through its use in combination with other assets as a group (as installed or otherwise configured for use).

▪	In-exchange: The highest and best use of the asset is in-exchange if the asset would provide maximum value to market participants principally on a stand-alone basis.

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▪	a base rate determined by reference to the highest of (i) the rate which Deutsche Bank AG New York Branch announces as its prime lending rate, (ii) the overnight federal funds rate plus 0.50% and (iii) one-month LIBOR plus 1.00%, in each case plus 3.75%; or

▪	a LIBOR rate determined by reference to the London interbank offered rate for dollars for the relevant interest period, adjusted for statutory reserve requirements, plus 4.75%. The LIBOR rate will be subject to a 0.00% rate floor.

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in the case of borrowings in U.S. dollars, (a) a LIBOR determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), plus an applicable margin ranging from 1.50% to 2.00% based on availability under the ABL Facility or (b) a base rate determined by reference to the higher of (1) JPMorgan Chase Bank, N.A.’s prime lending rate and (2) the one month Eurodollar Rate, plus an applicable margin ranging from 0.50% to 1.00% based on excess availability under the ABL Facility;

▪	in the case of borrowings in euros, a EURIBOR determined by the administrative agent plus an applicable margin ranging from 1.50% to 2.00% based on excess availability under the ABL Facility; and

▪	in the case of borrowings in Sterling, a LIBOR determined by reference to the offered rate for deposits in Sterling for the interest period relevant to such borrowing, plus an applicable margin ranging from 1.50% to 2.00% based on excess availability under the ABL Facility.

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▪	repay loans extended by the shareholder of Aleris Zhenjiang prior to repaying loans under the China Loan Facility or make the China Loan Facility junior to any other debts incurred of the same class for the project;

▪	distribute any dividend or bonus to the shareholder of Aleris Zhenjiang before fully repaying the loans under the China Loan Facility;

▪	dispose of any assets in a manner that will materially impair its ability to repay debts;

▪	provide guarantees to third parties above a certain threshold that use assets that are financed by the China Loan Facility;

▪	permit any individual investor or key management personnel changes that result in a material adverse effect;

▪	use any proceeds from the China Loan Facility for any purpose other than as set forth therein; and

▪	enter into additional financing to expand or increase the production capacity of the project.

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▪	Registered investment companies—These investments are valued at quoted prices from an active market which represents the net asset value of shares at year-end and are categorized within Level 1 of the fair value hierarchy.

▪	Commingled and limited partnership funds—These investments are valued at the net asset value (“NAV”) of units held or ownership interest in partners’ capital at year-end. NAV is determined by dividing the fair value of the fund’s net assets by its units outstanding at the valuation date. Partnership interests are also based on the net asset fair value

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▪	Hedged Equity—Hedged equity funds are primarily comprised of shares or units in other investment companies or trusts. Trading positions are valued in the investment funds at fair value.

▪	Core Real Estate—Core real estate funds are composed primarily of real estate investments owned directly or through partnership interests and mortgage loans on income-producing real estate.

▪	International Large Cap Equity—International large cap equity funds invest in equity securities of companies ordinarily located outside the U.S. and Canada.

▪	Core Fixed Income—Core fixed income funds primarily invest in fixed income securities.

▪	Small Cap Value Equity—Limited partnership invested primarily in equity securities of small capitalization companies.

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(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 12, “Employee Benefit Plans,” for additional detail).

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▪	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 indenture governing the 2023 Junior Priority Notes;

▪	the release or discharge of a Guarantor Subsidiary from its guarantee under indebtedness that resulted in the obligation of the Guarantor Subsidiary under the indenture governing the 2023 Junior Priority Notes; and

▪	the requirements for legal defeasance or covenant defeasance or discharge of the indentures governing the 2023 Junior Priority Notes having been satisfied.

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▪	reviewing and overseeing the administration of the Company’s internal accounting policies and procedures;

▪	reviewing and overseeing the preparation of the Company’s financial statements; and

▪	consulting with the Company’s independent accountants.

▪	developing and approving all elements of compensation with respect to the Company’s executive officers; and

▪	approving and overseeing the management and administration of all material compensation paid by the Company.

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▪	attracting, retaining and motivating key executives and management personnel by providing an appropriate level and mixture of fixed and at risk compensation;

▪	linking compensation with performance by providing reasonable incentives to accomplish near term Company-wide successes based on our strategic business plan; and

▪	rewarding long-term increased Company value and aligning the interests of the executives with our stockholders.

▪	Sean M. Stack (Chairman and Chief Executive Officer);

▪	Eric M. Rychel (Executive Vice President, Chief Financial Officer and Treasurer);

▪	Jacobus A.J. Govers (Executive Vice President, President of Europe and Global Markets);

▪	Michael T. Keown (Executive Vice President and President of Aleris North America);

▪	Christopher R. Clegg (Executive Vice President, Secretary and General Counsel); and

▪	Tamara S. Polmanteer (Executive Vice President, Chief Human Resources Officer).

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(1)	The amounts reported reflect the December 31, 2019 spot conversion rate used by the Company equaling 1.1215 US$ to 1€.

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(1)	The current MIP Net Cash Flow targets are negative numbers. Achievement closer to zero yields a higher payout.

(2)	Varies by individual as further described below. Please see the information below with respect to each of our named executive officer’s annual payments.

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(1)	Total MIP Payout percentage reported above is the approximate aggregate payout percentage for each of the award calculation components, rounded to the nearest whole percentage for reporting purposes. With respect to the individual performance goals, Mr. Stack achieved performance of 150% and Messrs. Rychel, Govers, Keown and Clegg and Ms. Polmanteer each achieved performance of 140%.

(2)	For each of our NEOs, the total MIP award amount includes amounts payable in satisfaction of the applicable quarterly MIP EBITDA targets and satisfaction of individual performance goals.

(3)	Amounts may not foot due to conversion rates. For Mr. Govers, the Target Bonus Amount has been converted using the December 31, 2019 spot conversion rate used by the Company (equaling 1.1215 US$ to 1€).

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(1)

The amounts in this column for 2017 and 2018 represent the first installment and second installment, respectively, of the Retention Bonuses. The amount of the Retention Bonus reported in respect of 2018 was paid in January 2019, as described above under “Special cash transaction bonuses and retention bonuses”. For Mr. Govers, this column also includes, for 2017, 2018 and 2019, the first, second and third payments, respectively of his Sign-on Award, which is described above under “Cash sign-on bonus”.

(2)

The amounts in this column represent the grant date fair value of the equity award calculated in accordance with FASB ASC Topic 718; however, the grant date fair value amount did not take into account the right of award holders to receive dividends pursuant to dividend equivalent rights with respect to outstanding unvested RSU awards. Details and assumptions used in calculating the grant date fair value of the RSU awards may be found in Note 13, “Stock-based compensation,” to Aleris Corporation’s audited consolidated financial statements included herein.

(3)

The amounts in this column represent the grant date fair value of the equity award calculated in accordance with FASB ASC Topic 718. The fair value of the stock options will likely vary from the actual value the holder may receive on exercise because the actual value depends on the number of stock options exercised and the market price of our common stock on the date of exercise. Details and assumptions used in calculating the grant date fair value of the stock options may be found in Note 13, “Stock-based compensation,” to Aleris Corporation’s audited consolidated financial statements included herein.

(4)

The amounts in this column represent each named executive officer’s aggregate earnings under the Deferred Compensation Plan as well as the change in the actuarial present value of such executive’s benefit under the Aleris Cash Balance Plan for Messrs. Stack, Keown and Clegg or, for Mr. Govers, the Belgian Retirement Plan. For additional information see the sections entitled “Pension benefits as of December 31, 2019” and “Nonqualified deferred compensation as of December 31, 2019” below.

(5)

The Company provides perquisites and certain other compensatory benefits to its executives. See the section entitled “Perquisites” above. The following table sets forth certain perquisites for 2019 and certain related additional other compensation items, for our named executive officers. Amounts set forth in the table below represent actual costs, other than for parking. A specified number of parking spaces are allocated to the Company in the lease for our Cleveland location. The table sets forth the amounts that would have been paid by the named executive officers for the parking spaces. Tax gross-up payments are made to the named executive officers for annual physicals, financial planning services, spousal travel, entertainment and related expenses, and expatriate tax equalization expenses, as applicable.

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(a)	Tax gross-up payments are made to the named executive officers for annual physicals and financial planning services, as applicable.

(b)

For Mr.Govers, the total amount has been converted using the December 31, 2019 spot conversion rate used by the Company (equaling 1.1215 US$ to 1€). The amount listed under “Financial Planning” represents financial planning services; and the amount listed under “Automobile” represents the value of the benefit conferred upon Mr. Govers for use of the Company-leased automobile, in accordance with Belgian case law in the context of calculating statutory termination payments (which is different than the value attributed to this benefit).

(c)

Amounts included in this column represent the incremental cost of our named executive officers’ spouses and guests participating in certain business-related entertainment events and travel in connection with such events. Where a spouse or guest traveled with a named executive officer utilizing a Company-sponsored aircraft on an otherwise scheduled business flight, there was no incremental cost to the Company associated with the spouse’s or guest’s accompaniment. Where a spouse or guest traveled with a named executive officer utilizing commercial flights, the incremental cost has been calculated based on the actual cost to the Company of the ticket and related fees. With respect to entertainment expenses attributed to a named executive officer’s spouse or guest, the incremental cost is calculated based on the cost of meals or individually-purchased event tickets that are attributable to the spouse’s or guest’s attendance. For 2019, Mr. Keown received a tax gross-up payment on any such imputed income.

(d)	Amounts included in this column represent restoration matching contributions as well as restoration retirement accrual matching contributions made to the Aleris 401(k) Plan on behalf of our U.S. named executive officers.

(e)	Amounts included in this column represent restoration matching contributions and restoration retirement accrual contributions made to the Deferred Compensation and Retirement Benefit Restoration Plan on behalf of the U.S. named executive officers.

(f)	The amount included for Mr. Keown represents certain expatriate tax equalization payments being made to him in connection with his prior service outside of the U.S.

(6)	To convert compensation values to US$, the December 31, 2019 spot conversion rate used by the Company (equaling 1.1215 US$ to 1€).

(1)	To convert compensation values to US$, the December 31, 2019 spot conversion rate used by the Company (equaling 1.1215 US$ to 1€) was applied to the estimated possible MIP payouts.

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(1)	As applicable and in connection with dividends paid on the Company’s common stock in 2010 and 2013, the stock option exercise prices and number of shares underlying the stock options have been adjusted. All outstanding options were fully vested as of December 31, 2019.

(1)	In connection with Mr. Stack’s RSU vesting events, 40,492 shares were issued to the executive and 36,783 shares were surrendered to pay required withholding obligations associated with such vesting events.

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(2)	In connection with Mr. Rychel’s RSU vesting events, 12,903 shares were issued to the executive and 9,097 shares were surrendered to pay required withholding obligations associated with such vesting events.

(3)	In connection with Mr. Govers’ RSU vesting events, 8,892 shares were issued to the executive and 13,108 shares were surrendered to pay required withholding obligations associated with such vesting events.

(4)	In connection with Mr. Keown’s RSU vesting events, 12,133 shares were issued to the executive and 9,867 shares were surrendered to pay required withholding obligations associated with such vesting events.

(5)	In connection with Mr. Clegg’s RSU vesting events, 10,616 shares were issued to the executive and 8,634 shares were surrendered to pay required withholding obligations associated with such vesting events.

(6)	In connection with Ms. Polmanteer’s RSU vesting events, 6,451 shares were issued to the executive and 4,549 shares were surrendered to pay required withholding obligations associated with such vesting events.

(1)	To convert the present value of accumulated benefit to US$, the December 31, 2019 spot conversion rate used by the Company (equaling 1.1215 US$ to 1€) was applied.

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(1)	This amount reflects a portion of salary that the indicated executive elected to defer during 2019. This amount is included in the “Salary” column of the “Summary compensation table”.

(2)

The full amounts reported as Company contributions have been reported in the “All other compensation” columns in the “Summary compensation table”. Amounts included in this column represent the following contributions made to the Deferred Compensation Plan: (a) restoration matching contributions on behalf of Messrs. Stack, Rychel, Keown and Clegg and Ms. Polmanteer in the amounts of $84,401, $27,115, $21,686, $22,901 and $16,862 respectively, and (b) restoration retirement accrual contributions on behalf of Messrs. Stack, Rychel, Keown, Clegg and Ms. Polmanteer in the amounts of $30,645, $7,642, $5,558, $8,457 and $6,407, respectively.

(3)	Includes amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary compensation table.”

(4)	Of the totals in this column, amounts previously reported in the “Summary compensation table” for previous years are $429,640, $105,378, $40,875, $238,844 and $31,082, respectively, for Messrs. Stack, Rychel, Keown and Clegg and Ms. Polmanteer.

(5)	Mr. Govers was not a participant in our Deferred Compensation Plan in 2019.

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(1)	To the extent accrued benefits (i.e., business expenses and vacation) have not yet been paid or used, as applicable, prior to the date of termination, these benefits will be paid as soon as practicable following the date of termination.

(2)

The cash severance payment is equal to 3 times (for Mr. Stack) or 1.5 times (for Messrs. Rychel, Keown, Clegg and Ms. Polmanteer) the sum of the (x) executive’s base salary and (y) annual target bonus. It is payable in substantially equal installments consistent with Aleris International’s payroll practices over a period of 24 months for Mr. Stack and 18 months for Messrs. Rychel, Keown, Clegg and Ms. Polmanteer following the date of termination. However, in the event of a termination of employment by the Company without Cause or by the executive for Good Reason in anticipation of or within 12 months following a Change of Control (as defined in the Plan), the cash severance payment will be paid in a cash lump sum within 30 days following the date of termination, to the extent permissible without penalty under the applicable tax rules.

(3)	The pro-rata bonus is determined based on the executive’s annual target bonus adjusted for the number of days the executive was employed during the calendar year.

(4)

After giving effect to the amendment to the Employment Agreement entered into with each of our U.S. named executive officers, (i) for Mr. Stack, the nonrenewal payment is calculated and paid in the same manner as the cash severance payment and (ii) for Messrs. Rychel, Keown and Clegg and Ms. Polmanteer, the nonrenewal payment is equal to the sum of the (x) executive’s base salary and (y) annual target bonus.

(5)

In connection with a termination by the Company without Cause or by the executive for Good Reason, medical coverage continues for 24 months for Mr. Stack or 18 months for Messrs. Rychel, Keown and Clegg and Ms. Polmanteer. In connection with a termination by the Company due to nonrenewal, medical coverage continues for 24 months for Mr. Stack or 12 months for Messrs. Rychel, Keown and Clegg, and Ms. Polmanteer.

(6)	The Company must provide at least six months’ notice (30 days’ notice for Mr. Stack) in the event it elects not to renew any such named executive officer’s employment at the end of the then-outstanding term in accordance with the terms of the Employment Agreement.

(7)	Each executive is required to provide at least 60 days’ notice in the event they elect to not renew his or her Employment Agreement at the end of the then-outstanding term in accordance with the terms of the Employment Agreement.

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▪	a material breach by the executive of the Employment Agreement;

▪	other than as a result of physical or mental illness or injury, the executive’s continued failure to substantially perform the executive’s duties;

▪	gross negligence or willful misconduct by the executive which causes or reasonably should be expected to cause material harm to Company and its subsidiaries;

▪	material failure by the executive to use best reasonable efforts to follow lawful instructions of the Board of Directors or, for the named executive officers other than Mr. Stack, the executive’s direct supervisor; or

▪	the executive’s indictment for, or plea of nolo contendere to, a felony involving moral turpitude or other serious crime involving moral turpitude.

▪	a material reduction in base salary or annual bonus opportunity;

▪	a material diminution in position, duties, responsibilities or reporting relationships;

▪	a material breach by the Company of any material economic obligation under the Employment Agreement or any applicable stock option or RSU award agreements; or

▪	a change of principal place of employment to a location more than 75 miles from such principal place of employment as of the effective date of the applicable Employment Agreement.

▪

the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) of the Securities Exchange Act of 1934) other than the Initial Investors and their affiliates (including among such affiliates, for purposes of this definition, for the avoidance of doubt, any entity that the Initial Investors beneficially own more than 50% of the then-outstanding securities entitled to vote generally in the election of directors of such entity) of more than 50% of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Securities”);

▪	any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company following which any person or group, other than the Initial Investors and their affiliates, beneficially owns more than 50% of the Voting Securities of the surviving entity;

▪	the sale, lease, exchange, transfer or other disposition of all, or substantially all, of the assets of the Company and its consolidated subsidiaries, other than to a successor entity of which the Initial Investors and their affiliates beneficially own 50% or more of the Voting Securities; or

▪

a change in the composition of the Board of Directors over a period of 36 months or less, such that a majority of the individuals who constitute the Board of Directors as of the beginning of such period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of Directors; provided that any person becoming a Director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors, including those directors whose election or nomination for election was previously so approved, shall be deemed to be an Incumbent Director.

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(1)	The amounts in this column include only payment of accrued but unused vacation, as of December 31, 2019.

(2)

The amount of Cash and Benefits in the event of a termination by Aleris International due to non-renewal of the employment term (calculated under the terms of each executive’s Employment Agreement assuming the termination occurred on December 31, 2019) includes the payment of the executive’s nonrenewal payment, the 2019 earned MIP bonus, accrued an unused vacation and an estimated value of continued medical benefits.

(3)

The amount of Cash and Benefits in the event of a termination by Aleris International without Cause or by the Executive for Good Reason (calculated under the terms of each executive’s Employment Agreement assuming the termination occurred on December 31, 2019) includes, in addition to the amounts described in Note 5 below, the payment of the executive’s cash severance payment and an estimated value of continued medical benefits.

(4)	Upon termination by Aleris International without Cause or by the executive for Good Reason, the named executive officers’ remaining unvested stock options and RSUs would vest (or partially vest) under the terms of the applicable agreements; however, as of December 31, 2019, all outstanding equity awards were fully vested under their terms notwithstanding an assumed termination event.

(5)	The amounts in this column include payment of accrued but unused vacation for all named executive officers as of December 31, 2019, as well as a cash payment equal to each executive’s 2019 MIP bonus (assuming payout at target level and termination on December 31, 2019).

(6)	The payments and benefits to which Mr. Govers would be entitled in the event of certain termination from employment events are governed by Belgian laws and described separately below.

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(1)

Messrs. Brook Hinchman, Brian Laibow, Robert O’Leary and Kaj Vazales and Ms. Emily Stephens (the “Oaktree Directors”) were appointed to the Board of Directors by the Oaktree Funds. All remuneration paid to the Oaktree Directors is turned over to an affiliate of Oaktree pursuant to an agreement between the Oaktree Funds and the Oaktree Director as part of his or her employment with the Oaktree Funds. No remuneration is kept by any Oaktree Director. In January 2020, Mr. Robert LaRoche replaced Ms. Emily Stephens as an Oaktree Director.

(2)	Mr. Matthew R. Michelini is a partner of the Apollo Funds but has not been appointed to our Board by the Apollo Funds, and he has advised the Corporation that he waives all cash and non-cash compensation (including equity awards) with respect to his service as one of our directors.

▪

Generally directors do not have any rights with respect to the shares underlying their RSUs, until each RSU becomes vested and the director is issued a share of common stock in settlement of the RSU; however, the RSUs granted to the directors include a dividend equivalent right, pursuant to which the director is entitled to receive, for each RSU, a payment equal in amount to any dividend or distribution made with respect to a share of our common stock, at the same time the dividend or distribution is made to our stockholders.

▪	The RSUs will be settled through the issuance of shares of our common stock equal to the number of RSUs that have vested.

▪	If the stockholders of the Company do not re-elect or reappoint a director to our Board of Directors and the Board of Directors of Aleris International prior to the end of the applicable vesting period, all restrictions will lapse with respect to restricted stock and all RSUs will vest. If board service ceases for any other reason, all unvested restricted shares or RSUs are forfeited.

▪

In the event of, among other events, an extraordinary distribution, stock dividend, recapitalization, stock split, reorganization, merger, spin-off or other similar transaction, the Board of Directors shall make appropriate and equitable adjustments to the number, exercise price, class and kind of shares or other consideration underlying awards that have been granted under the Equity Incentive Plan, including the stock options and restricted stock awarded to directors.

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▪

All outside director stock options are 100% vested. They will terminate as follows: (1) if the stockholders of the Company do not re-elect or reappoint the director to the Board of Directors of the Company and Aleris International or the director is removed from service on the Board of Directors of the Company and Aleris International, the stock option will terminate six months after service ends; (2) if the board service ends due to death, the stock option will terminate 12 months after the date of death; and (3) if board service ends for any other reason, the stock option will terminate 90 days after service ends.

▪	After service ends, the Company has the right, but not the obligation, to purchase any shares acquired by the director upon lapsing of restrictions on restricted stock or RSUs or exercise of the stock options. The call right may be exercised, in whole or in part, from time to time and the individual will be paid the fair market value of the shares on the call settlement date.

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(1)	Represents Aleris Corporation’s 2010 Equity Incentive Plan, as amended from time to time.

(2)	The number of shares of common stock of Aleris Corporation authorized under the 2010 Equity Incentive Plan was 5,328,875 as of December 31, 2019.

(3)	Full number reported is comprised of outstanding stock options granted under Aleris Corporation’s 2010 Equity Incentive Plan, as of December 31, 2019.

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(1)	Unless otherwise indicated, the address of each person listed is c/o Aleris Corporation, 25825 Science Park Drive, Suite 400, Cleveland, Ohio 44122-7392.

(2)	Represents the number of shares of common stock issuable upon the exercise of options currently exercisable or exercisable 60 days after February 28, 2020, and upon exchange of Aleris International’s 6% senior subordinated exchangeable notes into shares of Aleris Corporation common stock.

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(3)

Aleris Corporation and each of its stockholders is a party to the stockholders agreement discussed in Item 13. - “Certain Relationships and Related Party Transactions-Stockholders Agreement.” Aleris Corporation and the Oaktree Funds, the Apollo Funds, the Bain Capital Credit Funds, the Caspian Funds and holders of at least 5% of outstanding Aleris Corporation common stock are each a party to the Registration Rights Agreement discussed in Item 13 - “Certain relationships and related party transactions-Registration rights agreement.”

(4)

Represents all equity interests owned by OCM Opportunities ALS Holdings, L.P., OCM High Yield Plus ALS Holdings, L.P., Oaktree European Credit Opportunities Holdings, Ltd., and OCM FIE, LLC. Of the shares included, 16,848,918 are held by OCM Opportunities ALS Holdings, L.P.; 999,065 are held by OCM High Yield Plus ALS Holdings, L.P.; and 183,839 are held by OCM FIE, LLC, which includes 85,170 shares which may be acquired upon exercise of options that are vested. In addition the Oaktree Funds hold $27,901,538 aggregate principal amount of Aleris International’s 6% senior subordinated exchangeable notes (convertible into 1,690,165 shares of Aleris Corporation common stock). Since June 1, 2013, Aleris International’s 6% senior subordinated exchangeable notes are exchangeable for shares of Aleris Corporation common stock at any time at the holder’s option. Therefore, the shares reported as beneficially owned in the above table include the number of shares of common stock issuable to Nominees of the Oaktree Funds upon exchange of Aleris International’s 6% senior subordinated exchangeable notes. The mailing address for the owners listed above is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(5)	Represents 5,553,946 shares of common stock held of record by Apollo ALS Holdings II, L.P. (“Apollo ALS Holdings”). Since June 1, 2013, Aleris International’s 6% senior subordinated exchangeable notes are exchangeable for shares of Aleris Corporation common stock at any time at the holder’s option. Therefore, the shares reported as beneficially owned by the Apollo Funds in the

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(6)

Represents all equity interests of Bain Capital COPS II Continuation Vehicle, L.P., Bain Capital COPS III Continuation Vehicle, L.P., Sankaty Credit Opportunities (Offshore Master) IV, L.P., Sankaty Credit Opportunities IV, L.P., Bain Capital COPS CV Holdings, L.P. and SR Group, LLC (collectively, the “Bain Capital Credit Funds”). The mailing address of the Bain Capital Credit Funds is c/o Bain Capital Credit, LP, 200 Clarendon Street, Boston, MA 02116.

(7)

Represents all equity interests of Caspian HLSC1, LLC, Caspian Select Credit Master Fund Ltd., Caspian Solitude Master Fund L.P., Caspian SC Holdings, L.P., Mariner LDC and one other account advised by Caspian Capital LP (collectively, the “Caspian Funds”). The mailing address of all Caspian Funds except Mariner LDC is 10 East 53rd Street, 35th Floor, New York, New York 10022. The mailing address of Mariner LDC is c/o Mariner Investment Group, 500 Mamaroneck Avenue, Harrison, New York 10528. Since June 1, 2013, Aleris International’s 6% exchangeable senior subordinated exchangeable notes are exchangeable for shares of Aleris Corporation common stock at any time at the holder’s option. Therefore, the shares reported as beneficially owned in the above table include the number of shares of common stock issuable upon exchange of the $2,286,729 aggregate principal amount of Aleris International’s 6% senior subordinated exchangeable notes (convertible into 138,512 shares of Aleris

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(8)	With respect to the less than 1% of shares held directly by each of Messrs. Hinchman, Laibow, LaRoche, O’Leary and Vazales, these shares are held for the benefit of OCM FIE, LLC (“FIE”), a wholly owned subsidiary of Oaktree.

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▪	a right of the Oaktree Funds to designate a certain number of directors to our board of directors;

▪	certain limitations on the transfer of Aleris Corporation’s common stock, including limitations on transfers to competitors or affiliates of competitors of Aleris;

▪	information rights for the Investors with respect to financial statements of Aleris Corporation and its subsidiaries;

▪	the ability of a Stockholder to “tag-along” their shares of Aleris Corporation common stock to sales by the Oaktree Funds or, under certain limited circumstances, the Apollo Funds to a non-affiliated third party entity, and the ability of Stockholders to “drag-along” Aleris Corporation’s common stock held by the other Stockholders under certain circumstances; and

▪	the right of certain Stockholders to purchase a pro rata portion of new securities offered by Aleris Corporation in certain circumstances.

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2.1	First Amended Joint Plan of Reorganization of Aleris International, Inc. and its Affiliated Debtors, as modified, Mar. 19, 2010 (filed as Exhibit 2.1 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

2.2

Purchase and Sale Agreement, dated October 17, 2014, among Aleris Corporation, Aleris International, Inc., Aleris Aluminum Netherlands B.V., Aleris Deutschland Holding GmbH, Aleris Holding Canada Limited, Dutch Aluminum C.V., Aleris Deutschland Vier GmbH Co KG, SGH Acquisition Holding, Inc., Evergreen Holding Germany GmbH and Signature Group Holdings, Inc. (filed as Exhibit 2.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed October 23, 2014, and incorporated herein by reference).

2.2.1	Amendment No. 1 to the Purchase and Sale Agreement dated as of January 26, 2015, by and among Aleris Corporation and Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc.) (filed as Exhibit 2.1 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed August 4, 2015, and incorporated herein by reference).

2.2.2	Amendment No. 2 to the Purchase and Sale Agreement dated as of February 26, 2015, by and among Aleris Corporation and Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc.) (filed as Exhibit 2.2 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed August 4, 2015, and incorporated herein by reference).

2.3	Backstop Agreement, dated October 17, 2014, between Aleris Corporation and Signature Group Holdings, Inc. (filed as Exhibit 2.2 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed October 23, 2014, and incorporated herein by reference).

2.4	Agreement and Plan of Merger, dated as of July 26, 2018, among Aleris Corporation, Novelis Inc., Novelis Acquisitions LLC and OCM Opportunities ALS Holdings, L.P. (filed as Exhibit 2.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on July 27, 2018 and incorporated herein by reference).

3.1	Certificate of Incorporation of Aleris Corporation, as amended (filed as Exhibit 3.1 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 14, 2014, and incorporated by reference herein).

3.2	Amended and Restated Bylaws of Aleris Holding Company (n/k/a Aleris Corporation) (filed as Exhibit 3.2 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 14, 2014, and incorporated by reference herein).

4.1	Stockholders Agreement, dated June 1, 2010, between Aleris Holding Company and the stockholders of Aleris Holding Company named therein (filed as Exhibit 10.9 to Aleris International, Inc.’s Registration Statement Form on S-4 (File No. 333-173180), and incorporated herein by reference).

4.2	Registration Rights Agreement, dated June 1, 2010, among Aleris Holding Company and the parties listed therein (filed as Exhibit 10.3.1 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

4.3	Indenture, dated as of June 25, 2018, among Aleris International, Inc., as Issuer, the Guarantors named therein and U.S. Bank National Association, as Trustee and Collateral Agent (filed as Exhibit 4.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

4.4	Form of 10.750% Senior Secured Junior Priority Note due 2023 (filed as Exhibit 4.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

10.1	Security Agreement, dated as of June 25, 2018, among Aleris International, Inc., the Guarantors from time to time party thereto and U.S. Bank National Association, as Collateral Agent (filed as Exhibit 10.1 to Aleris

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10.2

First Lien Credit Agreement, dated as of June 25, 2018, among Aleris International, Inc., as Borrower, Aleris Corporation, as Holdings, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the Lenders party thereto (filed as Exhibit 10.2 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

10.3	Security Agreement, dated as of June 25, 2018, among Aleris International, Inc., the Guarantors from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent (filed as Exhibit 10.3 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

10.4

Syndicated Facility Agreement, dated as of August 8, 2012, between Aleris Dinsheng Aluminum (Zhenjiang) Co. Ltd. (n/k/a Aleris Aluminum (Zhenjiang) Co., Ltd.), as borrower, with Bank of China Limited, Zhenjiang Branch, as lead arranger; Agricultural Bank of China Limited, Zhenjiang Branch, as secondary arranger; Bank of China Limited, Zhenjiang Jingkou Sub-Branch, as facility agent and security agent; and Bank of China Limited, Zhenjiang Jingkou Sub-Branch, Agricultural Bank of China Limited, Zhenjiang Runshou Sub-Branch, and Shanghai Pudong Development Bank, Luwan Sub-Branch (as lenders) (English translation) (filed as Exhibit 10.3 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 5, 2013, and incorporated herein by reference).

10.4.1

Agreement on New Syndicated Loan Amortization Schedule for Syndicated Loan, dated as of December 21, 2016, among Aleris Aluminum (Zhenjiang) Co., Ltd., Bank of China Limited, Zhenjiang Jingkou Sub-branch and Agricultural Bank of China Limited, Zhenjiang Jingkou Sub-branch (English translation) (filed as Exhibit 10.2.1 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.4.2	Mortgage Agreement, dated as of December 21, 2016, between Aleris Aluminum (Zhenjiang) Co., Ltd., as mortgagor, and Bank of China Limited, Zhenjiang Jingkou Sub-branch, as security agent (English translation) (filed as Exhibit 10.2.2 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.4.3	Deposit Pledge Agreement, dated as of December 21, 2016, between Aleris Aluminum (Zhenjiang) Co., Ltd., as pledgor, and Bank of China Limited, Zhenjiang Jingkou Sub-branch, as pledgee (English translation) (filed as Exhibit 10.2.3 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.4.4	Supplemental Agreement to Working Capital Loan Agreement, dated as of December 21, 2016, between Aleris Aluminum (Zhenjiang) Co., Ltd., and Bank of China Limited, Zhenjiang Jingkou Sub-branch (English translation) (filed as Exhibit 10.2.4 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.4.5	Maximum Pledge Contract, dated as of January 24, 2017, by and between Aleris Aluminum (Zhenjiang) Co. Ltd., as borrower, and Bank of China Limited, Zhenjiang Jingkou Sub-Branch, as the lender (English translation) (filed as Exhibit 10.1 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed May 4, 2017, and incorporated herein by reference).

10.4.6	Contract for Tax Refund VAT Account Pledge, dated as of January 24, 2017, by and between Aleris Aluminum (Zhenjiang) Co. Ltd., as borrower, and Bank of China Limited, Zhenjiang Jingkou Sub-Branch, as the lender (English translation) (filed as Exhibit 10.2 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed May 4, 2017, and incorporated herein by reference).

10.5	Revolving Loan Facility Agreement, dated as of August 22, 2012, between Aleris Dingsheng Aluminum (Zhenjiang) Co. Ltd. (n/k/a Aleris Aluminum (Zhenjiang) Co., Ltd.), as borrower, and Bank of China Limited, Zhenjiang Jingkou Sub-Branch, as the lender (English translation) (filed as Exhibit 10.29 to Aleris

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10.5.1	Amendment Agreement to Facility Agreement, dated as of March 25, 2013, between Aleris Aluminum (Zhenjiang) Co. Ltd., as borrower, and Bank of China Limited, Zhenjiang Jingkou Sub-Branch, as the lender (English translation) (filed as Exhibit 10.1 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed May 9, 2013, and incorporated herein by reference).

10.6

Credit Agreement, dated June 15, 2015, among Aleris International, Inc., the other Domestic Borrowers party thereto, the European Borrowers and other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders and other parties party thereto (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed June 19, 2015, and incorporated herein by reference).

10.6.1	Amendment No. 1 to Credit Agreement, dated as of March 18, 2016, by and between Aleris International, Inc. and JP Morgan Chase Bank, N.A. (as Administrative Agent) (filed as exhibit 10.4.1 to Aleris Corporations Quarterly Report on Form 10-Q (File No. 333-185443) filed May 5, 2016, and incorporated herein by reference).

10.6.2

Amendment No. 2 to Credit Agreement, dated as of February 8, 2017, by and between Aleris International, Inc., the other Domestic Borrowers party thereto, the European Borrowers and other Loan Parties party thereto, JP Morgan Chase Bank, N.A. (as Administrative Agent), and the Lenders and other parties party thereto (filed as Exhibit 10.4.2 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.6.3

Form of Amendment No. 3 to Credit Agreement, dated as of December 22, 2017, by and among Aleris International, Inc., the other borrowers and loan parties thereto, the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as European Agent, Bank of America, N.A., as syndication agent, and Barclays Bank PLC and Deutsche Bank Securities Inc., as syndication agents (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed December 28, 2017, and incorporated herein by reference).

10.6.4

Amendment No. 4 to Credit Agreement, dated as of June 25, 2018, among Aleris International Inc., the other borrowers party thereto, the other loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, and J.P. Morgan Europe Limited, as the European agent for the lenders (filed as Exhibit 10.4 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

10.7	Pledge and Security Agreement, dated June 15, 2015, among Aleris International, Inc., the other Domestic Borrowers party thereto, the other Loan Parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.2 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed June 19, 2015, and incorporated herein by reference).

10.7.1	Amended and Restated Security Agreement, dated as of June 25, 2018, among Aleris International, Inc., the other domestic borrowers party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.5 to Aleris Corporation’s Current Report on Form 8-K (File No. 001-35499) filed on June 25, 2018 and incorporated herein by reference).

10.8†	Amended and Restated Employment Agreement, effective as of July 11, 2015, by and among Aleris Corporation, Aleris International, Inc. and Sean Stack (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed October 13, 2015, and incorporated herein by reference).

10.8.1†	Form of Amendment, dated November 13, 2017, to the Amended and Restated Employment Agreement, effective as of July 11, 2015, by and among Aleris International, Inc. and Sean Stack (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed November 15, 2017, and incorporated herein by reference).

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10.9†	Form of Executive Employment Agreement with Aleris International, Inc. and the Company (filed as Exhibit 10.39 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 27, 2015, and incorporated herein by reference).

10.9.1†	Form of Amendment to U.S. Executive Agreement (filed as Exhibit 10.3 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed November 15, 2017, and incorporated herein by reference).

10.9.2†	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).

10.10†	Form of Employment Agreement dated as of June 1, 2010 by and between Aleris International, Inc., Aleris Holding Company and Christopher R. Clegg (filed as Exhibit 10.7 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.10.1†	Form of Amendment of Form of Employment Agreement by and between Aleris Corporation and Christopher R. Clegg (filed as Exhibit 10.6.1 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.10.2†	Form of Amendment to Employment Agreement by and between Aleris International, Inc., Aleris Corporation and Christopher R. Clegg, (filed as Exhibit 10.6 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-173721) filed January 22, 2014, and incorporated herein by reference).

10.11†	Form of Employment Agreement For Employee, between Aleris Aluminum Duffel BVBA and Mr. Jack (Jacobus A. J.) Govers (filed as Exhibit 10.9 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.11.1†	Form of Amendment 1 to the Employment Agreement between Aleris Aluminum Duffel BVBA and Mr. Jack (Jacobus A. J.) Govers (filed as Exhibit 10.4 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed November 15, 2017, and incorporated herein by reference).

10.12†	Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan, effective as of June 1, 2010 (filed as Exhibit 10.8 to Aleris International’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.12.1†	Amendment to Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan, effective as of September 15, 2013 (filed as Exhibit 10.5 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443), filed November 7, 2013, and incorporated herein by reference).

10.12.2†	Amendment to Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan, effective as of January 15, 2014 (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443), filed January 22, 2014, and incorporated herein by reference).

10.12.3†	Amendment to Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan, effective as of January 21, 2014 (filed as Exhibit 10.2 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443), filed January 22, 2014, and incorporated herein by reference).

10.13†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Stock Option Agreement, dated as of June 1, 2010 between Aleris Holding Company and each of Sean M. Stack and Christopher R. Clegg (filed as Exhibit 10.11 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.13.1†	Form of Amendment 1 to the Aleris Corporation 2010 Equity Incentive Plan Stock Option Agreement between Aleris Corporation and each of Sean M. Stack and Christopher R. Clegg (filed as Exhibit 10.10.1 to Aleris International, Inc.’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.13.2†	Form of Amendment 2 to the Aleris Corporation 2010 Equity Incentive Plan Stock Option Agreement between Aleris Corporation and each of Sean M. Stack and Christopher R. Clegg (filed as Exhibit 10.9.2 to

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10.14†	Form of Aleris Corporation 2010 Equity Incentive Plan Management Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K/A (File No. 333-185443, SEC Accession No. 0001518587-14-000028) filed April 21, 2014, and incorporated herein by reference).

10.15†	Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Restricted Stock Unit Agreement, dated as of June 1, 2010 between Aleris Holding Company and Sean M. Stack (filed as Exhibit 10.15 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.15.1†	Amendment 2 to the Aleris Corporation 2010 Equity Incentive Plan Restricted Stock Unit Agreement between Aleris Corporation and Sean M. Stack (filed as Exhibit 10.13.1 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-185443), and incorporated herein by reference).

10.16†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Restricted Stock Unit Agreement dated as of June 1, 2010 between Aleris Holding Company and Christopher R. Clegg (filed as Exhibit 10.14 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.16.1†	Form of Amendment 1 to the Aleris Corporation 2010 Equity Incentive Plan Restricted Stock Unit Agreement between Aleris Corporation and Christopher R. Clegg (filed as Exhibit 10.14.1 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.17†	Form of Aleris Corporation 2010 Equity Incentive Plan Management Stock Option Award Agreement (filed as Exhibit 10.2 to Aleris Corporation’s Current Report on Form 8-K/A (File No. 333-185443, SEC Accession No. 0001518587-14-000028) filed April 21, 2014, and incorporated herein by reference).

10.18†	Aleris International, Inc. Deferred Compensation and Retirement Benefit Restoration Plan, effective January 1, 2009 (filed as Exhibit 10.19 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.19†	Restated Aleris Cash Balance Plan, as amended and restated as of January 1, 2016 (filed as Exhibit 10.19.1 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 9, 2016, and incorporated herein by reference).

10.20†	Addendum No. 7 to the Group Insurance Plan of February 20, 1996 for Aleris Belgium Duffel BVBA effective as of May 1, 2016 (English translation) (filed as Exhibit 10.18 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.21†	Form of Transaction Bonus Agreement between Aleris Corporation and each of Sean M. Stack, Eric M. Rychel, Jack (Jacobus A. J.) Govers, Christopher R. Clegg and Tamara S. Polmanteer (filed as Exhibit 10.19 to Aleris Corporation’s Annual Report on Form 10-K (File No. 333-185443) filed March 3, 2017, and incorporated herein by reference).

10.21.1†	Form of Transaction Bonus Amendment between Aleris Corporation and each of Sean M. Stack, Eric M. Rychel, Jack (Jacobus A. J.) Govers, Christopher R. Clegg and Tamara S. Polmanteer (filed as Exhibit 10.1 to Aleris Corporation’s Quarterly Report on Form 10-Q (File No. 333-185443) filed August 9, 2017, and incorporated herein by reference).

10.22†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Director Stock Option Award Agreement with Brian Laibow (filed as Exhibit 10.23 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.22.1†	Form of Amendment 2 to the Aleris Corporation 2010 Equity Incentive Plan Director Stock Option Award Agreement with Brian Laibow (filed as Exhibit 10.21.2 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

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10.23†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Director Restricted Stock Unit Award Agreement with Brian Laibow (filed as Exhibit 10.24 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.24†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Director Stock Option Award Agreement with each of Lawrence Stranghoener and Emily Alexander (n/k/a Emily Stephens) (filed as Exhibit 10.25 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.24.1†	Form of Amendment 2 to the Aleris Corporation 2010 Equity Incentive Plan Director Stock Option Award Agreement with each of Lawrence Stranghoener and Emily Stephens (filed as Exhibit 10.23.2 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.25†	Form of Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Director Restricted Stock Unit Award Agreement with each of Lawrence Stranghoener and Emily Stephens (filed as Exhibit 10.26 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.26†	Aleris Holding Company (n/k/a Aleris Corporation) 2010 Equity Incentive Plan Director Restricted Stock Award Agreement with G. Richard Wagoner, Jr. (filed as Exhibit 10.27 to Aleris International, Inc.’s Registration Statement on Form S-4 (File No. 333-173180), and incorporated herein by reference).

10.27†	Form of Aleris Corporation 2010 Equity Incentive Plan Director Restricted Stock Unit Award Agreement (filed as Exhibit 10.30 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.28†	Form of Aleris Corporation 2010 Equity Incentive Plan Director Stock Option Award Agreement (filed as Exhibit 10.31 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.29†	Form of Aleris Corporation 2010 Equity Incentive Plan Director Stock Option Award Agreement Amendment (regarding equitable dividend adjustments) (filed as Exhibit 10.34 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-173721), and incorporated herein by reference).

10.30†	Form of Aleris Corporation 2010 Equity Incentive Plan Stock Option Award Agreement Amendment (regarding equitable dividend adjustments) (filed as Exhibit 10.35 to Aleris Corporation’s Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-185443), and incorporated herein by reference).

10.31†	Form of Aleris Corporation 2010 Equity Incentive Plan Executive Stock Option Agreement (filed as Exhibit 10.4 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-173721) filed January 22, 2014, and incorporated herein by reference).

10.32†	Form of Aleris Corporation 2010 Equity Incentive Plan Executive Restricted Stock Unit Agreement (filed as Exhibit 10.5 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-173721) filed January 22, 2014, and incorporated herein by reference).

10.33†	Form of Aleris Corporation 2010 Equity Incentive Plan Non-Employee Director Restricted Stock Unit Agreement (filed as Exhibit 10.7 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed January 22, 2014, and incorporated herein by reference).

10.34†	Form of Retention Bonus Agreement between Aleris Corporation and each of Sean M. Stack, Eric M. Rychel, Jack (Jacobus A. J.) Govers, Christopher R. Clegg and Tamara S. Polmanteer (filed as Exhibit 10.5 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed November 15, 2017, and incorporated herein by reference).

10.35†	Form of Aleris Corporation 2010 Equity Incentive Plan Executive Stock Option Agreement (filed as Exhibit 10.1 to Aleris Corporation’s Current Report on Form 8-K (File No. 333-185443) filed November 15, 2017, and incorporated herein by reference).

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21.1*	List of Subsidiaries of Aleris Corporation as of December 31, 2019.

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

†	Management contract or compensatory plan or arrangement

*	Filed herewith.