Fair Value Measurements

Overview

The Company applies the fair value hierarchy established by GAAP for the recognition and measurement of assets and liabilities. An asset or liability's fair value classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty risk in its assessment of fair value.

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

Financial assets and liabilities that the Company measures at fair value as required by GAAP include: (i) its derivative instruments; (ii) the plan assets of the VEBAs and the Company's Canadian defined benefit pension plan measured annually at December 31; and (iii) available for sale securities, consisting of debt investment securities and investments related to the Company's deferred compensation plan (see Note 6). The Company records certain other financial assets and liabilities at carrying value (see the tables below for the fair value disclosure of those assets and liabilities).

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

Fair Values of Financial Assets and Liabilities

Derivative Assets and Liabilities. The Company's derivative contracts are valued at fair value using significant observable and unobservable inputs.

Commodity, Energy and Foreign Currency Derivatives - The fair values of a majority of these derivative contracts are based

upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve

significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy. The Company, however, has some derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant unobservable inputs (e.g., information concerning regional premiums for swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads. The fair value of these financial instruments is classified as Level 3 in the fair value hierarchy.

Bifurcated Conversion Feature and Option Assets - The fair value of the Bifurcated Conversion Feature is measured as the difference in the estimated fair value of the Convertible Notes and the estimated fair value of the Convertible Notes without the cash conversion feature. The Convertible Notes are valued based on the trading price of the Convertible Notes each period end (see “All Other Financial Assets and Liabilities” below). The fair value of the Convertible Notes without the cash conversion feature is the present value of the series of the remaining fixed income cash flows under the Convertible Notes, with a maturity of April 1, 2015. The Bifurcated Conversion Feature and the Option Assets were designed to offset each other upon their maturity. Due to the short duration before maturity, management concluded that the fair value of the Option Assets should equal the fair value of the Bifurcated Conversion Feature as of December 31, 2014.

As of December 31, 2014, the Bifurcated Conversion Feature and Option Assets were recorded as current liabilities and assets, respectively, and were included in the Consolidated Balance Sheet as a portion of Other accrued liabilities and Prepaid expenses and other current assets, respectively.

The aggregate fair value of the Company's derivatives, recorded on the Consolidated Balance Sheets at December 31, 2014 and December 31, 2013, was a net liability of $11.1 and $4.3, respectively. The increase in the net liability position during 2014 was primarily due to changes in the underlying commodity and energy prices, as well as settlement of asset positions during such period. Changes in the fair value of the Company's derivative contracts relating to operational hedging activities are reflected in Operating income (see Note 10).

VEBA and Canadian Pension Plan Assets. The VEBA assets are managed by various investment advisors selected by the trustees of each of the VEBAs. The VEBA assets are outside of the Company's control and the Company does not have insight into the investment strategies. The fair value of the plan assets of the VEBA assets is based on information made available to the Company by the VEBA administrators.

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

The fair value of the plan assets of the VEBAs and the Company's Canadian pension plan is measured annually on December 31 and is reflected in the Company's Consolidated Balance Sheets at fair value. In determining the fair value of the plan assets at each annual period end, the Company utilizes primarily the results of valuations supplied by the investment advisors responsible for managing the assets of each plan, which the Company independently reviews for reasonableness. With respect to the VEBAs, the investment advisors providing the valuations are engaged by the VEBA trustees.

Certain assets are valued based upon unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets (e.g., liquid securities listed on an exchange). Such assets are classified within Level 1 of the fair value hierarchy.

Valuation of other invested assets is based on significant observable inputs (e.g., net asset values of registered investment companies not listed on an exchange, valuations derived from actual market transactions, broker-dealer supplied valuations, or correlations between a given U.S. market and a non-U.S. security). Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.

Available for Sale Securities. The Company holds debt investment securities. The fair value of the debt investment securities, which consist of commercial paper and corporate bonds, is determined based on valuation models that use observable market data. At December 31, 2014, the remaining maturity period with respect to short-term investments ranged from nine days to approximately 15 months. In addition to debt investment securities, the Company also holds assets in various investment funds at certain registered investment companies in connection with its deferred compensation program (see Note 1 and Note 6). Such assets are accounted for as available for sale securities and are measured and recorded at fair value based on the net asset value of the investment funds on a recurring basis. The fair value input of the available for sale securities is considered either a Level 1 or Level 2 input depending on whether the debt security or investment fund is traded on a public exchange. The amortized cost for available for sale securities approximates their fair value.

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

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

The following table presents the Company's financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented:



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

VEBAs and Canadian Pension Plan
Fixed income investment funds in registered investment companies¹	54.0			340.3			—		394.3
Mortgage-backed securities	—			30.1			—		30.1
Corporate debt securities²	—			75.4			—		75.4
Equity investment funds in registered investment companies³	—			191.3			—		191.3
United States Treasuries	—			39.5			—		39.5
Municipal debt securities	—			1.8			—		1.8
Cash and money market investments⁴	19.3			—			—		19.3
Asset-backed securities	—			8.1			—		8.1
Diversified investment funds in registered investment companies⁵	20.4			6.2			—		26.6

All Other Financial Assets
Cash and cash equivalents⁶	29.5			148.2			—		177.7
Short-term investments	—			114.0			—		114.0
Deferred compensation plan assets	—			7.3			—		7.3
Total assets	$	123.2		$	1,046.9		$	1.0	$	1,171.1

FINANCIAL LIABILITIES:
Derivative Instruments
Aluminum - Fixed price purchase contracts	$	—		$	(4.2	)	$	—	$	(4.2	)
Natural Gas - Fixed price purchase contracts	—			(6.2		)	—		(6.2		)
Electricity - Fixed price purchase contracts	—			(1.7		)	—		(1.7		)
Hedges Relating to the Convertible Notes - Bifurcated Conversion Feature	—			(84.7		)	—		(84.7		)

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

The following table presents the Company's financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented:



	December 31, 2013
	Level 1			Level 2			Level 3		Total
FINANCIAL ASSETS:
Derivative Instruments
Aluminum -
Fixed price purchase contracts	$	—		$	0.1		$	—	$	0.1
Midwest premium swap contracts	—			—			1.1		1.1
Natural Gas - Fixed price purchase contracts	—			0.5			—		0.5
Electricity - Fixed price purchase contracts	—			0.5			—		0.5
Foreign Currency - Euro	—			0.1			—		0.1
Hedges Relating to the Convertible Notes - Option Assets	—			79.5			—		79.5

VEBAs and Canadian Pension Plan
Fixed income investment funds in registered investment companies¹	57.0			318.0			—		375.0
Mortgage-backed securities	—			25.9			—		25.9
Corporate debt securities²	—			78.2			—		78.2
Equity investment funds in registered investment companies³	—			175.3			—		175.3
United States Treasuries	—			43.3			—		43.3
Municipal debt securities	—			1.6			—		1.6
Cash and money market investments⁴	36.8			—			—		36.8
Asset-backed securities	—			8.5			—		8.5
Diversified investment funds in registered investment companies⁵	20.1			6.2			—		26.3

All Other Financial Assets
Cash and cash equivalents⁶	57.7			111.8			—		169.5
Short-term investments	—			129.5			—		129.5
Deferred compensation plan assets	—			6.5			—		6.5
Total assets	$	171.6		$	985.5		$	1.1	$	1,158.2

FINANCIAL LIABILITIES:
Derivative Instruments
Aluminum - Fixed price purchase contracts	$	—		$	(1.8	)	$	—	$	(1.8	)
Natural Gas - Fixed price purchase contracts	—			(0.8		)	—		(0.8		)
Electricity - Fixed price purchase contracts	—			(0.4		)	—		(0.4		)
Hedges Relating to the Convertible Notes - Bifurcated Conversion Feature	—			(83.1		)	—		(83.1		)

All Other Financial Liabilities
Senior Notes	(255.4		)	—			—		(255.4		)
Convertible Notes, including Bifurcated Conversion Feature	(260.0		)	—			—		(260.0		)
Total liabilities	$	(515.4	)	$	(86.1	)	$	—	$	(601.5	)

_________________________

^1.

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

^2.

This category represents investments in fixed income corporate securities in various sectors. Investments in the industrial, financial and utilities sectors in 2014 represented approximately 51%, 37% and 12% of the total portfolio in this category, respectively. Investments in the industrial, financial and utilities sectors in 2013 represented approximately 56%, 35% and 9% of the total portfolio in this category, respectively. The fair value of assets in this category is estimated using the net asset value per share of the investments.

^3.

This category represents investments in equity funds that invest in portfolios comprised of (i) equity and equity-related securities of U.S. and non-U.S. issuers across all market capitalization; (ii) common stock in investment trust funds; and (iii) other short-term investments. The fair value of assets in this category is determined by using quoted prices in active markets for investments considered Level 1 inputs and estimated using the net asset value per share of the investments for investments considered Level 2 inputs.


^4.	This category represents cash and investments in various money market funds.


^5.	The plan assets are invested in investment funds that hold a diversified portfolio of (i) U.S and international debt and equity securities; (ii) fixed income securities such as corporate bonds and government bonds; (iii) mortgage-related securities; and (iv) cash and cash equivalents. The fair value of assets in this category is estimated using the net asset value per share of the investments.


^6.	See Note 2 for components of cash and cash equivalents.

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

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



	Fair Value at December 31, 2014	Valuation technique	Unobservable input	Range ($ in unit price)
Assets:
Midwest premium contracts	1.0	Discounted fair value	Pricing forward curve	$0.236 per metric ton in Jan 2015 to $0.205 per metric ton in Dec 2016

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



	Year Ended December 31,
	2014			2013
Fair value measurement at beginning of period	$	1.1		$	0.4
Total realized/unrealized gains included in:
Cost of goods sold, excluding depreciation and amortization and other items and Unrealized (gains) losses on derivative instruments	4.4			(0.1		)
Transactions involving Level 3 derivative contracts:
Purchases	2.8			1.0
Sales	—			—
Issuances	—			—
Settlements	(7.3		)	(0.2		)
Transactions involving Level 3 derivatives - net	(4.5		)	0.8
Transfers in and (or) out of Level 3 valuation hierarchy	—			—
Fair value measurement at end of period	$	1.0		$	1.1

Total gains included in Unrealized (gains) losses on derivative instruments, attributable to the change in unrealized gains/losses relating to derivative contracts held at December 31:	$	1.0		$	1.1

Fair Values of Non-Financial Assets and Liabilities

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

During 2014, the Company re-assessed and revised its estimates relating to the timing and future costs of various asbestos removal projects at one facility. The following table summarizes the activity relating to the Company's CARO liabilities:



	Year Ended December 31,
	2014		2013			2012
Beginning balance	$	4.4	$	4.1		$	4.0
Liabilities settled during the period	—		(0.2		)	(0.5		)
Accretion expense	0.4		0.4			0.3
Adjustment to accretion expense due to revisions to estimated cash flow and timing of expenditure¹	—		0.1			0.3
Ending balance	$	4.8	$	4.4		$	4.1

^{__________________________________________}


¹	The adjustments in 2013 did not have a material impact on the basic and diluted net income per share for 2013. The adjustment in 2012 decreased both basic and diluted net income per share for 2012 by approximately $0.02 per share.

The estimated fair value of CARO liabilities at December 31, 2014 and December 31, 2013 were both based upon the application of a weighted-average credit-adjusted risk-free rate of 8.6%. CAROs are included in Other accrued liabilities or Long-term liabilities, as appropriate (see Note 2).

During 2014, the Company performed a review of its property, plant and equipment held for future development that it determined not to deploy for future use, resulting in impairment charges to reflect the scrap value of such assets (see Note 1). With the exception of the impairment of these assets, the Company concluded that none of its non-financial assets, including goodwill and intangible assets and liabilities subject to fair value assessments on a non-recurring basis required a material adjustment to the carrying amount of such assets and liabilities at December 31, 2014 and December 31, 2013.