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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For The Quarter Ended September 30, 2005



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WISE METALS GROUP LLC

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 52-2160047                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



857 Elkridge Road,
Suite 600

Linthicum, Maryland 21090

(Address of principal executive offices and zip code)



(410) 636-6500

(Registrants telephone number, including area code)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange

Act of 1934).    Yes ̈No  x



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



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##### Table of Contents

|                              |  |                                                                                                                               |  |   
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I. FINANCIAL INFORMATION |  |                                                                                                                              
|                              |  |                                                                                                                              
|Item 1.                       |  | Financial Statements                                                                                                          |  | 1 
|                              |  |                                                                                                                              
|                              |  | Condensed Consolidated Balance Sheets at September 30, 2005 and December 31, 2004                                             |  | 4 
|                              |  |                                                                                                                              
|                              |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and September 30, 2004 |  | 5 
|                              |  |                                                                                                                              
|                              |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and September 30, 2004           |  | 6 
|                              |  |                                                                                                                              
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                          |  | 7 
|                              |  |                                                                                                                              
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 11
|                              |  |                                                                                                                              
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                    |  | 15
|                              |  |                                                                                                                              
|Item 4.                       |  | Controls and Procedures                                                                                                       |  | 15
|                              | 
|Part II. OTHER INFORMATION    |  |                                                                                                                              
|                              |  |                                                                                                                              
|Item 1.                       |  | Legal Proceedings                                                                                                             |  | 16
|                              |  |                                                                                                                              
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                                     |  | 16
|                              |  |                                                                                                                              
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                               |  | 16
|                              |  |                                                                                                                              
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 16
|                              |  |                                                                                                                              
|Item 5.                       |  | Other Information                                                                                                             |  | 16
|                              |  |                                                                                                                              
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                              |  | 16
|                              | 
|SIGNATURES                    |  | 17                                                                                                                           



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FORWARD-LOOKING STATEMENTS



Certain of the matters discussed in this report, including, without limitation, matters discussed under Item 2, Managements
Discussion and Analysis of Financial Condition and Results of Operations, may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Certain of these forward-looking
statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, should, seeks, approximately, intends,
plans, estimates, or anticipates or the negative of these terms or other comparable terminology, or by discussions of strategy, plans or intention. Statements contained in this report that are not historical facts
are forward-looking statements. Without limiting the generality of the preceding statement, all statements in this report concerning or relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and
financial results are forward-looking statements. In addition, through the Companys senior management, forward-looking statements are made concerning expected future operations, performance and other developments. Such forward-looking
statements are necessary estimates reflecting managements best judgment based upon current information and involve a number of risks and uncertainties. Other factors may affect the accuracy of these forward-looking statements and actual
results may differ materially from the results anticipated in these forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated include, but are
not limited to, those factors or conditions described under this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations.



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



Wise Metals Group LLC

Condensed Consolidated Balance Sheets

(In thousands)



|                                          |  |                    |         |   |                   |   |         |  
|----------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|                                          |  | September 30, 2005 |         |   | December 31, 2004 |  
|                                          |  | (Unaudited)        |         |   |                   |  
|Assets                                    |  |                    |         |   |                   |   |         |  
|Current assets:                           |  |                    |         |   |                   |   |         |  
|Cash and cash equivalents                 |  | $                  | 9,946   |   |                   | $ | 7,669   |  
|Restricted cash                           |  |                    | 1,537   |   |                   |   | 250     |  
|Accounts receivable, less allowance       |  |                    | 54,915  |   |                   |   | 46,336  |  
|Inventories                               |  |                    | 152,008 |   |                   |   | 175,809 |  
|Other current assets                      |  |                    | 10,317  |   |                   |   | 9,601   |  
|                                          |  |                    |         |   |                   |   |         |  
|Total current assets                      |  |                    | 228,723 |   |                   |   | 239,665 |  
|Non-current assets:                       |  |                    |         |   |                   |   |         |  
|Property and equipment, net               |  |                    | 86,010  |   |                   |   | 85,375  |  
|Other assets                              |  |                    | 10,123  |   |                   |   | 9,147   |  
|Goodwill                                  |  |                    | 283     |   |                   |   | 283     |  
|                                          |  |                    |         |   |                   |   |         |  
|Total non-current assets                  |  |                    | 96,416  |   |                   |   | 94,805  |  
|                                          |  |                    |         |   |                   |   |         |  
|Total assets                              |  | $                  | 325,139 |   |                   | $ | 334,470 |  
|                                          |  |                    |         |   |                   |   |         |  
|Liabilities and members deficit:         |  |                    |         |   |                   |   |         |  
|Current liabilities:                      |  |                    |         |   |                   |   |         |  
|Accounts payable                          |  | $                  | 49,224  |   |                   | $ | 57,855  |  
|Borrowing under revolving credit facility |  |                    | 112,587 |   |                   |   | 101,675 |  
|Current portion of long-term debt         |  |                    | 1,493   |   |                   |   | 1,529   |  
|Accrued expenses, payroll and other       |  |                    | 24,453  |   |                   |   | 22,739  |  
|                                          |  |                    |         |   |                   |   |         |  
|Total current liabilities                 |  |                    | 187,757 |   |                   |   | 183,798 |  
|Non-current liabilities:                  |  |                    |         |   |                   |   |         |  
|Senior secured notes                      |  |                    | 150,000 |   |                   |   | 150,000 |  
|Term loans, less current portion          |  |                    | 878     |   |                   |   | 1,040   |  
|Other liabilities                         |  |                    | 11,383  |   |                   |   | 12,397  |  
|                                          |  |                    |         |   |                   |   |         |  
|Total non-current liabilities             |  |                    | 162,261 |   |                   |   | 163,437 |  
|Members deficit:                         |  |                    | (24,879 | ) |                   |   | (12,765 | )
|                                          |  |                    |         |   |                   |   |         |  
|Total liabilities and members deficit    |  | $                  | 325,139 |   |                   | $ | 334,470 |  
|                                          |  |                    |         |   |                   |   |         |  



See accompanying notes.



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Wise Metals Group LLC

Condensed Consolidated Statements of Operations

(In Thousands)

(Unaudited)



|                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------ |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                 |  | Three months ended September 30, |         |   | Nine months ended September 30, |  
|                                                 |  | 2005                             |         |   | 2004                            |   |         | 2005 |  |   | 2004    |  
|Sales                                            |  | $                                | 203,663 |   |                                 | $ | 192,140 |      |  | $ | 656,378 |   |  | $ | 587,309 |  
|Cost of sales                                    |  |                                  | 205,307 |   |                                 |   | 185,548 |      |  |   | 641,983 |   |  |   | 572,866 |  
|                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Gross (deficit) margin                           |  |                                  | (1,644  | ) |                                 |   | 6,592   |      |  |   | 14,395  |   |  |   | 14,443  |  
|Operating expenses:                              |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Selling, general, and administrative             |  |                                  | 2,609   |   |                                 |   | 3,500   |      |  |   | 8,427   |   |  |   | 8,616   |  
|                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Operating (loss) income                          |  |                                  | (4,253  | ) |                                 |   | 3,092   |      |  |   | 5,968   |   |  |   | 5,827   |  
|Other income (expense):                          |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Early extinguishment of debt                     |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   | (7,455  | )
|Interest expense and fees, net                   |  |                                  | (6,386  | ) |                                 |   | (4,997  | )    |  |   | (18,654 | ) |  |   | (12,552 | )
|Unrealized gain (loss) on derivative instruments |  |                                  | 174     |   |                                 |   | 1,906   |      |  |   | 1,478   |   |  |   | (2,124  | )
|                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net (loss) income                                |  | $                                | (10,465 | ) |                                 | $ | 1       |      |  | $ | (11,208 | ) |  | $ | (16,304 | )
|                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  



See accompanying
notes.



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Wise Metals Group LLC

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)



|                                                                                          |  |                                |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Nine months endedSeptember 30, |        
|                                                                                          |  | 2005                           |         |   | 2004 |  
|Cash flows from operating activities                                                      |  |                                |         |   |      |   |         |  
|                                                                                          |  |                               
|Net loss                                                                                  |  | $                              | (11,208 | ) |      | $ | (16,304 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                                | 10,012  |   |      |   | 9,930   |  
|Amortization of deferred financing fees                                                   |  |                                | 892     |   |      |   | 4,579   |  
|LIFO provision                                                                            |  |                                |        |   |      |   | 8,974   |  
|Unrealized (gains) losses on derivatives                                                  |  |                                | (1,478  | ) |      |   | 2,124   |  
|Changes in operating assets and liabilities:                                              |  |                                |         |   |      |   |         |  
|Restricted cash                                                                           |  |                                | (1,287  | ) |      |   | (5,860  | )
|Accounts receivable                                                                       |  |                                | (8,579  | ) |      |   | (20,738 | )
|Inventories                                                                               |  |                                | 23,801  |   |      |   | (11,863 | )
|Other current assets                                                                      |  |                                | (823    | ) |      |   | (1,489  | )
|Accounts payable                                                                          |  |                                | (8,631  | ) |      |   | 12,202  |  
|Accrued expenses, payroll and other                                                       |  |                                | 417     |   |      |   | 5,040   |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                       |  |                                | 3,116   |   |      |   | (13,405 | )
|                                                                                          |  |                               
|Cash flows from investing activities                                                      |  |                                |         |   |      |   |         |  
|Purchase of equipment                                                                     |  |                                | (10,647 | ) |      |   | (5,936  | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                                | (10,647 | ) |      |   | (5,936  | )
|                                                                                          |  |                               
|Cash flows from financing activities                                                      |  |                                |         |   |      |   |         |  
|Net issuance (repayment) of short-term borrowings                                         |  |                                | 10,876  |   |      |   | (49,914 | )
|Proceeds of senior secured notes offering, net of fees paid                               |  |                                |        |   |      |   | 141,816 |  
|Repayment of term debt                                                                    |  |                                |        |   |      |   | (22,500 | )
|Repayment of subordinated debt                                                            |  |                                |        |   |      |   | (35,687 | )
|Payments on long-term obligations                                                         |  |                                | (162    | ) |      |   | (346    | )
|Purchase of members equity                                                               |  |                                | (906    | ) |      |   | (14,113 | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                                 |  |                                | 9,808   |   |      |   | 19,256  |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                      |  |                                | 2,277   |   |      |   | (85     | )
|Cash and cash equivalents at beginning of period                                          |  |                                | 7,669   |   |      |   | 903     |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                              | 9,946   |   |      | $ | 818     |  
|                                                                                          |  |                                |         |   |      |   |         |  



See accompanying notes.





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Wise Metals Group LLC

Notes to Condensed Consolidated Financial Statements



September 30, 2005

(Unaudited)

(Dollars in thousands)



1. Organization



Wise Metals Group LLC is a holding company
formed for the purpose of managing the operations of Wise Alloys LLC and Wise Recycling LLC (collectively, the Company). Wise Alloys LLC (Alloys) principally manufactures and sells aluminum can sheet to aluminum can producers and also serves the
transportation and building and construction markets. Wise Recycling LLC (Recycling) is engaged in the recycling and sale of scrap aluminum and other non-ferrous metals.



2. Significant Accounting Policies



Basis of Presentation



The accompanying unaudited condensed consolidated financial statements are presented in accordance with generally accepted accounting principles for interim financial information and with the requirements of Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all the disclosures normally required by accounting principles generally accepted in the United States of America for complete financial statements. The condensed consolidated
financial statements have been prepared in accordance with the Companys customary accounting practices and, in the opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows
for the reported interim periods have been made and were of a normal recurring nature. Operating results for the nine month period ended September 30, 2005, are not necessarily indicative of the results that may be expected for the year ending
December 31, 2005. The accompanying condensed consolidated financial statements include the accounts of Wise Metals Group LLC and its subsidiaries. Intercompany transactions have been eliminated in consolidation.



Derivatives and Hedging Activity



The Company has entered into long-term contracts to supply can sheet to its largest
customers. To reduce the risk of changing prices for purchases and sales of metal, including firm commitments under these supply contracts, the Company uses commodity futures and option contracts. In addition, the Company uses natural gas futures
and option contracts as well as interest rate caps.



The Financial Accounting
Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activity requires companies to recognize all derivative instruments as either assets or liabilities on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through the statement of operations. The Company has elected to not designate any of its derivative instruments as hedges.



In determining fair value, the Company uses market quotes for contracts of similar maturity. The market quotes for the aluminum futures and
options are adjusted for premiums/discounts for various product grades, locations, and the closing times for various terminal markets.



A summary of the fair value of the Companys derivative instruments is as follows:



|                                     |  |                                 |       |                                |   |       |  
|------------------------------------ |  | ------------------------------- | ----- | ------------------------------ | - | ----- | -
|Description of Derivative Instrument |  | Fair value atSeptember 30, 2005 |       | Fair value atDecember 31, 2004 |  
|Aluminum futures and options         |  | $                               | 5,295 |                                | $ | 4,745 |  
|Natural gas futures and options      |  |                                 | 171   |                                |   | (755  | )
|                                     |  |                                 |       |                                |   |       |  
|                                     |  | $                               | 5,466 |                                | $ | 3,990 |  
|                                     |  |                                 |       |                                |   |       |  



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2. Significant Accounting Policies (continued)



Unrealized gain (loss) amounts recorded were as follows:



|                                     |  |                                 |     |      |                                |       |      |  |      |       |  |   |        |  
|------------------------------------ |  | ------------------------------- | --- | ---- | ------------------------------ | ----- | ---- |  | ---- | ----- |  | - | ------ | -
|                                     |  | Three months ended September 30 |     |      | Nine months ended September 30 |      
|Description of Derivative Instrument |  | 2005                            |     | 2004 |                                |       | 2005 |  | 2004 |      
|Aluminum futures and options         |  | $                               | 148 |      | $                              | 628   |      |  | $    | 552   |  | $ | (2,903 | )
|Natural gas futures and options      |  |                                 | 26  |      |                                | 1,283 |      |  |      | 926   |  |   | 794    |  
|Interest rate caps                   |  |                                 |    |      |                                | (5    | )    |  |      |      |  |   | (15    | )
|                                     |  |                                 |     |      |                                |       |      |  |      |       |  |   |        |  
|                                     |  | $                               | 174 |      | $                              | 1,906 |      |  | $    | 1,478 |  | $ | (2,124 | )
|                                     |  |                                 |     |      |                                |       |      |  |      |       |  |   |        |  



In connection with the Companys
futures activity, the Company maintains lines of credit with brokers to cover unrealized losses on futures contracts and uses options to manage price exposure with respect to firm commitments to purchase or sell aluminum.



Inventories



Inventories consisted of the following:



|                                |  |                   |         |   |                  |   |         |  
|------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                |  | September 30 2005 |         |   | December 31 2004 |  
|Manufacturing inventories:      |  |                   |         |   |                  |   |         |  
|Raw materials                   |  | $                 | 54,120  |   |                  | $ | 71,867  |  
|Work in progress                |  |                   | 53,737  |   |                  |   | 55,623  |  
|Finished goods                  |  |                   | 73,222  |   |                  |   | 77,458  |  
|LIFO reserve                    |  |                   | (47,222 | ) |                  |   | (47,222 | )
|                                |  |                   |         |   |                  |   |         |  
|Total manufacturing inventories |  |                   | 133,857 |   |                  |   | 157,726 |  
|Supplies inventory              |  |                   | 18,151  |   |                  |   | 18,083  |  
|                                |  |                   |         |   |                  |   |         |  
|Total inventories               |  | $                 | 152,008 |   |                  | $ | 175,809 |  
|                                |  |                   |         |   |                  |   |         |  



An actual valuation of inventory under
the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on managements estimates of expected year-end inventory levels and
costs dependent upon prevailing aluminum costs and other factors which are beyond managements control.



3. Financing Arrangements



Debt consists of the following at:



|                                      |  |                   |          |   |                  |   |          |  
|------------------------------------- |  | ----------------- | -------- | - | ---------------- | - | -------- | -
|                                      |  | September 30 2005 |          |   | December 31 2004 |  
|Revolving and secured credit facility |  | $                 | 112,587  |   |                  | $ | 101,675  |  
|Senior secured 10.25% notes due 2012  |  |                   | 150,000  |   |                  |   | 150,000  |  
|Other notes payable                   |  |                   | 2,371    |   |                  |   | 2,569    |  
|                                      |  |                   |          |   |                  |   |          |  
|                                      |  |                   | 264,958  |   |                  |   | 254,244  |  
|Less current portion                  |  |                   | (114,080 | ) |                  |   | (103,204 | )
|                                      |  |                   |          |   |                  |   |          |  
|                                      |  | $                 | 150,878  |   |                  | $ | 151,040  |  
|                                      |  |                   |          |   |                  |   |          |  



Effective May 5, 2004, the
Company issued $150 million of 10.25% senior secured notes due 2012. In conjunction with issuing the notes, the Company, on the same date, amended and restated its secured credit facility reducing the revolving line of credit from $130 million to
$75 million. On November 10, 2004, the secured credit facility was further amended and restated to increase the revolving line of credit to $125 million. Subsequent to the quarter-end and on October 31, 2005, the revolving line of credit
was amended and further increased to $150 million.



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3. Financing Arrangements (continued)



Total financing costs associated with the issuance of the $150 million 10.25% senior secured notes were $8,184 and are included on the
balance sheet as other long term assets.



As a result of amending and restating
the secured credit facility in May 2004, the interest rate on the revolving line of credit was reduced from a variable rate of prime plus a range of .75% to 1.50% or LIBOR plus a range of 2.75% to 3.50% to a variable rate of prime plus a range of 0%
to 0.50% or LIBOR plus a range of 2.25% to 2.75%.



4. Pension and Post
Retirement Benefits



Effective April 1, 1999, the Company established
a defined benefit pension plan that covers essentially all union employees. The plan provides certain levels of benefits based on years of service and wage levels, but does not provide benefits for any prior service. In addition, defined
contribution plans for both union and nonunion employees were established.



In
2003 the Company negotiated defined contributions, for certain union employees, to multi-employer union pension plans. This was done in exchange for freezing service time and the pension factor in the aforementioned defined benefit plan as of the
first quarter of 2004 and eliminating post retirement benefits for affected employees.



The Company also established post retirement benefit plans for all hourly and salaried employees effective April 1, 1999. The union employees who become eligible to retire under the defined benefit plan, and are not a part of the
unions that have elected the multi-employer option, will retain health benefits and certain other benefits for life. Salaried employees who retire after age 60 with a combined 10 years service with Wise Alloys LLC and the previous owner of the Wise
Alloys facilities will be eligible for medical benefits until age 65.



The
Companys funding policy for these plans is to contribute negotiated amounts to the multi-employer funds and amounts necessary to meet minimum funding requirements of the Employee Retirement Income Security Act for the defined benefit plans but
not to exceed the maximum deductible amount allowed by the Internal Revenue Code. The Company contributed $1,766 to the multi-employer plans during 2004. Contributions to the defined benefit plan are expected to be $1,218 during 2005.



The 2005 and 2004 amounts shown below reflect the defined benefit pension and other
postretirement benefit expense for the three and nine month periods ended September 30 for each year:



|                                   |  |                                 |      |   |                                |   |      |                  |  |   |                                |   |  |      |     |   |      |   |       |      |  |   |       |   |  |   |       |   |  |   |       |  
|---------------------------------- |  | ------------------------------- | ---- | - | ------------------------------ | - | ---- | ---------------- |  | - | ------------------------------ | - |  | ---- | --- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | - |  | - | ----- | -
|                                   |  | Three months ended September 30 |      |   | Nine months ended September 30 |  
|                                   |  | Pension Benefits                |      |   | Other Post Retirement Benefits |   |      | Pension Benefits |  |   | Other Post Retirement Benefits |  
|                                   |  | 2005                            |      |   | 2004                           |   |      | 2005             |  |   | 2004                           |   |  | 2005 |     |   | 2004 |   |       | 2005 |  |   | 2004  |  
|Service cost                       |  | $                               | 277  |   |                                | $ | 267  |                  |  | $ | 348                            |   |  | $    | 370 |   |      | $ | 831   |      |  | $ | 801   |   |  | $ | 1,044 |   |  | $ | 1,110 |  
|Interest cost                      |  |                                 | 194  |   |                                |   | 164  |                  |  |   | 115                            |   |  |      | 100 |   |      |   | 582   |      |  |   | 492   |   |  |   | 345   |   |  |   | 300   |  
|Expected return on plan assets     |  |                                 | (134 | ) |                                |   | (103 | )                |  |   |                               |   |  |      |    |   |      |   | (402  | )    |  |   | (309  | ) |  |   |      |   |  |   |      |  
|Amortization of prior service cost |  |                                 | 9    |   |                                |   | 9    |                  |  |   |                               |   |  |      |    |   |      |   | 27    |      |  |   | 27    |   |  |   |      |   |  |   |      |  
|Net gain recognition               |  |                                 |     |   |                                |   |     |                  |  |   | (6                             | ) |  |      | (2  | ) |      |   |      |      |  |   |      |   |  |   | (18   | ) |  |   | (6    | )
|                                   |  |                                 |      |   |                                |   |      |                  |  |   |                                |   |  |      |     |   |      |   |       |      |  |   |       |   |  |   |       |   |  |   |       |  
|Net periodic benefit cost          |  | $                               | 346  |   |                                | $ | 337  |                  |  | $ | 457                            |   |  | $    | 468 |   |      | $ | 1,038 |      |  | $ | 1,011 |   |  | $ | 1,371 |   |  | $ | 1,404 |  
|                                   |  |                                 |      |   |                                |   |      |                  |  |   |                                |   |  |      |     |   |      |   |       |      |  |   |       |   |  |   |       |   |  |   |       |  



On December 8, 2003, the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law which introduced a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care
benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In May 2004, the FASB issued Staff Position (FSP) No. FAS 106-2, which provides accounting guidance to sponsors of postretirement health
care plans that are impacted by the Act. The FSP is effective for interim or annual periods beginning after June 15, 2004. Detailed regulations necessary to implement the Act had not been finalized as of December 31, 2004, and therefore at
that time, the Company had not yet determined if the drug benefit offered to retirees would qualify for the federal subsidy under Medicare Part D. As a result at December 31, 2004, the accrued benefit obligation and net periodic postretirement
costs did not reflect the effects of the Act.



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4. Pension and Post Retirement Benefits (continued)



Detailed regulations necessary to implement the Act were finalized during the first quarter of 2005. The Company has determined that the
drug benefit offered to its hourly retirees will qualify for the federal subsidy under Medicare Part D, while the drug benefit offered to its salaried retirees will not qualify for the federal subsidy. The resulting effect of the federal subsidy on
the hourly plan is not significant and therefore, as of September 30, 2005, the accrued benefit obligation and net periodic postretirement costs do not reflect the effects of the Act. The effects of the Act will be recognized by the Company in
the accumulated benefit obligation of the hourly plan at its next plan measurement date during the fourth quarter of 2005 as permitted under SFAS 106, Employers Accounting for Postretirement Benefit Plans other than Pensions. The impact
of the federal subsidy associated with the hourly plan will not have a material impact on the Companys financial position, cash flows or results of operations.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview



We are the third largest producer of aluminum beverage can sheet in the world and one of the largest aluminum scrap recyclers in the United States.
Beverage can sheet is aluminum sheet specifically designed and engineered for the production of aluminum beverage cans. We estimate that in 2003 and 2004, respectively, we supplied approximately 13% and 14% of the North American market for aluminum
can sheet as measured by volume and own one of only five beverage can sheet facilities in North America, providing valuable capacity to meet volume demands in a consolidated industry. We further estimate that our market share for 2005 has remained
consistent, while also increasing our market presence in the common alloy markets.



Quarterly Information



Our quarterly revenues
tend to fluctuate period to period based in large part on changes in aluminum prices. These changes generally do not affect our cash flow because we seek to match our hedging positions to our contractually-obligated sales agreements. We also pass
aluminum cost increases to customers through an indexed pricing mechanism and/or by fixing the cost of metal through forward contracts on the London Metals Exchange (LME). Our net income may also fluctuate period to period based on the mark to
market adjustment caused by our hedged position on aluminum and natural gas. Because we do not designate our forward contracts as hedges under Financial Accounting Standard No. 133 (FAS 133), we are required to recognize the non-cash mark to
market adjustment in our current earnings and these may be material.



Critical Accounting Policies



We have prepared our financial
statements in conformity with accounting principles generally accepted in the United States. These statements include some amounts that are based on informed judgments and estimates of management. Our critical accounting policies are discussed in
Note 2 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K. Since the date of our 2004 Form 10-K, there have been no changes to our critical accounting policies or the methodologies and assumptions
applied under them.



Operating Results



Conversion Revenue and Conversion Margin



There are two components to our pricing under industry standards for can
sheet pricing. Shipments of can sheet accounted for a substantial portion of our Listerhill facilitys output in 2004 and in the first three quarters of 2005. The first component of can sheet pricing is the market price for aluminum that we
pass on to our customers, subject to an industry-wide ceiling price which did not affect first quarter pricing, but did impact second and third quarter pricing. The ceiling price will also affect fourth quarter pricing, however, the ceiling is not
expected to impact first quarter 2006 pricing. The remainder of 2006 may be impacted by the ceiling on existing contracts depending upon resulting market conditions. Under this industry formula, the metal transfer price is changed twice annually, on
April 1 and on October 1. The metal transfer price for the period April 1 through September 30 is determined based on the average published Midwest P1020 aluminum price for the preceding six-month period ended the last day of
February. Likewise, the metal transfer price for the period October 1 through the following March 31 is determined based on the average published Midwest P1020 aluminum price for the immediately prior six month period ended the last day of
August. We reduce our exposure to aluminum price fluctuations by passing cost increases to customers through this indexed sales pricing mechanism and by fixing the cost of metal through forward contracts on the London Metals Exchange (LME). Although
the spread differential between prime metal and scrap cannot be cost effectively hedged in the financial markets, we minimize market price risk with respect to scrap aluminum we receive from our customers and reprocess at a fixed conversion spread.



The second component is a fixed conversion, or value added,
price. The fixed conversion price is calculated annually using Alcoas list price as a basis and is the most significant factor influencing our profitability. Conversion pricing under our supply agreement is subject to renegotiation each year
as well as at such times that our major competitors change their published conversion prices. Because of the importance of the conversion price to our operating results, we measure conversion margin to evaluate our performance.



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##### Table of Contents

Conversion margin is determined as conversion revenue (sales less metal cost and the effect of LIFO) less
conversion cost (cost of sales less metal costs). The following table is a reconciliation of these non-GAAP financial measures to their related GAAP basis measures.



|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|----------------------------------- |  | ------------------------------- | -------- | - | ------------------------------ | - | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                    |  | Three months ended September 30 |          |   | Nine months ended September 30 |  
|                                    |  | 2005                            |          |   | 2004                           |   |          | 2005 |  |   | 2004     |  
|Sales                               |  | $                               | 203,663  |   |                                | $ | 192,140  |      |  | $ | 656,378  |   |  | $ | 587,309  |  
|Less:                               |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Metal costs                         |  |                                 | (141,595 | ) |                                |   | (134,152 | )    |  |   | (456,243 | ) |  |   | (404,863 | )
|LIFO adjustment                     |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   | 8,974    |  
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Conversion revenue                  |  | $                               | 62,068   |   |                                | $ | 57,988   |      |  | $ | 200,135  |   |  | $ | 191,420  |  
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Cost of sales                       |  | $                               | 205,307  |   |                                | $ | 185,548  |      |  | $ | 641,983  |   |  | $ | 572,866  |  
|Less:                               |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Metal costs                         |  |                                 | (141,595 | ) |                                |   | (134,152 | )    |  |   | (456,243 | ) |  |   | (404,863 | )
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Conversion costs                    |  | $                               | 63,712   |   |                                | $ | 51,396   |      |  | $ | 185,740  |   |  | $ | 168,003  |  
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Conversion revenue                  |  | $                               | 62,068   |   |                                | $ | 57,988   |      |  | $ | 200,135  |   |  | $ | 191,420  |  
|Conversion costs                    |  |                                 | (63,712  | ) |                                |   | (51,396  | )    |  |   | (185,740 | ) |  |   | (168,003 | )
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Conversion margin                   |  | $                               | (1,644   | ) |                                | $ | 6,592    |      |  | $ | 14,395   |   |  | $ | 23,417   |  
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  
|Shipments (000s)                    |  |                                 | 173,210  |   |                                |   | 191,276  |      |  |   | 569,155  |   |  |   | 570,102  |  
|Conversion margin per pound shipped |  | $                               | .0095    | ) |                                | $ | .0345    |      |  | $ | .0253    |   |  | $ | .0411    |  
|                                    |  |                                 |          |   |                                |   |          |      |  |   |          |   |  |   |          |  



Three months ended
September 30, 2005 and 2004



Sales.Our sales
increased from $192.1million in the three months ended September 30, 2004, to $203.7 million in the comparable period in 2005, an increase of $11.6 million, or 6.0%. The increase was primarily a result of higher aluminum prices which
contributed to a 15% increase in the metal component of our sales under the industry-standard six-month lag formula to can sheet customers, our primary product. Also contributing to the increase were higher can sheet conversion prices implemented
April 1, 2005. Offsetting this increase was an approximate 9% decrease in shipment volumes caused primarily by a significant curtailment of orders from one of our major can sheet customers. Shipments and orders to this customer have returned
for the fourth quarter to historical contracted levels. Shipments by Wise Recycling to third parties increased approximately 24% for the quarter.



Cost of Sales. Cost of sales increased from $185.5 million in the three months ended September 30, 2004, to $205.3 million in the three
months ended September 30, 2005, an increase of $19.8 million, or 10.7%. Metal costs, representing 72% of cost of sales in the third quarter of 2004 and 69% in the comparable period in 2005, increased from $134.2 million in 2004 to $141.6
million in 2005, an increase of $7.4 million or 5.5%. Conversion costs, which exclude metal, but include employment, energy, materials and other costs increased from $51.4 million in the third quarter of 2004 to $63.7 million in 2005, an increase of
$12.3 million or 23.9%. Conversion revenue increased primarily as a result of decreased metal costs as a percentage of revenue along with higher shipments of common alloy products and Recycling shipments, offset by reduced can sheet volumes sold at
increased prices effective April 1, 2005. Conversion costs as a percentage of conversion revenue increased from 88.6% in the third quarter of 2004 to 102.6% in 2005. Resulting conversion margin decreased from $6.6 million to a conversion
loss of $1.6 million, a decrease of $8.2 million or 124%. The increase in conversion costs and the resulting decrease in conversion margin were a result of significantly higher input costs primarily for energy and coatings and the effect of reduced
production volumes stemming from the customer curtailment. As a result of the customer curtailment, production volumes in the quarter were reduced resulting in less volume available for fixed cost absorption. These higher costs on a per pound basis
lead to increased conversion costs as a percentage of conversion revenue, with conversion costs exceeding conversion revenue in the quarter. As these events were unusual and of a non-recurring nature and because the production volumes are expected
to return in the fourth quarter, the conversion costs as a percentage of conversion revenue is expected to improve and return to a positive margin.



Selling, General and Administrative. Selling, general and administrative expenses decreased from $3.5 million in the third quarter of 2004 to $2.6
million in the third quarter of 2005, a decrease of $0.9 million or 25.7%.



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Interest Expense and Fees. Interest expense and fees increased from $5.0 million in the third
quarter of 2004 to $6.4 million in 2005 due to higher outstanding amounts on our line of credit which increased from $64.4 million at September 30, 2004, to $112.6 million at September 30, 2005. The increase was due to higher working
capital needs caused by higher metal prices.



Mark-to-Market
for Contracts under SFAS No. 133.This income (expense) represents the non-cash gain (loss) we recognized pursuant to SFAS No. 133. The unrealized gains (losses) were primarily a result of forward contracts entered into to hedge the
cost of natural gas and aluminum. The fair value increase during the third quarter of 2005 was $0.2 million compared to an increase of $1.9 million during the third quarter of 2004.



Nine months ended September 30, 2005 and 2004



Sales.Our sales increased from $587.3 million in the nine months ended September 30, 2004, to $656.4 million in
the comparable period in 2005, an increase of $69.1 million, or 11.8%. The increase was primarily a result of higher aluminum prices which contributed to an average 18% increase in the metal component of our sales under the industry-standard
six-month lag formula to can sheet customers, our primary product. Also contributing to the increase were higher can sheet conversion prices implemented April 1, 2005. Shipments for the nine months ended September 30, 2005, by Wise
Recycling were approximately 23.5% higher than the nine months ended September 30, 2004.



Cost of Sales. Cost of sales increased from $572.9 million in the nine months ended September 30, 2004, to $642.0 million in the nine months ended September 30, 2005, an increase of $69.1
million, or 12.1%. Metal costs, representing 71% of cost of sales in the nine months ended September 30, 2004, and 2005, increased from $404.9 million in 2004 to $456.2 million in 2005, an increase of $51.3 million or 12.7%. Conversion costs,
which exclude metal, but include employment, energy, materials and other costs increased from $168.0 million in the nine months ended September 30, 2004, to $185.7 million in the nine months ended September 30, 2005, an increase of $17.7
million or 10.5%. While shipments for the nine months ended September 30, 2005 have remained relatively level compared to the nine months ended September 30, 2004, both conversion revenue and conversion costs have increased. Conversion
revenue has increased as a result of increased can sheet prices implemented on April 1, 2005. Conversion costs as a percentage of conversion revenue increased from 87.8% in the nine months ended September 30, 2004, to 92.8% in 2005.
Resulting conversion margin decreased from $23.4 million to $14.4 million. The reasons for this decrease are primarily increased conversion costs due to higher supplier costs of coatings for can sheet and higher natural gas prices, partially
offset by increased conversion prices.



Selling, General and
Administrative. Selling, general and administrative expenses decreased slightly from $8.6 million in the nine months ended September 30, 2004, to $8.4 million in the nine months ended September 30, 2005, a decrease of $0.20 million or
2.3%.



Interest Expense and Fees. Interest expense and
fees increased from $12.6 million in the nine months ended September 30, 2004, to $18.7 million in 2005 due to the higher interest rate on our senior secured notes which closed on May 5, 2004, compared to the prior years short
term financing costs, combined with higher outstanding amounts on our line of credit which increased from $64.4 million at September 30, 2004, to $112.6 million at September 30, 2005. The increase was due to higher working capital needs
caused by higher metal prices.



Mark-to-Market for Contracts
under SFAS No. 133.This income (expense) represents the non-cash gain (loss) we recognized pursuant to SFAS No. 133. The unrealized gains (losses) were primarily a result of forward contracts entered into to hedge the cost of natural
gas and aluminum. The fair value increase during the nine months ended September 30, 2005, was $1.5 million compared to a decrease of $2.1 million during the nine months ended September 30, 2004 which is a result of fluctuating
aluminum and natural gas prices.



Liquidity and Capital Resources



Our principal sources of cash to fund liquidity needs is
net cash provided by operating activities and availability under our revolving secured facility. We anticipate that our primary liquidity needs will be for debt service, working capital and capital expenditures. Our debt service costs increased as a
result of the offering of the senior secured notes. We believe that cash generated from operations and available borrowings under our senior secured credit facility, as amended and restated, in connection with the offering of the senior secured
notes, will be sufficient to enable us to meet our liquidity requirements in the foreseeable future.



As of September 30, 2005, the outstanding balance on our revolving line of credit was $112.6 million. In addition, we had approximately
$3.0 million of outstanding letters of credit against our $125 million revolving credit line. During the third quarter we significantly reduced production volumes and inventory levels due to seasonal demand combined with the



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##### Table of Contents

curtailment of shipments to one of our major cansheet customers. While these shipments are expected to return to historical contracted levels in the fourth
quarter, we do not expect to significantly increase our inventory levels due to improved efficiencies in our production scheduling requiring less inventory levels to meet customer shipments.



Furthermore, effective October 31, 2005 we have executed an increase to
our available revolving line of credit. As a result, our revolving credit line has increased from $125 million to $150 million with an option to increase to $175 million, subject to certain conditions. We are also able to enter into lease
transactions and sale-leaseback transactions up to $20 million that also would result in reducing our outstanding balance under the revolving credit line.



However, our liquidity could be hampered if aluminum prices were to substantially increase or if we incurred significant unexpected increases in
necessary capital expenditures. Significant increases in volumes could also impact our liquidity. See Risk Factors included in our 2004 Annual Report Form 10-K filed with the Securities and Exchange Commission for certain circumstances
that could adversely affect our liquidity. In particular, a default under our senior secured credit facility or decreased sales or lower margins from our sales to customers and other competitive factors could have a material adverse effect on our
liquidity.



Nine months ended September 30, 2005 and
2004.



Operating Activities. During the nine months
ended September 30, 2005, net cash provided by operating activities was $3.1 million as compared to $13.4 million used in operating activities during the nine months ended September 30, 2004. Fluctuations in cash used in and provided
by operating activities are subject to changing working capital requirements especially for accounts receivable and inventories. During the nine months ended September 30, 2005, accounts receivable increased from $46.3 million at
December 31, 2004, to $54.9 million at September 30, 2005, representing an increase of $8.6 million. This increase is a result of seasonality whereby shipments and corresponding accounts receivable are lower around the year-end
holidays. In addition, payments by our customers are made at periodic times during the week and month, not everyday, nor exactly in 30 days, so the balance in receivables can fluctuate significantly at the end of a quarter depending on the timing of
cash receipts.



Investing Activities. In the nine months
ended September 30, 2005, our capital expenditures were $10.6 million as compared to $5.9 million during the same period in 2004. The increase in capital expenditures is due to our 2004 plan to minimize discretionary spending while focusing on
higher production levels to meet an increased level of can sheet demand as we expanded our can sheet customer base. The 2005 capital plan calls for similar to slightly higher spending as the overall spending in 2004, however, these expenditures will
continue to be more evenly spaced throughout the year.



Financing Activities. Net cash provided by financing activities was $9.8 million in the nine months ended September 30, 2005, compared with $19.3 million in the first nine months of 2004. Net cash provided by financing
activities was related to increased borrowing from the revolving line of credit to fund increased working capital needs due primarily to higher aluminum prices and capital expenditures.



Quantitative and Qualitative Disclosures About Market Risk



Cost of Aluminum. As a condition of sale for a substantial majority of our sales, our customers require us to enter
into short and long-term fixed price commitments. Under these agreements, the pricing terms of the aluminum component can be based on band pricing which contains an industry standard six-month lag formula and may contain an upper and
lower limit, a fixed price or an upper limit only. Accordingly, the price of the aluminum component can be set as much as six months or more prior to the actual sale date, leaving us exposed to the risk of fluctuating aluminum prices between the
time the price on the order is determined and the time that the order is fulfilled.



Our aluminum commodity risk management policy is to hedge the aluminum price risk associated with these fixed-price firm commitments. At September 30, 2005, these LME options and futures contracts covered
approximately 152,200 metric tons with an unrealized fair value gain of approximately $5.3 million.



We do not enter into derivative contracts for speculative purposes.



Backlog of Customer Business



We maintain long-term supply agreements with our key customers in the aluminum can sheet market and we believe the general
terms of our customer contracts are standard for the industry. These contracts are supply arrangements whereby specific quantities and product pricing are negotiated and agreed to on an annual basis under the terms of the multi-year master supply
agreement.



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##### Table of Contents

Under the terms of our customer contracts, we use an industry standard for pricing the metal component of
all aluminum can sheet sold. This standard is described above in Conversion Revenue and Conversion Margin. Accordingly, at any given point of time, we may have seven months of delivery priced under the master contract, the
exact specifications and delivery locations to be specified as described below.



We receive orders from our customers which provide detailed specifications as to metal characteristics and specific plant location. Although all orders are placed pursuant to the contract, quantities and
specifications will vary by plant and more specifically by production line within the plant. These orders are generally provided with a two to three month lead time. The majority of all orders, specifically can sheet orders, that are processed by
Alloys are made to a specific customer order. Due to seasonal considerations, the first and second quarters are generally the highest sales volume for Alloys.



We earlier announced a five-percent can sheet conversion price increase effective April 1, 2005, as well as our intent to begin moving away from
providing ceiling coverage, or price caps, on the metal transfer price offered to can sheet customers. For the remainder of 2005 the metal transfer price has been and will be above the ceiling. Confidential discussions are ongoing and are continuing
with customers on implementing these and other changes which we expect to become effective January 1, 2006. However, we can give no assurances as to the outcomes of these discussions. Other can sheet suppliers have also made announcements
regarding similar intentions.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



ITEM 4. CONTROLS AND PROCEDURES



The Company, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (the Evaluation) as of the end of the period covered by this Report. Based upon the Evaluation, the Companys Chief
Executive Officer, President and Chief Operating Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed
with the Securities and Exchange Commission is recorded, processed, summarized and reported as and when required. In addition, they concluded that there were no significant deficiencies or material weaknesses in the design or operation of internal
controls which could significantly affect the Companys ability to record, process, summarize and report financial information. It should be noted that the design of any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



There were no changes in the Companys internal control over financial reporting during the quarterly period ended
September 30, 2005, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



We are a defendant from time to time in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material
adverse effect on our business, results of operations or financial condition.



We are defendants in an action brought by Merrill Lynch, Pierce, Fenner & Smith Incorporated pending in the New York Supreme Court, County of New York. In this action, Merrill Lynch seeks $931,893 for
out-of-pocket costs and expenses allegedly incurred pursuant to a letter agreement between Wise Metals and Merrill Lynch dated January 31, 2002, in which Merrill Lynch alleges that Wise Metals agreed to reimburse Merrill Lynch for such costs
and expenses. We have hired counsel and intend to vigorously contest this law suit and believe we have meritorious defenses. We have filed an answer to the complaint denying the material allegations and alleging several affirmative defenses and
counterclaims including fraud and breach of fiduciary duty. These counterclaims exceed in amount the sum sought by Merrill Lynch. Merrill Lynch moved to dismiss the Wise Metals counterclaims of fraud and was awarded that dismissal. This was
then later overturned in favor of Wise Metals as a result of an appeal filed by Wise Metals to reinstate the counterclaims of fraud. The counterclaims of breach of fiduciary duty have not as of yet been heard. Discovery proceedings are continuing.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



(a)
Exhibits



|     |  |                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment No. 4 to Amended and Restated Loan Agreement dated as of October 31, 2004 by and among the Issuers, Guarantors and Wachovia Bank, National Association.
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act                                                                  
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                 
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                              
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                              



(b) Reports on Form
8-K



None.



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##### Table of Contents

SIGNATURES



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



|                         |  |                                     
|------------------------ |  | ------------------------------------
|                         |  | WISE METALS GROUP LLC               
|                         | 
|Dated: November 14, 2005 |  | /s/ David DAddario                 
|                         |  | David DAddario                     
|                         |  | Chairman and Chief Executive Officer



| |  |                                                                
| |  | ---------------------------------------------------------------
| |  | /s/ Danny Mendelson                                            
| |  | Danny Mendelson                                                
| |  | Executive Vice President, Chief Financial Officer and Secretary



17