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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 March 31, 2005



WISE METALS GROUP LLC

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.



Yes ̈No  x



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



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|                              |  |                                                                                                              |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|Part I. FINANCIAL INFORMATION |  |                                                                                                             
|                              |  |                                                                                                             
|Item 1                        |  | Financial Statements                                                                                         |  | 1 
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004                                |  | 1 
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and March 31, 2004 |  | 2 
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and March 31, 2004 |  | 3 
|                              |  |                                                                                                             
|                              |  | Notes to Condensed Consolidated Financial Statements                                                         |  | 4 
|                              |  |                                                                                                             
|Item 2                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 8 
|                              |  |                                                                                                             
|Item 3                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 12
|                              |  |                                                                                                             
|Item 4                        |  | Controls and Procedures                                                                                      |  | 12
|                              | 
|Part II. OTHER INFORMATION    |  |                                                                                                             
|                              |  |                                                                                                             
|Item 1                        |  | Legal Proceedings                                                                                            |  | 13
|                              |  |                                                                                                             
|Item 2                        |  | Changes in Securities and Use of Proceeds                                                                    |  | 13
|                              |  |                                                                                                             
|Item 3                        |  | Defaults Upon Senior Securities                                                                              |  | 13
|                              |  |                                                                                                             
|Item 4                        |  | Submission of Matters to a Vote of Security Holders                                                          |  | 13
|                              |  |                                                                                                             
|Item 5                        |  | Other Information                                                                                            |  | 13
|                              |  |                                                                                                             
|Item 6                        |  | Exhibits and Reports on Form 8-K                                                                             |  | 13
|                              | 
|SIGNATURES                    |  | 14                                                                                                          





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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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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



Wise Metals Group LLC

Consolidated Balance Sheets



|                                          |  |                |         |   |                  |   |         |  
|----------------------------------------- |  | -------------- | ------- | - | ---------------- | - | ------- | -
|                                          |  | March 31,2005  |         |   | December 31,2004 |  
|                                          |  | (unaudited)    |         |   |                  |  
|                                          |  | (in thousands) |        
|Assets                                    |  |                |         |   |                  |   |         |  
|Current assets:                           |  |                |         |   |                  |   |         |  
|Cash and cash equivalents                 |  | $              | 955     |   |                  | $ | 7,669   |  
|Restricted cash                           |  |                | 3,398   |   |                  |   | 250     |  
|Accounts receivable, less allowance       |  |                | 69,949  |   |                  |   | 46,336  |  
|Inventories                               |  |                | 174,829 |   |                  |   | 175,809 |  
|Other current assets                      |  |                | 8,067   |   |                  |   | 9,601   |  
|                                          |  |                |         |   |                  |   |         |  
|Total current assets                      |  |                | 257,198 |   |                  |   | 239,665 |  
|Non-current assets:                       |  |                |         |   |                  |   |         |  
|Property and equipment, net               |  |                | 86,115  |   |                  |   | 85,375  |  
|Other assets                              |  |                | 9,130   |   |                  |   | 9,147   |  
|Goodwill                                  |  |                | 283     |   |                  |   | 283     |  
|                                          |  |                |         |   |                  |   |         |  
|Total non-current assets                  |  |                | 95,528  |   |                  |   | 94,805  |  
|                                          |  |                |         |   |                  |   |         |  
|Total assets                              |  | $              | 352,726 |   |                  | $ | 334,470 |  
|                                          |  |                |         |   |                  |   |         |  
|Liabilities and members deficit:         |  |                |         |   |                  |   |         |  
|Current liabilities:                      |  |                |         |   |                  |   |         |  
|Accounts payable                          |  | $              | 59,806  |   |                  | $ | 57,855  |  
|Borrowing under revolving credit facility |  |                | 117,774 |   |                  |   | 101,675 |  
|Current portion of long-term debt         |  |                | 1,523   |   |                  |   | 1,529   |  
|Accrued expenses, payroll and other       |  |                | 31,731  |   |                  |   | 22,739  |  
|                                          |  |                |         |   |                  |   |         |  
|Total current liabilities                 |  |                | 210,834 |   |                  |   | 183,798 |  
|Non-current liabilities:                  |  |                |         |   |                  |   |         |  
|Senior secured notes                      |  |                | 150,000 |   |                  |   | 150,000 |  
|Term loans, less current portion          |  |                | 981     |   |                  |   | 1,040   |  
|Other liabilities                         |  |                | 10,816  |   |                  |   | 12,397  |  
|                                          |  |                |         |   |                  |   |         |  
|Total non-current liabilities             |  |                | 161,797 |   |                  |   | 163,437 |  
|Members deficit:                         |  |                | (19,905 | ) |                  |   | (12,765 | )
|                                          |  |                |         |   |                  |   |         |  
|Total liabilities and members deficit    |  | $              | 352,726 |   |                  | $ | 334,470 |  
|                                          |  |                |         |   |                  |   |         |  



See accompanying notes.



1



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Wise Metals Group LLC

Consolidated Statements of Operations

(Unaudited)



|                                                 |  |                             |         |   |      |   |         |  
|------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                 |  | Three months endedMarch 31, |        
|                                                 |  | 2005                        |         |   | 2004 |  
|Sales                                            |  | $                           | 221,561 |   |      | $ | 197,216 |  
|Cost of sales                                    |  |                             | 215,461 |   |      |   | 199,205 |  
|                                                 |  |                             |         |   |      |   |         |  
|Gross margin (deficit)                           |  |                             | 6,100   |   |      |   | (1,989  | )
|Operating expenses:                              |  |                             |         |   |      |   |         |  
|Selling, general, and administrative             |  |                             | 2,696   |   |      |   | 2,501   |  
|                                                 |  |                             |         |   |      |   |         |  
|Operating income (loss)                          |  |                             | 3,404   |   |      |   | (4,490  | )
|Other income (expense):                          |  |                             |         |   |      |   |         |  
|Interest expense and fees, net                   |  |                             | (6,019  | ) |      |   | (3,570  | )
|Unrealized (loss) gain on derivative instruments |  |                             | (3,619  | ) |      |   | 2,248   |  
|                                                 |  |                             |         |   |      |   |         |  
|Net loss                                         |  | $                           | (6,234  | ) |      | $ | (5,812  | )
|                                                 |  |                             |         |   |      |   |         |  



See accompanying notes.



2



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Wise Metals Group LLC

Consolidated Statements of Cash Flows



(Unaudited)



|                                                                                          |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Three months endedMarch 31, |        
|                                                                                          |  | 2005                        |         |   | 2004 |  
|Cash flows from operating activities                                                      |  |                             |         |   |      |   |         |  
|Net loss                                                                                  |  | $                           | (6,234  | ) |      | $ | (5,812  | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                             | 3,299   |   |      |   | 3,333   |  
|Amortization of deferred financing fees                                                   |  |                             | 304     |   |      |   | 364     |  
|LIFO provision                                                                            |  |                             |        |   |      |   | 8,974   |  
|Unrealized losses (gains) on derivatives                                                  |  |                             | 3,619   |   |      |   | (2,248  | )
|Changes in operating assets and liabilities:                                              |  |                             |         |   |      |   |         |  
|Restricted cash                                                                           |  |                             | (3,148  | ) |      |   |        |  
|Accounts receivable                                                                       |  |                             | (23,613 | ) |      |   | (10,410 | )
|Inventories                                                                               |  |                             | 980     |   |      |   | 17,622  |  
|Other current assets                                                                      |  |                             | 733     |   |      |   | (522    | )
|Accounts payable                                                                          |  |                             | 1,951   |   |      |   | 12,022  |  
|Accrued expenses, payroll and other                                                       |  |                             | 4,306   |   |      |   | (735    | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                       |  |                             | (17,803 | ) |      |   | 22,588  |  
|Cash flows from investing activities                                                      |  |                             |         |   |      |   |         |  
|Purchase of equipment                                                                     |  |                             | (4,039  | ) |      |   | (1,554  | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                             | (4,039  | ) |      |   | (1,554  | )
|Cash flows from financing activities                                                      |  |                             |         |   |      |   |         |  
|Net issuance (repayment) of short-term borrowings                                         |  |                             | 16,093  |   |      |   | (19,858 | )
|Repayment of term debt                                                                    |  |                             | (59     | ) |      |   | (1,414  | )
|Purchase of members equity                                                               |  |                             | (906    | ) |      |   |        |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                       |  |                             | 15,128  |   |      |   | (21,272 | )
|Net decrease in cash and cash equivalents                                                 |  |                             | (6,714  | ) |      |   | (238    | )
|Cash and cash equivalents at beginning of period                                          |  |                             | 7,669   |   |      |   | 903     |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                           | 955     |   |      | $ | 665     |  
|                                                                                          |  |                             |         |   |      |   |         |  



See accompanying notes.



3



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Wise Metals Group LLC

Notes to Financial Statements



March 31, 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 stock 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 three month period ended March 31, 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 stock 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.



In June 1998, the
Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activity. The Statement 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.



4



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|2. | Significant Accounting Policies (continued)
|-- | -------------------------------------------



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



|                                     |  |                             |      |   |                                |   |       |  
|------------------------------------ |  | --------------------------- | ---- | - | ------------------------------ | - | ----- | -
|Description of Derivative Instrument |  | Fair value atMarch 31, 2005 |      |   | Fair value atDecember 31, 2004 |  
|Aluminum futures and options         |  | $                           | (514 | ) |                                | $ | 4,745 |  
|Natural gas futures and options      |  |                             | 884  |   |                                |   | (755  | )
|                                     |  |                             |      |   |                                |   |       |  
|                                     |  | $                           | 370  |   |                                | $ | 3,990 |  
|                                     |  |                             |      |   |                                |   |       |  



Unrealized gain (loss) amounts
recorded were as follows:



|                                     |  |                            |        |   |      |   |       |  
|------------------------------------ |  | -------------------------- | ------ | - | ---- | - | ----- | -
|                                     |  | Three monthsended March 31 |       
|Description of Derivative Instrument |  | 2005                       |        |   | 2004 |  
|Aluminum futures and options         |  | $                          | (5,258 | ) |      | $ | 2,211 |  
|Natural gas futures and options      |  |                            | 1,639  |   |      |   | 42    |  
|Interest rate caps                   |  |                            |       |   |      |   | (5    | )
|                                     |  |                            |        |   |      |   |       |  
|                                     |  | $                          | (3,619 | ) |      | $ | 2,248 |  
|                                     |  |                            |        |   |      |   |       |  



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:



|                                |  |                |         |   |                 |   |         |  
|------------------------------- |  | -------------- | ------- | - | --------------- | - | ------- | -
|                                |  | March 312005   |         |   | December 312004 |  
|                                |  | (In Thousands) |        
|Manufacturing inventories:      |  |                |         |   |                 |   |         |  
|Raw materials                   |  | $              | 54,868  |   |                 | $ | 71,867  |  
|Work in progress                |  |                | 65,252  |   |                 |   | 55,623  |  
|Finished goods                  |  |                | 83,726  |   |                 |   | 77,458  |  
|LIFO reserve                    |  |                | (47,222 | ) |                 |   | (47,222 | )
|                                |  |                |         |   |                 |   |         |  
|Total manufacturing inventories |  |                | 156,624 |   |                 |   | 157,726 |  
|Supplies inventory              |  |                | 18,205  |   |                 |   | 18,083  |  
|                                |  |                |         |   |                 |   |         |  
|Total inventories               |  | $              | 174,829 |   |                 | $ | 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.



The Company reduced inventory quantities during the three month periods ended March 31, 2005 and 2004. The effect of reduced inventory quantities in the first quarter of 2005 was offset by changes in the mix of
inventory, consequently, no change to the first quarter 2005 LIFO reserve was made.



5



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|2. | Significant Accounting Policies (continued)
|-- | -------------------------------------------



Inventories (continued)



The total LIFO charge in the first quarter of 2004 was $8,974 which included an immaterial offsetting effect of the LIFO liquidation. The LIFO liquidation occurred as inventory levels were not expected to be
replenished by the end of the year. However, due to rising sales volumes and new customer acquisitions during the fourth quarter of 2004, the liquidated layers were replenished.



|3. | Financing Arrangements
|-- | ----------------------



Debt consists of the following at:



|                                      |  |               |          |   |                 |   |          |  
|------------------------------------- |  | ------------- | -------- | - | --------------- | - | -------- | -
|                                      |  | March 31,2005 |          |   | December 312004 |  
|Revolving and secured credit facility |  | $             | 117,774  |   |                 | $ | 101,675  |  
|Senior secured 10.25% notes due 2012  |  |               | 150,000  |   |                 |   | 150,000  |  
|Other notes payable                   |  |               | 2,504    |   |                 |   | 2,569    |  
|                                      |  |               |          |   |                 |   |          |  
|                                      |  |               | 270,278  |   |                 |   | 254,244  |  
|Less current portion                  |  |               | (119,297 | ) |                 |   | (103,204 | )
|                                      |  |               |          |   |                 |   |          |  
|                                      |  | $             | 150,981  |   |                 | $ | 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 which on November 10, 2004 was amended and restated to increase the revolving line of credit to $125 million.



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, 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.



6



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|4. | Pension and Post Retirement Benefits (continued)
|-- | ------------------------------------------------



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 months ended March 31 for each year:



|                                   |  |                  |      |   |                               |   |      |      |  |   |      |   |  |   |     |  
|---------------------------------- |  | ---------------- | ---- | - | ----------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | --- | -
|                                   |  | Pension Benefits |      |   | Other Post RetirementBenefits |  
|                                   |  | 2005             |      |   | 2004                          |   |      | 2005 |  |   | 2004 |  
|Service cost                       |  | $                | 277  |   |                               | $ | 267  |      |  | $ | 348  |   |  | $ | 370 |  
|Interest cost                      |  |                  | 194  |   |                               |   | 164  |      |  |   | 115  |   |  |   | 100 |  
|Expected return on plan assets     |  |                  | (134 | ) |                               |   | (103 | )    |  |   |     |   |  |   |    |  
|Amortization of prior service cost |  |                  | 9    |   |                               |   | 9    |      |  |   |     |   |  |   |    |  
|Net gain recognition               |  |                  |     |   |                               |   |     |      |  |   | (6   | ) |  |   | (2  | )
|                                   |  |                  |      |   |                               |   |      |      |  |   |      |   |  |   |     |  
|Net periodic benefit cost          |  | $                | 346  |   |                               | $ | 337  |      |  | $ | 457  |   |  | $ | 468 |  
|                                   |  |                  |      |   |                               |   |      |      |  |   |      |   |  |   |     |  



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.



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 March 31, 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.



7



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|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 stock in the world and one of the largest aluminum scrap recyclers in the United States.
Beverage can stock is aluminum sheet specifically designed and engineered for the production of aluminum beverage cans. We supplied 15% of the North American market in 2003 for aluminum beverage can stock as measured by volume and own one of only
five beverage can stock facilities in North America, providing valuable capacity to meet volume demands in a consolidated industry.



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, and these statements necessarily 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 10K. Since the date of our
2004 Form 10K, 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 quarter 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. Under this industry formula, the metal transfer price is changed twice annually, specifically on April 1 and again 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 immediately prior 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 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. 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.



8



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|                                    |  |                            |          |   |      |   |          |  
|----------------------------------- |  | -------------------------- | -------- | - | ---- | - | -------- | -
|                                    |  | Three monthsended March 31 |         
|                                    |  | 2005                       |          |   | 2004 |  
|Sales                               |  | $                          | 221,561  |   |      | $ | 197,216  |  
|Less:                               |  |                            |          |   |      |   |          |  
|Metal costs                         |  |                            | (155,558 | ) |      |   | (134,494 | )
|LIFO adjustment                     |  |                            |         |   |      |   | (8,974   | )
|                                    |  |                            |          |   |      |   |          |  
|Conversion revenue                  |  | $                          | 66,003   |   |      | $ | 71,696   |  
|                                    |  |                            |          |   |      |   |          |  
|Cost of sales                       |  | $                          | 215,461  |   |      | $ | 199,205  |  
|Less:                               |  |                            |          |   |      |   |          |  
|Metal costs                         |  |                            | (155,558 | ) |      |   | (134,494 | )
|                                    |  |                            |          |   |      |   |          |  
|Conversion costs                    |  | $                          | 59,903   |   |      | $ | 64,711   |  
|                                    |  |                            |          |   |      |   |          |  
|Conversion revenue                  |  | $                          | 66,003   |   |      | $ | 71,696   |  
|Conversion costs                    |  |                            | (59,903  | ) |      |   | (64,711  | )
|                                    |  |                            |          |   |      |   |          |  
|Conversion margin                   |  | $                          | 6,100    |   |      | $ | 6,985    |  
|                                    |  |                            |          |   |      |   |          |  
|Shipments (000s)                    |  |                            | 196,539  |   |      |   | 193,378  |  
|Conversion margin per pound shipped |  | $                          | 0310     |   |      | $ | 0361     |  
|                                    |  |                            |          |   |      |   |          |  



Three months ended
March 31, 2005 and 2004



Sales.Our sales increased
from $197.2 million in the three months ended March 31, 2004 to $221.6 million in the comparable period in 2005, an increase of $24.4 million, or 12%. The increase was primarily a result of higher aluminum prices which contributed to a 24% increase
in the metal component of our sales to can stock customers, our primary product. In the first quarter of 2005, sales of can stock represented a slightly less percentage of our total shipments from our Wise Alloys Listerhill facility (Alloys) versus
the first quarter of 2004. While shipments of can stock decreased slightly, shipments including hot band, trailer roof and other Alloys products increased approximately 265% to 18.3 million pounds in the first quarter of 2005. Shipments at Wise
Recycling to third parties increased approximately 25% to 23.8 million pounds for the quarter.



Cost of Sales. Cost of sales increased from $199.2 million in the three months ended March 31, 2004 to $215.5 million in the three months ended March 31, 2005, an increase of $16.3 million, or 8%. Metal costs,
representing 68% and 72% of cost of sales in the first quarter of 2004 and 2005, respectively, increased from $134.5 million in 2004 to $155.6 million in 2005, an increase of $21.1 million or 16%. Conversion costs, which exclude metal, but include
employment, energy, materials and other costs decreased from $64.7 million in the first quarter of 2004 to $59.9 million in 2005, a decrease of $4.8 million or 7%. Both conversion revenue and conversion costs decreased as a result of higher
shipments of hot band and Recycling shipments combined with decreased can sheet shipments. Both hot band and Recycling shipments carry significantly lower conversion revenue and conversion costs on a per pound basis. Conversion costs as a percentage
of conversion revenue increased from 90% in the first quarter of 2004 to 91% in 2005. Resulting conversion margin decreased from $7.0 million to $6.1 million, a decrease of $0.9 million or 13%. 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, offset by cost savings achieved through increased productivity.



Selling, General and Administrative. Selling, general and administrative expenses increased from $2.5 million in the
first quarter of 2004 to $2.7 million in the first quarter of 2005, an increase of $0.2 million or 8%.



9



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Interest Expense and Fees. Interest expense and fees increased from $3.6 million in the first
quarter of 2004 to $6.0 million in 2005 due to the higher interest rate from the long-term refinancing consisting of senior secured notes which closed on May 5, 2004 combined with higher outstanding amounts which increased from $254.2 million at
March 31, 2004 to $270.3 million at March 31, 2005. The increase was due to higher working capital needs due to a major customer no longer paying on early terms and due to higher inventory amounts 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 decrease during the
first quarter of 2005 was $3.6 million compared to an increase of $2.2 million during the first quarter of 2004.



Liquidity and Capital Resources



Our principal source of cash to fund liquidity needs is net cash provided by operating activities and availability under our revolving senior 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. 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 10K 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 customers and other competitive factors could have a material adverse effect on our liquidity.



Three months ended March 31, 2005 and 2004.



Operating Activities. During the three months ended March 31, 2005, net cash used in operating activities was $17.8
million as compared to $22.6 million provided by operating activities during the three months ended March 31, 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 three months ended March 31, 2005, accounts receivables increased from $46.3 million at December 31, 2004 to $69.9 million at March 31, 2005, an increase of $23.6 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 receiving payments.



Investing Activities. In the three months ended March 31, 2005, our capital expenditures were $4.0 million as compared to $1.6 million during the
same period in 2004. The increase in capital expenditures in 2005 was based on a planned program to rebuild a furnace and install a Vortex melter to improve melt loss recovery in our reclamation process. Alternatively, in the first quarter of 2004 we were executing a plan to minimize
discretionary spending while focusing on higher production levels to meet increasing can sheet demand. The 2005 capital plan calls for similar to slightly higher spending as the overall spending in 2004 but to be more evenly spaced throughout the
year.



Financing Activities. Net cash provided by
financing activities was $15.1 million in the three month period ended March 31, 2005 compared with $21.3 million used in financing activities in the first three 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 for 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



10



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can be based on band pricing where there is an upper and lower limit, a fixed price or an upper limit only. In addition, the price of the
aluminum component can be set as much as six months 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 March 31, 2005, these LME options and futures contracts covered approximately 97,575 metric tons with a fair value loss of approximately $0.5 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.



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 effectively 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 stock orders, that are processed by Alloys are made to a specific customer order. Due to seasonal considerations, the first quarter is generally the highest
sales volume for Alloys.



We earlier announced a five-percent
can sheet conversion price increase to become 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, beginning October 1, 2005.
For the second and third quarters of 2005 the metal transfer price will be above the ceiling. Confidential discussions are ongoing and are continuing with customers on implementing these changes. Other can sheet suppliers have also made
announcements regarding similar intentions. We can give no assurances as to the outcomes of these discussions.



11



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|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 March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



12



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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 which has been appealed by Wise Metals. The counterclaims of breach of fiduciary duty, however, have not been heard.



|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



|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|     | 
|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.



13



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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: May 16, 2005 |  |  |  | /s/ David DAddario                 
|                    |  |  |  | David DAddario                     
|                    |  |  |  | Chairman and Chief Executive Officer



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



14