##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington D.C. 20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended March 31,
    2010Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number
    001-32312
  Novelis Inc.
 (Exact name of registrant as
    specified in its charter)
  Canada(State or other jurisdiction
    of
    incorporation or organization)

98-0442987(I.R.S. Employer
    Identification Number)3399 Peachtree Road NE, Suite 1500,
    Atlanta, GA(Address of principal
    executive offices)

30326(Zip
    Code)   (404) 814-4200
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
 None




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##### 





TABLE OF
    CONTENTS
   
 SPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS AND MARKET DATA


2PART IItem 1.


Business


4Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


26Item 3.


Legal Proceedings


28PART IIItem 5.


Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


29Item 6.


Selected Financial Data


29Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


31Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


62Item 8.


Financial Statements and Supplementary Data


66Item 9.


Changes In and Disagreements With Accountants On
    Accounting and Financial Disclosure


147Item 9A(T).


Controls and Procedures


147Item 9B.


Other Information


148PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


149Item 11.


Executive Compensation


154Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


175Item 13.


Certain Relationships and Related Transactions
    and Director Independence


175Item 14.


Principal Accountant Fees and Services


176PART IVItem 15.


Exhibits and Financial Statement Schedules


177EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET
    DATA  Form 10-K
    
    the level of our indebtedness and our ability to generate cash;
    changes in the prices and availability of aluminum (or premiums
    associated with such prices) or other materials and raw
    materials we use;
    the capacity and effectiveness of our metal hedging activities;
    relationships with, and financial and operating conditions of,
    our customers, suppliers and other stakeholders;
    fluctuations in the supply of, and prices for, energy in the
    areas in which we maintain production facilities;
    our ability to access financing to fund current operations and
    for future capital requirements;
    changes in interest rates under our floating rate debt;  
    changes in the relative values of various currencies and the
    effectiveness of our currency hedging activities;  
    factors affecting our operations, such as litigation,
    environmental remediation and
    clean-up
    costs, labor relations and negotiations, breakdown of equipment
    and other events;
    economic, regulatory and political factors within the countries
    in which we operate or sell our products, including changes in
    duties or tariffs;
    competition from other aluminum rolled products producers as
    well as from substitute materials such as steel, glass, plastic
    and composite materials;
    changes in general economic conditions, including deterioration
    in the global economy;
    changes in the fair value of derivative instruments;
    cyclical demand and pricing within the principal markets for our
    products as well as seasonality in certain of our
    customers industries; 2




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
    changes in government regulations, particularly those affecting
    taxes and tax rates, climate change, environmental, health or
    safety compliance;
    changes in interest rates that have the effect of increasing the
    amounts we pay under our principal credit agreement and other
    financing agreements; and
    the effect of taxes and changes in tax rates.    Form 10-K,
  Exchange
    Rate Data
      Period

At Period End

Average Rate(A)

High

LowYear Ended December 31, 2005


1.1656



1.2083



1.2703



1.1507Year Ended December 31, 2006


1.1652



1.1310



1.1726



1.0955Three Months Ended March 31, 2007(B)


1.1530



1.1674



1.1852



1.1530April 1, 2007 Through May 15, 2007(B)


1.0976



1.1022



1.1583



1.0976May 16, 2007 Through March 31, 2008(B)


1.0275



1.0180



1.1028



0.9168Year Ended March 31, 2009


1.2579



1.1247



1.2694



0.9938Year Ended March 31, 2010


1.0144



1.0848



1.1881



1.0144     (A)
    
    The average of the 16:00 GMT buying rates on the last day of
    each month during the period.(B)
    
    See Note 1  Business and Summary of Significant
    Accounting Policies (Acquisition of Novelis Common
    Stock and Predecessor and Successor Reporting) to our
    accompanying audited consolidated financial statements.    Commonly
    Referenced Data
   3




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PART I  Item 1.
    Business  Overview
    Our
    History
  Organization
    and Description of Business
      Acquisition
    of Novelis Common Stock and Predecessor and Successor
    Reporting
    Push Down Basis
    of Accounting Required in Certain Limited Circumstances Business
    Combinations
  Our
    Industry
   4




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
    hot mills that require sheet ingot, a
    rectangular slab of aluminum, as starter material; and
    continuous casting mills that can convert
    molten metal directly into semi-finished sheet.            tm
  End-use
    Markets
   5




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Beverage and Food Cans.
  and/or
    Construction and Industrial. strength-to-weight
      Foil Products.
    Transportation.
   6




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Market
    Structure
        Competition
    North America

AsiaAlcoa, Inc. (Alcoa)

Furukawa-Sky Aluminum Corp.Aleris International, Inc. (Aleris)

Sumitomo Light Metal Company, Ltd.Arco Aluminium, Inc. (a subsidiary of BP plc)

Southwest Aluminum Co. Ltd.Norandal Aluminum

Kobe Steel Ltd.Wise Metal Group LLC

AlcoaRio Tinto Alcan Inc.

Nanshan Aluminum   Europe

South AmericaHydro A.S.A.

Companhia Brasileira de AlumínioRio Tinto Alcan Inc.

AlcoaAlcoaAleris  7




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Key
    Factors Affecting Supply and Demand
    Production Capacity.
  Alternative Technology. year-over-year
  Trade.
    Economic Growth.
    Substitution Trends.
 8




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Cyclicality.
  Downgauging.
  Seasonality.
  Our
    Business Strategy
    Focus
    on core operations and optimize our costs
    Integrate
    support functions globally in order to further drive
    improvements in our operations
   9




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Expand
    market leadership position through enhanced global and regional
    capabilities
    Focus
    on optimizing premium products to drive enhanced
    profitability
  tm tm
  Pursue
    organic growth in select emerging markets
    Our
    Operating Segments
    
    North America.  Headquartered in Cleveland,
    Ohio, this segment manufactures aluminum sheet and light gauge
    products and operates 11 plants, including two fully dedicated
    recycling facilities, in two countries. As announced in February
    2010, we will be moving our North American headquarters to
    Atlanta, Georgia during fiscal 2011.
    Europe.  Headquartered in Zurich, Switzerland,
    this segment manufactures aluminum sheet and light gauge
    products and operates 13 plants, including one fully dedicated
    recycling facility, in six countries. 10




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
    Asia.  Headquartered in Seoul, South Korea,
    this segment manufactures aluminum sheet and light gauge
    products and operates three plants in two countries.
    South America.  Headquartered in Sao Paulo,
    Brazil, this segment comprises bauxite mining, smelting
    operations, power generation, carbon products, aluminum sheet
    and light gauge products and operates four plants in Brazil.    May 16, 2007


April 1, 2007Year Ended

Year Ended

Through


ThroughSales in millions

March 31,

March 31,

March 31,


May 15,Shipments in kilotonnes

2010

2009

2008


2007Successor

Successor

Successor


PredecessorConsolidatedNet sales(A)

$
8,673


$
10,177


$
9,965



$
1,281Total shipments


2,854



2,943



2,787




363North AmericaNet sales(B)

$
3,292


$
3,930


$
3,664



$
446Total shipments


1,063



1,109



1,032




134EuropeNet sales(B)

$
2,975


$
3,718


$
3,831



$
510Total shipments


884



1,009



973




133AsiaNet sales(B)

$
1,501


$
1,536


$
1,612



$
217Total shipments


534



460



470




60South AmericaNet sales(B)

$
948


$
1,007


$
908




116Total shipments


373



365



312




36     (A)
    
    Consolidated Net sales include the results of our
    non-consolidated affiliates on a proportionately consolidated
    basis, which is consistent with the way we manage our business
    segments.(B)
    
    Net sales by segment includes intersegment sales.    North
    America
   11




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Europe
      Asia
  tm
  South
    America
      Financial
    Information About Geographic Areas
    Raw
    Materials and Suppliers
   12




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Aluminum
    Primary Aluminum Sourcing.
  Primary Aluminum Production.
  Recycled Aluminum Products.
    Energy
        Others
   13




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Our
    Customers
    Agfa-Gevaert N.V.

Daching Holdings LimitedAmcor Limited

Lotte Aluminum Co. Ltd.Anheuser-Busch InBev

Kodak Polychrome Graphics GmbHAffiliates of Ball Corporation

ImpressBMW Group

Pactiv CorporationCan-Pack S.A.

Rexam PlcVarious bottlers of the
    Coca-Cola
    system

Ryerson Inc.Crown Cork & Seal Company, Inc.

Tetra Pak Ltd.   Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Distribution
    and Backlog
    May 16, 2007


April 1, 2007Year Ended

Year Ended

Through


ThroughMarch 31,

March 31,

March 31,


May 15,2010

2009

2008


2007Successor

Successor

Successor


PredecessorDirect sales as a percentage of total net sales


93
%


93
%


90
%



91
%Distributor sales as a percentage of total net sales


7
%


7
%


10
%



9
%   Direct
    Sales
   14




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Distributors
    Backlog
    Research
    and Development
    May 16,


April 1,2007


2007Year Ended

Year Ended

Through


ThroughMarch 31,

March 31,

March 31,


May 15,2010

2009

2008


2007Successor

Successor

Successor


PredecessorResearch and development expenses

$
38


$
41


$
46



$
6     Our
    Employees
    Intellectual
    Property
     15




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Environment,
    Health and Safety
          Available
    Information
   16




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http://www.novelis.com, (http://www.sec.gov) 1-800-SEC-0330. Form 10-K.
  Item 1A.
    Risk
    Factors    Certain
    of our customers are significant to our revenues, and we could
    be adversely affected by changes in the business or financial
    condition of these significant customers or by the loss of their
    business.
    Our
    results and cash flows can be negatively impacted by timing
    differences between the prices we pay under purchase contracts
    and metal prices we charge our customers.
    Our
    operations consume energy and our profitability and cash flows
    may decline if energy costs were to rise, or if our energy
    supplies were interrupted.
    
    increases in costs of natural gas;
    significant increases in costs of supplied electricity or fuel
    oil related to transportation;
    interruptions in energy supply due to equipment failure or other
    causes; 17




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
    the inability to extend energy supply contracts upon expiration
    on economical terms; and
    the inability to pass through energy costs in certain sales
    contracts.    Economic
    conditions could negatively affect our financial condition and
    results of operations.
        We are
    subject to risks related to our indebtedness.
    
    limiting our ability to borrow additional amounts for working
    capital, capital expenditures or other general corporate
    purposes;
    increasing our vulnerability to general adverse economic and
    industry conditions, including extreme volatility in London
    Metal Exchange (LME) prices;
    limiting our ability to capitalize on business opportunities and
    to react to competitive pressures and adverse changes in
    government regulation; and
    limiting our ability or increasing the costs to refinance
    indebtedness. 18




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The
    covenants in our Credit Agreements and the indentures governing
    our Senior Notes impose significant operating restrictions on
    us.
    
    incur additional debt and provide additional guarantees;
    pay dividends and make other restricted payments, including
    certain investments;
    create or permit certain liens;
    make certain asset sales;
    use the proceeds from the sales of assets and subsidiary stock;
    create or permit restrictions on the ability of our restricted
    subsidiaries to pay dividends or make other distributions to us;
    engage in certain transactions with affiliates;
    enter into sale and leaseback transactions; and
    consolidate, merge or transfer all or substantially all of our
    assets or the assets of our restricted subsidiaries.    A
    deterioration of our financial position or a downgrade of our
    ratings by a credit rating agency could increase our borrowing
    costs and our business relationships could be adversely
    affected.
    Adverse
    changes in currency exchange rates could negatively affect our
    financial results and cash flows and the competitiveness of our
    aluminum rolled products relative to other
    materials.
     19




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Most
    of our facilities are staffed by a unionized workforce, and
    union disputes and other employee relations issues could
    materially adversely affect our financial results.
    Our
    operations have been and will continue to be exposed to various
    business and other risks, changes in conditions and events
    beyond our control in countries where we have operations or sell
    products.
      We
    could be adversely affected by disruptions of our
    operations.
    Our
    goodwill and other intangible assets could become impaired,
    which could require us to take non-cash charges against
    earnings.
     20




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As
    part of our ongoing evaluation of our operations, we may
    undertake additional restructuring efforts in the future which
    could in some instances result in significant severance-related
    costs, environmental remediation expenses and impairment and
    other restructuring charges.
    
    a voluntary separation program for salaried employees in North
    America and the corporate office aimed at reducing staff levels;
    cessation of commercial grade alumina at our Ouro Preto facility
    in Brazil;
    the closure of our aluminum sheet mill in Rogerstone, South
    Wales, UK;
    a restructuring plan to streamline operations at our Rugles
    facility located in Upper Normandy, France; and
    a voluntary retirement program in Asia.    We may
    not be able to successfully develop and implement new technology
    initiatives in a timely manner.
    If we
    fail to maintain effective internal control over financial
    reporting, we may have material misstatements in our financial
    statements and we may not be able to report our financial
    results in a timely manner.
  Form 10-K
  Loss
    of our key management and other personnel, or an inability to
    attract such management and other personnel, could adversely
    impact our business.
   21




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Future
    acquisitions or divestitures may adversely affect our financial
    condition.
    We
    could be required to make unexpected contributions to our
    defined benefit pension plans as a result of adverse changes in
    interest rates and the capital markets.
      We
    face risks relating to certain joint ventures and subsidiaries
    that we do not entirely control. Our ability to access cash from
    these entities may be more restricted than if such entities were
    wholly-owned subsidiaries.
    Hindalco
    and its interests as equity holder may conflict with the
    interests of the holders of our Senior Notes in the
    future.
   22




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We
    have supply agreements with Rio Tinto Alcan for a portion of our
    raw materials requirements. If Rio Tinto Alcan is unable to
    deliver sufficient quantities of these materials or if it
    terminates these agreements, our ability to manufacture products
    on a timely basis could be adversely affected.
      The
    adoption of derivatives legislation by Congress could have an
    adverse impact on our ability to hedge risks associated with our
    business and on the cost of our hedging
    activities.
  over-the-counter
  We
    face significant price and other forms of competition from other
    aluminum rolled products producers, which could hurt our results
    of operations and cash flows.
       23




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The
    end-use markets for certain of our products are highly
    competitive and customers are willing to accept substitutes for
    our products.
    The
    seasonal nature of some of our customers industries could
    have a material adverse effect on our financial results and cash
    flows.
    We are
    subject to a broad range of environmental, health and safety
    laws and regulations in the jurisdictions in which we operate,
    and we may be exposed to substantial environmental, health and
    safety costs and liabilities.
       24




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health-related
  We may
    be exposed to significant legal proceedings or
    investigations.
      Coca-Cola Coca-Cola Coca-Cola
 25




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Product
    liability claims against us could result in significant costs or
    negatively impact our reputation and could adversely affect our
    business results and financial condition.
    We may
    be affected by global climate change or by legal, regulatory, or
    market responses to such change.
  cap-and-trade
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Operating


Research


InnovationFacilities


Facilities


CentersNorth America


11



2



1Europe


13



3



South America


4







Asia


3



1



1Total


31



6



2  26




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North
    America
  Location

Plant Processes

Major End-Use MarketsBerea, Kentucky

Recycling

Recycled ingotBurnaby, British Columbia

Finishing

Foil containersFairmont, West Virginia

Cold rolling, finishing

Foil, HVAC materialGreensboro, Georgia

Recycling

Recycled ingotKingston, Ontario

Cold rolling, finishing

Automotive, construction/industrialLogan, Kentucky(1)

Hot rolling, cold rolling, finishing, recycling

Can stockOswego, New York

Novelis Fusion(tm)
    casting, hot rolling, cold rolling, recycling, finishing

Can stock, construction/industrial, semi-finished coilSaguenay, Quebec

Continuous casting, recycling

Semi-finished coilTerre Haute, Indiana

Cold rolling, finishing

FoilToronto, Ontario

Finishing

Foil, foil containersWarren, Ohio

Coating

Can end stock     (1)
    
    We own 40% of the outstanding common shares of Logan Aluminum
    Inc. (Logan), but we have made subsequent equipment
    investments such that our portion of Logans total machine
    hours has provided us more than 60% of Logans total
    production.  Europe
  Location

Plant Processes

Major End-Use MarketsBerlin, Germany

Converting

PackagingBresso, Italy

Finishing, painting

Painted sheet, architecturalBridgnorth, United Kingdom

Foil rolling, finishing, converting

Foil, packagingDudelange, Luxembourg

Continuous casting, foil rolling, finishing

FoilGöttingen, Germany

Cold rolling, finishing, painting

Can end, can tab, food can, lithographic, painted sheetLatchford, United Kingdom

Recycling

Sheet ingot from recycled metalLudenscheid, Germany

Foil rolling, finishing, converting

Foil, packagingNachterstedt, Germany

Cold rolling, finishing

Automotive, can end, industrialNorf, Germany(1)

Hot rolling, cold rolling

Can stock, foilstock, feeder stock for finishing operationsOhle, Germany

Cold rolling, finishing, converting

Foil, packagingPieve, Italy

Continuous casting, cold rolling

Coil for Bresso, industrialRugles, France

Continuous casting, foil rolling, finishing

FoilSierre, Switzerland(2)

Novelis Fusion(tm)
    casting, hot rolling, cold rolling, finishing

Automotive sheet, industrial     (1)
    
    Operated as a 50/50 joint venture between us and Hydro
    Aluminium Deutschland GmbH (Hydro).(2)
    
    We have entered into an agreement with Alcan pursuant to which
    Alcan retains access to the plate production capacity, which
    represents a portion of the total production capacity of the
    Sierre hot mill. 27




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Asia
  Location

Plant Processes

Major End-Use MarketsBukit Raja, Malaysia(1)

Continuous casting, cold rolling

Construction/industrial, heavy and lightgauge foilsUlsan, Korea(2)

Novelis Fusion(tm)
    casting, hot rolling, cold rolling, recycling, finishing

Can stock, construction/industrial, electronics, foilstock, and
    recycled materialYeongju, Korea(3)

Hot rolling, cold rolling, recycling, casting, finishing

Can stock, construction/industrial, electronics, foilstock and
    recycled material     (1)
    
    Ownership of the Bukit Raja plant corresponds to our 58% equity
    interest in Aluminium Company of Malaysia Berhad.(2)
    
    We hold a 68% equity interest in the Ulsan plant.(3)
    
    We hold a 68% equity interest in the Yeongju plant.  South
    America
  Location

Plant Processes

Major End-Use MarketsPindamonhangaba, Brazil

Hot rolling, cold rolling, recycling

Construction/industrial, can stock, foilstock, recycled ingot,
    foundry ingot, forge stockUtinga, Brazil

Finishing

FoilOuro Preto, Brazil(1)

Smelting

Primary aluminum (sheet ingot and billets)Aratu, Brazil

Smelting

Primary aluminum (sheet ingot)     (1)
    
    In May 2009, we ceased the production of commercial grade
    alumina at our Ouro Preto facility in Brazil.  Item 3.
    Legal
    Proceedings   28




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities        Item 6.
    Selected
    Financial Data  Form 10-K.
    May 16,



April 1,


Three2007



2007


MonthsYear Ended


Year Ended


Through



Through


EndedMarch 31,


March 31,


March 31,



May 15,


March 31,


Year Ended December 31,2010


2009


2008(A)



2007(A)


2007(B)


2006


2005(C)Successor


Successor


Successor



Predecessor


Predecessor


Predecessor


PredecessorNet sales

$
8,673


$
10,177


$
9,965



$
1,281


$
2,630


$
9,849


$
8,363Net income (loss) attributable to our common shareholder(D)

$
405


$
(1,910
)

$
(20
)


$
(97
)

$
(64
)

$
(275
)

$
90Dividends per common share

$



$



$




$



$



$
0.20


$
0.36   March 31,


March 31,


March 31,



March 31,


December 31,2010


2009


2008



2007


2006


2005(C)Successor


Successor


Successor



Predecessor


Predecessor


PredecessorTotal assets(A)

$
7,762


$
7,567


$
10,737



$
5,970


$
5,792


$
5,476Long-term debt (including current portion)

$
2,596


$
2,559


$
2,575



$
2,300


$
2,302


$
2,603Short-term borrowings

$
75


$
264


$
115



$
245


$
133


$
27Cash and cash equivalents

$
437


$
248


$
326



$
128


$
73


$
100Shareholders/invested equity

$
1,869


$
1,419


$
3,523



$
175


$
195


$
433     (A)
    
    On May 15, 2007, the Company was acquired by Hindalco
    through its indirect wholly-owned subsidiary. Our acquisition by
    Hindalco was recorded in accordance with Staff Accounting
    Bulletin No. 103, Push 29




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Down Basis of Accounting Required in Certain Limited
    Circumstances (SAB 103). In the accompanying
    consolidated balance sheets, the consideration and related costs
    paid by Hindalco in connection with the acquisition have been
    pushed down to us and have been allocated to the
    assets acquired and liabilities assumed in accordance with
    Financial Accounting Standards Board (FASB) Statement
    No. 141, Business Combinations(FASB 141), the
    applicable accounting standard at the Arrangement date. Due to
    the impact of push down accounting, the Companys
    consolidated financial statements and certain notes for the year
    ended March 31, 2008 are presented in two distinct periods
    to indicate the application of two different bases of accounting
    between the periods presented: (1) the period up to, and
    including, the acquisition date (April 1, 2007 through
    May 15, 2007, labeled Predecessor) and
    (2) the period after that date (May 16, 2007 through
    March 31, 2008, labeled Successor). The
    accompanying consolidated financial statements include a black
    line division which indicates that the Predecessor and Successor
    reporting entities shown are not comparable.The consideration paid by Hindalco to acquire Novelis has been
    pushed down to us and allocated to the assets acquired and
    liabilities assumed based on our estimates of fair value, using
    methodologies and assumptions that we believe are reasonable.
    This allocation of fair value results in additional charges or
    income to our post-acquisition consolidated statements of
    operations.(B)
    
    On June 26, 2007, our board of directors approved the
    change of our fiscal year end to March 31 from December 31.
    On June 28, 2007, we filed a Transition Report on
    Form 10-Q
    for the three month period ended March 31, 2007 with the
    United States Securities and Exchange Commission (SEC) pursuant
    to
    Rule 13a-10
    under the Securities Exchange Act of 1934 for transition period
    reporting.(C)
    
    The consolidated financial statements for the year ended
    December 31, 2005 include the results for the period from
    January 1 to January 5, 2005 prior to our spin-off from
    Alcan, in addition to the results for the period from January 6
    to December 31, 2005. The combined financial results for
    the period from January 1 to January 5, 2005 present
    our operations on a carve-out accounting basis. The consolidated
    balance sheet as of December 31, 2005 (and subsequent
    periods) and the consolidated results for the period from
    January 6 (the date of the spin-off from Alcan) to
    December 31, 2005 (and subsequent periods) present our
    financial position, results of operations and cash flows as a
    stand-alone entity.All income earned and cash flows generated by us as well as the
    risks and rewards of these businesses from January 1 to
    January 5, 2005 were primarily attributed to us and are
    included in our consolidated results for the year ended
    December 31, 2005, with the exception of losses of
    $43 million ($29 million net of tax) arising from the
    change in fair market value of derivative contracts, primarily
    with Alcan. These
    mark-to-market
    losses for the period from January 1 to January 5, 2005
    were recorded in the consolidated statement of operations for
    the year ended December 31, 2005 and were recognized as a
    decrease in Shareholders/invested equity.(D)
    
    Net income (loss) attributable to our common shareholder for the
    year ended March 31, 2009 includes non-cash pre-tax
    impairment charges of $1.5 billion, pre-tax unrealized
    losses on derivatives instruments of $519 million, a
    $122 million pre-tax gain on extinguishment of debt and
    $95 million in pre-tax restructuring charges. Restructuring
    charges, net for the year ended March 31, 2010; the period
    May 16, 2007 through March 31, 2008; April 1,
    2007 through May 15, 2007; the three months ended
    March 31, 2007; and the years ended December 31, 2006
    and 2005 were $14 million; $6 million;
    $1 million; $9 million; $19 million; and
    $10 million, respectively. For additional discussion on
    restructuring actions, see Note 2  Restructuring
    Programs in our accompanying audited consolidated financial
    statements.  Certain non-recurring expenses were incurred related to the
    acquisition by Hindalco. The three months ended March 31,
    2007 and the period May 16, 2007 through March 31,
    2008 each include $32 million of sales transaction fees.
    The period May 16, 2007 through March 31, 2008 also
    includes $45 million of stock compensation expense related
    to the Arrangement. 30




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  OVERVIEW
    AND REFERENCES
      BACKGROUND
    AND BASIS OF PRESENTATION
    Acquisition
    by Hindalco
      Combined
    Financial Results of the Predecessor and Successor
  Form 10-K,
 31




---



##### Table of Contents



May 16, 2007


April 1, 2007Through


Through


Year EndedMarch 31,


May 15,


March 31,2008


2007


2008Successor


Predecessor


CombinedShipments (in kt):Rolled products(1)


2,640



348



2,988Ingot products(2)


147



15



162Total shipments


2,787



363



3,150     (1)
    
    Rolled products include tolling (the conversion of
    customer-owned metal).(2)
    
    Ingot products include primary ingot in Brazil, foundry products
    in Korea and Europe, secondary ingot in Europe and other
    recyclable aluminum.  May 16, 2007


April 1, 2007Through


Through


Year EndedMarch 31,


May 15,


March 31,2008


2007


2008Successor


Predecessor


CombinedResults of Operations (in millions)Net sales

$
9,965


$
1,281


$
11,246Cost of goods sold (exclusive of depreciation and amortization
    shown below)


9,042



1,205



10,247Selling, general and administrative expenses


319



95



414Depreciation and amortization


375



28



403Research and development expenses


46



6



52Interest expense and amortization of debt issuance costs


191



27



218Interest income


(18
)


(1
)


(19
)Gain on change in fair value of derivative instruments, net


(22
)


(20
)


(42
)Restructuring charges, net


6



1



7Equity in net income of non-consolidated affiliates


(25
)


(1
)


(26
)Other (income) expenses, net


(6
)


35



299,908



1,375



11,283Income (loss) before income taxes


57



(94
)


(37
)Income tax provision


73



4



77Net loss


(16
)


(98
)


(114
)Net income (loss) attributable to noncontrolling interests


4



(1
)


3Net loss attributable to our common shareholder

$
(20
)

$
(97
)

$
(117
)  32




---



##### Table of Contents



HIGHLIGHTS
    
    We reported pre-tax income of $727 million for fiscal 2010,
    which includes $578 million of unrealized gains on
    derivatives. The $578 million of unrealized gains includes
    a $504 million reversal of previously recognized losses
    upon settlement of derivatives and $74 million of
    unrealized gains relating to mark to market adjustments on metal
    and currency derivatives. Current year results also include
    $14 million of restructuring expenses. Net income
    attributable to our common shareholder for fiscal 2010 was
    $405 million.
    We reported a pre-tax loss of $2.2 billion for fiscal 2009,
    which includes $519 million of unrealized losses on
    derivatives. The prior year results also include non-cash
    impairment charges of $1.5 billion, $95 million in
    restructuring charges and a $122 million gain on a debt
    exchange transaction. Net loss attributable to our common
    shareholder for fiscal 2009 was $1.9 billion.
    Shipments of flat rolled products in fiscal 2010 were down 2%
    overall as compared to fiscal 2009. However, shipments in our
    fourth quarter of 2010 increased in all regions as compared to
    the same period a year ago. Fourth quarter increases in North
    America, Europe and Asia were the most significant, with 11%,
    21% and 50% increases, respectively. Shipments in South America
    remained stable during the past year, as this market is heavily
    focused on can sheet shipments and was not as significantly
    impacted by the economic downturn.
    We had $1.0 billion of liquidity as of March 31, 2010.
    This represents an increase of $636 million as compared to
    our liquidity position at March 31, 2009, driven by strong
    operational cash flow, the bond issuance and increased gross
    borrowing capacity under the ABL.    BUSINESS
    AND INDUSTRY CLIMATE
   33




---



##### Table of Contents



Key
    Sales and Shipment Trends(In
    millions, excepts Shipments which are in kt)
  Year














YearThree Months Ended


Ended


Three Months Ended


EndedJune 30,


Sept 30,


Dec 31,


March 31,


March 31,


June 30,


Sept 30,


Dec 31,


March 31,


March 31,2008


2008


2008


2009


2009


2009


2009


2009


2010


2010(Successor)Net sales

$
3,103


$
2,959


$
2,176


$
1,939


$
10,177


$
1,960


$
2,181


$
2,112


$
2,420


$
8,673% increase (decrease) in net sales versus comparable previous
    year period


10
%


5
%


(20
)%


(32
)%


(10
)%


(37
)%


(26
)%


(3
)%


25
%


(15
)%Rolled product shipments:North America


286



293



242



246



1,067



254



258



243



274



1,029Europe


271



254



197



188



910



185



203



188



227



803Asia


133



122



106



86



447



130



139



134



129



532South America


87



87



87



85



346



81



93



84



86



344Total


777



756



632



605



2,770



650



693



649



716



2,708Beverage and food cans


417



416



363



361



1,557



396



407



371



406



1,580All other rolled products


360



340



269



244



1,213



254



286



278



310



1,128Total


777



756



632



605



2,770



650



693



649



716



2,708Percentage increase (decrease) in rolled products shipments
    versus comparable previous year period:North America


3
%


5
%


(10
)%


(11
)%


(3
)%


(11
)%


(12
)%



%


11
%


(4
)%Europe


(5
)%


(8
)%


(19
)%


(30
)%


(15
)%


(32
)%


(20
)%


(5
)%


21
%


(12
)%Asia


13
%


5
%


(21
)%


(30
)%


(9
)%


(2
)%


14
%


26
%


50
%


19
%South America


16
%


13
%


5
%


(2
)%


7
%


(7
)%


7
%


(3
)%


1
%


(1
)%Total


3
%


1
%


(13
)%


(20
)%


(7
)%


(16
)%


(8
)%


3
%


18
%


(2
)%Beverage and food cans


11
%


9
%


(6
)%


(7
)%


2
%


(5
)%


(2
)%


2
%


12
%


1
%All other rolled products


(5
)%


(7
)%


(22
)%


(33
)%


(17
)%


(29
)%


(16
)%


3
%


27
%


(7
)%Total


3
%


1
%


(13
)%


(20
)%


(7
)%


(16
)%


(8
)%


3
%


18
%


(2
)%   Business
    Model and Key Concepts
     34




---



##### Table of Contents



Percent ChangeYear Ended

Year EndedMarch 31, 2010

March 31, 2009Year Ended March 31,

versus

versusLondon Metal Exchange Prices

2010

2009

2008

March 31, 2009

March 31, 2008Successor

Successor

CombinedAluminum (per metric tonne, and
    presented in U.S. dollars):Closing cash price as of end of period

$
2,288


$
1,366


$
2,935



67
%


(53
)%Average cash price during period

$
1,868


$
2,234


$
2,620



(16
)%


(15
)%       
    Our products have a price structure based upon the LME price.
    Increases or decreases in the LME price have a direct impact on
    net sales, cost of goods sold (exclusive of depreciation and
    amortization) and working capital on a lag basis.
    In periods of declining prices, we settle derivative contracts
    in cash with brokers in advance from our customers. The lag
    between derivative settlement and customer collection typically
    ranges from 30 to 60 days, which temporarily impacts our
    liquidity. During fiscal 2010, we had net outflows of
    $395 million for payments related to the settlement of
    derivatives.    Metal
    Price Ceilings
         35




---



##### Table of Contents



Metal
    Price Lag
    Foreign
    Exchange Impact
    Exchange Rate as of

Average Exchange RateMarch 31,

Year Ended March 31,2010

2009

2008

2010

2009

2008U.S. dollar per Euro


1.353



1.328



1.581



1.414



1.411



1.432Brazilian real per U.S. dollar


1.784



2.301



1.744



1.861



1.982



1.837South Korean won per U.S. dollar


1,131



1,337



989



1,213



1,221



932Canadian dollar per U.S. dollar


1.014



1.258



1.028



1.085



1.134



1.025       Results
    of Operations
  Year
    Ended March 31, 2010 Compared with the Year Ended
    March 31, 2009
       36




---



##### Table of Contents



Segment
    Review
      Selected Operating Results

North








SouthYear Ended March 31, 2010

America


Europe


Asia


America


Eliminations


TotalSuccessorNet sales

$
3,292


$
2,975


$
1501


$
948


$
(43
)

$
8,673Shipments (kt)Rolled products


1,029



803



532



344







2,708Ingot products


34



81



2



29







146Total shipments


1,063



884



534



373







2,854   Selected Operating Results

North








SouthYear Ended March 31, 2009

America


Europe


Asia


America


Eliminations


TotalSuccessorNet sales

$
3,930


$
3,718


$
1,536


$
1,007


$
(14
)

$
10,177Shipments (kt)Rolled products


1,067



910



447



346







2,770Ingot products


42



99



13



19







173Total shipments


1,109



1,009



460



365







2,943  37




---



##### Table of Contents



North








SouthChanges in Segment Income

America


Europe


Asia


AmericaSegment income  year ended March 31, 2009

$
82


$
236


$
86


$
139Volume:Rolled products


(26
)


(104
)


34



2Other


4



2



(2
)


2Conversion premium and product mix


78



58



40



54Conversion costs(A)


75



52



40



6Metal price lag


73



(49
)


(82
)


3Foreign exchange


27



27



48



(30
)Other changes(B)


7



25



2



(65
)Segment income  year ended March 31, 2010

$
320


$
247


$
166


$
111     (A)
    
    Conversion costs include expenses incurred in production such as
    direct and indirect labor, energy, freight, scrap usage, alloys
    and hardeners, coatings, alumina and melt loss. Fluctuations in
    this component reflect cost efficiencies during the period as
    well as cost inflation (deflation).(B)
    
    Other changes include selling, general &
    administrative costs and research and development for all
    segments and certain other items which impact one or more
    regions, including such items as the impact of purchase
    accounting and metal price ceiling contracts. Significant
    fluctuations in these items are discussed below.  North
    America
         38




---



##### Table of Contents



Europe
          Asia
      year-over-year
   39




---



##### Table of Contents



South
    America
        Reconciliation
    of segment results to Net income
    Year Ended March 31,2010


2009Successor


SuccessorNorth America

$
320


$
82Europe


247



236Asia


166



86South America


111



139Corporate and other


(90
)


(57
)Depreciation and amortization


(384
)


(439
)Interest expense and amortization of debt issuance costs


(175
)


(182
)Interest income


11



14Unrealized gains (losses) on change in fair value of derivative
    instruments, net


578



(519
)Impairment of goodwill






(1,340
)Gain on extinguishment of debt






122Restructuring charges, net


(14
)


(95
)Adjustment to eliminate proportional consolidation


(51
)


(226
)Other costs, net


8



11Income (loss) before income taxes


727



(2,168
)Income tax provision (benefit)


262



(246
)Net income (loss)


465



(1,922
)Net income (loss) attributable to noncontrolling interests


60



(12
)Net income (loss) attributable to our common shareholder

$
405


$
(1,910
)    40




---



##### Table of Contents




    Our functional currency in Canada and Brazil is the
    U.S. dollar and the company holds significant
    U.S. dollar denominated debt in these locations. As the
    value of the local currencies strengthens and weakens against
    the U.S. dollar, unrealized gains or losses are created in
    those locations for tax purposes, while the underlying gains or
    losses are not recorded in our income statement.
    During fiscal 2009, Canadian legislation was enacted allowing us
    to elect to determine our Canadian taxable income in
    U.S. dollars. Our election was effective April 1,
    2008, and such U.S. dollar taxable gains and losses no
    longer exist in Canada as of that date.
    We have significant net deferred tax liabilities in Brazil that
    are remeasured to account for currency fluctuations as the taxes
    are payable in local currency. 41




---



##### Table of Contents




    Our income is taxed at various statutory tax rates in varying
    jurisdictions. Applying the corresponding amounts of income and
    loss to the various tax rates results in differences when
    compared to our Canadian statutory tax rate.
    We record increases and decreases to valuation allowances
    primarily related to tax losses in certain jurisdictions where
    we believe it is more likely than not that we will not be able
    to utilize those losses.        Year
    Ended March 31, 2009 Compared With the Year Ended
    March 31, 2008 (Twelve Months Combined
    Non-GAAP)
       42




---



##### Table of Contents



Segment
    Review (on a combined non-GAAP basis)
    Selected Operating Results

North








SouthYear Ended March 31, 2009

America


Europe


Asia


America


Eliminations


TotalSuccessorNet sales

$
3,930


$
3,718


$
1,536


$
1,007


$
(14
)

$
10,177Shipments (kt)Rolled products


1,067



910



447



346







2,770Ingot products


42



99



13



19







173Total shipments


1,109



1,009



460



365







2,943   Selected Operating Results

North








SouthYear Ended March 31, 2008

America


Europe


Asia


America


Eliminations


TotalCombinedNet sales

$
4,110


$
4,341


$
1,829


$
1,024


$
(58
)

$
11,246Shipments (kt)Rolled products


1,102



1,071



491



324







2,988Ingot products


64



35



39



24







162Total shipments


1,166



1,106



530



348







3,150     North








SouthChanges in Segment Income (in millions)

America


Europe


Asia


AmericaSuccessorSegment income  year ended March 31, 2008

$
242


$
273


$
52


$
161Volume:Rolled products


(28
)


(156
)


(35
)


5Other






(3
)


(4
)


(9
)Conversion premium and product mix


22



68



26



(3
)Conversion costs(1)


(57
)


12



(14
)


(36
)Metal price lag


(87
)


66



63



(1
)Foreign exchange


(26
)


(40
)


(10
)


14Other changes(2)


16



16



8



8Segment income  year ended March 31, 2009

$
82


$
236


$
86


$
139     (1)
    
    Conversion costs include expenses incurred in production such as
    direct and indirect labor, energy, freight, scrap usage, alloys
    and hardeners, coatings, alumina and melt loss. Fluctuations in
    this component reflect cost efficiencies during the period as
    well as cost inflation (deflation).(2)
    
    Other changes include selling, general &
    administrative costs and research and development for all
    segments and certain other items which impact one or more
    regions, including such items as the impact of purchase
    accounting and metal price ceiling contracts. Significant
    fluctuations in these items are discussed below.  North
    America
   43




---



##### Table of Contents



Europe
  year-over-year
        Asia
       44




---



##### Table of Contents



South
    America
        Reconciliation
    of segment results to Net income
    Year Ended March 31,2009


2008Successor


CombinedNorth America

$
82


$
242Europe


236



273Asia


86



52South America


139



161Corporate and other(1)


(57
)


(84
)Depreciation and amortization


(439
)


(403
)Interest expense and amortization of debt issuance costs


(182
)


(218
)Interest income


14



19Unrealized losses on change in fair value of derivative
    instruments, net


(519
)


(3
)Impairment of goodwill


(1,340
)


Gain on extinguishment of debt


122



Adjustment to eliminate proportional consolidation(2)


(226
)


(43
)Restructuring charges, net


(95
)


(7
)Other costs, net


11



(26
)Loss before income taxes


(2,168
)


(37
)Income tax provision (benefit)


(246
)


77Net loss


(1,922
)


(114
)Net income (loss) attributable to noncontrolling interests


(12
)


3Net loss attributable to our common shareholder

$
(1,910
)

$
(117
)     (1)
    
    Corporate and Other includes functions that are managed directly
    from our corporate office, which focuses on strategy development
    and oversees governance, policy, legal compliance, human
    resources and finance matters. These expenses have not been
    allocated to the regions. 45




---



##### Table of Contents



(2)
    
    Our financial information for our segments (including Segment
    income) includes the results of our non-consolidated affiliates
    on a proportionately consolidated basis, which is consistent
    with the way we manage our business segments. However, under
    GAAP, these non-consolidated affiliates are accounted for using
    the equity method of accounting. Therefore, in order to
    reconcile Income from reportable segments to net loss
    attributable to our common shareholder, the proportional Segment
    income of these non-consolidated affiliates is removed from
    Income from reportable segments, net of our share of their net
    after-tax results, which is reported as equity in net (income)
    loss of non-consolidated affiliates on our condensed
    consolidated statements of operations. See
    Note 8  Investment in and Advances to
    Non-Consolidated Affiliates and Related Party Transactions to
    our accompanying audited consolidated financial statements for
    further information about these non-consolidated affiliates.        mark-to-market
           46




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes
  Liquidity
    and Capital Resources
        Available
    Liquidity
    March 31,2010


2009Successor


SuccessorCash and cash equivalents

$
437


$
248Overdrafts


(14
)


(11
)Gross availability under the ABL facility


603



233Borrowing availability limitation due to fixed charge coverage
    ratio






(80
)Total liquidity

$
1,026


$
390    47




---



##### Table of Contents



Free
    cash flow
      Change2010


2009Year Ended March 31,


versus


versus2010


2009


2008


2009


2008Successor


Successor


CombinedNet cash provided by (used in) operating activities

$
844


$
(220
)

$
171


$
1,064


$
(391
)Net cash provided by (used in) investing activities


(484
)


(127
)


(92
)


(357
)


(35
)Less: Proceeds from sales of assets


(5
)


(5
)


(8
)






3Free cash flow

$
355


$
(352
)

$
71


$
707


$
(423
)Ending cash and cash equivalents

$
437


$
248


$
326


$
194


$
27       Operating
    Activities
     48




---



##### Table of Contents



Investing
    Activities
    Change2010


2009Year Ended March 31,


versus


versus2010


2009


2008


2009


2008Successor


Successor


CombinedCapital expenditures

$
(101
)

$
(145
)

$
(202
)

$
44


$
57Proceeds from sales of assets


5



5



8







(3
)Changes to investment in and advances to non-consolidated
    affiliates


3



20



25



(17
)


(5
)Proceeds from related parties loans receivable, net


4



17



18



(13
)


(1
)Net proceeds (outflow) from settlement of derivative instruments


(395
)


(24
)


59



(371
)


(83
)Net cash used in investing activities

$
(484
)

$
(127
)

$
(92
)

$
(357
)

$
(35
)   tm
 49




---



##### Table of Contents



Financing
    Activities
    Change2010


2009Year Ended March 31,


versus


versus2010


2009


2008


2009


2008Successor


Successor


CombinedProceeds from issuance of common stock

$



$



$
92


$



$
(92
)Proceeds from issuance of debt


181



354



1,250



(173
)


(896
)Principal repayments


(162
)


(235
)


(1,010
)


73



775Short-term borrowings, net


(193
)


176



(181
)


(369
)


357Dividends


(13
)


(6
)


(8
)


(7
)


2Debt issuance costs


(1
)


(3
)


(39
)


2



36Proceeds from the exercise of stock options










1







(1
)Net cash provided by (used in) financing activities

$
(188
)

$
286


$
105


$
(474
)

$
181   Credit
    Agreements and Predecessor Financing
       50




---



##### Table of Contents



11.5% Senior
    Notes
    7.25% Senior
    Notes
   51




---



##### Table of Contents



Short-Term
    Borrowings and Lines of Credit
          Korean
    Bank Loans
     52




---



##### Table of Contents



Unsecured
    Credit Facility
    Interest
    Rate Swaps
        Issuance
    of Additional Common Stock
    OFF-BALANCE
    SHEET ARRANGEMENTS
    
    any obligation under certain derivative instruments;
    any obligation under certain guarantees or contracts;
    a retained or contingent interest in assets transferred to an
    unconsolidated entity or similar entity or similar arrangement
    that serves as credit, liquidity or market risk support to that
    entity for such assets and
    any obligation under a material variable interest held by the
    registrant in an unconsolidated entity that provides financing,
    liquidity, market risk or credit risk support to the registrant,
    or engages in leasing, hedging or research and development
    services with the registrant.   53




---



##### Table of Contents



Derivative
    Instruments
    Guarantees
    of Indebtedness
          Maximum

LiabilityPotential Future

CarryingPayment

ValueWholly-owned Subsidiaries

$
121


$
35Aluminium Norf GmbH


14



     Other
    Arrangements
  Forfaiting
    of Trade Receivables
   54




---



##### Table of Contents



Factoring
    of Trade Receivables
    Summary
    Disclosures of Forfaited and Factored Financial
    Amounts
    May 16, 2007


April 1, 2007Year Ended

Year Ended

Through


ThroughMarch 31, 2010

March 31, 2009

March 31, 2008


May 15, 2007Successor

Successor

Successor


PredecessorReceivables forfaited

$
423


$
570


$
507



$
51Receivables factored

$
149


$
70


$
75



$
Forfaiting expense

$
2


$
5


$
6



$
1Factoring expense

$
1


$
1


$
1



$
   March 31,2010

2009Successor

SuccessorForfaited receivables outstanding

$
83


$
71Factored receivables outstanding

$
34


$
     Other
   55




---



##### Table of Contents



CONTRACTUAL
    OBLIGATIONS
    Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsDebt(A)

$
2,561


$
112


$
24


$
2,425


$
Interest on long-term debt(B)


621



137



262



222



Capital leases(C)


65



8



14



13



30Operating leases(D)


102



21



32



25



24Purchase obligations(E)


8,500



3,011



3,140



2,010



339Unfunded pension plan benefits(F)


131



10



21



25



75Other post-employment benefits(F)


109



7



16



20



66Funded pension plans(F)


41



41











Total

$
12,130


$
3,347


$
3,509


$
4,740


$
534     (A)
    
    Includes only principal payments on our Senior Notes, term
    loans, revolving credit facilities and notes payable to banks
    and others. These amounts exclude payments under capital lease
    obligations.(B)
    
    Interest on our fixed rate debt is estimated using the stated
    interest rate. Interest on our variable-rate debt is estimated
    using the rate in effect as of March 31, 2010 and includes
    the effect of current interest rate swap agreements. Actual
    future interest payments may differ from these amounts based on
    changes in floating interest rates or other factors or events.
    These amounts include an estimate for unused commitment fees.
    Excluded from these amounts are interest related to capital
    lease obligations, the amortization of debt issuance and other
    costs related to indebtedness.(C)
    
    Includes both principal and interest components of future
    minimum capital lease payments. Excluded from these amounts are
    insurance, taxes and maintenance associated with the property.(D)
    
    Includes the minimum lease payments for non-cancelable leases
    for property and equipment used in our operations. We do not
    have any operating leases with contingent rents. Excluded from
    these amounts are insurance, taxes and maintenance associated
    with the properties and equipment.(E)
    
    Includes agreements to purchase goods (including raw materials
    and capital expenditures) and services that are enforceable and
    legally binding on us, and that specify all significant terms.
    Some of our raw material purchase contracts have minimum annual
    volume requirements. In these cases, we estimate our future
    purchase obligations using annual minimum volumes and costs per
    unit that are in effect as of March 31, 2010. Due to
    volatility in the cost of our raw materials, actual amounts paid
    in the future may differ from these amounts. Excluded from these
    amounts are the impact of any derivative instruments and any
    early contract termination fees, such as those typically present
    in energy contracts.(F)
    
    Obligations for postretirement benefit plans are estimated based
    on actuarial estimates using benefit assumptions for, among
    other factors, discount rates, rates of compensation increases
    and healthcare cost trends. Payments for unfunded pension plan
    benefits and other post-employment benefits are estimated
    through 2020. For funded pension plans, estimating the
    requirements beyond fiscal 2011 is not practical, as it depends
    on the performance of the plans investments, among other
    factors.  DIVIDENDS
   56




---



##### Table of Contents



ENVIRONMENT,
    HEALTH AND SAFETY
      CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
      Derivative
    Financial Instruments
     57




---



##### Table of Contents



Impairment
    of Goodwill
    March 31, 2010SuccessorNorth America

$
288Europe


181South America


142$
611      58




---



##### Table of Contents



build-up build-up
    build-up
    Equity
    Investments
      Impairment
    of Intangible Assets
  Property, Plant and Equipment.
 59




---



##### Table of Contents



Impairment
    of Long Lived Assets
        Pension
    and Other Postretirement Plans
  Compensation 
    Retirement Benefits
       60




---



##### Table of Contents



Income
    Taxes
      Income
    Taxes
 61




---



##### Table of Contents



Assessment
    of Loss Contingencies
      RECENTLY
    ISSUED ACCOUNTING STANDARDS
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  marked-to-market
      Commodity
    Price Risks
    Aluminum
   62




---



##### Table of Contents



Sensitivities
    Energy
           63




---



##### Table of Contents



Sensitivities
    Change in

Change inPrice

Fair ValueElectricity


(10
)%

$
(1
)Natural Gas


(10
)%


(2
)Heating Oil


(10
)%


   Foreign
    Currency Exchange Risks
    non-U.S. dollar
     64




---



##### Table of Contents



Sensitivities
    Change in

Change inExchange Rate

Fair ValueCurrency measured against the U.S. dollarBrazilian real


(10
)%

$
(20
)Euro


10
%


(40
)Korean won


10
%


(5
)Canadian dollar


10
%


(5
)British pound


(10
)%


(1
)Swiss franc


10
%


(4
)       Interest
    Rate Risks
      Sensitivities
    Change in

Change inRate

Fair ValueInterest Rate ContractsNorth America


(10
)%

$
(1
)Asia


(10
)%


  65




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  TABLE OF
    CONTENTS
   
 Managements Responsibility Report


67Reports of Independent Registered Public
    Accounting Firm


68Consolidated Statements of Operations


70Consolidated Balance Sheets


71Consolidated Statements of Cash Flows


72Consolidated Statements of Shareholders
    Equity


73Consolidated Statements of Comprehensive Income
    (Loss)


75Notes to the Consolidated Financial Statements


76   66




---



##### Table of Contents



Managements
    Responsibility Report  Form 10-K. Form 10-K
    Form 10-K,
  /s/  Philip
    Martens

/s/  Steven
    FisherPHILIP MARTENSPresident and Chief Operating Officer

STEVEN FISHERChief Financial Officer    67




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control  Integrated
    Framework
  Consolidations
      
    68




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Consolidations
  
     69




---



##### Table of Contents



Novelis
    Inc.CONSOLIDATED STATEMENTS OF OPERATIONS
    (In millions, except per share amounts)
  May 16,



April 1,2007



2007Year Ended


Year Ended


Through



ThroughMarch 31,


March 31,


March 31,



May 15,2010


2009


2008



2007Successor


Successor


Successor



PredecessorNet sales

$
8,673


$
10,177


$
9,965



$
1,281Cost of goods sold (exclusive of depreciation and amortization
    shown below)


7,190



9,251



9,042




1,205Selling, general and administrative expenses


360



319



319




95Depreciation and amortization


384



439



375




28Research and development expenses


38



41



46




6Interest expense and amortization of debt issuance costs


175



182



191




27Interest income


(11
)


(14
)


(18
)



(1
)(Gain) loss on change in fair value of derivative instruments,
    net


(194
)


556



(22
)



(20
)Impairment of goodwill






1,340








Gain on extinguishment of debt






(122
)







Restructuring charges, net


14



95



6




1Equity in net (income) loss of non-consolidated affiliates


15



172



(25
)



(1
)Other (income) expenses, net


(25
)


86



(6
)



357,946



12,345



9,908




1,375Income (loss) before income taxes


727



(2,168
)


57




(94
)Income tax provision (benefit)


262



(246
)


73




4Net income (loss)


465



(1,922
)


(16
)



(98
)Net income (loss) attributable to noncontrolling interests


60



(12
)


4




(1
)Net income (loss) attributable to our common shareholder

$
405


$
(1,910
)

$
(20
)


$
(97
)    70




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    millions, except number of shares)
  March 31,2010


2009Successor


SuccessorASSETSCurrent assetsCash and cash equivalents

$
437


$
248Accounts receivable (net of allowances of $4 and $2 as of
    March 31, 2010 and 2009, respectively) third parties


1,143



1,049 related parties


24



25Inventories, net


1,083



793Prepaid expenses and other current assets


39



51Fair value of derivative instruments


197



119Deferred income tax assets


12



216Total current assets


2,935



2,501Property, plant and equipment, net


2,635



2,780Goodwill


611



582Intangible assets, net


746



806Investment in and advances to non-consolidated affiliates


709



719Fair value of derivative instruments, net of current portion


7



72Deferred income tax assets


5



4Other long-term assets third parties


93



80 related parties


21



23Total assets

$
7,762


$
7,567LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
106


$
51Short-term borrowings


75



264Accounts payable third parties


1,076



725 related parties


53



48Fair value of derivative instruments


110



640Accrued expenses and other current liabilities


436



516Deferred income tax liabilities


34



Total current liabilities


1,890



2,244Long-term debt, net of current portion third parties


2,490



2,417 related party






91Deferred income tax liabilities


497



469Accrued postretirement benefits


499



495Other long-term liabilities


376



3425,752



6,058Commitments and contingenciesShareholders equityCommon stock, no par value; unlimited number of shares
    authorized; 77,459,658 shares issued and outstanding as of
    March 31, 2010 and 2009, respectively






Additional paid-in capital


3,497



3,497Accumulated deficit


(1,525
)


(1,930
)Accumulated other comprehensive income (loss)


(103
)


(148
)Total equity of our common shareholder


1,869



1,419Noncontrolling interests


141



90Total equity


2,010



1,509Total liabilities and equity

$
7,762


$
7,567    71




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    millions)
  May 16,



April 1,2007



2007Year Ended


Year Ended


Through



ThroughMarch 31,


March 31,


March 31,



May 15,2010


2009


2008



2007Successor


Successor


Successor



PredecessorOPERATING ACTIVITIESNet income (loss)

$
465


$
(1,922
)

$
(16
)


$
(98
)Adjustments to determine net cash provided by (used in)
    operating activities:Depreciation and amortization


384



439



375




28(Gain) loss on change in fair value of derivative instruments,
    net


(194
)


556



(22
)



(20
)Non-cash restructuring charges, net


2



22








Gain on extinguishment of debt






(122
)







Deferred income taxes


229



(331
)


(5
)



(18
)Write-off and amortization of fair value adjustments, net


(134
)


(233
)


(221
)



Impairment of goodwill






1,340








Equity in net (income) loss of non-consolidated affiliates


15



172



(25
)



(1
)Foreign exchange remeasurement on debt


(20
)


26








Gain on reversal of accrued legal claim


(3
)


(26
)







Other, net


11



8



12




5Changes in assets and liabilities (net of effects from
    acquisitions and divestitures):Accounts receivable


(46
)


73



177




(21
)Inventories


(264
)


466



208




(76
)Accounts payable


311



(643
)


(18
)



(62
)Other current assets


14



(6
)


(8
)



(7
)Other current liabilities


47



(63
)


(68
)



42Other noncurrent assets


(15
)


17



(30
)



(1
)Other noncurrent liabilities


42



7



42




(1
)Net cash provided by (used in) operating activities


844



(220
)


401




(230
)INVESTING ACTIVITIESCapital expenditures


(101
)


(145
)


(185
)



(17
)Proceeds from sales of assets


5



5



8




Changes to investment in and advances to non-consolidated
    affiliates


3



20



24




1Proceeds from related party loans receivable, net


4



17



18




Net proceeds from settlement of derivative instruments


(395
)


(24
)


41




18Net cash provided by (used in) investing activities


(484
)


(127
)


(94
)



2FINANCING ACTIVITIESProceeds from issuance of common stock










92




Proceeds from issuance of debt third parties


177



263



1,100




150 related parties


4



91








Principal repayments third parties


(67
)


(235
)


(1,009
)



(1
) related parties


(95
)











Short-term borrowings, net


(193
)


176



(241
)



60Dividends


(13
)


(6
)


(1
)



(7
)Debt issuance costs


(1
)


(3
)


(37
)



(2
)Proceeds from the exercise of stock options















1Net cash provided by (used in) financing activities


(188
)


286



(96
)



201Net increase (decrease) in cash and cash equivalents


172



(61
)


211




(27
)Effect of exchange rate changes on cash balances held in
    foreign currencies


17



(17
)


13




1Cash and cash equivalents  beginning of period


248



326



102




128Cash and cash equivalents  end of period

$
437


$
248


$
326



$
102    72




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 (In
    millions, except number of shares)
  Equity of our Common ShareholderAccumulatedRetained


OtherAdditional


Earnings/


Comprehensive


Non-Common Stock


Paid-in


(Accumulated


Income (Loss)


Controlling


TotalShares


Amount


Capital


Deficit)


(AOCI)


Interests


EquityBalance as of March 31, 2007


75,357,660


$



$
428


$
(263
)

$
10


$
152


$
327PredecessorActivity for April 1, 2007 through May 15, 2007:Net loss attributable to our common shareholder














(97
)










(97
)Net loss attributable to noncontrolling interests






















(1
)


(1
)Issuance of common stock from the exercise of stock options


57,876







1















1Conversion of share-based compensation plans from equity-based
    plans to liability-based plans










(7
)














(7
)Currency translation adjustment, net of tax benefit of $4
    included in AOCI


















35



1



36Change in fair value of effective portion of hedges, net of tax
    of $ in AOCI


















(1
)






(1
)Postretirement benefit plans:Amortization of net actuarial loss


















(1
)






(1
)Balance as of May 15, 2007


75,415,536


$



$
422


$
(360
)

$
43


$
152


$
257      73




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY 
    (Continued)
 (In
    millions, except number of shares)
  Equity of our Common ShareholderAccumulatedRetained


OtherAdditional


Earnings/


Comprehensive


Non-Common Stock


Paid-in


(Accumulated


Income (Loss)


Controlling


TotalShares


Amount


Capital


Deficit)


(AOCI)


Interests


EquitySuccessorBalance as of May 16, 2007


75,415,536


$



$
3,405


$



$



$
152


$
3,557Activity for May 16, 2007 through March 31, 2008:Net income (loss) attributable to our common shareholder














(20
)










(20
)Net income attributable to noncontrolling interests






















4



4Issuance of additional common stock


2,044,122







92















92Currency translation adjustment, net of tax of $ in
    AOCI


















59



(6
)


53Postretirement benefit plans:






















Change in pension and other benefits, net of tax benefit of $4
    included in AOCI


















(13
)






(13
)Noncontrolling interests cash dividends






















(1
)


(1
)Balance as of March 31, 2008


77,459,658







3,497



(20
)


46



149



3,672Fiscal 2009 Activity:Net loss attributable to our common shareholder














(1,910
)










(1,910
)Net loss attributable to noncontrolling interests






















(12
)


(12
)Currency translation adjustment, net of tax of $ in
    AOCI


















(122
)


(41
)


(163
)Change in fair value of effective portion of hedges, net of tax
    benefit of $11 included in AOCI


















(19
)






(19
)Postretirement benefit plans:Change in pension and other benefits, net of tax benefit of $31
    included in AOCI


















(53
)






(53
)Noncontrolling interests cash dividends






















(6
)


(6
)Balance as of March 31, 2009


77,459,658







3,497



(1,930
)


(148
)


90



1,509Fiscal 2010 Activity:Net income attributable to our common shareholder














405











405Net income attributable to noncontrolling interests






















60



60Currency translation adjustment, net of tax of $ in
    AOCI


















54



21



75Change in fair value of effective portion of hedges, net of tax
    benefit of $5 included in AOCI


















(8
)






(8
)Postretirement benefit plans:Change in pension and other benefits, net of tax provision of
    $10 included in AOCI


















(1
)






(1
)Noncontrolling interests cash dividends






















(30
)


(30
)Balance as of March 31, 2010


77,459,658


$



$
3,497


$
(1,525
)

$
(103
)

$
141


$
2,010    74




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (In
    millions)
  May 16,



April 1,Year


Year


2007



2007Ended


Ended


Through



ThroughMarch 31,


March 31,


March 31,



May 15,2010


2009


2008



2007Successor


Successor


Successor



PredecessorNet income (loss) attributable to our common shareholder

$
405


$
(1,910
)

$
(20
)


$
(97
)Other comprehensive income (loss):Currency translation adjustment


54



(122
)


59




31Change in fair value of effective portion of hedges, net


(13
)


(30
)







(1
)Postretirement benefit plans:Change in pension and other benefits


9



(84
)


(17
)



Amortization of net actuarial loss















(1
)Other comprehensive income (loss) before income tax effect


50



(236
)


42




29Income tax provision (benefit) related to items of other
    comprehensive income (loss)


5



(42
)


(4
)



(4
)Other comprehensive income (loss), net of tax


45



(194
)


46




33Comprehensive income (loss) attributable to our common
    shareholder


450



(2,104
)


26




(64
)Net income (loss) attributable to noncontrolling interests


60



(12
)


4




(1
)Other comprehensive income (loss):Currency translation adjustment


21



(41
)


(6
)



1Other comprehensive income (loss), net of tax


21



(41
)


(6
)



1Comprehensive income (loss) attributable to noncontrolling
    interests


81



(53
)


(2
)



Comprehensive income (loss)

$
531


$
(2,157
)

$
24



$
(64
)    75




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  1.
    BUSINESS
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    Organization
    and Description of Business
      Acquisition
    of Novelis Common Stock and Predecessor and Successor
    Reporting
      Consolidation
    Policy
     76




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of
    Estimates and Assumptions
    Risks
    and Uncertainties
    Laws
    and regulations
       77




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Materials
    and labor
   78




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Geographic
    markets
    Other
    risks and uncertainties
    Reclassifications
    and adjustments
    Forms 10-Q Forms 10-K
 79




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Revenue
    recognition
          Cost
    of goods sold (exclusive of depreciation and
    amortization)
   80




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selling,
    general and administrative expenses
    Cash
    and cash equivalents
      Accounts
    receivable
        Derivative
    Instruments
  Derivatives and Hedging.
   81




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories
    Property,
    plant and equipment
      YearsBuildings


30 to 40Leasehold improvements


7 to 20Machinery and equipment


2 to 25Furniture, fixtures and equipment


3 to 10Equipment under capital lease obligations


6 to 15   15-25 years.
      Leases.
  Goodwill
  Intangibles  Goodwill and Other
 82




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Long-Lived
    Assets and Other Intangible Assets
    Property, Plant and
    Equipment,
      Investment
    in and Advances to Non-Consolidated Affiliates
  other-than-temporary
 83




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Guarantees
  Guarantees
  Financing
    Costs and Interest Income
    Fair
    Value of Financial Instruments
  Fair Value Measurements and Disclosures Financial
    Instruments
    Pensions
    and Postretirement Benefits
  Compensation 
    Retirement Benefits
   84




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Noncontrolling
    Interests in Consolidated Affiliates
  Consolidations 10-65-1, Transition Related to FASB Statement No. 160,
    Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51, and
    No. 164,
    Not-for-Profit
    Entities: Mergers and Acquisitions
      Environmental
    Liabilities
    clean-up
 85




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation
    Reserves
  Contingencies ,
  Income
    Taxes
  Income Taxes
  Share-Based
    Compensation
  Compensation Stock Compensation
      Foreign
    Currency Translation
  Foreign Currency Matters
   86




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Research
    and Development
    Restructuring
    Activities
  Exit or Disposal Cost Obligations
  Customer
    Directed Derivatives
    Recently
    Adopted Accounting Standards
      No. 2010-06, Improving Disclosures about Fair Value Measurements 2010-06). 2010-06 Fair Value Measurements
  Compensation  Retirement Benefits
 87




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Consolidation
  Recently
    Issued Accounting Standards
    No. 2009-17, Consolidations: Improvements to Financial Reporting by
    Enterprises Involved with Variable Interest Entities No. 2009-17 No. 2009-16, Transfers and Servicing: Accounting for Transfers of
    Financial Assets No. 2009-17
   88




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    RESTRUCTURING
    PROGRAMS    North





South





RestructuringEurope


America


Asia


America


Corporate


ReservesPredecessorBalance as of March 31, 2007

$
36


$



$



$



$



$
36April 1, 2007 to May 15, 2007 Activity:Provisions, net


1



















1Cash payments


(1
)


















(1
)Adjustments  other


1



















1Balance as of May 15, 2007


37



















37SuccessorMay 16, 2007 to March 31, 2008 Activity:Provisions, net


2



4















6Cash payments


(20
)


















(20
)Adjustments  other


1



















1Balance as of March 31, 2008


20



4















24Fiscal 2009 Activity:Provisions, net


53



16



1



2



1



73Cash payments


(8
)


(5
)


(1
)










(14
)Adjustments  other


(4
)


1















(3
)Balance as of March 31, 2009


61



16







2



1



80Fiscal 2010 Activity:Provisions, net


8



5







(1
)






12Cash payments


(46
)


(11
)






(2
)


(1
)


(60
)Adjustments  other


5











1







6Balance as of March 31, 2010

$
28


$
10


$



$



$



$
38   Europe
   89




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##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedMarch 31,2010


2009Successor


SuccessorSeverance related costs

$
(2
)

$
20Environmental remediation expense


1



20Fixed asset impairments(A)






12Write-down of parts, supplies and scrap(A)


2



8Reduction of reserve associated with unfavorable contract(A)






(3
)Other exit costs


2



3$
3


$
60     (A)
    
    These non-cash items are not included in the restructuring
    provision table above but have been reflected as reductions to
    the respective balance sheet accounts.        North
    America
       90




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    South
    America
      Asia
    3.
    ACCOUNTS
    RECEIVABLE    March 31,2010


2009Successor


SuccessorTrade accounts receivable

$
1,080


$
1,002Other accounts receivable


67



49Accounts receivable  third parties


1,147



1,051Allowance for doubtful accounts  third parties


(4
)


(2
)1,143



1,049Other accounts receivable  related parties


24



25Accounts receivable, net

$
1,167


$
1,074   Allowance
    for Doubtful Accounts
   91




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at

Additions

AccountsBeginning

Charged to

Recovered/

Foreign Exchange

Balance atof Period

Expense

(Written-Off)

and Other

End of PeriodPredecessorApril 1, 2007 Through
    May 15, 2007

$
29


$



$
(2
)

$
1


$
28SuccessorMay 16, 2007 Through
    March 31, 2008

$



$
1


$



$



$
1Year Ended March 31, 2009

$
1


$
2


$
(1
)

$



$
2Year Ended March 31, 2010

$
2


$
2


$
(1
)

$
1


$
4   Forfaiting
    and Factoring of Trade Receivables
  Novelis Korea Ltd.
    Summary
    Disclosures of Financial Amounts
    May 16, 2007


April 1, 2007Year Ended

Year Ended

Through


ThroughMarch 31, 2010

March 31, 2009

March 31, 2008


May 15, 2007Successor

Successor

Successor


PredecessorReceivables forfaited

$
423


$
570


$
507



$
51Receivables factored

$
149


$
70


$
75



$
Forfaiting expense

$
2


$
5


$
6



$
1Factoring expense

$
1


$
1


$
1



$
   March 31,2010

2009Successor

SuccessorForfaited receivables outstanding

$
83


$
71Factored receivables outstanding

$
34


$
  92




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    INVENTORIES    March 31,2010


2009Successor


SuccessorFinished goods

$
270


$
215Work in process


431



296Raw materials


295



207Supplies


93



791,089



797Allowances


(6
)


(4
)Inventories

$
1,083


$
793   5.
    PROPERTY,
    PLANT AND EQUIPMENT    March 31,2010


2009Successor


SuccessorLand and property rights

$
227


$
213Buildings


781



760Machinery and equipment


2,649



2,4593,657



3,432Accumulated depreciation and amortization


(1,075
)


(724
)2,582



2,708Construction in progress


53



72Property, plant and equipment, net

$
2,635


$
2,780       Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



Through2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorDepreciation expense related to property, plant and equipment

$
337


$
398


$
338



$
28   Asset
    impairments
     93




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Leases
  15-year
    Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



Through2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorRent expense

$
24


$
25


$
27



$
3     Operating


Capital LeaseYear Ending March 31,

Leases


Obligations2011

$
21


$
82012


17



72013


15



72014


13



72015


12



6Thereafter


24



30Total minimum lease payments

$
102



65Less: interest portion on capital lease






(19
)Principal obligation on capital leases





$
46       March 31,2010


2009Successor


SuccessorAssets under capital lease obligations:Buildings

$
10


$
9Machinery and equipment


67



6377



72Accumulated amortization


(29
)


(19
)$
48


$
53   Sale
    of assets
   94




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset
    Retirement Obligations
    Balance atBeginning








Balance atof Period


Accretion


Other


End of PeriodPredecessorApril 1, 2007 Through May 15, 2007

$
14


$



$



$
14SuccessorMay 16, 2007 Through March 31, 2008

$
14


$
2


$



$
16Year Ended March 31, 2009

$
16


$
1


$
(1
)

$
16Year Ended March 31, 2010

$
16


$
1


$



$
17   6.
    GOODWILL
    AND INTANGIBLE ASSETS    March 31, 2010 SuccessorGross








NetCarrying





Accumulated


CarryingAmount(A)


Adjustments(B)


Impairment


ValueNorth America

$
1,148


$



$
(860
)

$
288Europe


511







(330
)


181South America


263



29



(150
)


142$
1,922


$
29


$
(1,340
)

$
611   March 31, 2009 SuccessorGross








NetCarrying





Accumulated


CarryingAmount(A)


Adjustments(C)


Impairment


ValueNorth America

$
1,149


$
(1
)

$
(860
)

$
288Europe


518



(7
)


(330
)


181South America


263







(150
)


113$
1,930


$
(8
)

$
(1,340
)

$
582     (A)
    
    Represents goodwill balance, net of prior period accumulated
    adjustments and excluding accumulated impairments.(B)
    
    See Note 1  Business and Summary of Significant
    Accounting Policies, Reclassifications and Adjustments.(C)
    
    For the year ended March 31, 2009, non-impairment
    adjustments include: (1) an adjustment in North America for
    final payment related to the transfer of pension plans in Canada
    for employees who elected to transfer their past service to
    Novelis and (2) adjustments in Europe related to tax audits. 95




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     March 31, 2010 Successor


March 31, 2009 SuccessorWeighted


Gross





Net


Gross





NetAverage


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingLife


Amount


Amortization


Amount


Amount


Amortization


AmountTradenames


20 years


$
140


$
(20
)

$
120


$
140


$
(13
)

$
127Technology and software


13 years



202



(56
)


146



201



(38
)


163Customer-related intangible assets


20 years



464



(67
)


397



459



(43
)


416Favorable energy supply contract


9.5 years



124



(42
)


82



124



(28
)


96Other favorable contracts


3.3 years



15



(14
)


1



13



(9
)


416.9 years


$
945


$
(199
)

$
746


$
937


$
(131
)

$
806       Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



Through2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorTotal Amortization expense related to intangible assets

$
65


$
59


$
56



$
Less: Amortization expense related to intangible assets included
    in Cost of goods sold (exclusive of depreciation and
    amortization)(A)


18



18



19




Amortization expense related to intangible assets included in
    Depreciation and amortization

$
47


$
41


$
37



$
     (A)
    
    Relates to amortization of favorable energy and other supply
    contracts.    Fiscal Year Ending March 31,2011

$
602012


592013


582014


582015


58   7.
    CONSOLIDATION
    OF VARIABLE INTEREST ENTITIES  Consolidation,
 96




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Logan
    Organization and Operations
      Primary
    Beneficiary
      Carrying
    Value
    March 31,2010


2009Successor


SuccessorCurrent assets

$
64


$
64Total assets

$
130


$
124Current liabilities

$
(35
)

$
(35
)Total liabilities

$
(135
)

$
(135
)Net carrying value

$
(5
)

$
(11
)  97




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    INVESTMENT
    IN AND ADVANCES TO NON-CONSOLIDATED AFFILIATES AND RELATED PARTY
    TRANSACTIONS    OwnershipAffiliate Name

Ownership Structure

PercentageAluminium Norf GmbH

Corporation


50
%Consorcio Candonga

Unincorporated Joint Venture


50
%MiniMRF LLC

Limited Liability Company


50
%     March 31,2010


2009Successor


SuccessorAssets:Current assets

$
82


$
79Non-current assets


856



802Total assets

$
938


$
881Liabilities:Current liabilities

$
61


$
64Non-current liabilities


168



98Total liabilities


229



162Equity:Novelis


709



719Total liabilities and equity

$
938


$
881  98




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  step-up
  Year


Year


May 16, 2007



April 1, 2007Ended


Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNet sales

$
242


$
277


$
282



$
23Costs, expenses and provision for taxes on income


257



289



257




22Impairment charge






160








Net income (loss)

$
(15
)

$
(172
)

$
25



$
1     Year


Year


May 16, 2007



April 1, 2007Ended


Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorPurchases of tolling services, electricity and inventoriesAluminium Norf GmbH(A)

$
241


$
257


$
253



$
21Consorcio Candonga(B)


1



18



24




1Total purchases from related parties

$
242


$
275


$
277



$
22Interest incomeAluminium Norf GmbH(C)

$



$



$
1



$
     (A)
    
    We purchase tolling services (the conversion of customer-owned
    metal) from Aluminium Norf GmbH.(B)
    
    We obtain electricity from Consorcio Candonga for our operations
    in South America.(C)
    
    We earn interest income on a loan due from Aluminium Norf GmbH.    March 31,2010


2009Successor


SuccessorAccounts receivable(A)

$
24


$
25Other long-term receivables(A)

$
21


$
23Accounts payable(B)

$
53


$
48     (A)
    
    The balances represent current and non-current portions of a
    loan due from Aluminium Norf GmbH.(B)
    
    We purchase tolling services from Aluminium Norf GmbH and
    electricity from Consorcio Candonga. 99




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    ACCRUED
    EXPENSES AND OTHER CURRENT LIABILITIES    March 31,2010


2009Successor


SuccessorAccrued compensation and benefits

$
165


$
122Accrued interest payable


15



12Accrued income taxes


25



33Current portion of fair value of can ceiling contracts






152Other current liabilities


231



197Accrued expenses and other current liabilities

$
436


$
516   10.
    DEBT    March 31, 2010


March 31, 2009Unamortized








UnamortizedInterest





Fair Value


Carrying





Fair Value


CarryingRates(A)


Principal


Adjustments(B)


Value


Principal


Adjustments(B)


ValueSuccessor








SuccessorThird party debt:Short term borrowings


1.71
%

$
75


$



$
75


$
264


$



$
264Novelis Inc.Floating rate Term Loan Facility, due July 2014


2.25
%(C)


292







292



295







29511.5% Senior Notes, due February 2015


11.50
%


185



(3
)


182











7.25% Senior Notes, due February 2015


7.25
%


1,124



41



1,165



1,124



47



1,171Novelis CorporationFloating rate Term Loan Facility, due July 2014


2.27
%(C)


859



(46
)


813



867



(54
)


813Novelis Switzerland S.A.Capital lease obligation, due December 2019 (Swiss francs (CHF)
    50 million)


7.50
%


45



(3
)


42



45



(3
)


42Capital lease obligation, due August 2011 (CHF
    2 million)


2.49
%


1







1



2







2Novelis Korea LimitedBank loan, due October 2010


1.25
%(C)


100







100



100







100Bank loan, due February 2010 (Korean won (KRW) 50 billion)


4.14
%














37







37Bank loan, due May 2009 (KRW 10 billion)


7.47
%














7







7OtherOther debt, due December 2011 through December 2012


1.00
%


1







1



1







1Total debt  third parties






2,682



(11
)


2,671



2,742



(10
)


2,732Less: Short term borrowings






(75
)






(75
)


(264
)






(264
)Current portion of long term debt






(116
)


10



(106
)


(59
)


8



(51
)Long-term debt, net of current portion  third
    parties:





$
2,491


$
(1
)

$
2,490


$
2,419


$
(2
)

$
2,417Related party debt:Novelis Inc.Unsecured credit facility  related party, due January
    2015


13.00
%

$



$



$



$
91


$



$
91     (A)
    
    Interest rates are as of March 31, 2010 and exclude the
    effects of accretion/amortization of fair value adjustments as a
    result of the Arrangement and the debt exchange completed in
    fiscal 2009.(B)
    
    Debt existing at the time of the Arrangement was recorded at
    fair value. Additional floating rate Term Loan with a face value
    of $220 million issued in March 2009 was recorded at a fair
    value of $165 million. Additional 11.5% Senior Notes
    with a face value of $185 million issued in August 2009
    were recorded at fair value of $181 million (see
    11.5% Senior Notes below).(C)
    
    Excludes the effect of related interest rate swaps and the
    effect of accretion of fair value. 100




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ending March 31,

Amount2011

$
1912012


162013


162014


162015


2,417Thereafter


26Total

$
2,682   Senior
    Secured Credit Facilities
    11.5% Senior
    Notes
      
    all of our existing and future Canadian and U.S. restricted
    subsidiaries,
    certain of our existing foreign restricted subsidiaries and
    our other restricted subsidiaries that guarantee debt in the
    future under any credit facilities, provided that the borrower
    of such debt is our company or a Canadian or a
    U.S. subsidiary.    7.25% Senior
    Notes
   101




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Short-Term
    Borrowings and Lines of Credit
      Interest
    Rate Swaps
        Korean
    Bank Loans
   102




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Capital
    Lease Obligations
      11.
    SHARE-BASED
    COMPENSATION  Share-Based
    Compensation Expense
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorActive Plans:Novelis Long-Term Incentive Plan 2009

$
5.4


$



$




$
Novelis Long-Term Incentive Plan 2010


3.4












Recognition Awards(A)










2.3




1.5$
8.8


$



$
2.3



$
1.5     (A)
    
    One-half of the outstanding Recognition Awards vested on
    December 31, 2007. The remaining outstanding Recognition
    Awards vested on December 31, 2008.  103




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  April 1, 2007ThroughMay 15, 2007PredecessorInactive Plans(A):Novelis 2006 Incentive Plan (stock options)

$
14.5Novelis 2006 Incentive Plan (stock appreciation rights)


5.6Novelis Conversion Plan of 2005


23.8Stock Price Appreciation Unit Plan


(0.5
)Deferred Share Unit Plan for Non-Executive Directors


0.2Novelis Founders Performance Awards


0.1Total Shareholder Returns Performance Plan


Inactive Plants  Total Share-Based Compensation
    Expense

$
43.7     (A)
    
    As a result of the Arrangement, all of our share-based
    compensation awards that were active as of May 15, 2007
    (except for our Recognition Awards) were accelerated to vest,
    cancelled and settled in cash.  Active
    Plans
  Novelis
    Long-Term Incentive Plan
     104




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted


Weighted Average


AggregateAverage


Remaining


IntrinsicNumber of


Exercise Price


Contractual Term


Value (USD in2010 LTIP

SARs


(in Indian Rupees)


(in years)


millions)SARs outstanding as of March 31, 2009














Granted


14,169,492
(A)


87.61Exercised






Forfeited/Cancelled


(489,061
)


85.79Expired






SARs outstanding as of March 31, 2010


13,680,431



87.68



6.24


$
29   Weighted


Weighted Average


AggregateAverage


Remaining


IntrinsicNumber of


Exercise Price


Contractual Term


Value (USD in2009 LTIP

SARs


(in Indian Rupees)


(in years)


millions)SARs outstanding as of March 31, 2009


20,606,906
(A)


60.50



6.22



(B
)Granted






Exercised






Forfeited/Cancelled


(9,235,507
)


60.50Expired






SARs outstanding as of March 31, 2010


11,371,399



60.50



5.25


$
21     (A)
    
    Represents total SARs approved by the Board of Directors for
    grant. As noted above, due to the performance criterion based on
    a future earnings target, the amount deemed granted for
    accounting purposes is limited to the individual tranches
    subject to an established earnings target, which includes the
    current and prior fiscal years.(B)
    
    The aggregate intrinsic value is zero as the market value of a
    share of Hindalco stock was less than the SAR exercise price.    2010 LTIP

2009 LTIPExpected volatility

53.50 - 59.10%

45.17 - 60.80%Weighted average volatility

56.13%

54.78%Dividend yield

0.74%

0.74%Risk-free interest rate

6.86 - 7.44%

4.67 - 6.72%Expected life

3.24 - 4.74 years

0.63 - 3.00 years    105




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Recognition
    Awards
      Inactive
    Plans
    Novelis
    2006 Incentive Plan
    2006
    Stock Options
   106




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (Predecessor)
  Expected volatility

42.20 to 46.40%Weighted average volatility

44.30%Dividend yield

0.16%Risk-free interest rate

4.68 to 4.71%Expected life

1.00 to 4.75 years     Stock
    Appreciation Rights
      Three Months Ended

Year EndedMarch 31, 2007

December 31, 2006Predecessor

PredecessorExpected volatility

40.70 to 44.70%

40.80 to 45.40%Weighted average volatility

42.70%

43.10%Dividend yield

None

0.14%Risk-free interest rate

4.51 to 4.59%

4.67 to 4.71%Expected life

0.57 to 4.32 years

0.83 to 4.57 years     Novelis
    Conversion Plan of 2005
      Expected volatility

30.30%Weighted-average volatility

30.30%Dividend yield

1.56%Risk-free interest rate

2.88 to 3.73%Expected life

0.70 to 5.70 years    107




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    POSTRETIREMENT
    BENEFIT PLANS      Employer
    Contributions to Plans
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorFunded pension plans

$
50


$
29


$
35



$
4Unfunded pension plans


11



16



19




2Savings and defined contribution pension plans


16



16



13




2Total contributions

$
77


$
61


$
67



$
8     Investment
    Policy and Asset Allocation
     108




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Allocation inAggregate as ofTarget


March 31,Asset Category

Allocation Ranges


2010


2009Successor


SuccessorEquity securities


35 - 60
%


51
%


46
%Debt securities


35 - 55
%


40
%


46
%Real estate


0 - 25
%


4
%


4
%Other


0 - 15
%


5
%


4
%   Benefit
    Obligations, Fair Value of Plan Assets, Funded Status and
    Amounts Recognized in Financial Statements
    Pension BenefitsMay 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorBenefit obligation at beginning of period

$
945


$
991


$
867



$
885Service cost


35



38



40




6Interest cost


61



57



43




6Members contributions


5



9



5




Benefits paid


(40
)


(39
)


(39
)



(4
)Amendments


1







(9
)



Transfers/mergers


4



48



95




Curtailments/termination benefits


1



(2
)







Actuarial (gains) losses


107



(33
)


(52
)



(32
)Currency (gains) losses


35



(124
)


41




6Benefit obligation at end of period

$
1,154


$
945


$
991



$
867Benefit obligation of funded plans

$
976


$
787


$
800



$
680Benefit obligation of unfunded plans


178



158



191




187Benefit obligation at end of period

$
1,154


$
945


$
991



$
867   109




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other BenefitsMay 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorBenefit obligation at beginning of period

$
162


$
171


$
140



$
141Service cost


6



7



4




1Interest cost


10



10



7




1Benefits paid


(7
)


(7
)


(6
)



(1
)Transfers/mergers















(1
)Curtailments/termination benefits






(3
)







Actuarial (gains) losses


(6
)


(14
)


25




(2
)Currency (gains) losses


2



(2
)


1




1Benefit obligation at end of period

$
167


$
162


$
171




140Benefit obligation of funded plans

$



$



$




$
Benefit obligation of unfunded plans


167



162



171




140Benefit obligation at end of period

$
167


$
162


$
171



$
140   Pension BenefitsMay 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorChange in fair value of plan assetsFair value of plan assets at beginning of period

$
598


$
724


$
607



$
578Actual return on plan assets


147



(102
)


(14
)



16Members contributions


5



9



5




Benefits paid


(40
)


(39
)


(39
)



(2
)Company contributions


62



45



54




12Transfers/mergers


4



49



94




Currency gains (losses)


29



(88
)


17




3Fair value of plan assets at end of period

$
805


$
598


$
724



$
607   110




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,2010


2009Pension


Other


Pension


OtherBenefits


Benefits


Benefits


BenefitsSuccessor


SuccessorFunded statusFunded Status at end of period:Assets less the benefit obligation of funded plans

$
(171
)

$



$
(189
)

$
Benefit obligation of unfunded plans


(178
)


(167
)


(158
)


(162
)$
(349
)

$
(167
)

$
(347
)

$
(162
)As included on consolidated balance sheetAccrued expenses and other current liabilities


(12
)


(7
)


(12
)


(7
)Accrued postretirement benefits


(337
)


(160
)


(335
)


(155
)$
(349
)

$
(167
)

$
(347
)

$
(162
)     March 31,2010


2009Pension


Other


Pension


OtherBenefits


Benefits


Benefits


BenefitsSuccessor


SuccessorNet actuarial loss

$
111


$
1


$
118


$
9Prior service cost (credit)


(6
)






(7
)


Total postretirement amounts recognized in Accumulated other
    comprehensive loss (income)

$
105


$
1


$
111


$
9     Accumulated
    Benefit Obligation in Excess of Plan Assets
    March 31,2010



2009Successor



SuccessorProjected benefit obligation

$
940



$
887Accumulated benefit obligation

$
847



$
784Fair value of plan assets

$
615



$
549  111




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Future
    Benefit Payments
    Pension Benefits


Other Benefits2011

$
37


$
72012


43



82013


47



92014


52



92015


58



102016 through 2019


368



66Total

$
605


$
109   Components
    of Net Periodic Benefit Cost
    Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



ThroughPension Benefits

2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNet periodic benefit costService cost

$
35


$
38


$
40



$
6Interest cost


61



57



43




6Expected return on assets


(43
)


(50
)


(41
)



(5
)Amortization actuarial losses


12












 prior service cost


(1
)


(1
)







Curtailment/settlement losses


1



(1
)







Net periodic benefit cost


65



43



42




7Proportionate share of non-consolidated affiliates
    deferred pension costs, net of tax


1



4



4




Total net periodic benefit costs recognized

$
66


$
47


$
46



$
7   Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



ThroughOther Benefits

2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNet periodic benefit costService cost

$
6


$
7


$
4



$
1Interest cost


10



10



7




1Amortization actuarial losses


1



2








Curtailment/termination benefits






(3
)







Total net periodic benefit costs recognized

$
17


$
16


$
11



$
2  112




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Actuarial
    Assumptions and Sensitivity Analysis
    Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



ThroughPension Benefits

2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorWeighted average assumptions used to determine benefit
    obligationsDiscount rate


5.5
%


6.0
%


5.8
%



5.4
%Average compensation growth


3.6
%


3.6
%


3.4
%



3.8
%Weighted average assumptions used to determine net periodic
    benefit costDiscount rate


6.1
%


5.9
%


5.2
%



5.4
%Average compensation growth


3.4
%


3.6
%


3.7
%



3.8
%Expected return on plan assets


6.7
%


6.9
%


7.3
%



7.5
%   Year Ended


Year Ended


May 16, 2007



April 1, 2007March 31,


March 31,


Through



ThroughOther Benefits

2010


2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorWeighted average assumptions used to determine benefit
    obligationsDiscount rate


5.6
%


6.2
%


6.1
%



5.8
%Average compensation growth


3.9
%


3.9
%


3.9
%



3.9
%Weighted average assumptions used to determine net periodic
    benefit costDiscount rate


6.2
%


6.1
%


5.7
%



5.7
%Average compensation growth


4.0
%


3.9
%


3.9
%



3.9
%        113




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1% Increase


1% DecreaseSensitivity AnalysisEffect on service and interest costs

$
2


$
(2
)Effect on benefit obligation

$
14


$
(12
)     Fair
    Value of Plan Assets
    US
    Pension Plan Assets
  March 31, 2010Fair Value Measurements UsingLevel 1


Level 2


Level 3


TotalSuccessor:Large Cap Equity

$



$
127


$



$
127Small/Mid Cap Equity






35







35International Equity






77







77Fixed Income






166







166Total

$



$
405


$



$
405   Foreign
    Pension Plan Assets
  March 31, 2010Fair Value Measurements UsingLevel 1


Level 2


Level 3


TotalSuccessor:Equity

$
119


$
47


$



$
166Fixed Income


15



146







161Real Estate


3



27







30Cash


13











13Other


9



21







30Total

$
159


$
241


$



$
400  114




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    CURRENCY
    LOSSES (GAINS)    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNet (gain) loss on change in fair value of currency derivative
    instruments(A)

$
(72
)

$
(21
)

$
44



$
(10
)Net (gain) loss on remeasurement of monetary assets and
    liabilities(B)


(15
)


98



(2
)



4Net currency (gain) loss

$
(87
)

$
77


$
42



$
(6
)     (A)
    
    Included in (Gain) loss on change in fair value of derivative
    instruments, net.(B)
    
    Included in Other (income) expenses, net.    May 16, 2007Year Ended


Year Ended


ThroughMarch 31, 2010


March 31, 2009


March 31, 2008Successor


Successor


SuccessorCumulative currency translation adjustment  beginning
    of period

$
(78
)

$
85


$
32Effect of changes in exchange rates


75



(163
)


53Cumulative currency translation adjustment  end of
    period

$
(3
)

$
(78
)

$
85   14.
    FINANCIAL
    INSTRUMENTS AND COMMODITY CONTRACTS       115




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2010Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


Assets/(Liabilities)SuccessorDerivatives designated as hedging instruments:Currency exchange contracts

$



$



$



$
(21
)

$
(21
)Interest rate swaps










(6
)


(1
)


(7
)Electricity swap










(8
)


(27
)


(35
)Total derivatives designated as hedging instruments










(14
)


(49
)


(63
)Derivatives not designated as hedging instruments:Aluminum contracts


149



6



(80
)






75Currency exchange contracts


48



1



(10
)


(1
)


38Energy contracts










(6
)






(6
)Total derivatives not designated as hedging instruments


197



7



(96
)


(1
)


107Total derivative fair value

$
197


$
7


$
(110
)

$
(50
)

$
44   March 31, 2009Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


Assets/(Liabilities)SuccessorDerivatives designated as hedging instruments:Currency exchange contracts

$



$



$



$
(11
)

$
(11
)Interest rate swaps










(13
)






(13
)Electricity swap










(6
)


(12
)


(18
)Total derivatives designated as hedging instruments










(19
)


(23
)


(42
)Derivatives not designated as hedging instruments:Aluminum contracts


99



41



(532
)


(13
)


(405
)Currency exchange contracts


20



31



(77
)


(12
)


(38
)Energy contracts










(12
)






(12
)Total derivatives not designated as hedging instruments


119



72



(621
)


(25
)


(455
)Total derivative fair value

$
119


$
72


$
(640
)

$
(48
)

$
(497
)  116




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Investment Hedges
      May 16, 2007


April 1, 2007Year Ended

Year Ended

Through


ThroughMarch 31, 2010

March 31, 2009

March 31, 2008


May 15, 2007Successor

Successor

Successor


PredecessorCurrency exchange contracts

$
(11
)

$
169


$
(82
)


$
(8
)   Cash Flow
    Hedges
         117




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gain or (Loss)Recognized in IncomeGain (Loss)


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)Year Ended


Year Ended


Year EndedMarch 31, 2010


March 31, 2010


March 31, 2010Successor


Successor


SuccessorEnergy contracts

$
(13
)

$
5


$
1Interest rate swaps

$
5


$



$
   Gain or (Loss)Recognized in IncomeGain (Loss)


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)Year Ended


Year Ended


Year EndedMarch 31, 2009


March 31, 2009


March 31, 2009Successor


Successor


SuccessorEnergy contracts

$
(20
)

$
13


$
Interest rate swaps

$
3


$



$
   Gain (Loss)Recognized in IncomeGain (Loss)


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007Through



Through


Through



Through


Through



ThroughMarch 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007Successor



Predecessor


Successor



Predecessor


Successor



PredecessorCurrency exchange contracts

$




$
4


$




$
1


$




$
Energy contracts

$
23



$
4


$
8



$



$




$
Interest rate swaps

$
(15
)


$



$




$



$
(1
)


$
   Derivative
    Instruments Not Designated as Hedges
       118




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorDerivative Instruments Not Designated as HedgesAluminum contracts

$
123


$
(561
)

$
44



$
7Currency exchange contracts


72



21



(44
)



10Energy contracts


(7
)


(29
)


12




3Gain (loss) recognized


188



(569
)


12




20Derivative Instruments Designated as Cash Flow HedgesInterest rate swaps










(1
)



Electricity swap


6



13



11




Gain (loss) on change in fair value of derivative instruments,
    net

$
194


$
(556
)

$
22



$
20   15.
    FAIR
    VALUE OF ASSETS AND LIABILITIES   119




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1
  Level 2
  Level 3
    Derivative
    Contracts
              March 31,2010


2009Assets


Liabilities


Assets


LiabilitiesSuccessor


Successor


Successor


SuccessorLevel 2Aluminum contracts

$
151


$
(76
)

$
140


$
(545
)Currency exchange contracts


49



(32
)


51



(74
)Electricity swap














Energy contracts






(6
)






(12
)Interest rate swaps






(7
)






(13
)Total Level 2 Instruments


200



(121
)


191



(644
) 120




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,2010


2009Assets


Liabilities


Assets


LiabilitiesSuccessor


Successor


Successor


SuccessorLevel 3Aluminum contracts


4



(4
)






Currency exchange contracts














(26
)Electricity swap






(35
)






(18
)Total Level 3 Instruments


4



(39
)






(44
)Total

$
204


$
(160
)

$
191


$
(688
)       Level 3DerivativeInstruments(A)Successor:Balance as of April 1, 2008

$
11Net realized/unrealized (losses) included in earnings(B)


(10
)Net realized/unrealized (losses) included in Other comprehensive
    income (loss)(C)


(33
)Net purchases, issuances and settlements


(13
)Net transfers from Level 3 to Level 2


1Balance as of March 31, 2009


(44
)Net realized/unrealized (losses) included in earnings(B)


5Net realized/unrealized (losses) included in Other comprehensive
    income (loss)(C)


(17
)Net purchases, issuances and settlements


(5
)Net transfers from Level 3 to Level 2


26Balance as of March 31, 2010

$
(35
)     (A)
    
    Represents derivative assets net of derivative liabilities.(B)
    
    Included in (Gain) loss on change in fair value of derivative
    instruments, net.(C)
    
    Included in Change in fair value of effective portion of hedges,
    net. 121




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Financial
    Instruments Not Recorded at Fair Value
    March 31,2010


2009Carrying


Fair


Carrying


FairValue


Value


Value


ValueSuccessor


Successor


Successor


SuccessorAssetsLong-term receivables from related parties

$
21


$
21


$
23


$
23LiabilitiesTotal debt  third parties (excluding short term
    borrowings)


2,596



2,432



2,468



1,400Total debt  related party










91



93   16.
    OTHER
    (INCOME) EXPENSES, NET    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorExchange (gains) losses, net

$
(15
)

$
98


$
(2
)


$
4Gain on reversal of accrued legal claims(A)


(3
)


(26
)







(Gain) loss on Brazilian tax settlement


(6
)


9








Loss on disposals of property, plant and equipment, net


1












Sale transaction fees















32Other, net


(2
)


5



(4
)



(1
)Other (income) expenses, net

$
(25
)

$
86


$
(6
)


$
35     (A)
    
    We recognized a $26 million gain on the reversal of a
    previously recorded legal accrual upon settlement during the
    year ended March 31, 2009.  17.
    INCOME
    TAXES    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorDomestic (Canada)

$
(38
)

$
(15
)

$
(102
)


$
(45
)Foreign (all other countries)


780



(1,981
)


134




(50
)Pre-tax income (loss) before equity in net (income) loss of
    non-consolidated affiliates

$
742


$
(1,996
)

$
32



$
(95
)  122




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorCurrent provision (benefit):Domestic (Canada)

$
(24
)

$
7


$
7



$
Foreign (all other countries)


58



78



71




21Total current


34



85



78




21Deferred provision (benefit):Domestic (Canada)















4Foreign (all other countries)


228



(331
)


(5
)



(21
)Total deferred


228



(331
)


(5
)



(17
)Income tax provision (benefit)

$
262


$
(246
)

$
73



$
4     May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorPre-tax income (loss) before equity in net (income) loss on
    non-consolidated affiliates

$
742


$
(1,996
)

$
32



$
(95
)Canadian Statutory tax rate


30
%


31
%


32
%



33
%Provision (benefit) at the Canadian statutory rate

$
223


$
(619
)

$
10



$
(31
)Increase (decrease) for taxes on income (loss) resulting from:Non-deductible goodwill impairment






415








Exchange translation items


19



(4
)


39




23Exchange remeasurement of deferred income taxes


38



(48
)


27




3Change in valuation allowances


(3
)


61



(6
)



13Tax credits and other allowances


(4
)


(8
)


(1
)



Expense (income) items not subject to tax


1



3



5




(9
)Enacted tax rate changes


7



(7
)


(17
)



Tax rate differences on foreign earnings


(9
)


(33
)


2




2Uncertain tax positions


(10
)


2



17




Other, net






(8
)


(3
)



3Income tax provision (benefit)

$
262


$
(246
)

$
73



$
4Effective tax rate


35
%


12
%


228
%



(4
)%    123




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Taxes
      Deferred
    Income Taxes
      March 31,2010


2009Successor


SuccessorDeferred income tax assets:Provisions not currently deductible for tax purposes

$
221


$
363Tax losses/benefit carryforwards, net


404



390Depreciation and Amortization


86



85Other assets


21



45Total deferred income tax assets


732



883Less: valuation allowance


(223
)


(228
)Net deferred income tax assets

$
509


$
655Deferred income tax liabilities:Depreciation and amortization

$
824


$
774Inventory valuation reserves


97



55Other liabilities


102



75Total deferred income tax liabilities

$
1,023


$
904Total deferred income tax liabilities

$
1,023


$
904Less: Net deferred income tax assets


509



655Net deferred income tax liabilities

$
514


$
249  124




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Tax
    Uncertainties
       125




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorBeginning balance

$
51


$
61


$
47



$
46Additions based on tax positions related to the current period


4



1



2




Additions based on tax positions of prior years


7



3



7




Reductions based on tax positions of prior years






(3
)







Settlements


(1
)


(4
)







Statute Lapses


(23
)


(1
)







Foreign Exchange


1



(6
)


5




1Ending Balance

$
39


$
51


$
61



$
47   Income
    Taxes Payable
    18.
    COMMITMENTS
    AND CONTINGENCIES   126




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
  Coca-Cola
    Lawsuit. Coca-Cola Coca-Cola Coca-Cola
  Environmental
    Matters
       127




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    clean-up
  Brazil
    Tax Matters
      Guarantees
    of Indebtedness
     128




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Maximum

LiabilityPotential

CarryingType of Entity

Future Payment

ValueWholly-owned subsidiaries

$
121


$
35Aluminium Norf GmbH


14



     19.
    SEGMENT,
    GEOGRAPHICAL AREA, MAJOR CUSTOMER AND MAJOR SUPPLIER
    INFORMATION  Segment
    Information
      
    North America.  Headquartered in Cleveland,
    Ohio, this segment manufactures aluminum sheet and light gauge
    products and operates 11 plants, including two fully dedicated
    recycling facilities, in two countries.
    Europe.  Headquartered in Zurich, Switzerland,
    this segment manufactures aluminum sheet and light gauge
    products and operates 13 plants, including one recycling
    facility, in six countries.
    Asia.  Headquartered in Seoul, South Korea,
    this segment manufactures aluminum sheet and light gauge
    products and operates three plants in two countries.
    South America.  Headquartered in Sao Paulo,
    Brazil, this segment comprises bauxite mining, alumina refining,
    smelting operations, power generation, carbon products, aluminum
    sheet and light gauge products and operates four plants in
    Brazil.       129




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Adjustment to eliminate proportional
    consolidation.
    Selected
    Segment Financial Information
  Selected Operating Results

North








South


CorporateYear Ended March 31, 2010

America


Europe


Asia


America


and Other


Eliminations


Total(Successor)Net sales

$
3,292


$
2,975


$
1,501


$
948


$



$
(43
)

$
8,673Write-off and amortization of fair value adjustments


128



(1
)










7







134Depreciation and amortization


162



153



48



64



5



(48
)


384Income tax provision (benefit)


116



73



31



69



(22
)


(5
)


262Capital expenditures


38



48



15



18



2



(20
)


101Total assets as of March 31, 2010

$
2,726


$
2,870


$
965


$
1,344


$
49


$
(192
)

$
7,762   Selected Operating Results

North








South


CorporateYear Ended March 31, 2009

America


Europe


Asia


America


and Other


Eliminations


Total(Successor)Net sales

$
3,930


$
3,718


$
1,536


$
1,007


$



$
(14
)

$
10,177Write-off and amortization of fair value adjustments


218



7











8







233Depreciation and amortization


166



226



50



72



3



(78
)


439Income tax provision (benefit)


(156
)


(13
)


(8
)


(62
)


9



(16
)


(246
)Capital expenditures


42



76



20



25



2



(20
)


145Total assets as of March 31, 2009

$
2,973


$
2,750


$
732


$
1,296


$
50


$
(234
)

$
7,567   130




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selected Operating Results

North








South


CorporateMay 16, 2007 Through March 31, 2008

America


Europe


Asia


America


and Other


Eliminations


Total(Successor)Net sales

$
3,664


$
3,831


$
1,612


$
908


$



$
(50
)

$
9,965Write-off and amortization of fair value adjustments


242



(8
)


(11
)


(9
)


7







221Depreciation and amortization


140



176



52



62



1



(56
)


375Income tax provision (benefit)


23



(70
)


1



69



16



34



73Capital expenditures


42



98



28



28



3



(14
)


185Total assets as of March 31, 2008

$
3,957


$
4,355


$
1,080


$
1,485


$
59


$
(199
)

$
10,737     Selected Operating Results

North








South


CorporateApril 1, 2007 Through May 15, 2007

America


Europe


Asia


America


and Other


Eliminations


Total(Predecessor)Net sales

$
446


$
510


$
217


$
116


$



$
(8
)

$
1,281Depreciation and amortization


7



11



7



5



1



(3
)


28Income tax provision (benefit)


(19
)


10







14



(1
)






4Capital expenditures


4



8



4



3



1



(3
)


17  131




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNorth America

$
320


$
82


$
266



$
(24
)Europe


247



236



241




32Asia


166



86



46




6South America


111



139



143




18Corporate and other(A)


(90
)


(57
)


(46
)



(38
)Depreciation and amortization


(384
)


(439
)


(375
)



(28
)Interest expense and amortization of debt issuance costs


(175
)


(182
)


(191
)



(27
)Interest income


11



14



18




1Unrealized gains (losses) on change in fair value of derivative
    instruments, net(B)


578



(519
)


(8
)



5Impairment of goodwill






(1,340
)







Gain on extinguishment of debt






122








Restructuring charges, net


(14
)


(95
)


(6
)



(1
)Adjustment to eliminate proportional consolidation


(51
)


(226
)


(36
)



(7
)Other costs, net


8



11



5




(31
)Income (loss) before income taxes


727



(2,168
)


57




(94
)Income tax provision (benefit)


262



(246
)


73




4Net income (loss)


465



(1,922
)


(16
)



(98
)Net income (loss) attributable to noncontrolling interests


60



(12
)


4




(1
)Net income (loss) attributable to our common shareholder

$
405


$
(1,910
)

$
(20
)


$
(97
)     (A)
    
    Corporate and other includes functions that are managed directly
    from our corporate office, which focuses on strategy development
    and oversees governance, policy, legal compliance, human
    resources and finance matters. These expenses have not been
    allocated to the regions. It also includes realized gains
    (losses) on corporate derivative instruments.(B)
    
    Unrealized gains (losses) on change in fair value of derivative
    instruments, net represents the portion of gains (losses) that
    were not settled in cash during the period. Total realized and
    unrealized gains (losses) are shown in the table below and are
    included in the aggregate each period in (Gain) loss on change
    in fair value of derivative instruments, net on our consolidated
    statements of operations. 132




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorRealized gains (losses) included in Segment income

$
(385
)

$
(41
)

$
14



$
18Realized gains (losses) on corporate derivative instruments


1



4



16




(3
)Unrealized gains (losses)


578



(519
)


(8
)



5Gains (losses) on change in fair value of derivative
    instruments, net

$
194


$
(556
)

$
22



$
20   Geographical
    Area Information
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorNet sales:United States

$
3,134


$
3,685


$
3,419



$
427Asia and Other Pacific


1,481



1,536



1,602




216Brazil


947



1,006



880




109Canada


152



243



236




19Germany


2,041



2,439



2,508




212United Kingdom


165



347



445




79Other Europe


753



921



875




219Total Net sales

$
8,673


$
10,177


$
9,965



$
1,281   March 31,2010


2009Successor


SuccessorLong-lived assets:United States

$
1,736


$
1,902Asia and Other Pacific


421



384Brazil


767



768Canada


135



171Germany


384



415United Kingdom


52



51Other Europe


497



477Total long-lived assets

$
3,992


$
4,168  133




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Information
    about Major Customers and Primary Supplier
    May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorRexam


16
%


17
%


15
%



14
%Anheuser-Busch


11
%


7
%


7
%



9
%     May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorPurchases from Alcan as a percentage of total combined metal
    purchases in kt(A)(B)


38
%


37
%


35
%



34
%     (A)
    
    One kilotonne (kt) is 1,000 metric tonnes. One metric tonne is
    equivalent to 2,204.6 pounds.(B)
    
    We purchased approximately 50% of prime and sheet ingot and
    molten metal from Alcan for the year end March 31, 2010.  20.
    SUPPLEMENTAL
    INFORMATION    March 31,2010


2009Successor


SuccessorCurrency translation adjustment

$
(8
)

$
(62
)Fair value of effective portion of hedges


(27
)


(19
)Pension and other benefits


(68
)


(67
)AOCI

$
(103
)

$
(148
)   May 16, 2007



April 1, 2007Year Ended


Year Ended


Through



ThroughMarch 31, 2010


March 31, 2009


March 31, 2008



May 15, 2007Successor


Successor


Successor



PredecessorSupplemental disclosures of cash flow information:Interest paid

$
158


$
169


$
200



$
13Income taxes paid


50



65



64




9Dividends declared and paid















  134




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    May 16, 2007ThroughMarch 31, 2008SuccessorSupplemental schedule of non-cash investing and financing
    activities related to the Agreement:Property, plant and equipment

$
(1,344
)Goodwill


(1,625
)Intangible assets


(893
)Investment in and advances to non-consolidated affiliates


(776
)Debt


66   21.
    QUARTERLY
    RESULTS    (Unaudited)Quarter EndedJune 30,


September 30,


December 31,


March 31,2009


2009


2009


2010Successor


Successor


Successor


SuccessorNet sales

$
1,960


$
2,181


$
2,112


$
2,420Cost of goods sold (exclusive of depreciation and amortization
    shown below)


1,533



1,728



1,788



2,141Selling, general and administrative expenses


78



83



99



100Depreciation and amortization


100



92



93



99Research and development expenses


8



9



10



11Interest expense and amortization of debt issuance costs


43



44



44



44Interest income


(3
)


(3
)


(2
)


(3
)(Gain) loss on change in fair value of derivative instruments,
    net


(72
)


(80
)


(40
)


(2
)Restructuring charges, net


3



3



1



7Equity in net (income) loss of non-consolidated affiliates


10



10



(8
)


3Other (income) expenses, net


(13
)


(6
)


(2
)


(4
)Income tax provision (benefit)


112



87



48



15Net income


161



214



81



9Net income attributable to noncontrolling interests


18



19



13



10Net income attributable to our common shareholder

$
143


$
195


$
68


$
(1
)   135




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (Unaudited)Quarter EndedJune 30,


September 30,


December 31,


March 31,2008


2008


2008


2009Successor


Successor


Successor


SuccessorNet sales

$
3,103


$
2,959


$
2,176


$
1,939Cost of goods sold (exclusive of depreciation and amortization
    shown below)


2,831



2,791



2,023



1,606Selling, general and administrative expenses


84



89



73



73Depreciation and amortization


116



107



107



109Research and development expenses


12



10



11



8Interest expense and amortization of debt issuance costs


45



46



47



44Interest income


(5
)


(5
)


(3
)


(1
)(Gain) loss on change in fair value of derivative instruments,
    net


(65
)


185



396



40Impairment of goodwill










1,340



Gain on extinguishment of debt














(122
)Restructuring charges, net


(1
)






15



81Equity in net (income) loss of non-consolidated affiliates


2



(2
)


166



6Other (income) expenses, net


23



10



20



33Income tax provision (benefit)


35



(168
)


(196
)


83Net income (loss)


26



(104
)


(1,823
)


(21
)Net income (loss) attributable to noncontrolling interests


2







(9
)


(5
)Net income (loss) attributable to our common shareholder

$
24


$
(104
)

$
(1,814
)

$
(16
)   22.
    SUPPLEMENTAL
    GUARANTOR INFORMATION  Rule 3-10(h)(1) Regulation S-X,
   136




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENT OF OPERATIONS
 (In
    millions)
  Year Ended March 31, 2010 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
849


$
6,906


$
2,468


$
(1,550
)

$
8,673Cost of goods sold (exclusive of depreciation and amortization
    shown below)


772



5,827



2,141



(1,550
)


7,190Selling, general and administrative expenses


51



249



60







360Depreciation and amortization


4



289



91







384Research and development expenses


26



11



1







38Interest expense and amortization of debt issuance costs


114



117



8



(64
)


175Interest income


(63
)


(10
)


(2
)


64



(11
)Gain on change in fair value of derivative instruments, net


(5
)


(165
)


(24
)






(194
)Restructuring charges, net






8



6







14Equity in net (income) loss of non-consolidated affiliates


(396
)


15







396



15Other (income) expenses, net


(34
)


46



(37
)






(25
)469



6,387



2,244



(1,154
)


7,946Income (loss) before income taxes


380



519



224



(396
)


727Income tax provision (benefit)


(25
)


249



38







262Net income (loss)


405



270



186



(396
)


465Net income attributable to noncontrolling interests










60







60Net income (loss) attributable to our common shareholder

$
405


$
270


$
126


$
(396
)

$
405  137




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENT OF OPERATIONS
 (In
    millions)
  Year Ended March 31, 2009 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
1,186


$
8,421


$
2,647


$
(2,077
)

$
10,177Cost of goods sold (exclusive of depreciation and amortization
    shown below)


1,182



7,679



2,467



(2,077
)


9,251Selling, general and administrative expenses


9



242



68







319Depreciation and amortization


16



328



95







439Research and development expenses


29



10



2







41Interest expense and amortization of debt issuance costs


114



134



23



(89
)


182Interest income


(78
)


(15
)


(10
)


89



(14
)Loss on change in fair value of derivative instruments, net


5



511



40







556Impairment of goodwill






1,340











1,340Gain on extinguishment of debt, net


(67
)


(55
)










(122
)Restructuring charges, net


5



74



16







95Equity in net (income) loss of non-consolidated affiliates


1,890



172







(1,890
)


172Other (income) expenses, net


(14
)


11



89







863,091



10,431



2,790



(3,967
)


12,345Income (loss) before income taxes


(1,905
)


(2,010
)


(143
)


1,890



(2,168
)Income tax provision (benefit)


5



(237
)


(14
)






(246
)Net income (loss)


(1,910
)


(1,773
)


(129
)


1,890



(1,922
)Net loss attributable to noncontrolling interests










(12
)






(12
)Net loss attributable to our common shareholder

$
(1,910
)

$
(1,773
)

$
(117
)

$
1,890


$
(1,910
)  138




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 (In
    millions)
   May 16, 2007 Through March 31, 2008 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
1,300


$
8,266


$
2,701


$
(2,302
)

$
9,965Cost of goods sold (exclusive of depreciation and amortization
    shown below)


1,294



7,504



2,546



(2,302
)


9,042Selling, general and administrative expenses


40



210



69







319Depreciation and amortization


19



294



62







375Research and development expenses


27



17



2







46Interest expense and amortization of debt issuance costs


124



135



34



(102
)


191Interest income


(90
)


(17
)


(13
)


102



(18
)(Gain) loss on change in fair value of derivative instruments,
    net


8



(13
)


(17
)






(22
)Restructuring charges, net






2



4







6Equity in net (income) loss of non-consolidated affiliates


(83
)


(25
)






83



(25
)Other (income) expenses, net


(33
)


6



21







(6
)1,306



8,113



2,708



(2,219
)


9,908Income (loss) before income taxes


(6
)


153



(7
)


(83
)


57Income tax provision (benefit)


14



53



6







73Net income (loss)


(20
)


100



(13
)


(83
)


(16
)Net income attributable to noncontrolling interests










4







4Net income (loss) attributable to our common shareholder

$
(20
)

$
100


$
(17
)

$
(83
)

$
(20
)  139




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 (In
    millions)
   April 1, 2007 Through May 15, 2007 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
129


$
1,020


$
359


$
(227
)

$
1,281Cost of goods sold (exclusive of depreciation and amortization
    shown below)


131



961



340



(227
)


1,205Selling, general and administrative expenses


29



51



15







95Depreciation and amortization


2



18



8







28Research and development expenses


5



1











6Interest expense and amortization of debt issuance costs


12



21



4



(10
)


27Interest income


(9
)


(1
)


(1
)


10



(1
)(Gain) loss on change in fair value of derivative instruments,
    net


(2
)


(19
)


1







(20
)Restructuring charges, net






1











1Equity in net (income) loss of non-consolidated affiliates


29



(1
)






(29
)


(1
)Other (income) expenses, net


29



8



(2
)






35226



1,040



365



(256
)


1,375Income (loss) before income taxes


(97
)


(20
)


(6
)


29



(94
)Income tax provision (benefit)






3



1







4Net income (loss)


(97
)


(23
)


(7
)


29



(98
)Net loss attributable to noncontrolling interests










(1
)






(1
)Net loss attributable to our common shareholder

$
(97
)

$
(23
)

$
(6
)

$
29


$
(97
)  140




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    BALANCE SHEET
 (In
    millions)
  As of March 31, 2010 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent assetsCash and cash equivalents

$
22


$
266


$
149


$



$
437Accounts receivable, net of allowances third parties


24



750



369







1,143 related parties


695



309



65



(1,045
)


24Inventories


47



770



266







1,083Prepaid expenses and other current assets


2



28



9







39Fair value of derivative instruments


5



161



43



(12
)


197Deferred income tax assets






7



5







12Total current assets


795



2,291



906



(1,057
)


2,935Property, plant and equipment, net


138



1,976



521







2,635Goodwill






600



11







611Intangible assets, net


6



740











746Investments in and advances to non-consolidated affiliates


1,998



708



1



(1,998
)


709Fair value of derivative instruments, net of current portion






7



2



(2
)


7Deferred income tax assets


1



3



1







5Other long-term assets


976



199



78



(1,139
)


114Total assets

$
3,914


$
6,524


$
1,520


$
(4,196
)

$
7,762LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
3


$
3


$
100


$



$
106Short-term borrowings third parties






61



14







75 related parties


41



457



21



(519
)


Accounts payable third parties


58



600



418







1,076 related parties


62



350



166



(525
)


53Fair value of derivative instruments


7



102



13



(12
)


110Accrued expenses and other current liabilities


52



279



106



(1
)


436Deferred income tax liabilities






33



1







34Total current liabilities


223



1,885



839



(1,057
)


1,890Long-term debt, net of current portion third parties


1,635



854



1







2,490 related parties


115



929



94



(1,138
)


Deferred income tax liabilities






485



12







497Accrued postretirement benefits


31



349



119







499Other long-term liabilities


41



333



5



(3
)


3762,045



4,835



1,070



(2,198
)


5,752Commitments and contingenciesShareholders equityCommon stock


















Additional paid-in capital


3,497















3,497Retained earnings (accumulated deficit)


(1,525
)


1,818



349



(2,167
)


(1,525
)Accumulated other comprehensive income (loss)


(103
)


(129
)


(40
)


169



(103
)Total equity of our common shareholder


1,869



1,689



309



(1,998
)


1,869Noncontrolling interests










141







141Total equity


1,869



1,689



450



(1,998
)


2,010Total liabilities and equity

$
3,914


$
6,524


$
1,520


$
(4,196
)

$
7,762  141




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    BALANCE SHEET
 (In
    millions)
  As of March 31, 2009 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent assetsCash and cash equivalents

$
3


$
175


$
70


$



$
248Accounts receivable, net of allowances third parties


21



761



267







1,049 related parties


411



183



32



(601
)


25Inventories


31



523



239







793Prepaid expenses and other current assets


4



31



16







51Fair value of derivative instruments






145



7



(33
)


119Deferred income tax assets






192



24







216Total current assets


470



2,010



655



(634
)


2,501Property, plant and equipment, net


151



2,139



490







2,780Goodwill






570



12







582Intangible assets, net


11



794



1







806Investments in and advances to non-consolidated affiliates


1,647



719







(1,647
)


719Fair value of derivative instruments, net of current portion






46



28



(2
)


72Deferred income tax assets


1



3











4Other long-term assets


1,028



207



96



(1,228
)


103Total assets

$
3,308


$
6,488


$
1,282


$
(3,511
)

$
7,567LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
3


$
4


$
44


$



$
51Short-term borrowings third parties






231



33







264 related parties


7



330



22



(359
)


Accounts payable third parties


33



458



234







725 related parties


41



157



90



(240
)


48Fair value of derivative instruments


7



540



126



(33
)


640Accrued expenses and other current liabilities


34



395



90



(3
)


516Deferred income tax liabilities


















Total current liabilities


125



2,115



639



(635
)


2,244Long-term debt, net of current portion third parties


1,464



852



101







2,417 related parties


223



976



120



(1,228
)


91Deferred income tax liabilities






459



10







469Accrued postretirement benefits


27



346



122







495Other long-term liabilities


50



288



5



(1
)


3421,889



5,036



997



(1,864
)


6,058Commitments and contingenciesShareholders equityCommon stock


















Additional paid-in capital


3,497















3,497Retained earnings (accumulated deficit)


(1,930
)


1,533



325



(1,858
)


(1,930
)Accumulated other comprehensive income (loss)


(148
)


(81
)


(130
)


211



(148
)Total equity of our common shareholder


1,419



1,452



195



(1,647
)


1,419Noncontrolling interests










90







90Total equity


1,419



1,452



285



(1,647
)


1,509Total liabilities and equity

$
3,308


$
6,488


$
1,282


$
(3,511
)

$
7,567  142




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  Year Ended March 31, 2010 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
(16
)

$
564


$
296


$



$
844INVESTING ACTIVITIESCapital expenditures


(7
)


(66
)


(28
)






(101
)Proceeds from sales of assets






1



4







5Changes to investment in and advances to non-consolidated
    affiliates






3











3Proceeds from loans receivable, net  related parties






4











4Net proceeds from settlement of derivative instruments


(3
)


(285
)


(107
)






(395
)Net cash provided by (used in) investing activities


(10
)


(343
)


(131
)






(484
)FINANCING ACTIVITIESProceeds from issuance of debt third parties


177















177 related parties


4















4Principal repayments third parties


(3
)


(13
)


(51
)






(67
) related parties


(166
)


(76
)


(12
)


159



(95
)Short-term borrowings, net third parties






(172
)


(21
)






(193
) related parties


34



127



(2
)


(159
)


Dividends noncontrolling interests










(13
)






(13
)Debt issuance costs


(1
)














(1
)Net cash provided by (used in) financing activities


45



(134
)


(99
)






(188
)Net increase in cash and cash equivalents


19



87



66







172Effect of exchange rate changes on cash balances held in
    foreign currencies






4



13







17Cash and cash equivalents  beginning of period


3



175



70







248Cash and cash equivalents  end of period

$
22


$
266


$
149


$



$
437  143




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  Year Ended March 31, 2009 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
87


$
(123
)

$
39


$
(223
)

$
(220
)INVESTING ACTIVITIESCapital expenditures


(8
)


(100
)


(37
)






(145
)Proceeds from sales of assets


2



2



1







5Changes to investment in and advances to non-consolidated
    affiliates






20











20Proceeds from loans receivable, net  related parties






17











17Net proceeds from settlement of derivative instruments


2



(93
)


67







(24
)Net cash provided by (used in) investing activities


(4
)


(154
)


31







(127
)FINANCING ACTIVITIESProceeds from issuance of debt third parties






220



43







263 related parties


91















91Principal repayments third parties


(223
)


(11
)


(1
)






(235
) related parties


41



(89
)


(152
)


200



Short-term borrowings, net third parties






185



(9
)






176 related parties


2



(25
)






23



Dividends noncontrolling interests










(6
)






(6
)Debt issuance costs


(3
)














(3
)Net cash provided by (used in) financing activities


(92
)


280



(125
)


223



286Net increase in cash and cash equivalents


(9
)


3



(55
)






(61
)Effect of exchange rate changes on cash balances held in
    foreign currencies






(5
)


(12
)






(17
)Cash and cash equivalents  beginning of period


12



177



137







326Cash and cash equivalents  end of period

$
3


$
175


$
70


$



$
248  144




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  May 16, 2007 Through March 31, 2008 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
88


$
359


$
144


$
(190
)

$
401INVESTING ACTIVITIESCapital expenditures


(11
)


(143
)


(31
)






(185
)Proceeds from sales of assets


5



2



1







8Changes to investment in and advances to non-consolidated
    affiliates


(40
)


25



(1
)


40



24Proceeds from loans receivable, net  related parties






18











18Net proceeds from settlement of derivative instruments


12



36



(7
)






41Net cash provided by (used in) investing activities


(34
)


(62
)


(38
)


40



(94
)FINANCING ACTIVITIESProceeds from issuance of common stock


92



40







(40
)


92Proceeds from issuance of debt


300



659



141







1,100Principal repayments third parties


(261
)


(608
)


(140
)






(1,009
) related parties






(189
)


31



158



Short-term borrowings, net third parties


(45
)


(188
)


(8
)






(241
) related parties


(99
)


81



(14
)


32



Dividends noncontrolling interests










(1
)






(1
)Debt issuance costs


(37
)














(37
)Net cash provided by (used in) financing activities


(50
)


(205
)


9



150



(96
)Net increase in cash and cash equivalents


4



92



115







211Effect of exchange rate changes on cash balances held in
    foreign currencies






11



2







13Cash and cash equivalents  beginning of period


8



74



20







102Cash and cash equivalents  end of period

$
12


$
177


$
137


$



$
326  145




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  April 1, 2007 Through May 15, 2007 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash used in operating activities

$
(21
)

$
(181
)

$
(28
)

$



$
(230
)INVESTING ACTIVITIESCapital expenditures


(1
)


(10
)


(6
)






(17
)Changes to investment in and advances to non-consolidated
    affiliates






1











1Net proceeds from settlement of derivative instruments


(5
)


23











18Net cash provided by (used in) investing activities


(6
)


14



(6
)






2FINANCING ACTIVITIESProceeds from issuance of debt






150











150Principal repayments






(1
)










(1
)Short-term borrowings, net third parties


45



9



6







60 related parties


(15
)


11



4







Dividends noncontrolling interests










(7
)






(7
)Debt issuance costs


(2
)














(2
)Proceeds from the exercise of stock options


1















1Net cash provided by financing activities


29



169



3







201Net increase (decrease) in cash and cash equivalents


2



2



(31
)






(27
)Effect of exchange rate changes on cash balances held in
    foreign currencies






1











1Cash and cash equivalents  beginning of period


6



71



51







128Cash and cash equivalents  end of period

$
8


$
74


$
20


$



$
102  146




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Form 10-K.
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures of the
    Company are being made only in accordance with authorizations of
    management and directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    Companys consolidated financial statements.    Internal
    Control  Integrated Framework.
   147




---



##### Table of Contents



Remediation
    of Previously Disclosed Material Weakness
    Form 10-K Form 10-Q form 10-Q
              Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
  Item 9B.
    Other
    Information   148




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Our
    Directors
    Name

Director Since

Age

PositionKumar Mangalam Birla

May 15, 2007

42

Chairman of the BoardAskaran Agarwala(B)

May 15, 2007

76

DirectorD. Bhattacharya(A)(B)

May 15, 2007

61

Director and Vice Chairman of the BoardClarence J. Chandran(A)(B)

January 6, 2005

61

DirectorDonald A. Stewart(A)

May 15, 2007

63

Director     (A)
    
    Member of our Audit Committee.(B)
    
    Member of our Compensation Committee.  Mr. Kumar Mangalam Birla Sub-Committee
  Askaran Agarwala
  Mr. Debnaryan Bhattacharya
 149




---



##### Table of Contents



Clarence J. Chandran
  Donald A. Stewart
  Our
    Executive Officers
    Name

Age

PositionPhilip Martens


50


President and Chief Operating OfficerSteven Fisher


39


Senior Vice President and Chief Financial OfficerAlexandre Almeida


46


Senior Vice President and President of Novelis South AmericaJean-Marc Germain


44


Senior Vice President and President of Novelis North AmericaAntonio Tadeu Coelho Nardocci


52


Senior Vice President and President of Novelis EuropeThomas Walpole


55


Senior Vice President and President of Novelis AsiaEric Drummond


50


Chief People and Communications OfficerNicholas Madden


52


Vice President and Chief Procurement OfficerErwin Mayr


40


Senior Vice President and Chief Strategy OfficerRandal Miller


47


Vice President, TreasurerRobert Nelson


53


Vice President, Controller and Chief Accounting OfficerLeslie J. Parrette, Jr.


48


Senior Vice President, General Counsel, Compliance Officer and
    Corporate Secretary  150




---



##### Table of Contents



Philip Martens
  Steven Fisher
  Alexandre Almeida
  Jean-Marc Germain
  Antonio Tadeu Coelho Nardocci
  Thomas Walpole
 151




---



##### Table of Contents



Eric Drummond
  Nicholas Madden
  Erwin Mayr
  Randal P. Miller
  Robert Nelson
  Leslie J. Parrette, Jr.
  Board of
    Directors and Corporate Governance Matters
   152




---



##### Table of Contents



Novelis
    Board of Directors
      Corporate
    Governance
    Committees
    of Our Board of Directors
      Audit
    Committee and Financial Experts
      
    evaluating and compensating our independent registered public
    accounting firm;
    making recommendations to the Board of Directors and
    shareholders relating to the appointment, retention and
    termination of our independent registered public accounting firm;
    discussing with our independent registered public accounting
    firm their qualifications and independence from management; 153




---



##### Table of Contents




    reviewing with our independent registered public accounting firm
    the scope and results of their audit;
    pre-approving all audit and permissible non-audit services to be
    performed by our independent registered public accounting firm;
    review areas of potential significant financial risk and the
    steps taken to monitor and manage such exposures;
    overseeing the financial reporting process and discussing with
    management and our independent registered public accounting firm
    the interim and annual financial statements that we file with
    the SEC; and
    reviewing and monitoring our accounting principles, accounting
    policies and disclosure, internal control over financial
    reporting and disclosure controls and procedures.  Compensation
    Committee
  and/or
  Code
    of Conduct and Guidelines for Ethical Behavior
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Introduction
    Name

TitlePhilip Martens

President and Chief Operating OfficerMartha Finn Brooks

Former President and Chief Operating OfficerSteven Fisher

Senior Vice President and Chief Financial OfficerJean-Marc Germain

Senior Vice President and President of Novelis North AmericaThomas Walpole

Senior Vice President and President of Novelis AsiaTadeu Nardocci

Senior Vice President and President of Novelis Europe  154




---



##### Table of Contents



Compensation
    Committee and Role of Management
          Objectives
    and Design of Our Compensation Program
    
    Provide Total Direct Compensation Opportunities That Are
    Competitive with Similar Positions at Comparable
    Companies:  To enable us to attract, motivate and
    retain qualified executives, total direct compensation
    opportunities for each executive (base pay, annual short-term
    incentives and long-term incentives) are targeted at levels to
    be competitive with similar positions at comparable companies.
    The Company strives to create a total direct compensation
    package that is at the median of the peer companies described
    below.
    A Substantial Portion of Total Direct Compensation Should Be
    at Risk Because It Is Performance-Based:  We
    believe executives should be rewarded for their performance.
    Consequently, a substantial portion of an executives total
    direct compensation should be at risk, with amounts actually
    paid dependent on performance against pre-established objectives
    for the individual and us. The portion of an individuals
    total direct compensation that is based upon these performance
    objectives should increase as the individuals business
    responsibilities increase.
    A Substantial Portion of Total Direct Compensation Should be
    Delivered in the Form of Long-Term Performance Based
    Awards:  We believe a long-term stake in the
    sustained performance of Novelis effectively aligns executive
    and shareholder interests and provides motivation for enhancing
    shareholder value. As a result, we may provide long-term
    performance based awards, which are generally paid in cash.   155




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##### Table of Contents



Elements
    of Our Compensation Program
    
    Base Pay
    Short-Term (Annual) Incentives
    Long-Term Incentives
    Employee Benefits    Base Pay.
  Short-Term (Annual) Incentives.
  Annual
    Incentive Plan  2009  2010
   156




---



##### Table of Contents




    Normalized Operating EBITDA is our key financial metric
    for business profitability. It is calculated by removing the
    following four items from Operating EBITDA (or Segment Income as
    reported in our external US GAAP financial statements):  Metal Price Lag
  Re-measurement of Working Capital and
    Debt
  Purchase Accounting step-up
  Can Price Ceilings
    
    Operating Free Cash Flowis our key financial metric for
    business cash generation. At a region level, it is calculated as
    (1) Operating EBITDA (2) minus Capital Expenditures
    (3) plus (minus) net cash inflows (outflows) for Working
    Capital and Other Assets/Liabilities. For the total-company
    metric, we also include net cash inflows (outflows) for
    (4) Interest, (5) Taxes, (6) Dividends,
    (7) Corporate Expenses, (8) Restructuring Charges and
    (9) Proceeds from Asset Sales.    
    EHS objectivesincluded Recordable Case Rates, Lost Time
    Injury and Illness Case Rates and certain Strategic EHS
    Initiatives. The Recordable Case Rate establishes targets for
    reducing the level of workplace accidents resulting in an injury
    requiring more than first aid treatment. The Lost Time Injury
    and Illness Case Rate establishes targets for reducing the level
    of workplace injuries or illnesses resulting in lost time of one
    shift or more. The Strategic EHS Initiatives establish targets
    for the 157




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##### Table of Contents



completion of environmental initiatives that lead to significant
    reductions in water emissions, energy or waste aligned with site
    specific issues, and, establish targets for the completion of
    occupational health and safety initiatives that reduce site
    specific risks and exposures.    
    Individual Performanceobjectives are also established in
    recognition of each individuals unique job
    responsibilities. The potential payout attributable to
    Individual Performance also ranged from 0% to 200% of target as
    measured against individual performance targets.    TargetBonus











Achievementas a % of

Target

Performance



Target

Actual

as a % of

BonusName

Salary

Bonus ($)(A)

Objectives

Weighting

Performance (C)

Performance (C)

Target

Payoff ($)Philip Martens


90
%


630,000


Novelis Normalized Operating EBITDA


40
%

$
625.5


$
761.4



158.3
%


398,916Novelis Operating Free Cash Flow


40
%

$
178.1


$
476.4



200.0
%


504,000Novelis EHS:Recordable Case Rate


3
%


0.94



0.85



147.9
%


27,953Lost Time Rate


3
%


0.23



0.23



100.0
%


18,900Completed Strategic Initiatives


4
%


4



5.81



190.5
%


48,006Individual Performance


10
%










200.0
%


126,0001,123,775Steven Fisher


75
%


337,500


Novelis Normalized Operating EBITDA


40
%

$
625.5


$
761.4



158.3
%


213,705Novelis Operating Free Cash Flow


40
%

$
178.1


$
476.4



200.0
%


270,000Novelis EHS:Recordable Case Rate


3
%


0.94



0.85



147.9
%


14,974Lost Time Rate


3
%


0.23



0.23



100.0
%


10,125Completed Strategic Initiatives


4
%


4



5.81



190.5
%


25,718Individual Performance


10
%










120.0
%


40,500575,022Jean-Marc Germain


65
%


211,250


Novelis Normalized Operating EBITDA


20
%

$
625.5


$
761.4



158.3
%


66,882North America Normalized Operating EBITDA


20
%

$
231.1


$
312.3



200.0
%


84,500Novelis Operating Free Cash Flow


20
%

$
178.1


$
476.4



200.0
%


84,500North America Operating Free Cash Flow


20
%

$
105.1


$
227.3



200.0
%


84,500North America EHS:Recordable Case Rate


3
%


1.22



0.995



192.2
%


12,181Lost Time Rate


3
%


0.09



0.09



100.0
%


6,337Completed Strategic Initiatives


4
%


4



6.0



200.0
%


16,900Individual Performance


10
%










120.0
%


25,350381,150 158




---



##### Table of Contents



TargetBonus











Achievementas a % of

Target

Performance



Target

Actual

as a % of

BonusName

Salary

Bonus ($)(A)

Objectives

Weighting

Performance (C)

Performance (C)

Target

Payoff ($)Thomas Walpole


55
%


156,750


Novelis Normalized Operating EBITDA


20
%

$
625.5


$
761.4



158.3
%


49,627Asia Normalized Operating EBITDA


20
%

$
103.3


$
159.9



200.0
%


62,700Novelis Operating Free Cash Flow


20
%

$
178.1


$
476.4



200.0
%


62,700Asia Operating Free Cash Flow


20
%

$
152.5


$
229.8



200.0
%


62,700Asia EHS:Recordable Case Rate


3
%


0.58



0.89



0
%


Lost Time Rate


3
%


0.17



0.47



0
%


Completed Strategic Initiatives


4
%


4



6.0



200
%


12,540Individual Performance


10
%










200
%


31,350281,617Tadeu Nardocci(B)


60
%


42,040


Novelis Normalized Operating EBITDA


40
%

$
625.5


$
761.4



158.3
%


26,620Novelis Operating Free Cash Flow


40
%

$
178.1


$
476.4



200.0
%


33,632Novelis EHS:Recordable Case Rate


3
%


0.94



0.85



147.9
%


1,865Lost Time Rate


3
%


0.23



0.23



100.0
%


1,262Completed Strategic Initiatives


4
%


4



5.81



190.5
%


3,203Individual Performance


10
%










100.0
%


4,20470,78660
%


201,367


Novelis Normalized Operating EBITDA


20
%

$
625.5


$
761.4



158.3
%


63,753Europe Normalized Operating EBITDA


20
%


176.0



186.4



114.9
%


46,274Novelis Operating Free Cash Flow


20
%

$
178.1


$
476.4



200.0
%


80,547Europe Operating Free Cash Flow


20
%


122.4



135.9



124.4
%


50,100Novelis Europe EHS:Recordable Case Rate


3
%


0.99



0.60



200.0
%


12,082Lost Time Rate


3
%


0.36



0.25



161.1
%


9,732Completed Strategic Initiatives


4
%


4



5.57



178.5
%


14,378Individual Performance


10
%










100.0
%


20,137297,003367,789     (A)
    
    All amounts earned in currencies other than U.S. dollars are
    reflected in this table and in the entire Compensation
    Discussion and Analysis as U.S. dollars as adjusted by the
    exchange rates in effect on March 31, 2010.(B)
    
    Mr. Nardocci receives AIP bonus consideration for two
    months for his corporate role and for ten months for his role in
    Europe.(C)
    
    Dollars ($) and Euros () in millions.   159




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##### Table of Contents



Long-Term Incentives.
  Long-Term
    Incentive Plan  Fiscal 2008  Fiscal 2010
    (2008 LTIP)
        Eligible for2008

PayoutLTIP

Based on

2010

2010Approved

2010

Approved

ApprovedName

Grant ($)

Results ($)

Level

Payout ($)Steven Fisher


450,000



270,000



124.8
%


336,960Jean-Marc Germain


215,000



129,000



124.8
%


160,992Thomas Walpole


325,000



195,000



124.8
%


243,360Tadeu Nardocci


325,000



195,000



124.8
%


243,360   Long-term
    Incentive Plan  Fiscal 2009  Fiscal 2012
    (2009 LTIP)
       160




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##### Table of Contents



Number ofSARs Vesting2009-2012



on June 19,LTIP

Number of

2010

Number ofApproved

SARs

Based on

SARs Forfeited/Name

Grant ($)

Granted

Fiscal 2010

CanceledMartha Finn Brooks


2,231,000



3,919,938







3,919,938
(A)Steven Fisher


500,000



878,516



219,629



Jean-Marc Germain


500,000



878,516



219,629



Thomas Walpole


350,000



614,961



153,741



Tadeu Nardocci


350,000



614,961



153,741



     (A)
    
    These SARs were cancelled upon Ms. Brooks termination.  Long-term
    Incentive Plan  Fiscal 2010  Fiscal 2013
    (2010 LTIP)
      Number ofSARs Vesting on2010-2013



June 25,LTIP

Number of

2010

Number ofApproved

SARs

Based on

SARs Forfeited/Name

Grant ($)

Granted

Fiscal 2010

CanceledPhilip Martens


2,000,000



2,340,005



585,002



Steven Fisher


525,000



614,251



153,563



Jean-Marc Germain


525,000



614,251



153,563



Thomas Walpole


350,000



409,501



102,376



Tadeu Nardocci


525,000



614,251



153,563



   Individual
    Retention Agreements  July 1, 2009
   161




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##### Table of Contents



July 1,

July 1,

July 1,2010 ($)

2011 ($)

2012 ($)Steven Fisher


75,000



75,000



75,000Jean-Marc Germain


54,000



54,000



54,000Thomas Walpole


47,500



47,500



47,500Tadeu Nardocci


70,067



70,067



70,067     # of PhantomOriginal

RestrictedValue ($)

SharesSteven Fisher


180,000



103,667Jean-Marc Germain


130,000



74,871Thomas Walpole


114,000



65,656Tadeu Nardocci


154,020



88,704   Employee
    Benefits
  
    U.S. Pension Plan:    Additional Pension Benefits:
  
    Savings Plan and Non-Qualified Defined Contribution
    Plan:  All U.S. based executives are eligible
    to participate in our tax qualified savings plan. We match up to
    4.5% of pay (up to the IRS compensation limit; $245,000 for
    calendar year 2010) for participants who contribute 6% of
    pay or more to the savings plan. In addition, U.S. based
    executives hired on or after January 1, 2005 are eligible
    to share in our discretionary contributions. Discretionary
    contributions are first made to the qualified plan (up to the
    IRS compensation limit) and any excess amounts are made to our
    non-qualified defined contribution plan. For fiscal 2010, we
    made a discretionary contribution equal to 5% of pay.
    Mr. Martens and Mr. Fisher are the only named
    executive officers eligible for a discretionary contribution for
    the period.
    Brazil Defined Contribution Pension Plan:  All
    Brazil employees are eligible to participate in a defined
    contribution pension plan. Employees can contribute from 0-12%
    of base salary. Independent of any employee contribution, the
    company will contribute 0.7% of base pay up to 1 plan unit
    ($1,486 in 2010) and 14% (10% if hired on or after
    July 1, 2003) of pay in excess of 1 plan unit.
    Mr. Nardocci was the only named executive eligible for the
    Brazil Pension Plan.
    Perquisites:  As noted in our Summary
    Compensation Table, we provide our officers with certain
    perquisites consistent with market practice. We do not view
    perquisites as a significant element of our comprehensive
    compensation structure. 162




---



##### Table of Contents




    Health & Welfare
    Benefits:  Executives are entitled to participate
    in our employee benefit plans (including medical, dental,
    disability, and life insurance benefits) on the same basis as
    other employees.  Employment-Related
    Agreements
      Timing of
    Compensation Decisions
      Compensation
    Risk Assessment
    Compensation
    Committee Report
  Form 10-K
       163




---



##### Table of Contents



Summary
    Compensation Table
    Non-EquityIncentive

Change inStock

Option

Plan

Pension

All OtherSalary

Bonus

Awards

Awards

Compensation

Value

CompensationName and Principal Position

Year

($)

($)

($)(A)

($)(B)

($)(C)

($)(D)

($)(E)

Total ($)Martha Finn Brooks


2010



173,295











672,345







290,808



13,412



1,149,860Former President and


2009



731,250







211,104



2,231,000



113,850



344,054



90,666



3,721,924Chief Operating Officer


2008



672,572







896,739



10,466,761



1,096,223



97,640



92,991



13,322,926Philip Martens


2010



670,833











2,000,000



1,123,775







338,350



4,132,958President and Chief Operating OfficerSteven Fisher


2010



450,000







180,000



525,000



911,982







75,428



2,142,410Senior Vice President and Chief


2009



425,000







42,370



500,000



46,575







67,657



1,081,602Financial Officer


2008



334,538



40,000



171,780



386,927



361,175







63,732



1,358,152Jean-Marc Germain


2010



325,044







130,000



525,000



542,142



40,886



86,333



1,649,405Senior Vice President and


2009



318,625







40,140



500,000



15,422



24,847



126,681



1,025,715President of Novelis North AmericaThomas Walpole


2010



285,000







114,000



350,000



524,977



369,297



425,936



2,069,210Senior Vice President


2009



281,250







52,033



350,000



26,177



221,833



539,251



1,470,544and President of Novelis Asia


2008



270,000







217,752



981,865



210,890



59,765



607,032



2,347,304Tadeu Nardocci


2010



457,779







154,020



525,000



611,149







353,327



2,101,275Senior Vice Presidentand President of Novelis Europe     (A)
    
    For the year ended March 31, 2010, these stock awards
    represent the grant date fair value of the phantom restricted
    shares granted on July 1, 2009 under the Individual
    Retention Agreements. For the phantom restricted shares, the
    fair value is calculated by using the market value of the
    corresponding number of Hindalco shares on the date of grant.(B)
    
    For the years ended March 31, 2009 and March 31, 2010,
    includes the grant date fair value of the SARs granted under the
    2009 LTIP and 2010 LTIP. For the year ended March 31, 2010
    fair value is calculated using the Black-Scholes value on the
    date of grant of $0.8547 per SAR. Also represents the grant date
    fair value of the SARs granted to Ms. Brooks under her
    Separation Release Agreement.(C)
    
    For the year ended March 31, 2010, these represent awards
    earned under the Novelis fiscal 2010 Annual Incentive Plan and
    payments under the 2008 LTIP for fiscal 2010 results.(D)
    
    Represents the aggregate change in actuarial present value of
    the named executive officers accumulated benefit under our
    qualified and non-qualified defined benefit pension plans during
    fiscal 2010. Assumptions used in the calculation of these
    amounts are included in Note 12 to our audited consolidated
    financial statements for the year ended March 31, 2010.(E)
    
    The amounts shown in the All Other Compensation Column reflect
    the values from the table below.  CompanyContribution to







OtherDefined



Relocation and



Perquisites andSeverance

Contribution

Group

Hosing Related



PersonalRelated

Plans

Life

Payments

Child Tuition

Benefits

TotalName

Payments ($)

($) (A)

Insurance ($)

($)

Reimbursement ($)

($)

($)Martha Finn Brooks






1,406



923











11,083
(B)


13,412Philip Martens






52,442



975



259,672
(C)






25,261
(D)


338,350Steven Fisher






39,417



662











35,349
(E)


75,428Jean-Marc Germain






12,244



456







51,252



22,381
(F)


86,333Thomas Walpole






2,672



1,940



421,324
(G)










425,936Tadeu Nardocci






88,444



1,604



232,494
(H)






30,785
(I)


353,327     (A)
    
    Represents matching contribution (and discretionary
    contributions in the case of Mr. Martens and
    Mr. Fisher) made to our tax qualified and non-qualified
    defined contribution plans. 164




---



##### Table of Contents



(B)
    
    Includes executive flex allowance, car allowance, and other
    perquisites, each of which individually had an aggregate
    incremental cost less than $25,000.(C)
    
    Includes (i) home sale closing costs of $42,500;
    (ii) relocation allowance of $60,000; (iii) home
    purchase closing costs of $20,596; (iv) Temporary Living of
    $26,345 and (v) tax payments of $110,231.(D)
    
    Includes executive flex allowance, car allowance and home
    security, each of which individually had an aggregate
    incremental cost less than $25,000.(E)
    
    Includes executive flex allowance, car allowance and home
    security, each of which individually had an aggregate
    incremental cost less than $25,000.(F)
    
    Includes executive flex allowance, car allowance and other
    perquisites, each of which individually had an aggregate
    incremental cost less than $25,000.(G)
    
    Includes: (i) an Expatriate Premium of $119,503;
    (ii) Employer paid Korean Tax Deposit of $130,024;
    (iii) Employer provided housing of $97,330;
    (iv) Employer paid car/driver for Korean assignment of
    $55,221; (v) travel reimbursement of $5,577;(vi) club dues
    of $10,939 and (vii) tax advice of $2,730.(H)
    
    Includes: (i) an Expatriate Premium of $19,548, household
    goods move of $2,313 and relocation allowances of $210,633.(I)
    
    Includes health care expenses, company car allowance and home
    security each of which individually had an aggregate incremental
    cost less than $25,000.  Grants of
    Plan-Based Awards in Fiscal 2010
    Estimated Future Payout

Estimated Future PayoutUnder Non-Equity

Under EquityIncentive Plan Awards(A)

Incentive Plan AwardsThreshold

Target

Maximum

Threshold

Target

MaximumName

Grant Date

($)

($)

($)

($)

($)

($)Martha Brooks


05/08/2009(B
)


















672,345



1,801,168Philip Martens


06/25/2009(C
)






630,000



1,260,000







2,000,000



6,000,000Steven Fisher


06/25/2009(C
)






337,500



675,000







525,000



1,575,00007/01/2009(D
)


















180,000



360,000Jean-Marc Germain


06/25/2009(C
)






211,250



422,500







525,000



1,575,00007/01/2009(D
)


















130,000



260,000Thomas Walpole


06/25/2009(C
)






156,750



313,500







350,000



1,050,00007/01/2009(D
)


















114,000



228,000Tadeu Nardocci


06/25/2009(C
)






243,407



486,814







525,000



1,575,00007/01/2009(D
)


















154,020



308,040     (A)
    
    This grant was made under the Novelis Annual Incentive Plan
    (AIP) for the year ended March 31, 2010.(B)
    
    This grant was made under the terms of Ms. Brooks
    Separation Release Agreement.(C)
    
    These grants were made under the 2010 LTIP in the form of SARs.(D)
    
    These grants were made under the individual retention agreements
    in the form of phantom restricted shares. 165




---



##### Table of Contents



Employment-Related
    Agreements and Certain Employee Benefit Plans
    Agreement
    with Martha Finn Brooks
        Agreement
    with Philip Martens
         166




---



##### Table of Contents




    a lump sum cash amount equal to two times the sum of
    (1) his annual base salary plus (2) his target short
    term incentive opportunity for the calendar year in which the
    change in control occurs; the lump sum cash amount will be
    reduced by the amount of severance payments, if any, paid or
    payable to him other than pursuant to the CIC Agreement to avoid
    duplication of payments;
    other benefits described in the CIC Agreement including a lump
    sum payment to assist him with post-employment medical
    continuation coverage, life insurance benefits, and retirement
    benefits; and
    a gross-up
    reimbursement for any excise tax liability imposed by
    Section 4999 of the Internal Revenue Code.    Agreement
    with Steven Fisher
    Agreement
    with Jean-Marc Germain
    Agreement
    with Thomas Walpole
    Agreement
    with Tadeu Nardocci
   167




---



##### Table of Contents



Change
    in Control Agreements
    Severance
    Compensation Agreements
  12-month
  Outstanding
    Equity Awards as of March 31, 2010
  SAR AwardsNumber of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

SAR ExerciseName

SARs Exercisable

SARs Unexercisable

Price ($)

SAR Expiration DatePhilip Martens






2,340,005
(A)


1.90



June 25, 2016Steven Fisher






614,251
(A)


1.90



June 25, 2016



658,887
(B)


1.34



June 19, 2015Jean-Marc Germain






614,251
(A)


1.90



June 25, 2016



658,887
(B)


1.34



June 19, 2015Thomas Walpole






409,501
(A)


1.90



June 25, 2016



461,221
(B)


1.34



June 19, 2015Tadeu Nardocci






614,251
(A)


1.90



June 25, 2016



461,221
(B)


1.34



June 19, 2015     (A)
    
    SARs issued in fiscal 2010 are payable in cash based on the
    stock performance of Hindalco Industries Limited, listed on the
    National Stock Exchange in Mumbai, India. Novelis is a
    subsidiary of Hindalco Industries Limited. The Exercise price of
    85.79 Indian Rupees converted to US$ based on the closing
    exchange rate on March 31, 2010.(B)
    
    SARs issued in fiscal 2009 are payable in cash based on the
    stock performance of Hindalco Industries Limited, listed on the
    National Stock Exchange in Mumbai, India. Novelis is a
    subsidiary of Hindalco Industries Limited. The Exercise price of
    60.5 Indian Rupees converted to US$ based on the closing
    exchange rate on March 31, 2010. 168




---



##### Table of Contents



Option
    Exercises and Stock Vested in 2010
    Option Awards

Stock AwardsNumber of



Number ofShares

Value

Shares

ValueAcquired on

Realized on

Acquired on

Realized onExercise or

Exercise or

Vesting or

Vesting orName

Cancellation

Cancellation ($)

Cancellation

Cancellation ($)Martha Brooks


1,000,000



1,801,168







Philip Martens














Steven Fisher














Jean-Marc Germain














Thomas Walpole














Tadeu Nardocci














   Pension
    Benefits in Fiscal 2010
    Number of

Present

PaymentsYears

Value of

DuringCredited

Accumulated

LastName

Plan Name(A)

Service

Benefit ($) (B)

Fiscal YearMartha Finn Brooks

Novelis Pension Plan


6.917



158,929



Novelis SERP


6.917



1,001,716
(C)


Philip Martens

Not eligible










Steven Fisher

Not eligible










Jean-Marc Germain

Novelis Pension Plan


3.25



52,389



Novelis SERP


3.25



36,037



Thomas Walpole

Novelis Pension Plan


30.833



961,569



Novelis SERP


30.833



767,509



Tadeu Nardocci

Not eligible










     (A)
    
    See Compensation Discussion and Analysis  Elements of
    Our Compensation, Employee Benefits for a discussion of these
    plans.(B)
    
    See Note 12 to our audited consolidated financial
    statements for the year ended March 31, 2010, for a
    discussion of the assumptions used in the calculation of these
    amounts.(C)
    
    Includes an amount of $163,360 as the present value of
    accumulated benefit under the Cummins Minimum Pension Guarantee
    as outlined as part of Ms. Brooks employment
    agreement.    Years of Service10

15

20

25

30

35U.S. Pension Plan


17
%


25
%


34
%


42
%


51
%


59
%  169




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##### Table of Contents



Non-Qualified
    Deferred Compensation
    Elective

Registrant

Aggregate

Aggregate

AggregateContributions in

Contributions in

Earnings in

Withdrawals/

Balance at LastLast Fiscal Year

Last Fiscal Year

Last Fiscal Year

Distributions

Fiscal Year EndName

($)

($)

($)

($)

($)Philip Martens






12,542



88







12,630Steven Fisher






12,579



1,131







47,630   Potential
    Payments Upon Termination or Change in Control
    Philip Martens(A)Termination byUs withoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

Us without

Change in

Death orType of Payment

Executive ($)

Us for Cause($)

Cause ($)

Control ($)

Disability($)Short-Term Incentive Pay(B)


630,000







630,000



630,000



630,000Long-Term Incentive Plan(C)














2,000,000



2,000,000Severance










2,660,000
(D)


2,660,000
(E)


Retirement plans










77,525
(F)


77,525
(G)


Lump sum cash payment for continuation of health coverage










27,310
(H)


27,310
(I)


Continued group life insurance coverage










1,260
(J)


1,260
(K)


Total


630,000







3,396,095



5,396,095



2,630,000     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $53,846
    at March 31, 2010). Mr. Martens was not eligible for
    retirement on March 31, 2010.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2009 through March 31, 2010.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2010
    assuming the SARs under the 2010 LTIP valued at the target
    amount.(D)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Employment Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Employment Agreement. 170




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##### Table of Contents



(G)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Change in Control Agreement.(H)
    
    Pursuant to the executives Employment Agreement, this
    amount is intended to assist the executive in paying
    post-employment health coverage and is equal to 12 months
    times the COBRA premium rate in effect at March 31, 2010,
    grossed up for applicable taxes using an assumed tax rate of 40%.(I)
    
    Pursuant to the executives Change in Control Agreement,
    this amount is intended to assist the executive in paying
    post-employment health coverage and is equal to 12 months
    times the COBRA premium rate in effect at March 31, 2010,
    grossed up for applicable taxes using an assumed tax rate of 40%.(J)
    
    The executives Employment Agreement provides that the
    executive will be entitled to one additional year of coverage
    under our group life insurance plan.(K)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to one additional year of
    coverage under our group life insurance plan.  Steven Fisher(A)Termination byUs withoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

Us without

Change in

Death orType of Payment

Executive ($)

Us for Cause ($)

Cause ($)

Control ($)

Disability ($)Short-Term Incentive Pay(B)


337,500







337,500



337,500



337,500Long-Term Incentive Plan(C)


336,960







336,960



1,236,960



1,236,960Severance










675,000
(D)


1,575,000
(E)


Retirement plans










50,400
(F)


50,400
(G)


Lump sum cash payment for continuation of health coverage










27,310
(H)


27,310
(I)


Continued group life insurance coverage










716
(J)


716
(K)


Total


674,460







1,427,886



3,227,886



1,574,460     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $34,615
    at March 31, 2010). Mr. Fisher was not eligible for
    retirement on March 31, 2010.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2009 through March 31, 2010.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) under LTIP Plans (2008 at actual, 2009 and 2010 at
    target) that would have been earned as of March 31, 2010.(D)
    
    This amount is equal to 1.5 times the executives base
    salary and would be payable pursuant to the executives
    Severance Compensation Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Severance Compensation Agreement.(G)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Change in Control Agreement.(H)
    
    Pursuant to the executives Severance Compensation
    Agreement, this amount is intended to assist the executive in
    paying post-employment health coverage and is equal to
    12 months times the COBRA 171




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##### Table of Contents



premium rate in effect at March 31, 2010, grossed up for
    applicable taxes using an assumed tax rate of 40%.(I)
    
    Pursuant to the executives Change in Control Agreement,
    this amount is intended to assist the executive in paying
    post-employment health coverage and is equal to 12 months
    times the COBRA premium rate in effect at March 31, 2010,
    grossed up for applicable taxes using an assumed tax rate of 40%.(J)
    
    The executives Severance Compensation Agreement provides
    that the executive will be entitled to one additional year of
    coverage under our group life insurance plan.(K)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to one additional year of
    coverage under our group life insurance plan.  Jean-Marc Germain(A)Termination byUs withoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

Us without

Change in

Death orType of Payment

Executive ($)

Us for Cause ($)

Cause ($)

Control ($)

Disability ($)Short-Term Incentive Pay(B)


211,250







211,250



211,500



211,250Long-Term Incentive Plan(C)


160,992







160,992



1,060,992



1,060,992Severance










487,500
(D)


1,072,500
(E)


Retirement plans










52,465
(F)


52,465
(G)


Lump sum cash payment for continuation of health coverage










27,310
(H)


27,310
(I)


Continued group life insurance coverage










516
(J)


516
(K)


Total


372,242







940,033



2,425,283



1,272,242     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $25,000
    at March 31, 2010). Mr. Germain was not eligible for
    retirement on March 31, 2010.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2009 through March 31, 2010.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) under LTIP Plans (2008 at actual, 2009 and 2010 at
    target) that would have been earned as of March 31, 2010.(D)
    
    This amount is equal to 1.5 times executives base salary
    and would be paid pursuant to the executives Severance
    Compensation Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Severance Compensation Agreement. See the Pension Benefits table
    for pension benefits accrued as of March 31, 2010.(G)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Change in Control Agreement. See the Pension Benefits table for
    pension benefits accrued as of March 31, 2010.(H)
    
    Pursuant to the executives Severance Compensation
    Agreement, this amount is intended to assist the executive in
    paying post-employment health coverage and is equal to
    12 months times the COBRA premium rate in effect at
    March 31, 2010, grossed up for applicable taxes using an
    assumed tax rate of 40%. 172




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##### Table of Contents



(I)
    
    Pursuant to the executives Change in Control Agreement,
    this amount is intended to assist the executive in paying
    post-employment health coverage and is equal to 12 months
    times the COBRA premium rate in effect at March 31, 2010,
    grossed up for applicable taxes using an assumed tax rate of 40%.(J)
    
    The executives Severance Compensation Agreement provides
    that the executive will be entitled to one additional year of
    coverage under our group life insurance plan.(K)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to one additional year of
    coverage under our group life insurance plan.  Thomas Walpole(A)Termination byUs withoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

Us without

Change in

Death orType of Payment

Executive($)

Us for Cause($)

Cause($)

Control ($)

Disability($)Short-Term Incentive Pay(B)


156,750







156,750



156,750



156,750Long-Term Incentive Plan(C)


243,360







243,360



855,860



855,860Severance










510,625
(D)


883,500
(E)


Retirement plans










64,323
(F)


64,323
(G)


Continued group life insurance coverage










2,198
(H)


2,198
(I)


Total


400,110







977,256



1,962,631



1,012,610     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $21,923
    at March 31, 2010). Mr. Walpole was eligible for
    retirement on March 31, 2010.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2009 through March 31, 2010.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) under LTIP Plans (2008 at actual, 2009 and 2010 at
    target) that would have been earned as of March 31, 2010.(D)
    
    This amount is equal to the benefit payable under the Novelis
    Severance Pay Plan.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Severance Compensation Agreement. See the Pension Benefits table
    for pension benefits accrued as of March 31, 2010.(G)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Change in Control Agreement. See the Pension Benefits table for
    pension benefits accrued as of March 31, 2010.(H)
    
    The executives Severance Compensation Agreement provides
    that the executive will be entitled to one additional year of
    coverage under our group life insurance plan. 173




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##### Table of Contents



(I)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to one additional year of
    coverage under our group life insurance plan.  Tadeu Nardocci(A)Termination byUs withoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

Us without

Change in

Death orType of Payment

Executive ($)

Us for Cause ($)

Cause ($)

Control ($)

Disability ($)Short-Term Incentive Pay(B)


243,407







243,407



243,407



243,407Long-Term Incentive Plan(C)


243,360







243,360



1,030,860



1,030,860Severance










586,432
(D)


1,251,054
(E)


Retirement plans










88,444
(F)


88,444
(G)


Continued group life insurance coverage










1,544
(H)


1,544
(I)


Total


486,767







1,163,187



2,615,309



1,274,267     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $45,110
    at March 31, 2010). Mr. Nardocci was eligible for
    retirement on March 31, 2010.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2009 through March 31, 2010.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) under LTIP Plans (2008 at actual, 2009 and 2010 at
    target) that would have been earned as of March 31, 2010.(D)
    
    This amount is equal to 1.5 times executives base salary
    and would be paid pursuant to the executives Severance
    Compensation Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Severance Compensation Agreement. See the Pension Benefits table
    for pension benefits accrued as of March 31, 2010.(G)
    
    This amount is equal to the present value of one additional year
    of benefit accrual under our qualified and non-qualified
    retirement plans and is payable pursuant to the executives
    Change in Control Agreement. See the Pension Benefits table for
    pension benefits accrued as of March 31, 2010.(H)
    
    The executives Severance Compensation Agreement provides
    that the executive will be entitled to one additional year of
    coverage under our group life insurance plan.(I)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to one additional year of
    coverage under our group life insurance plan.  Director
    Compensation  for Directors for Fiscal 2010
     174




---



##### Table of Contents



out-of-pocket
  Fees Earned orName

Paid in Cash ($)Kumar Mangalam Birla


D. Bhattacharya


155,000Askaran K. Agarwala


150,000Clarence J. Chandran


155,000Donald A. Stewart


   Compensation
    Committee Interlocks and Insider Participation
    
    a member of the Committee (or other board committee performing
    equivalent functions or, in the absence of any such committee,
    the entire board of directors) of another entity, one of whose
    executive officers served on our Committee;
    a director of another entity, one of whose executive officers
    served on our Committee; or
    a member of the Committee (or other board committee performing
    equivalent functions or, in the absence of any such committee,
    the entire board of directors) of another entity, one of whose
    executive officers served as one of our directors.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters      Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence     175




---



##### Table of Contents



Form 10-K.
    Item 14.
    Principal
    Accountant Fees and Services    Year Ended


Year EndedMarch 31,


March 31,2010


2009Audit fees(1)

$
5,304,000


$
6,381,200Audit-Related Fees(2)


209,500



40,300Tax Fees(3)


529,300



1,092,100All Other Fees(4)


71,500



41,500Total

$
6,114,300


$
7,555,100     (1)
    
    Represent fees for professional services rendered and expenses
    incurred for the audit of the Companys annual financial
    statements, review of financial statements included in the
    Companys
    Form 10-Qs
    and services that are normally provided by
    PricewaterhouseCoopers LLP in connection with statutory and
    regulatory filings or engagements for those fiscal periods.(2)
    
    Represent fees for assurance related services that are
    reasonably related to the performance of the audit or review of
    our consolidated financial statements and are not reported under
    Audit Fees. These services include certain advisory
    services related to internal controls.(3)
    
    Represent fees for services related to transfer pricing studies
    and review of our U.S. tax returns.(4)
    
    Represent fees for an on-line research tool and review of an
    accounting system implementation.  Pre-Approval
    of Audit and Permissible Non-Audit Services
   176




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  1.
    Financial
    Statement Schedules    2.
    Exhibits  ExhibitNo.

Description2
.1

Arrangement Agreement by and among Hindalco Industries Limited,
    AV Aluminum Inc. and Novelis Inc., dated as of
    February 10, 2007 (incorporated by reference to
    Exhibit 2.1 to our Current Report on
    Form 8-K
    filed on February 13, 2007 (File
    No. 001-32312))3
.1

Restated Certificate and Articles of Incorporation of Novelis
    Inc. (incorporated by reference to Exhibit 3.1 to our
    Current Report on
    Form 8-K
    filed on January 7, 2005 (File
    No. 001-32312))3
.2

Novelis Inc. Amended and Restated Bylaws, adopted as of
    July 24, 2008 (incorporated by reference to
    Exhibit 3.2 to our Current Report on
    Form 8-K
    filed on July 25, 2008 (File
    No. 001-32312))4
.1

Shareholder Rights Agreement between Novelis Inc. and CIBC
    Mellon Trust Company (incorporated by reference to
    Exhibit 4.1 to our Annual Report on
    Form 10-K
    filed on March 30, 2005
    (File No. 001-32312))4
.2

First Amendment to the Shareholder Rights Agreement between
    Novelis Inc. and CIBC Mellon Trust Company, dated as of
    February 10, 2007 (incorporated by reference to
    Exhibit 4.1 to our Current Report on
    Form 8-K
    filed February 13, 2007 (File
    No. 001-32312))4
.3

Specimen Certificate of Novelis Inc. Common Shares (incorporated
    by reference to Exhibit 4.2 to our Registration Statement
    on
    Form 10-12B
    filed on December 27, 2004 (File
    No. 001-32312))4
.4

Indenture, relating to the 71/4% Senior Notes due 2015,
    dated as of February 3, 2005, between the Company, the
    guarantors named on the signature pages thereto and The Bank of
    New York Trust Company, N.A., as trustee (incorporated by
    reference to Exhibit 4.1 to our Current Report on
    Form 8-K
    filed on February 3, 2005 (File
    No. 001-32312))4
.5

Form of Note for 71/4% Senior Notes due 2015 (incorporated
    by reference to Exhibit 4.1 to our Registration Statement
    on
    Form S-4
    filed on August 3, 2005 (File
    No. 333-127139))4
.6

Supplemental Indenture, between the Company, Novelis Finances
    USA LLC, Novelis South America Holdings LLC, Aluminum Upstream
    Holdings LLC and the Bank of New York Trust Company, N.A.
    (incorporated by reference to Exhibit 4.6 to our
    Post-Effective Amendment No. 1 to our Registration
    Statement on
    Form S-4
    filed on December 1, 2006 (File
    No. 333-127139))4
.7

Supplemental Indenture, among the Company, Novelis No. 1
    Limited Partnership, and the Bank of New York
    Trust Company, N.A., as trustee, dated as of May 14,
    2007 (incorporated by reference to Exhibit 4.7 to our
    Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.8

Supplemental Indenture, among the Company, Novelis Luxembourg
    SA, and The Bank of New York Mellon Trust Company, N.A., as
    trustee, dated as of January 29, 2008 (incorporated by
    reference to Exhibit 4.8 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.9

Supplemental Indenture, among the Company, Bellona-Trading
    Internacional, Sociedade Unipessoal, LDA, and The Bank of New
    York Mellon Trust Company, N.A., as trustee, dated as of
    June 26, 2008 (incorporated by reference to
    Exhibit 4.9 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.10

Supplemental Indenture, among the Company, Novelis Services
    Limited, and The Bank of New York Mellon Trust Company
    N.A., as trustee, dated as of July 10, 2008 (incorporated
    by reference to Exhibit 4.10 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312)) 177




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##### Table of Contents



ExhibitNo.

Description4
.11

Supplemental Indenture, among the Company, Novelis PAE SAS, and
    The Bank of New York Mellon Trust Company N.A., as trustee,
    dated as of September 16, 2008 (incorporated by reference
    to Exhibit 4.11 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.12

Indenture, relating to the 111/2% Senior Notes due 2015,
    dated as of August 11, 2009, between the Company, the
    guarantors named on the signature pages thereto and The Bank of
    New York Mellon Trust Company, N.A., as trustee
    (incorporated by reference to Exhibit 4.12 to our
    Registration Statement on
    Form S-4
    filed on September 11, 2009 (File
    No. 333-161892))4
.13

Form of Note for
    111/2% Senior
    Notes due 2015 (incorporated by reference to Exhibit 4.12
    to our Registration Statement on
    Form S-4
    filed on September 11, 2009 (File
    No. 333-161892))10
.1

$800 million asset-based lending credit facility (ABL
    Facility) dated as of July 6, 2007 among Novelis
    Inc., Novelis Corporation as U.S. Borrower, the other U.S.
    Subsidiaries of Novelis Inc., Novelis UK Ltd, Novelis AG, AV
    Aluminum Inc. as parent guarantor, the other guarantors party
    thereto, with the lenders party thereto, ABN AMRO Bank N.V., as
    U.S./European issuing bank, swingline lender and administrative
    agent, LaSalle Business Credit, LLC, as collateral agent and
    funding agent, UBS Securities LLC, as syndication agent, Bank of
    America, N.A., National City Business Credit, Inc. and CIT
    Business Credit Canada Inc., as documentation agents, ABN AMRO
    Bank N.V. Canada Branch, as Canadian issuing bank, Canadian
    funding agent and Canadian administrative agent, and ABN AMRO
    Incorporated and UBS Securities LLC, as joint lead arrangers and
    joint book managers (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007
    (File No. 001-32312))10
.2

$960 million term loan facility (Term Loan
    Facility) dated as of July 6, 2007 among Novelis
    Inc., Novelis Corporation as U.S. Borrower, AV Aluminum Inc., as
    Holdings, and the other guarantors party thereto, with the
    lenders party thereto, UBS AG, Stamford Branch, as
    administrative agent and as collateral agent, UBS Securities
    LLC, as syndication agent, ABN AMRO Incorporated, as
    documentation agent, and UBS Securities LLC and ABN AMRO
    Incorporated as joint lead arrangers and joint book managers
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on November 9, 2007 (File
    No. 001-32312))10
.3

Intercreditor Agreement dated as of July 6, 2007 by and
    among Novelis Inc., Novelis Corporation, Novelis PAE
    Corporation, Novelis Finances USA LLC, Novelis South America
    Holdings LLC, Aluminum Upstream Holdings LLC, Novelis UK Ltd,
    Novelis AG, AV Aluminum Inc., and the subsidiary guarantors
    party thereto, as grantors, ABN AMRO BANK N.V., as revolving
    credit administrative agent ABN AMRO Bank N.A., acting through
    its Canadian branch, as revolving credit Canadian administrative
    agent and as revolving credit Canadian funding agent,
    La Salle Business Credit, LLC, as revolving credit
    collateral agent and as revolving credit funding agent, and UBS
    AG, Stamford Branch, as Term Loan administrative agent, and Term
    Loan collateral agent (incorporated by reference to
    Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007
    (File No. 001-32312))10
.4

Security Agreement made by Novelis Inc., as Canadian Borrower,
    Novelis Corporation, as U.S. Borrower and the guarantors from
    time to time party thereto in favor of UBS AG, Stamford branch,
    as collateral agent dated as of July 6, 2007 (incorporated
    by reference to Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007 (File
    No. 001-32312))10
.5

Security Agreement made by Novelis Inc., as Canadian Borrower,
    Novelis Corporation, Novelis PAE Corporation, Novelis Finances
    USA LLC, Novelis South America Holdings LLC, Aluminum Upstream
    Holdings LLC, as U.S. Borrowers and the guarantors from time to
    time party thereto in favor of La Salle Business Credit,
    LLC, as collateral agent dated as of July 6, 2007
    (incorporated by reference to Exhibit 10.5 to our Quarterly
    Report on
    Form 10-Q
    filed on November 9, 2007 (File
    No. 001-32312))10
.6**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of re-melt aluminum ingot (incorporated by reference to
    Exhibit 10.6 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312)) 178




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##### Table of Contents



ExhibitNo.

Description10
.7**

Amended and Restated Molten Metal Supply Agreement between
    Novelis Inc., as Purchaser, and Alcan Inc., as Supplier, for the
    supply of molten metal to Purchasers Saguenay Works
    facility (incorporated by reference to Exhibit 10.7 to our
    Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.8**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of sheet ingot in North America (incorporated by reference to
    Exhibit 10.8 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.9**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of sheet ingot in Europe (incorporated by reference to
    Exhibit 10.9 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.10*

Employment Agreement of Martha Finn Brooks (incorporated by
    reference to Exhibit 10.33 to our Registration Statement on
    Form 10-12B
    filed by Novelis Inc. on December 22, 2004
    (File No. 001-32312))10
.11*

Employment Arrangement between Steven Fisher and Novelis Inc.
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on May 21, 2007 and our Current Report on
    Form 8-K/A
    filed on August 15, 2007 (File
    No. 001-32312))10
.12*

Letter Agreement, dated October 20, 2006, by and between
    Novelis Inc. and Thomas Walpole (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on October 26, 2006 (File
    No. 001-32312))10
.13*

Employment Agreement of Antonio Tadeu Coelho Nardocci dated as
    of November 8, 2004 (incorporated by reference to
    Exhibit 10.16 to our Annual Report on
    Form 10-K
    filed on June 19, 2008
    (File No. 001-32312))10
.14*

Employment Agreement of Arnaud de Weert (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on April 3, 2006 (File
    No. 001-32312))10
.15*

Form of Change in Control Agreement between Novelis Inc. and
    certain executive officers (incorporated by reference to
    Exhibit 99.1 to our Current Report on
    Form 8-K
    filed on September 27, 2006 (File
    No. 001-32312))10
.16*

Form of Change in Control Agreement between Novelis Inc. and
    certain executive officers and key employees (incorporated by
    reference to Exhibit 99.2 to our Current Report on
    Form 8-K
    filed on September 27, 2006 (File
    No. 001-32312))10
.17*

Form of Recognition Agreement between Novelis Inc. and certain
    executive officers and key employees (incorporated by reference
    to Exhibit 99.3 to our Current Report on
    Form 8-K
    filed on September 27, 2006 (File
    No. 001-32312))10
.18*

Form of Amendment to Recognition Agreements (incorporated by
    reference to Exhibit 10.1 of our Current Report on
    Form 8-K/A
    filed May 8, 2007 (File
    No. 001-32312))10
.19*

Form of SAR Award (incorporated by reference to
    Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.20*

Novelis Inc. 2006 Incentive Plan, as amended (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.21*

Form of Non-Qualified Stock Option Award (incorporated by
    reference to Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.22*

Form of Novelis Long-Term Incentive Plan for Fiscal
    2008-2010
    (incorporated by reference to Exhibit 10.26 to our Annual
    Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.23*

Form of Indemnity Agreement between Novelis Inc. and Members of
    the Board of Directors of Novelis Inc. (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on May 21, 2007 (File
    No. 001-32312))10
.24*

Form of Indemnity Agreement between Novelis Inc. and certain
    executive officers dated as of June 27, 2007 (incorporated
    by reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on June 28, 2007 (File
    No. 001-32312)) 179




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##### Table of Contents



ExhibitNo.

Description10
.25*

Form of Amended and Restated Novelis Founders Performance Awards
    Plan dated March 14, 2006 (incorporated by reference to
    Exhibit 10.7 to our Current Report on
    Form 8-K
    filed on March 20, 2006 (File
    No. 001-32312))10
.26*

First Amendment to the Amended and Restated Novelis Founders
    Performance Awards Plan (incorporated by reference to our
    Current Report on
    Form 8-K/A
    filed May 8, 2007 (File
    No. 001-32312))10
.27*

Novelis Founders Performance Award Notification for Martha
    Brooks dated March 31, 2005 (incorporated by reference to
    Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 21, 2006 (File
    No. 001-32312))10
.28*

Novelis Founders Performance Award Notification for Thomas
    Walpole dated March 31, 2005 (incorporated by reference to
    Exhibit 10.36 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.29*

Novelis Founders Performance Award Notification for Antonio
    Tadeu Coelho Nardocci dated March 31, 2005 (incorporated by
    reference to Exhibit 10.37 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.30*

Form of Novelis Annual Incentive Plan for 2007  2008
    (incorporated by reference to Exhibit 10.39 to our Annual
    Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.31*

Employment Agreement of Jean-Marc Germain dated as of
    April 28, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on August 14, 2008 (File
    No. 001-32312))10
.32*

Form of Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on August 14, 2008 (File
    No. 001-32312))10
.33*

Employment Agreement of Alexandre Moreira Martins de Almeida
    dated as of August 8, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 10, 2008 (File
    No. 001-32312))10
.34*

Amended Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on February 17, 2009 (File
    No. 001-32312))10
.35*

Employment Agreement of Philip Martens, dated as of
    April 11, 2009 (incorporated by reference to
    Exhibit 10.36 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.36

Joinder Agreement, among Novelis No. 1 Limited Partnership,
    its Subsidiaries listed on the Pledge and Security Agreement
    dated as of January 7, 2005, and Citicorp North America,
    Inc., as administrative agent, dated as of May 14, 2007
    (incorporated by reference to Exhibit 10.37 to our Annual
    Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.37

Joinder Agreement, among Novelis PAE S.A.S. and UBS AG, Stamford
    Branch, as administrative agent and collateral agent, dated as
    of September 12, 2008 (incorporated by reference to
    Exhibit 10.38 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.38

Joinder Agreement, among Novelis PAE S.A.S. and LaSalle Business
    Credit, LLC, as funding agent, dated as of September 12,
    2008 (incorporated by reference to Exhibit 10.39 to our
    Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.39

Joinder Agreement, among Bellona-Trading Internacional, Sociedad
    Unipessoal, LDA and UBS AG, Stamford Branch, as administrative
    agent and as collateral agent, dated as of June 11, 2008
    (incorporated by reference to Exhibit 10.40 to our Annual
    Report on
    Form 10-K
    filed on June 29, 2009
    (File No. 001-32312)).10
.40

Joinder Agreement, among Novelis Services Limited, UBS AG,
    Stamford Branch, as administrative agent and as collateral
    agent, and LaSalle Business Credit, LLC, as funding agent and as
    collateral agent, dated as of July 16, 2008 (incorporated
    by reference to Exhibit 10.41 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312)).10
.41*

Novelis Long-Term Incentive Plan for Fiscal Years
    2010-2013
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.42*

Novelis Annual Incentive Plan for Fiscal Year 2010 (incorporated
    by reference to Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312)) 180




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##### Table of Contents



ExhibitNo.

Description10
.43*

Form Change in Control Agreement (incorporated by reference
    to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.44*

Form Severance Agreement (incorporated by reference to
    Exhibit 10.4 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.45*

Termination of Employment Agreement between Novelis AG and
    Arnaud deWeert, dated June 26, 2009 (incorporated by
    reference to Exhibit 10.5 to our Current Report on
    Form 8-K
    filed on July 1, 2009
    (File No. 001-32312))10
.46*

Change in Control Agreement between Novelis and Philip Martens,
    dated April 16, 2009 (incorporated by reference to
    Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2009
    (File No. 001-32312))10
.47*

Separation and Release Agreement between Novelis and Martha
    Brooks, dated May 8, 2009 (incorporated by reference to
    Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2009
    (File No. 001-32312))10
.48*

Employment Agreement between Novelis Inc. and Antonio Tadeu
    Coelho Nardocci (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K/A
    filed on September 9, 2009
    (File No. 001-32312))11
.1

Statement regarding computation of per share earnings
    (incorporated by reference to Item 8. Financial Statements
    and Supplementary Data  Note 19 
    Earnings per Share to the Consolidated and Combined Financial
    Statements)21
.1

List of subsidiaries of Novelis Inc.31
.1

Section 302 Certification of Principal Executive Officer31
.2

Section 302 Certification of Principal Financial Officer32
.1

Section 906 Certification of Principal Executive Officer32
.2

Section 906 Certification of Principal Financial Officer     *
    
    Indicates a management contract or compensatory plan or
    arrangement.**
    
    Confidential treatment requested for certain portions of this
    Exhibit, which portions have been omitted and filed separately
    with the Securities and Exchange Commission. 181




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##### Table of Contents



SIGNATURES
      By:
    /s/  Philip
    Martens   Title:
    President and Chief Operating Officer      /s/  Philip
    MartensPhilip
    Martens

(Principal Executive Officer)

Date: May 27, 2010/s/  Steven
    FisherSteven
    Fisher

(Principal Financial Officer)

Date: May 27, 2010/s/  Robert
    NelsonRobert
    Nelson

(Principal Accounting Officer)

Date: May 27, 2010/s/  Kumar
    Mangalam BirlaKumar
    Mangalam Birla

(Chairman of the Board of Directors)

Date: May 27, 2010/s/  Askaran
    AgarwalaAskaran
    Agarwala

(Director)

Date: May 27, 2010/s/  Debnarayan
    BhattacharyaDebnarayan
    Bhattacharya

(Director)

Date: May 27, 2010/s/  Clarence
    J. ChandranClarence
    J. Chandran

(Director)

Date: May 27, 2010/s/  Donald
    A. StewartDonald
    A. Stewart

(Director)

Date: May 27, 2010  182




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description2
.1

Arrangement Agreement by and among Hindalco Industries Limited,
    AV Aluminum Inc. and Novelis Inc., dated as of February 10,
    2007 (incorporated by reference to Exhibit 2.1 to our
    Current Report on
    Form 8-K
    filed on February 13, 2007 (File
    No. 001-32312))3
.1

Restated Certificate and Articles of Incorporation of Novelis
    Inc. (incorporated by reference to Exhibit 3.1 to our
    Current Report on
    Form 8-K
    filed on January 7, 2005 (File
    No. 001-32312))3
.2

Novelis Inc. Amended and Restated Bylaws, adopted as of
    July 24, 2008 (incorporated by reference to
    Exhibit 3.2 to our Current Report on
    Form 8-K
    filed on July 25, 2008 (File
    No. 001-32312))4
.1

Shareholder Rights Agreement between Novelis Inc. and CIBC
    Mellon Trust Company (incorporated by reference to
    Exhibit 4.1 to our Annual Report on
    Form 10-K
    filed on March 30, 2005
    (File No. 001-32312))4
.2

First Amendment to the Shareholder Rights Agreement between
    Novelis Inc. and CIBC Mellon Trust Company, dated as of
    February 10, 2007 (incorporated by reference to
    Exhibit 4.1 to our Current Report on
    Form 8-K
    filed February 13, 2007 (File
    No. 001-32312))4
.3

Specimen Certificate of Novelis Inc. Common Shares (incorporated
    by reference to Exhibit 4.2 to our Registration Statement
    on
    Form 10-12B
    filed on December 27, 2004 (File
    No. 001-32312))4
.4

Indenture, relating to the
    71/4% Senior
    Notes due 2015, dated as of February 3, 2005, between the
    Company, the guarantors named on the signature pages thereto and
    The Bank of New York Trust Company, N.A., as trustee
    (incorporated by reference to Exhibit 4.1 to our Current
    Report on
    Form 8-K
    filed on February 3, 2005 (File
    No. 001-32312))4
.5

Form of Note for
    71/4% Senior
    Notes due 2015 (incorporated by reference to Exhibit 4.1 to
    our Registration Statement on
    Form S-4
    filed on August 3, 2005 (File
    No. 333-127139))4
.6

Supplemental Indenture, between the Company, Novelis Finances
    USA LLC, Novelis South America Holdings LLC, Aluminum Upstream
    Holdings LLC and the Bank of New York Trust Company, N.A.
    (incorporated by reference to Exhibit 4.6 to our
    Post-Effective Amendment No. 1 to our Registration
    Statement on
    Form S-4
    filed on December 1, 2006 (File
    No. 333-127139))4
.7

Supplemental Indenture, among the Company, Novelis No. 1
    Limited Partnership, and the Bank of New York
    Trust Company, N.A., as trustee, dated as of May 14,
    2007 (incorporated by reference to Exhibit 4.7 to our
    Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.8

Supplemental Indenture, among the Company, Novelis Luxembourg
    SA, and The Bank of New York Mellon Trust Company, N.A., as
    trustee, dated as of January 29, 2008 (incorporated by
    reference to Exhibit 4.8 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.9

Supplemental Indenture, among the Company, Bellona-Trading
    Internacional, Sociedade Unipessoal, LDA, and The Bank of New
    York Mellon Trust Company, N.A., as trustee, dated as of
    June 26, 2008 (incorporated by reference to
    Exhibit 4.9 to our Annual Report on
    Form 10-K
    filed on June 29, 2009
    (File No. 001-32312))4
.10

Supplemental Indenture, among the Company, Novelis Services
    Limited, and The Bank of New York Mellon Trust Company
    N.A., as trustee, dated as of July 10, 2008 (incorporated
    by reference to Exhibit 4.10 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.11

Supplemental Indenture, among the Company, Novelis PAE SAS, and
    The Bank of New York Mellon Trust Company N.A., as trustee,
    dated as of September 16, 2008 (incorporated by reference
    to Exhibit 4.11 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))4
.12

Indenture, relating to the
    111/2% Senior
    Notes due 2015, dated as of August 11, 2009, between the
    Company, the guarantors named on the signature pages thereto and
    The Bank of New York Mellon Trust Company, N.A., as trustee
    (incorporated by reference to Exhibit 4.12 to our
    Registration Statement on
    Form S-4
    filed on September 11, 2009 (File
    No. 333-161892))4
.13

Form of Note for
    111/2% Senior
    Notes due 2015 (incorporated by reference to Exhibit 4.12
    to our Registration Statement on
    Form S-4
    filed on September 11, 2009 (File
    No. 333-161892)) 183




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##### Table of Contents



ExhibitNo.

Description10
.1

$800 million asset-based lending credit facility (ABL
    Facility) dated as of July 6, 2007 among Novelis
    Inc., Novelis Corporation as U.S. Borrower, the other U.S.
    Subsidiaries of Novelis Inc., Novelis UK Ltd, Novelis AG, AV
    Aluminum Inc. as parent guarantor, the other guarantors party
    thereto, with the lenders party thereto, ABN AMRO Bank N.V., as
    U.S./European issuing bank, swingline lender and administrative
    agent, LaSalle Business Credit, LLC, as collateral agent and
    funding agent, UBS Securities LLC, as syndication agent, Bank of
    America, N.A., National City Business Credit, Inc. and CIT
    Business Credit Canada Inc., as documentation agents, ABN AMRO
    Bank N.V. Canada Branch, as Canadian issuing bank, Canadian
    funding agent and Canadian administrative agent, and ABN AMRO
    Incorporated and UBS Securities LLC, as joint lead arrangers and
    joint book managers (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007
    (File No. 001-32312))10
.2

$960 million term loan facility (Term Loan
    Facility) dated as of July 6, 2007 among Novelis
    Inc., Novelis Corporation as U.S. Borrower, AV Aluminum Inc., as
    Holdings, and the other guarantors party thereto, with the
    lenders party thereto, UBS AG, Stamford Branch, as
    administrative agent and as collateral agent, UBS Securities
    LLC, as syndication agent, ABN AMRO Incorporated, as
    documentation agent, and UBS Securities LLC and ABN AMRO
    Incorporated as joint lead arrangers and joint book managers
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on November 9, 2007 (File
    No. 001-32312))10
.3

Intercreditor Agreement dated as of July 6, 2007 by and
    among Novelis Inc., Novelis Corporation, Novelis PAE
    Corporation, Novelis Finances USA LLC, Novelis South America
    Holdings LLC, Aluminum Upstream Holdings LLC, Novelis UK Ltd,
    Novelis AG, AV Aluminum Inc., and the subsidiary guarantors
    party thereto, as grantors, ABN AMRO BANK N.V., as revolving
    credit administrative agent ABN AMRO Bank N.A., acting through
    its Canadian branch, as revolving credit Canadian administrative
    agent and as revolving credit Canadian funding agent,
    La Salle Business Credit, LLC, as revolving credit
    collateral agent and as revolving credit funding agent, and UBS
    AG, Stamford Branch, as Term Loan administrative agent, and Term
    Loan collateral agent (incorporated by reference to
    Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007
    (File No. 001-32312))10
.4

Security Agreement made by Novelis Inc., as Canadian Borrower,
    Novelis Corporation, as U.S. Borrower and the guarantors from
    time to time party thereto in favor of UBS AG, Stamford branch,
    as collateral agent dated as of July 6, 2007 (incorporated
    by reference to Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007 (File
    No. 001-32312))10
.5

Security Agreement made by Novelis Inc., as Canadian Borrower,
    Novelis Corporation, Novelis PAE Corporation, Novelis Finances
    USA LLC, Novelis South America Holdings LLC, Aluminum Upstream
    Holdings LLC, as U.S. Borrowers and the guarantors from time to
    time party thereto in favor of La Salle Business Credit,
    LLC, as collateral agent dated as of July 6, 2007
    (incorporated by reference to Exhibit 10.5 to our Quarterly
    Report on
    Form 10-Q
    filed on November 9, 2007
    (File No. 001-32312))10
.6**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of re-melt aluminum ingot (incorporated by reference to
    Exhibit 10.6 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.7**

Amended and Restated Molten Metal Supply Agreement between
    Novelis Inc., as Purchaser, and Alcan Inc., as Supplier, for the
    supply of molten metal to Purchasers Saguenay Works
    facility (incorporated by reference to Exhibit 10.7 to our
    Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.8**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of sheet ingot in North America (incorporated by reference to
    Exhibit 10.8 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.9**

Amended and Restated Metal Supply Agreement between Novelis
    Inc., as Purchaser, and Alcan Inc., as Supplier, for the supply
    of sheet ingot in Europe (incorporated by reference to
    Exhibit 10.9 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312)) 184




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##### Table of Contents



ExhibitNo.

Description10
.10*

Employment Agreement of Martha Finn Brooks (incorporated by
    reference to Exhibit 10.33 to our Registration Statement on
    Form 10-12B
    filed by Novelis Inc. on December 22, 2004
    (File No. 001-32312))10
.11*

Employment Arrangement between Steven Fisher and Novelis Inc.
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on May 21, 2007 and our Current Report on
    Form 8-K/A
    filed on August 15, 2007 (File
    No. 001-32312))10
.12*

Letter Agreement, dated October 20, 2006, by and between
    Novelis Inc. and Thomas Walpole (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on October 26, 2006 (File
    No. 001-32312))10
.13*

Employment Agreement of Antonio Tadeu Coelho Nardocci dated as
    of November 8, 2004 (incorporated by reference to
    Exhibit 10.16 to our Annual Report on
    Form 10-K
    filed on June 19, 2008
    (File No. 001-32312))10
.14*

Employment Agreement of Arnaud de Weert (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on April 3, 2006 (File
    No. 001-32312))10
.15*

Form of Change in Control Agreement between Novelis Inc. and
    certain executive officers (incorporated by reference to
    Exhibit 99.1 to our Current Report on
    Form 8-K
    filed on September 27, 2006
    (File No. 001-32312))10
.16*

Form of Change in Control Agreement between Novelis Inc. and
    certain executive officers and key employees (incorporated by
    reference to Exhibit 99.2 to our Current Report on
    Form 8-K
    filed on September 27, 2006 (File
    No. 001-32312))10
.17*

Form of Recognition Agreement between Novelis Inc. and certain
    executive officers and key employees (incorporated by reference
    to Exhibit 99.3 to our Current Report on
    Form 8-K
    filed on September 27, 2006 (File
    No. 001-32312))10
.18*

Form of Amendment to Recognition Agreements (incorporated by
    reference to Exhibit 10.1 of our Current Report on
    Form 8-K/A
    filed May 8, 2007 (File
    No. 001-32312))10
.19*

Form of SAR Award (incorporated by reference to
    Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.20*

Novelis Inc. 2006 Incentive Plan, as amended (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.21*

Form of Non-Qualified Stock Option Award (incorporated by
    reference to Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on November 1, 2006 (File
    No. 001-32312))10
.22*

Form of Novelis Long-Term Incentive Plan for Fiscal
    2008-2010
    (incorporated by reference to Exhibit 10.26 to our Annual
    Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.23*

Form of Indemnity Agreement between Novelis Inc. and Members of
    the Board of Directors of Novelis Inc. (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on May 21, 2007 (File
    No. 001-32312))10
.24*

Form of Indemnity Agreement between Novelis Inc. and certain
    executive officers dated as of June 27, 2007 (incorporated
    by reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on June 28, 2007 (File
    No. 001-32312))10
.25*

Form of Amended and Restated Novelis Founders Performance Awards
    Plan dated March 14, 2006 (incorporated by reference to
    Exhibit 10.7 to our Current Report on
    Form 8-K
    filed on March 20, 2006 (File
    No. 001-32312))10
.26*

First Amendment to the Amended and Restated Novelis Founders
    Performance Awards Plan (incorporated by reference to our
    Current Report on
    Form 8-K/A
    filed May 8, 2007 (File
    No. 001-32312))10
.27*

Novelis Founders Performance Award Notification for Martha
    Brooks dated March 31, 2005 (incorporated by reference to
    Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 21, 2006 (File
    No. 001-32312)) 185




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##### Table of Contents



ExhibitNo.

Description10
.28*

Novelis Founders Performance Award Notification for Thomas
    Walpole dated March 31, 2005 (incorporated by reference to
    Exhibit 10.36 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.29*

Novelis Founders Performance Award Notification for Antonio
    Tadeu Coelho Nardocci dated March 31, 2005 (incorporated by
    reference to Exhibit 10.37 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.30*

Form of Novelis Annual Incentive Plan for 2007  2008
    (incorporated by reference to Exhibit 10.39 to our Annual
    Report on
    Form 10-K
    filed on June 19, 2008 (File
    No. 001-32312))10
.31*

Employment Agreement of Jean-Marc Germain dated as of
    April 28, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on August 14, 2008 (File
    No. 001-32312))10
.32*

Form of Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on August 14, 2008 (File
    No. 001-32312))10
.33*

Employment Agreement of Alexandre Moreira Martins de Almeida
    dated as of August 8, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 10, 2008 (File
    No. 001-32312))10
.34*

Amended Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on February 17, 2009 (File
    No. 001-32312))10
.35*

Employment Agreement of Philip Martens, dated as of
    April 11, 2009 (incorporated by reference to
    Exhibit 10.36 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.36

Joinder Agreement, among Novelis No. 1 Limited Partnership,
    its Subsidiaries listed on the Pledge and Security Agreement
    dated as of January 7, 2005, and Citicorp North America,
    Inc., as administrative agent, dated as of May 14, 2007
    (incorporated by reference to Exhibit 10.37 to our Annual
    Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.37

Joinder Agreement, among Novelis PAE S.A.S. and UBS AG, Stamford
    Branch, as administrative agent and collateral agent, dated as
    of September 12, 2008 (incorporated by reference to
    Exhibit 10.38 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.38

Joinder Agreement, among Novelis PAE S.A.S. and LaSalle Business
    Credit, LLC, as funding agent, dated as of September 12,
    2008 (incorporated by reference to Exhibit 10.39 to our
    Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312))10
.39

Joinder Agreement, among Bellona-Trading Internacional, Sociedad
    Unipessoal, LDA and UBS AG, Stamford Branch, as administrative
    agent and as collateral agent, dated as of June 11, 2008
    (incorporated by reference to Exhibit 10.40 to our Annual
    Report on
    Form 10-K
    filed on June 29, 2009
    (File No. 001-32312)).10
.40

Joinder Agreement, among Novelis Services Limited, UBS AG,
    Stamford Branch, as administrative agent and as collateral
    agent, and LaSalle Business Credit, LLC, as funding agent and as
    collateral agent, dated as of July 16, 2008 (incorporated
    by reference to Exhibit 10.41 to our Annual Report on
    Form 10-K
    filed on June 29, 2009 (File
    No. 001-32312)).10
.41*

Novelis Long-Term Incentive Plan for Fiscal Years
    2010-2013
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.42*

Novelis Annual Incentive Plan for Fiscal Year 2010 (incorporated
    by reference to Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.43*

Form Change in Control Agreement (incorporated by reference
    to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.44*

Form Severance Agreement (incorporated by reference to
    Exhibit 10.4 to our Current Report on
    Form 8-K
    filed on July 1, 2009 (File
    No. 001-32312))10
.45*

Termination of Employment Agreement between Novelis AG and
    Arnaud deWeert, dated June 26, 2009 (incorporated by
    reference to Exhibit 10.5 to our Current Report on
    Form 8-K
    filed on July 1, 2009
    (File No. 001-32312)) 186




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##### Table of Contents



ExhibitNo.

Description10
.46*

Change in Control Agreement between Novelis and Philip Martens,
    dated April 16, 2009 (incorporated by reference to
    Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2009
    (File No. 001-32312))10
.47*

Separation and Release Agreement between Novelis and Martha
    Brooks, dated May 8, 2009 (incorporated by reference to
    Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2009
    (File No. 001-32312))10
.48*

Employment Agreement between Novelis Inc. and Antonio Tadeu
    Coelho Nardocci (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K/A
    filed on September 9, 2009
    (File No. 001-32312))11
.1

Statement regarding computation of per share earnings
    (incorporated by reference to Item 8. Financial Statements
    and Supplementary Data  Note 19 
    Earnings per Share to the Consolidated and Combined Financial
    Statements)21
.1

List of subsidiaries of Novelis Inc.31
.1

Section 302 Certification of Principal Executive Officer31
.2

Section 302 Certification of Principal Financial Officer32
.1

Section 906 Certification of Principal Executive Officer32
.2

Section 906 Certification of Principal Financial Officer     *
    
    Indicates a management contract or compensatory plan or
    arrangement.**
    
    Confidential treatment requested for certain portions of this
    Exhibit, which portions have been omitted and filed separately
    with the Securities and Exchange Commission. 187