##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006Oro

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

98-0442987(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)3399 Peachtree Road NE;
    Suite 1500
    Atlanta, Georgia(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
    Securities Exchange Act of 1934:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares, no par value

New York Stock ExchangeCommon Share Purchase Rights

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Securities Exchange Act of 1934:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K 120-day Form 10-K
  Form 10-K Form 10-K/A, Form 10-K Form 10-K




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##### 



TABLE OF
    CONTENTS
  PagePART IIIItem 10.

Directors and
    Executive Officers of the Registrant


2Item 11.

Executive
    Compensation


8Item 12.

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


38Item 13.

Certain
    Relationships and Related Transactions and Director
    Independence


42Item 14.

Principal
    Accountant Fees and Services


42PART IVItem 15.

Exhibits and
    Financial Statement Schedules


43SIGNATURE


44EXHIBIT
    INDEX


45EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO   1




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PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  Our
    Directors
    Name

Director Since

Age

PositionWilliam T. Monahan

January 6, 2005


58


Chairman of the Board and Former
    Interim Chief Executive OfficerEdward A. Blechschmidt

June 29, 2006


54


Director and Acting Chief
    Executive OfficerCharles G. Cavell(2)(3)

January 6, 2005


64


DirectorClarence J. Chandran(3)(4)

January 6, 2005


58


DirectorC. Roberto Cordaro(1)(3)(4)

January 6, 2005


57


DirectorHelmut Eschwey(2)(3)

January 6, 2005


57


DirectorDavid J. FitzPatrick(1)(2)

March 24, 2005


53


DirectorSuzanne Labarge(1)(4)

January 6, 2005


60


DirectorPatrick J. Monahan(4)

December 26, 2006


54


DirectorSheldon Plener(2)

December 26, 2006


55


DirectorRudolf Rupprecht(4)

January 6, 2005


67


DirectorKevin M. Twomey(1)(2)

May 25, 2006


60


DirectorEdward V. Yang(3)(4)

January 6, 2005


61


Director     (1)
    
    Member of our Audit Committee.(2)
    
    Member of our Nominating and Corporate Governance Committee.(3)
    
    Member of our Human Resources Committee.(4)
    
    Member of our Customer Relations Committee.  William T. Monahan
  Edward A. Blechschmidt
 2




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Charles G. Cavell
  Clarence J. Chandran
  C. Roberto Cordaro
  Helmut Eschwey
  David J. FitzPatrick
  Suzanne Labarge
  Patrick J. Monahan
  Sheldon Plener
  Rudolf Rupprecht
 3




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Kevin M. Twomey
  Edward V. Yang
  Our
    Executive Officers
  Form 10-K.
  Board of
    Directors and Corporate Governance Matters
      Novelis
    Board of Directors
     4




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Corporate
    Governance Guidelines
    Independence
    of Our Board of Directors
     5




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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 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 independence from management;
    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;
    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.    Nominating
    and Corporate Governance Committee
   6




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Human
    Resources Committee
    and/or
    Customer
    Relations Committee
   7




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Code
    of Ethics and Code of Conduct
      Section 16(a)
    Beneficial Ownership Reporting Compliance
      Item 11.
    Executive
    Compensation  Form 10-K/A.
 8




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Compensation
    Discussion and Analysis
  Introduction
    Name

TitleWilliam T. Monahan

Former Interim Chief Executive
    OfficerBrian W. Sturgell

Former President & Chief
    Executive OfficerRick Dobson

Senior Vice President &
    Chief Financial OfficerGeoffrey Batt

Former Senior Vice
    President & Chief Financial OfficerMartha Finn Brooks

Chief Operating OfficerJohn F. Morrison

Senior Vice President and
    President AsiaArnaud de Weert

Senior Vice President and
    President EuropeKevin Greenawalt

Senior Vice President and
    President North AmericaChristopher Bark-Jones

Former Senior Vice President and
    President EuropePierre Arseneault

Former Vice President Strategic
    Planning & IT   Human
    Resources Committee and Role of Management
         9




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##### Table of Contents



Objectives
    and Design of Our Compensation Program
    
    Provide Total Direct Compensation Opportunities That Are
    Competitive:  To enable us to attract, motivate
    and retain qualified executives, total direct compensation
    opportunities for each executive (base pay, short-term (annual)
    incentives and long-term incentives) are targeted at levels to
    be competitive with similar positions at comparable companies.
    The Committee 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 proportion 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 Equity-Based Awards:  We
    believe an equity stake in Novelis effectively aligns executive
    and shareholder interests and provides motivation for enhancing
    shareholder value. As a result, we may provide stock options,
    restricted stock or stock units, performance shares and stock
    appreciation rights (as well as other awards paid in cash or
    equity).    Independent
    Compensation Consultant
    Market
    Data and Peer Group
    Elements
    of Our Compensation Program
    
    Base Pay
    Short-Term (Annual) Incentives
    Long-Term Incentives
    Employee Benefits 10




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Base Pay.
    Short-Term (Annual) Incentives.
         11




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2006 Target


2006 ActualMartha Finn Brooks

$
589,500


$
475,000Rick Dobson

$
337,500


$
200,000
(1)John F. Morrison

$
152,350


$
152,350Arnaud de Weert

$
329,925


$
300,000Kevin Greenawalt

$
186,000


$
150,000     (1)
    
    Pro-rated for his service.    Long-Term Incentives.
      Employee
    Benefits
  
    U.S. Pension Plan:  During 2005, those of
    our employees previously participating in the Alcancorp Pension
    Plan and the Alcan Supplemental Executive Retirement Plan
    received up to one year of additional service under each plan to
    the extent that such employees continued to be employed by us
    during 2005. We paid to Alcan the normal cost (in the case of
    the Alcancorp Pension Plan) and the current service cost (in the
    case of the Alcan Supplemental Executive Retirement Plan) with
    respect to those employees. The Alcan plans provide for pensions
    calculated based upon combined service with us or Alcan of up to
    35 years. Eligible earnings consist of the average annual
    salary and the short-term incentive award up to its target
    during the three consecutive calendar years when they were the
    greatest, subject to a cap for those participating in the
    Pension Plan for Officers described below.   12




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
    U.K. Pension Plan:  The U.K. Pension Plan,
    which was transferred to us from Alcan in connection with the
    spin-off, provides for pensions calculated on service of up to
    40 years and eligible earnings, which consist of the
    average annual salary and the short-term incentive award up to
    its target during the last 12 months before retirement,
    subject to a cap for those participating in the Pension Plan for
    Officers (described below). Prior to his termination in 2006,
    Mr. Bark-Jones was the only executive entitled to
    participate in the U.K. Pension Plan during 2006.
    Swiss Pension Schemes:  Since our spin-off from
    Alcan, we continued to participate in Alcans two pension
    schemes in Switzerland: (1) the Pensionskasse Alcan Schweiz
    (a defined benefit plan) and (2) the Erganzungskasse Alcan
    Schweiz (a defined contribution plan). The defined benefit plan
    is computed based on a participants final annual earnings
    (up to a limit and less a coordination amount) and service up to
    45 years. The defined contribution plan only recognizes
    earnings in excess of the defined benefit earnings limit.
    Mr. de Weert was the only named executive officer eligible
    for the Swiss pension schemes in 2006.
    Novelis Pension Plan for Officers:  The Pension
    Plan for Officers (PPO) is a separate non-qualified supplemental
    executive retirement plan that provides an additional pension
    benefit based on combined service of up to 20 years as an
    officer of Novelis or Alcan and eligible earnings, which consist
    of the excess of the average annual salary and target short-term
    incentive award during the 60 consecutive months when they were
    the greatest over eligible earnings in the U.S. Pension
    Plan or the U.K. Pension Plan, as applicable. The Committee
    determines participants in the PPO. Both the U.S. Pension
    Plan and U.K. Pension Plan provide for a maximum pension benefit
    on eligible earnings that is established with reference to the
    position of the officer prior to being designated a PPO
    participant. Prior to their termination of employment during
    2006, Messrs. Sturgell and Bark-Jones were the only
    participants in the PPO. Both individuals received a lump sum
    payment of their entire benefits under the PPO following their
    termination of employment. We do not expect that any new
    participants will be added to the PPO.
    Additional Pension Benefits:  In addition to
    her participation in the U.S. Pension Plan described above,
    Ms. Brooks will receive from us a supplemental pension
    equal to the excess, if any, of the pension she would have
    received from her employer prior to joining Alcan had she been
    covered by her prior employers pension plan until her
    separation or retirement from Novelis, over the sum of her
    pension from the U.S. Pension Plan and the pension rights
    actually accrued with her previous employer.    
    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; $220,000 for
    2006) 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 2006, we made a discretionary
    contribution equal to 5% of pay. Mr. Dobson was the only
    named executive officer eligible for a discretionary
    contribution for 2006.
    Health & Welfare Benefits:  Executives
    are entitled to participate in our employee benefit plans
    (including medical, dental, and life insurance benefits) on the
    same basis as other employees.
    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. 13




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Employment-Related
    Agreements
            Impact of
    Accounting and Tax Treatments
     14




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Timing of
    Compensation Decisions
            Stock
    Ownership Guidelines
    Hedging
    of Company Stock
   15




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Compensation
    Committee Report
  Form 10-K/A.
    
  Summary
    Compensation Table
    Non-EquityIncentive


Change inStock


Option


Plan


Pension


All OtherSalary


Bonus


Awards


Awards


Compensation


Value


Compensation


TotalName and Principal Position

Year


($)


($)


($)(1)


($)(2)


($)(3)


($)(4)


($)(5)


($)William T. Monahan,


2006



260,000
(6)


250,000
(6)


109,154
(6)














108,333
(6)


727,487
(6)Former Interim Chief Executive
    OfficerBrian W. Sturgell,


2006



656,667







54,645



2,988,200







1,200,669



6,385,436



11,285,617Former President & Chief
    Executive OfficerRick Dobson,


2006



202,679



125,000
(7)


74,073



63,096



200,000







56,890



721,738Senior Vice President &
    Chief Financial OfficerGeoffrey Batt,


2006



283,333







71,547



223,996







125,666



2,271,578



2,976,120Former Senior Vice
    President & Chief Financial OfficerMartha Finn Brooks,


2006



655,000







784,197



552,181



475,000



139,903



132,535



2,738,816Chief Operating OfficerJohn F. Morrison,


2006



277,000







201,747



300,855



152,350



268,665



551,970



1,752,587Former Senior Vice President and
    President AsiaArnaud de Weert,


2006



340,631



160,927
(8)


31,149



33,413



300,000



9,428



110,487



986,035Senior Vice President and President
    EuropeKevin Greenawalt,


2006



310,000







232,896



293,949



150,000



219,749



36,730



1,243,324Senior Vice President and President
    North AmericaChristopher Bark-Jones,


2006



436,007







72,621



2,221,328







314,362



2,659,746



5,704,064Former Senior Vice President and
    President EuropePierre Arseneault,


2006



125,000







21,947



341,160







267,534



1,042,195



1,797,836Former Vice President Strategic
    Planning & IT     (1)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the fiscal year
    ended December 31, 2006, in accordance with
    SFAS 123(R) (excluding the impact of 16




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estimated forfeitures). With the exception of Mr. Monahan,
    the awards were granted under our Founders Performance Award
    Plan, Total Shareholder Returns Performance Plan and individual
    Recognition Agreements and may include amounts from awards
    granted in and prior to 2006. See footnote (6) with respect
    to Mr. Monahan. Assumptions used in the calculation of
    these amounts are included in Note 14 to our audited
    financial statements included in our original
    Form 10-K
    for the fiscal year ended December 31, 2006. The expense
    attributable to each of these plans and agreements is set forth
    below:  FoundersPerformance


Total Shareholder Returns


RecognitionAward Plan


Performance Plan


Agreements


TotalName

($)


($)


($)


($)William T. Monahan














Brian W. Sturgell






54,645







54,645Rick Dobson










74,073



74,073Geoffrey Batt


67,773



3,774







71,547Martha Finn Brooks


633,975



42,342



107,880



784,197John F. Morrison


192,195



9,552







201,747Arnaud de Weert










31,149



31,149Kevin Greenawalt


192,195



9,552



31,149



232,896Christopher Bark-Jones


40,162



32,459







72,621Pierre Arseneault


33,468



(11,521
)






21,947   (2)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the fiscal year
    ended December 31, 2006, in accordance with
    SFAS 123(R) (excluding the impact of estimated
    forfeitures), of awards pursuant to our 2005 Conversion Plan,
    2005 Stock Price Appreciation Unit Plan, and 2006 Incentive Plan
    and thus may include amounts from awards granted in and prior to
    2006. Assumptions used in the calculation of this amount are
    included in Note 14 to our audited financial statements
    included in our original
    Form 10-K
    for the fiscal year ended December 31, 2006. The expense
    attributable to each of the aforementioned plans is set forth
    below:  2005 Stock Price2005 Conversion


Appreciation UnitPlan (a)


Plan (a)


2006 Incentive Plan


TotalName

($)


($)


($)


($)William T. Monahan














Brian W. Sturgell


2,988,200











2,988,200Rick Dobson










63,096



63,096Geoffrey Batt


223,996











223,996Martha Finn Brooks


440,838







111,343



552,181John F. Morrison


239,516







61,339



300,855Arnaud de Weert










33,413



33,413Kevin Greenawalt


76,395



187,861



29,693



293,949Christopher Bark-Jones


2,554



2,218,774







2,221,328Pierre Arseneault


341,160











341,160   (a)
    
    The 2005 Conversion Plan and 2005 Stock Price Appreciation Unit
    Plan were the predecessor plans to the 2006 Incentive Plan. Any
    outstanding awards that were granted under the 2005 plans remain
    subject to the terms of such plans but all future awards will be
    issued under the 2006 Incentive Plan.  (3)
    
    Represents 2006 awards under our short-term incentive program.(4)
    
    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
    2006. Assumptions used in the calculation of these amounts are
    included in Note 15 to our audited financial statements for
    the fiscal year ended December 31, 2006. 17




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(5)
    
    With the exception of Mr. Monahan (see footnote
    (6) below), the amounts shown in the All Other Compensation
    column are reflected in the following table:  Company





RelocationContribution





and





OtherSeverance-


to Defined





Housing-





PerquisitesRelated


Contribution


Group Life


Related


Child Tuition


and PersonalPayments


Plans


Insurance


Payments


Reimbursment


Benefits


TotalName

($)


($)(a)


($)


($)


($)


($)


($)Brian W. Sturgell


6,227,339
(b)


6,206



7,399











144,492
(c)


6,385,436Rick Dobson






18,572



338



30,065







7,915
(d)


56,890Geoffrey Batt


2,222,055
(e)


9,900



1,239



16,091







22,293
(f)


2,271,578Martha Finn Brooks






7,444



1,761







79,198



44,132
(g)


132,535John F. Morrison






9,900



1,112



536,092
(h)






4,866
(i)


551,970Arnaud de Weert






31,872







57,904







20,711
(j)


110,487Kevin Greenawalt






9,900



1,179











25,651
(k)


36,730Christopher Bark-Jones


2,477,653
(l)










3,874







178,219
(m)


2,659,746Pierre Arseneault


998,750
(n)






898



1,858







40,689
(o)


1,042,195   (a)
    
    Represents matching contribution (and discretionary contribution
    in the case of Mr. Dobson) made to our tax qualified
    defined contribution plan.(b)
    
    Consists of a lump sum severance payment of $5,570,672 and an
    additional lump sum payment of $656,667 in lieu of consideration
    under our short-term incentive program for 2006.(c)
    
    Includes (i) accrued vacation of $111,760, plus
    (ii) discounted dental coverage for 36 months;
    executive flex allowance; car allowance; personal home security;
    and the difference between the price paid by Mr. Sturgell
    to purchase his company car and the cars estimated fair
    market value following his separation from service, each of
    which individually had an aggregate incremental cost less than
    $25,000.(d)
    
    Includes executive flex allowance and car allowance, each of
    which individually had an aggregate incremental cost less than
    $25,000.(e)
    
    Consists of a lump sum severance payment of $1,610,000; a lump
    sum payment of $201,250 in lieu of consideration under our
    short-term incentive program for 2006; and a one time retention
    payment equal to $410,805 for services rendered during
    Mr. Batts employment transition period.(f)
    
    Includes executive flex allowance; car allowance; personal home
    security; and club dues, each of which individually had an
    aggregate incremental cost less than $25,000.(g)
    
    Includes executive flex allowance; car allowance; personal home
    security; tax advice payment; cash to pay interest on a third
    party loan; and spousal travel expenses, each of which
    individually had an aggregate incremental cost less than $25,000.(h)
    
    Includes (i) an expatriate premium of $143,758;
    (ii) employer-paid Korean tax deposit of $217,019;
    (iii) employer-provided housing of $148,267;
    (iv) travel reimbursement of $23,963; and (v) storage
    payment of $3,085.(i)
    
    Includes tax advice payment and club dues, each of which
    individually had an aggregate incremental cost less than $25,000.(j)
    
    Includes executive flex allowance; car allowance; and tax advice
    payment, each of which individually had an aggregate incremental
    cost less than $25,000.(k)
    
    Includes executive flex allowance; car allowance; personal home
    security; and cash to pay interest on third party loan, each of
    which individually had an aggregate incremental cost less than
    $25,000.(l)
    
    Consists of a lump sum severance payment of $1,773,240 payable
    under his change in control agreement; a lump sum payment of
    $287,219 in lieu of consideration under our short-term incentive
    program for 2006; and $417,194 paid upon completion of his
    project assignment.(m)
    
    Includes (i) accrued vacation of $107,644,
    (ii) $43,460 for the difference between the price paid by
    Mr. Bark-Jones to purchase his company car and the
    cars estimated fair market value following his 18




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separation from service plus (iii) tax advice services and
    car allowance, each of which individually had an aggregate
    incremental cost less than $25,000.(n)
    
    Consists of (i) a lump sum severance payment of $930,000
    (paid in January 2007); plus (ii) a lump sum payment of
    $68,750 in lieu of consideration under our short-term incentive
    program for 2006.(o)
    
    Includes (i) accrued vacation of $28,846 plus
    (ii) executive flex allowance; car allowance; and personal
    home security, each of which individually had an aggregate
    incremental cost less than $25,000.  (6)
    
    Mr. Monahan received a base salary of $65,000 per
    month while serving as our Interim Chief Executive Officer from
    August 28, 2006 to December 31, 2006. He also received
    directors fees of $217,487, of which $108,333 was paid in
    cash and $109,154 was credited in the form of deferred share
    units and dividend equivalents under the Deferred Share Unit
    Plan for Non-Executive Executive Directors. The Board of
    Directors approved a discretionary bonus of $250,000 during the
    first quarter of 2007 in recognition of Mr. Monahans
    successful management of Novelis and his contributions to the
    sale process.(7)
    
    Mr. Dobson received this payment as an employment signing
    bonus.(8)
    
    Mr. de Weert received this payment as an employment signing
    bonus.  Grants of
    Plan-Based Awards in 2006
    Estimated


All Other


All OtherFuture Payouts


Stock


OptionUnder


Awards:


Awards:





Grant DateNon-Equity


Number of


Number of


Exercise or


Fair ValueIncentive


Shares of


Securities


Base Price


of StockPlan Awards(1)


Stock or


Underlying


of Option


and OptionTarget


Maximum


Units (#)(2)


Options


Awards


AwardsName

Grant Date


($)


($)


(#)(1)


(#)(3)


($/Sh)


($)William T. Monahan


























Brian W. Sturgell






985,000



1,970,000















Rick Dobson






337,500



675,000















9/25/06











19,500











451,42510/26/06















92,500



25.53



962,463Geoffrey Batt






345,000



690,000















Martha Finn Brooks






589,500



1,179,000















9/25/06











28,400











657,46010/26/06















163,230



25.53



1,698,408John F. Morrison






152,350



304,700















10/26/06















32,650



25.53



339,723Arnaud de Weert(4)






329,925



659,850















9/25/06











8,200











189,83010/26/06















43,530



25.53



N/A
(5)Kevin Greenawalt






186,000



372,000















9/25/06











8,200











189,83010/26/06















43,530



25.53



452,930Christopher Bark-Jones






330,458



660,916















Pierre Arseneault






165,000



330,000















     (1)
    
    These columns show the range of payouts available under our
    short-term incentive program for 2006 if the target or maximum
    performance objectives are satisfied, as described under
    Compensation Discussion and Analysis 
    Short-Term (Annual) Incentives. There is no minimum payout
    under our short-term incentive program. The actual amount earned
    for 2006 is reported in our Summary Compensation Table in the
    column titled Non-Equity Incentive Plan Compensation. Amounts
    assume a full-year of service. 19




---



##### Table of Contents



(2)
    
    These amounts represent restricted share units payable under
    each executives recognition agreement dated
    September 25, 2006.(3)
    
    These amounts represent stock options (or SARs in the case of
    Mr. de Weert) granted on October 26, 2006 under the
    2006 Incentive Plan. One-half of the total award is in the form
    of premium award shares and one-half in the form of non-premium
    award shares. See Employment-Related Agreements and
    Certain Employee Benefit Plans  2006 Incentive
    Plan for a discussion of these awards.(4)
    
    Payment is settled in Euros but shown in this table in
    U.S. dollars based on December 29, 2006 exchange rate
    of one U.S. dollar per 1.3197 Euro.(5)
    
    Mr. de Weerts SARs will be settled in cash at the time of
    exercise. Because these SARs are accounted for as liability
    awards (as opposed to equity awards) under SFAS 123(R), we
    have not included the grant date fair value. The value of this
    award at the December 31, 2006 valuation was $508,920.  Employment-Related
    Agreements and Certain Employee Benefit Plans
    Agreement
    with William T. Monahan
    Agreement
    with Brian Sturgell
      Agreement
    with Rick Dobson
   20




---



##### Table of Contents



Agreement
    with Geoffrey Batt
      Agreement
    with Martha Finn Brooks
    Agreement
    with John F. Morrison
    1 2
 21




---



##### Table of Contents



Agreement
    with Arnaud de Weert
    Agreement
    with Kevin Greenawalt
    Agreement
    with Christopher Bark-Jones
      Agreement
    with Pierre Arseneault
   22




---



##### Table of Contents



Change in
    Control Agreements
      Form 10-K.
    
    a lump sum cash amount equal to two times the sum of the
    executives base salary and target short-term incentive
    opportunity, minus the amount of retention-related and severance
    payments, if any, paid or payable to the executive other than
    pursuant to
    his/her
    change in control agreement in order to avoid duplication of
    payments;
    all short-term and long-term incentive awards pursuant to the
    terms of the incentive plan with respect to which such awards
    were issued;
    if the executive is not eligible for retiree medical benefits
    and is covered under our group health plan at the time of
    termination, we will pay an additional lump sum cash amount
    (generally equal to the COBRA premium for 24 months grossed
    up for taxes) in order to assist the executive with the cost of
    post-employment medical continuation coverage;
    continued coverage under our group life plan for 24 months;
    an additional two-years credit for benefit accrual and
    contribution allocation purposes under our qualified and
    non-qualified pension, savings or other retirement plans;
    100% vesting under our qualified and non-qualified retirement
    pension, savings and other retirement plans; and
    a gross-up
    reimbursement for any excise tax liability imposed by
    Section 4999 of the Internal Revenue Code.   23




---



##### Table of Contents



Recognition
    Agreements
    Recognition Shares


Recognition SharesPayable on


Payable onName

December 31, 2007 (#)


December 31, 2008 (#)Martha Finn Brooks


14,200



14,200Rick Dobson


9,750



9,750Arnaud de Weert


4,100



4,100Kevin Greenawalt


4,100



4,100       2006
    Incentive Plan
     24




---



##### Table of Contents



Novelis
    Founders Performance Awards
          Performance ShareName

Units Paid in 2006William T. Monahan

$
0Brian W. Sturgell

$
0Rick Dobson

$
0Geoffrey Batt

$
244,701Martha Finn Brooks

$
478,325John F. Morrison

$
145,008Arnaud de Weert

$
0Kevin Greenawalt

$
145,008Christopher Bark-Jones

$
145,008Pierre Arseneault

$
120,840    25




---



##### Table of Contents



Total
    Shareholders Return Plan
    RestrictedShare UnitsName

Paid in 2006William T. Monahan

$
0Brian W. Sturgell

$
963,987Rick Dobson

$
0Geoffrey Batt

$
87,723Martha Finn Brooks

$
510,834John F. Morrison

$
115,244Arnaud de Weert

$
0Kevin Greenawalt

$
115,244Christopher Bark-Jones

$
391,605Pierre Arseneault

$
122,237  26




---



##### Table of Contents



Outstanding
    Equity Awards at 2006 Fiscal Year-End
    Option Awards

Stock AwardsEquityIncentiveEquity

PlanIncentive

Awards:Plan

Market orAwards:

PayoutNumber of

Value ofNumber









Market

Unearned

Unearnedof

Number of





Number of

Value of

Shares,

Shares,Securities

Securities





Shares or

Shares or

Units or

Units orUnderlying

Underlying





Units of

Units of

Other

OtherUnexercised

Unexercised

Option



Stock that

Stock that

Rights

RightsOptions

Options

Exercise

Option

have not

have not

that have

that have(#)

(#)

Price

Expiration

Vested

Vested

not Vested

not VestedName

Exercisable

Unexercisable

($)

Date

(#)

($) (1)

(#)

($) (1)William T. Monahan






























Brian W. Sturgell


11,692
(2)






18.94



10/18/2010















99,220
(2)






19.03



9/1/2011















138,114
(2)






21.49



9/1/2011















438,751
(2)






23.74



9/1/2011















Rick Dobson






92,500
(3)


25.53



10/25/2013



19,500
(4)


543,075Geoffrey Batt


4,564
(2)






18.94



1/1/2009















19,844
(2)






19.03



1/1/2009















14,883
(2)






21.49



1/1/2009















29,766
(2)






23.74



8/11/2011















Martha Finn Brooks


101,205



33,734
(5)


23.96



8/1/2012



28,400
(4)


790,940



47,500
(6)


1,322,8756,432



19,298
(5)


15.85



9/25/2012















17,859



53,579
(5)


21.49



9/24/2013















38,993



116,981
(5)


23.74



9/22/2014















163,230
(3)


25.53



10/25/2013















John F. Morrison


1,389



4,167
(5)


18.94



10/18/2010











14,400
(6)


401,0403,075



9,228
(5)


19.03



9/26/2011















1,438



4,317
(5)


15.85



9/25/2012















4,167



12,502
(5)


21.49



9/24/2013















7,441



22,325
(5)


23.74



9/22/2014















32,650
(3)


25.53



10/25/2013















Arnaud de Weert






43,530
(3)


25.53



10/25/2013



8,200
(4)


228,370







Kevin Greenawalt


1,389



4,167
(5)


18.94



10/18/2010



8,200
(4)


228,370



14,400
(6)


401,0403,307



9,921
(5)


19.03



9/26/2011















1,570



4,713
(7)


15.85



9/25/2012















4,167



12,502
(7)


21.49



9/24/2013















7,441



22,325
(5)


23.74



9/22/2014















43,530
(3)


25.53



10/25/2013















Christopher Bark-Jones


4,630
(2)






18.94



10/18/2010















2,811
(2)


8,433
(7)


19.03



9/26/2011















5,109
(2)


15,330
(7)


15.85



11/1/2011















13,692
(2)


41,077
(7)


21.49



11/1/2011















31,849
(2)


95,549
(7)


23.74



11/1/2011















Pierre Arseneault


3,373
(2)






18.94



10/18/2010















10,583
(2)






19.03



6/1/2011















8,400
(2)






15.85



6/1/2011















19,646
(2)






21.49



6/1/2011















47,030
(2)






23.74



6/1/2011















  27




---



##### Table of Contents



(1)
    
    Value is based on December 29, 2006 NYSE closing price of
    $27.85 per share.(2)
    
    The options for Messrs. Sturgell, Batt, Bark-Jones, and
    Arseneault include conversion options that vested according to
    the conversion option vesting schedule as well as conversion
    options that vested upon retirement per the terms of the
    Conversion Plan, as amended.(3)
    
    These options (or stock appreciation rights in the case of
    Mr. de Weert) were issued under the 2006 Incentive Plan and
    become vested and exercisable in equal installments on
    October 26, 2007, 2008, 2009 and 2010. Vesting is
    accelerated upon a change in control.(4)
    
    Represents share units payable under the executives
    recognition agreement dated September 25, 2006. The share
    units vest in equal installments on December 31, 2007 and
    December 31, 2008.(5)
    
    Effective with our spin-off from Alcan, these options were
    issued under the 2005 Conversion Plan and become vested and
    exercisable in equal installments on January 6, 2007, 2008
    and 2009. Vesting is accelerated upon a change in control or
    upon retirement.(6)
    
    Represents performance shares under the Founders Performance
    Awards Plan.(7)
    
    Effective with our spin-off from Alcan, these stock appreciation
    rights were issued under the Stock Price Appreciation Unit Plan
    and become vested and exercisable in equal installments on
    January 6, 2007, 2008 and 2009. Vesting is accelerated upon
    a change in control.  Option
    Exercises and Stock Vested in 2006
    Option Awards


Stock AwardsNumber of





Number ofShares





SharesAcquired


Value Realized


Acquired


Value Realizedon Exercise


on Exercise


on Vesting


on VestingName

(#)


($)


(#)


($)(1)William T. Monahan














Brian W. Sturgell


65,700



769,567



40,704
(2)


963,987Rick Dobson














Geoffrey Batt










15,854
(3)


332,424Martha Finn Brooks










45,320
(4)


989,159John F. Morrison










12,066
(5)


260,252Arnaud de Weert














Kevin Greenawalt










12,066
(6)


260,252Christopher Bark-Jones










23,735
(7)


536,613Pierre Arseneault










11,162
(8)


243,077     (1)
    
    All performance shares under the Founders Performance Awards
    Plan and the Total Shareholder Returns Performance Plan are
    settled in cash.(2)
    
    Represents 40,704 performance shares under the Total Shareholder
    Returns Performance Plan.(3)
    
    Represents 12,150 performance shares under the Founders
    Performance Awards Plan and 3,704 performance shares under the
    Total Shareholder Returns Performance Plan.(4)
    
    Represents 23,750 performance shares under the Founders
    Performance Awards Plan and 21,570 performance shares under the
    Total Shareholder Returns Performance Plan.(5)
    
    Represents 7,200 performance shares under the Founders
    Performance Awards Plan and 4,866 performance shares under the
    Total Shareholder Returns Performance Plan.(6)
    
    Represents 7,200 performance shares under the Founders
    Performance Awards Plan and 4,866 performance shares under the
    Total Shareholder Returns Performance Plan. 28




---



##### Table of Contents



(7)
    
    Represents 7,200 performance shares under the Founders
    Performance Awards Plan and 16,535 performance shares under the
    Total Shareholder Returns Performance Plan.(8)
    
    Represents 6,000 performance shares under the Founders
    Performance Awards Plan and 5,162 performance shares under the
    Total Shareholder Returns Performance Plan.  Pension
    Benefits in 2006
    Number ofYears

Present Value

PaymentsCredited

of Accumulated

during LastService

Benefit

Fiscal YearName

Plan Name(1)

(#)

($)(2)

($)William T. Monahan

Not eligible










Brian W. Sturgell

Novelis Pension Plan


17.75
(3)


554,717



Novelis SERP


17.75
(3)


2,059,046



Novelis Pension Plan for Officers


10.17



1,529,350



1,529,350
(4)Rick Dobson

Not eligible










Geoffrey Batt

Supplemental Retirement


2.25



346,994



Arrangement(5)Martha Finn Brooks

Novelis Pension Plan


4.42



80,495



Novelis SERP


4.42



250,285



John F. Morrison

Novelis Pension Plan


25.83



696,933



Novelis SERP


25.83



647,942



Arnaud de Weert

Pensionskasse Alcan Schweiz


0.67



9,428



Kevin Greenawalt

Novelis Pension Plan


23.5



482,506



Novelis SERP


23.5



465,830



Christopher Bark-Jones

Novelis Pension Plan (UK)


0.83



170,388



1,304Novelis Pension Plan for Officers


4.83



402,378



402,378
(6)Pierre Arseneault

Novelis Pension Plan


25.58



522,484



Novelis SERP


25.58



636,950



     (1)
    
    See Compensation Discussion and Analysis  Elements of
    Our Compensation, Employee Benefits for a discussion of these
    plans.(2)
    
    See Note 15 to our audited financial statements for the
    fiscal year ended December 31, 2006, for a discussion of
    the assumptions used in the calculation of these amounts.(3)
    
    Pursuant to Mr. Sturgells severance agreement dated
    December 5, 2005, he will continue to accrue pension
    service through September 1, 2009.(4)
    
    Mr. Sturgells benefit under the Pension Plan for
    Officers was paid in a single lump sum on February 28,
    2007, in connection with his termination of employment.(5)
    
    This arrangement applies solely to Mr. Batt and was
    negotiated as part of his commencement of employment on
    May 18, 2004. The annual lifetime benefit, commencing at
    age 65, is equal to $15,000 times the number of years and
    fractional years of service completed after May 18, 2004.
    In the event of early retirement, the annual benefit will be
    actuarially adjusted applying the early retirement factors under
    the Novelis Pension Plan.(6)
    
    Mr. Bark-Jones benefit under the Pension Plan for
    Officers was paid in a single lump sum on November 23,
    2006, in connection with his termination of employment. 29




---



##### Table of Contents



Years of Service10


15


20


25


30


35U.S. Pension Plan


17
%


25
%


34
%


42
%


51
%


59
%U.K. Pension


17
%


26
%


35
%


43
%


52
%


60
%Swiss Pension Scheme


18
%


27
%


36
%


45
%


54
%


63
%Pension Plan for Officers


30
%


40
%


50
%


50
%


50
%


50
%   Nonqualified
    Deferred Compensation
    Potential
    Payments Upon Termination or Change in Control
      Rick Dobson(1)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orExecutive


us for Cause


Cause


Control


DisabilityType of Payment

($)


($)


($)


($)


($)Short-Term Incentive Pay


140,625
(2)






140,625
(2)


140,625
(2)


140,625
(2)Severance










675,000
(3)


1,575,000
(4)


Retirement plans














78,750
(5)


Lump sum cash payment for
    continuation of health coverage














53,976
(6)


Continued group life insurance
    coverage














1,620
(7)


Change in control tax
    gross-up














930,744
(8)


Accelerated vesting of outstanding
    stock options














214,600
(9)


214,600
(9)Total


140,625







815,625



2,995,315



355,225  30




---



##### Table of Contents



(1)
    
    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 December 31, 2006). Mr. Dobson was not eligible for
    retirement on December 31, 2006.(2)
    
    This amount represents 100% of the executives target
    short-term incentive opportunity for 2006, prorated for his
    service.(3)
    
    This amount is equal to 150% of executives annual base
    salary and would be paid pursuant to the executives
    Recognition Agreement.(4)
    
    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.(5)
    
    This amount is equal to the present value of two additional
    years 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 December 31, 2006.(6)
    
    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 24 months
    times the COBRA premium rate in effect at December 31,
    2006, grossed up for applicable taxes using an assumed tax rate
    of 40%.(7)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to two additional years of
    coverage under our group life insurance plan.(8)
    
    The executives Change in Control Agreement provides that
    we will gross him up for any tax imposed under Section 4999
    of the Internal Revenue Code. The amount shown in this table is
    estimated using the highest marginal federal, state and local
    tax rate and taking into account the effect of any loss of
    personal exemptions resulting from receipt of the
    gross-up
    payment.(9)
    
    The amounts are based on the NYSE closing price on
    December 29, 2006 of $27.85 per share.  Martha Finn Brooks(1)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

us Without

Change in

Death orExecutive

us for Cause

Cause

Control

DisabilityType of Payment

($)

($)

($)

($)

($)Short-Term Incentive Pay


589,500
(2)






589,500
(2)


589,500
(2)


589,500
(2)Severance










982,500
(3)


2,489,000
(4)


Retirement plans














390,740
(5)


Lump sum cash payment for
    continuation of health coverage














53,976
(6)


Continued group life insurance
    coverage














4,149
(7)


Change in control tax
    gross-up


















Accelerated vesting of outstanding
    stock options














1,563,050(8
)


1,563,050
(8)(Death
)378,694
(8)(Disability
)Total


589,500







1,572,000



5,090,415



2,152,550(Death
)968,194(Disability
)  31




---



##### Table of Contents



(1)
    
    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 $50,385
    at December 31, 2006). Ms. Brooks was not eligible for
    retirement on December 31, 2006.(2)
    
    This amount represents 100% of the executives target
    short-term incentive opportunity for 2006.(3)
    
    This amount is equal to 150% of executives annual base
    salary and would be paid pursuant to the executives
    Recognition Agreement.(4)
    
    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.(5)
    
    This amount is equal to the present value of two additional
    years 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 December 31, 2006.(6)
    
    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 24 months
    times the COBRA premium rate in effect at December 31,
    2006, grossed up for applicable taxes using an assumed tax rate
    of 40%.(7)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to two additional years of
    coverage under our group life insurance plan.(8)
    
    The amounts are based on the NYSE closing price on
    December 29, 2006 of $27.85 per share.  32




---



##### Table of Contents



John F. Morrison(1)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection with

Retirement,Termination by

Termination by

us Without

Change in

Death orExecutive

us for Cause

Cause

Control

DisabilityType of Payment

($)

($)

($)

($)

($)Short-Term Incentive Pay


152,350
(2)






152,350
(2)


152,350
(2)


152,350
(2))Severance














858,700
(3)


Retirement Plans


















Lump sum cash payment for
    continuation of health coverage


















Continued group life insurance
    coverage


















Change in control tax
    gross-up


















Accelerated vesting of outstanding
    stock appreciation rights














417,339
(4)


341,591
(4)(Retirement
)417,339
(4)(Death
)75,748
(4)(Disability
)Total


152,350







152,350



1,428,389



493,941(Retirement
)569,689(Death
)228,098(Disability
)     (1)
    
    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 $21,208
    at December 31, 2006). Mr. Morrison was eligible for
    retirement on December 31, 2006. See the Pension Benefits
    table for pension benefits accrued as of December 31, 2006.(2)
    
    This amount represents 100% of the executives target
    short-term incentive opportunity for 2006.(3)
    
    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.(4)
    
    The amounts are based on the NYSE closing price on
    December 29, 2006 of $27.85 per share.  33




---



##### Table of Contents



Arnaud de Weert(1)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orExecutive


us for Cause


Cause


Control


DisabilityType of Payment

($)


($)


($)


($)


($)Short-Term Incentive Pay


329,925
(2)






329,925
(2)


329,925
(2)


329,925
(2)Severance










791,820
(3)


1,715,610
(4)


Retirement plans














137,054
(5)


Lump sum cash payment for
    continuation of health coverage














53,976
(6)


Continued group life insurance
    coverage


















Change in control tax
    gross-up


















Accelerated vesting of outstanding
    stock appreciation rights














100,990
(7)


100,990
(7)Total


329,925







1,121,745



2,337,555



430,915     (1)
    
    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 $40,606
    at December 31, 2006). Mr. de Weert was not eligible
    for retirement on December 31, 2006.(2)
    
    This amount represents 100% of the executives target
    short-term incentive opportunity for 2006.(3)
    
    This amount is equal to 150% of executives annual base
    salary and would be paid pursuant to the executives
    Recognition Agreement.(4)
    
    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.(5)
    
    This amount is equal to the present value of two additional
    years 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 December 31, 2006.(6)
    
    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 24 months
    times the COBRA premium rate in effect at December 31,
    2006, grossed up for applicable taxes using an assumed tax rate
    of 40%.(7)
    
    The amounts are based on the NYSE closing price on
    December 29, 2006 of $27.85 per share.  34




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##### Table of Contents



Kevin Greenawalt(1)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary



Termination by

Connection withTermination by

Termination by

us Without

Change in

Death orExecutive

us for Cause

Cause

Control

DisabilityType of Payment

($)

($)

($)

($)

($)Short-Term Incentive Pay


186,000
(2)






186,000
(2)


186,000
(2)


186,000
(2)Severance










465,000
(3)


992,000
(4)


Retirement plans














378,942
(5)


Lump sum cash payment for
    continuation of health coverage














53,976
(6)


Continued group life insurance
    coverage














2,769
(7)


Change in control tax
    gross-up


















Accelerated vesting of outstanding
    stock options and Stock Price Appreciation Units














453,445
(8)


453,445
(8)(Death
)100,990
(8)(Disability
)Total


186,000







651,000



2,067,132



639,445(Death
)286,990(Disability
)     (1)
    
    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 $23,846
    at December 31, 2006). Mr. Greenawalt was not eligible
    for retirement on December 31, 2006.(2)
    
    This amount represents 100% of the executives target
    short-term incentive opportunity for 2006.(3)
    
    This amount is equal to 150% of executives annual base
    salary and would be paid pursuant to the executives
    Recognition Agreement.(4)
    
    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.(5)
    
    This amount is equal to the present value of two additional
    years 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 December 31, 2006.(6)
    
    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 24 months
    times the COBRA premium rate in effect at December 31,
    2006, grossed up for applicable taxes using an assumed tax rate
    of 40%.(7)
    
    The executives Change in Control Agreement provides that
    the executive will be entitled to two additional years of
    coverage under our group life insurance plan.(8)
    
    The amounts are based on the NYSE closing price on
    December 29, 2006 of $27.85 per share. 35




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##### Table of Contents



Director
    Compensation
           36




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##### Table of Contents



Fees Earned





All Otheror Paid in Cash


Stock Awards


Compensation


TotalName

($)


($)(1)


($)(2)


($)Edward A. Blechschmidt






80,282







80,282Jacques Bougie, O.C.






126,616







126,616Charles G. Cavell


76,555



77,390







153,945Clarence J. Chandran






151,616







151,616C. Roberto Cordaro


75,000



75,808



535



151,343Helmut Eschwey


75,000



75,808



535



151,343David J. Fitzpatrick


77,500



78,215



535



156,250Suzanne Labarge


87,500



88,443







175,943Patrick J. Monahan(3)














William T. Monahan


108,333
(4)


109,154
(4)






217,487
(4)J.E. Newall, O.C.






146,202







146,202Sheldon Plener(3)














Rudolf Rupprecht


76,555



77,390







153,945Kevin Twomey


46,350



46,365







92,715John Watson






41,622







41,622Edward V. Yang


76,555



77,390



535



154,480     (1)
    
    This column reflects the value of each directors fees
    credited under the Deferred Share Unit Plan for Non-Executive
    Directors (plus dividend equivalents) and recognized for
    financial statement reporting purposes for the fiscal year ended
    December 31, 2006, in accordance with SFAS 123(R)
    (excluding the impact of estimated forfeitures, if any). The
    deferred share units granted in 2006 have a weighted average
    grant date fair value of $22.77 per share. Deferred share
    units are fully vested at all times and are not subject to
    forfeiture. The number of deferred share units credited to each
    director under the Deferred Share Unit Plan for Non-Executive
    Directors is as follows:  2006 Deferred Share


Aggregate DeferredName

Units (#)


Share Units (#)Edward A. Blechschmidt


3,197



3,197Jacques Bougie, O.C.


5,725



12,521Charles G. Cavell


3,398



6,909Clarence J. Chandran


6,647



13,443C. Roberto Cordaro


3,323



6,721Helmut Eschwey


3,323



6,721David J. Fitzpatrick


3,428



6,339Suzanne Labarge


3,877



7,842Patrick J. Monahan






William T. Monahan


4,706



8,103J.E. Newall, O.C.


7,054



22,911Sheldon Plener






Rudolf Rupprecht


3,398



6,909Kevin Twomey


1,892



1,892John Watson


1,622



1,622Edward V. Yang


3,398



6,909   (2)
    
    This column represents expenses paid by us for the preparation
    of 2005 Canadian nonresident tax returns. 37




---



##### Table of Contents



(3)
    
    Patrick J. Monahan and Sheldon Plener were appointed to the
    Board of Directors effective December 26, 2006.(4)
    
    Mr. Monahan received a base salary of $65,000 per
    month while serving as our Interim Chief Executive Officer from
    August 28, 2006 to December 31, 2006. He also received
    directors fees of $217,487, of which $108,333 was paid in
    cash and $109,154 was credited in the form of deferred share
    units and dividend equivalents under the Deferred Share Unit
    Plan for Non-Executive Executive Directors. The Board of
    Directors approved a discretionary bonus of $250,000 during the
    first quarter of 2007 in recognition of Mr. Monahans
    successful management of Novelis and his contribution to the
    sale process.  Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K.
  
    a member of the compensation 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 Human Resources
    Committee;
    a director of another entity, one of whose executive officers
    served on our Human Resources Committee; or
    a member of the compensation 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 Stockholder Matters  Share
    Ownership of Certain Beneficial Owners
    Common SharesBeneficially

Percentage ofName and Address of Beneficial Owner

Owned

Class*Noonday Asset Management, LP and
    Farallon Capital Management, LLC(1)


4,790,000



6.4
%     *
    
    As of March 23, 2007, we had 75,350,963 common shares
    outstanding.(1)
    
    The following information is based on a Schedule 13D filed
    on March 19, 2007 with the Securities and Exchange
    Commission by Noonday Asset Management, LP and Farallon Capital
    Management, LLC on behalf of themselves and certain related
    parties. The address of Noonday Asset Management, LP is
    227 West Trade Street, Suite 2140, Charlotte, NC
    28202. The address for Farallon Capital Management, LLC is One
    Maritime Plaza, Suite 2100 San Francisco, California
    94111. The Form 13D indicates that Noonday Asset
    Management, LP is the beneficial owner of 4,790,000 common
    shares. Noonday Asset Management, LP has shared voting power
    over 4,790,000 common shares and has shared dispositive power
    over 4,790,000 common shares. 38




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##### Table of Contents



Share
    Ownership of Directors and Executive Officers
        Shares Beneficially


PercentageName of Beneficial Owner

Owned


of ClassEdward A. Blechschmidt, Director
    and Acting Chief Executive Officer(1)


3,197



*William T. Monahan, Chairman of
    the Board(2)


11,104



*Charles G. Cavell, Director(3)


6,909



*Clarence J. Chandran, Director(4)


14,243



*C. Roberto Cordaro, Director(5)


6,722



*Helmut Eschwey, Director(6)


6,722



*David J. FitzPatrick, Director(7)


11,339



*Suzanne Labarge, Director(8)


10,842



*Patrick J. Monahan, Director


0



*Sheldon Plener, Director


0



*Rudolf Rupprecht, Director(9)


6,909



*Kevin M. Twomey, Director(10)


1,892



*Edward V. Yang, Director(11)


6,909



*Martha Finn Brooks, Chief
    Operating Officer


264,021



*Rick Dobson, Chief Financial
    Officer


0



*Arnaud de Weert, Senior Vice
    President and President  Europe


0



*Kevin Greenawalt, Senior Vice
    President and President  North America


24,304



*Brian W. Sturgell, Former Chief
    Executive Officer(12)


34,264



*Geoffrey Batt, Former Chief
    Financial Officer(13)


0



*John F. Morrison, Senior Vice
    President and President  Asia(14)


38,348



*Christopher Bark-Jones, Former
    Senior Vice President and President  Europe(15)


0



*Pierre Arseneault, Former Vice
    President Strategic Planning & IT(16)


0



*Directors and current executive
    officers as a group (22 persons)(17)


447,725



*     *
    
    Indicates less than 1% of the common shares.**
    
    As of March 20, 2007, we had 75,350,963 common shares
    outstanding.(1)
    
    Includes 3,197 DDSUs. See Directors
    Compensation.(2)
    
    Includes 8,103 DDSUs. See Directors
    Compensation.(3)
    
    Includes 6,909 DDSUs. See Directors
    Compensation. 39




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##### Table of Contents



(4)
    
    Includes 13,443 DDSUs. See Directors
    Compensation.(5)
    
    Includes 6,721 DDSUs. See Directors
    Compensation.(6)
    
    Includes 6,721 DDSUs. See Directors
    Compensation.(7)
    
    Includes 6,339 DDSUs. See Directors
    Compensation.(8)
    
    Includes 7,842 DDSUs. See Directors
    Compensation.(9)
    
    Includes 6,909 DDSUs. See Directors
    Compensation.(10)
    
    Includes 1,892 DDSUs. See Directors
    Compensation.(11)
    
    Includes 6,909 DDSUs. See Directors
    Compensation.(12)
    
    Because Mr. Sturgell is no longer employed by the Company,
    we do not track his open market purchases or sales of his
    Novelis common shares. However, upon his departure from the
    Company, Mr. Sturgell owned 34,264 shares (including
    14,957 shares through the Employee Savings and Retirement
    Plan). Mr. Sturgell has exercised all of his options since
    his departure.(13)
    
    Because Mr. Batt is no longer employed by the Company, we
    do not track his open market purchases or sales of his Novelis
    common shares. Mr. Batt has exercised all of his options
    since his departure.(14)
    
    Because Mr. Morrison is no longer employed by the Company,
    we do not track his open market purchases or sales of his
    Novelis common shares. Mr. Morrison owns 38,348
    unexercised, vested options.(15)
    
    Because Mr. Bark-Jones is no longer employed by the
    Company, we do not track his open market purchases or sales of
    his Novelis common shares. Mr. Bark-Jones has exercised all
    of his options since his departure.(16)
    
    Because Mr. Arseneault is no longer employed by the
    Company, we do not track his open market purchases or sales of
    his Novelis common shares. Mr. Arseneault has exercised all
    of his options since his departure.(17)
    
    Includes 86,788 DDSUs held by our directors as a group.  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number ofSecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of





Compensation PlansSecurities to be


Weighted-Average


(ExcludingIssued Upon


Exercise Price of


SecuritiesExercise of Options


Outstanding Options


Reflected in FirstPlan Category

and DDSUs


and DDSUs


Column)Equity compensation plans approved
    by security holders(1)Novelis Conversion Plan of 2005(2)


2,514,277


$
21.84




(2)Novelis Inc. Deferred Share Unit
    Plan for Non-Executive Directors(3)


112,039



N/A



N/ANovelis 2006 Incentive Plan(4)


858,500


$
25.53



5,760,410
(4)Equity compensation plans not
    approved by security holders


None



None



None  40




---



##### Table of Contents



(1)
    
    The Novelis Conversion Plan of 2005 and the Novelis Inc.
    Deferred Share Unit Plan for Non-Executive Directors were
    approved by Alcan, as our sole shareholder, prior to the
    spin-off date.(2)
    
    On January 5, 2005, our Board of Directors adopted the
    Novelis 2005 Conversion Plan (Conversion Plan) to allow for all
    Alcan stock options held by employees of Alcan who became
    employees of Novelis following our spin-off from Alcan to be
    replaced with options to purchase our common shares and for new
    options to be granted. There were no new options granted in 2005
    or 2006 under the Conversion Plan. No future awards will be
    granted under the Conversion Plan. In the case of a change in
    control, vesting of stock options will accelerate.(3)
    
    On January 5, 2005, our Board of Directors adopted the
    Deferred Share Unit Plan for Non-Executive Directors. Fifty
    percent of our non-executive directors compensation is
    required to be paid in the form of DDSUs, and 50% in the form of
    either cash, additional DDSUs or a combination of the two at the
    election of each non-executive director. DDSUs are the economic
    equivalent of shares. The DDSUs are redeemable only upon
    termination of the directorship and may be redeemed in cash,
    shares or a combination of both, at the election of the
    non-executive director. The amount to be paid by us upon
    redemption will be calculated by multiplying the accumulated
    balance of DDSUs by the average per share price of our shares on
    the Toronto adjusted for the noon exchange rate and New York
    Stock exchanges on the last five trading days prior to the
    redemption date. As of December 31, 2006, approximately
    100,982 DDSUs had been granted with an additional
    11,057 units granted January 1, 2007, all for services
    rendered in 2006.(4)
    
    At our annual shareholders meeting on October 26, 2006, our
    shareholders approved the 2006 Incentive Plan to effectively
    replace the Conversion Plan and Stock Price Appreciation Unit
    Plan. Under the 2006 Incentive Plan, up to an aggregate number
    of 7,000,000 shares of Novelis common stock are authorized
    to be issued in the form of stock options, SARs, restricted
    shares, restricted share units, performance shares and other
    share-based incentives.On October 26, 2006, our Board of Directors authorized a grant
    of an aggregate of 885,170 seven-year non-qualified stock
    options under the 2006 Incentive Plan at an exercise price of
    $25.53 to certain of our executive officers and key employees.
    These options are comprised of equal portions of premium and
    non-premium options. Both the premium and non-premium options
    vest ratably in 25% annual increments over a four year period
    measured from October 26, 2006, and may be exercised, in
    whole or in part, once vested. However, while the premium and
    non-premium options carry the same exercise price of $25.53, in
    no event may the premium options be exercised unless the fair
    market value per share, as defined in the 2006 Incentive Plan,
    on the business day preceding the exercise date equals or
    exceeds $28.59. If the participant retires before
    October 6, 2007, the options will be forfeited. If the
    participant retires on or after October 6, 2007, the
    options will continue to vest in accordance with the vesting
    schedule, but must be exercised no later than the third
    anniversary following the participants retirement date. In
    the event of the participants death or disability, all of
    the options will become immediately vested, but must be
    exercised no later than the first anniversary following the
    participants termination of employment. All of the options
    become immediately vested and exercisable, without regard to the
    per share price restriction on premium options, upon a change in
    control of the Company.  Hindalco
    Transaction
  2 3
 41




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K/A,
      Item 14.
    Principal
    Accountant Fees and Services  Audit
    Fees
      
    Audit Fees:$13,597,000 (for the fiscal year
    ended December 31, 2006) and $12,975,000 (for the
    fiscal year ended December 31, 2005) for professional
    services and fees rendered 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 years.
    Audit-Related Fees:$91,000 (for the plan year
    ended December 31, 2005) for assurance-related
    services for audits of employee benefit plans.
    All Other Fees:$14,000 (for the fiscal year
    ended December 31, 2006) and $18,000 (for the fiscal
    year ended December 31, 2005) for fees related to an
    on-line research tool.    Pre-Approval
    of Audit and Permissible Non-Audit Services
   42




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(3)
    Exhibits
  ExhibitNo.

Description31
.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  43




---



##### Table of Contents



SIGNATURE      By:
    /s/  Rick
    Dobson   Title:
    Chief Financial Officer   44




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNo.

Description31
.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  45