##### 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 1934
 For the fiscal year ended December 31, 2005
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For 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 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 
Common Share Purchase Rights
    
    New York Stock Exchange
New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
None
 o þ
 o þ
 o þ
 þ
  o o þ
 o þ




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EXPLANATORY NOTE
      1




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TABLE OF CONTENTS  PART IIItem 9A. Controls and ProceduresPART IIIItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATUREEXHIBIT INDEXEX-31.1 SECTION 302, CERTIFICATION OF THE PEOEX-31.2 SECTION 302, CERTIFICATION OF THE PFOEX-32.1 SECTION 906, CERTIFICATION OF THE PEOEX-32.2 SECTION 906, CERTIFICATION OF THE PFO    Table of Contents  
 PART II
 
 Item 9A. Controls and Procedures
   Evaluation of disclosure controls and procedures
  Material weaknesses
  Internal Control-Integrated Framework
  2




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
    
    Lack of sufficient resources in our accounting and finance organization.We lacked a
sufficient complement of personnel with a level of financial reporting expertise
commensurate with our financial reporting requirements, which resulted in our not
maintaining effective controls over the financial statement close and reporting process.
Specifically, as a result of our separation from Alcan, which involved a series of complex
transactions, including corporate restructurings and refinancing activities, we lacked
sufficient resources to properly perform the quarterly and annual financial statement close
processes, including the review of certain account reconciliations and financial statement
preparation and disclosures. Further, we did not maintain an effective internal audit
function. Following our separation from Alcan, there was a lack of leadership of the
internal audit function and lack of independence of internal audit personnel from the
finance and accounting function due to the lines of reporting, which impacted the
effectiveness of the monitoring of our internal control over financial reporting. This
control deficiency contributed to the material weaknesses discussed below.
    
    Inadequate monitoring of non-routine and non-systematic transactions.We did not have
effective controls in place to monitor and accurately record non-routine and non-systematic
transactions. Specifically, the accounting for the spin-related capital and debt
transactions required to form Novelis was not adequately monitored to ensure that these
transactions were appropriately accounted for in accordance with GAAP. This control
deficiency primarily affected Additional paid-in capital, Currency translation adjustments
and Income taxes.
    
    Accounting for accrued expenses.We did not maintain effective controls over the
completeness and accuracy of certain of our accrued liabilities and related expense
accounts, in particular, the ongoing monitoring of developments affecting our accrued
liabilities. Specifically, lines of communication between our internal legal department and
external counsel in Brazil were inadequate to timely identify and accurately report new
developments in legal proceedings to ensure they were accounted for in accordance with GAAP.
In addition, we did not maintain effective controls to ensure that liabilities related to
Brazilian labor claims were accurately presented and appropriately reviewed to ensure
recognition in the proper period in accordance with GAAP. These matters primarily affected
Accrued expenses and other current liabilities, Other long-term liabilities, Cost of sales
and operating expenses and Other income  net.
    
    Accounting for Income Taxes.We did not maintain effective controls over the
completeness, accuracy, presentation and disclosure of our accounting for income taxes,
including the determination of income tax expense, income taxes payable and deferred income
tax assets and liabilities. Specifically, we did not maintain effective controls to (1)
timely record additional income taxes related to the deemed disposal of goodwill, (2)
account for income taxes on the currency translations related to intercompany loans to our
European subsidiaries, (3) ensure that proper allocation of currency gains/losses between
capital and operating were used in calculating the quarterly effective tax rate, and (4)
account for certain Brazilian tax loss carryforwards. This control deficiency affected
Income taxes, Accrued income taxes, Deferred income taxes and Accumulated other
comprehensive income.
    
    Accounting for derivative transactions.We did not maintain effective controls over the
evaluation, documentation and accounting for derivative transactions, including transactions
that we attempted to qualify for hedge accounting, in compliance with GAAP, which affected
the accounting for Fair value of derivative contracts, Cost of sales and operating expenses,
Other income  net, and Other comprehensive income (loss).
  3




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Other Disclosure Control and Procedures Deficiencies
  Remediation efforts
  Efforts to strengthen accounting and finance department through additional professional
staff.
 Hiring of chief internal auditor.
 Use of outside consultants and advisors.
 Increased communication internally and with outside advisors.
 Enhanced efforts to identify non-routine transactions.
 4




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Disclosure controls and procedures improvements.
 Corporate level review.
   Changes in internal control over financial reporting and related matters
   5




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PART III
 
 Item 11. Executive Compensation
 Directors Compensation
       Portion of FeesPaid in the Form of
    
    Portion of Fees
    
    Amount of FeesName
    
    DDSUs
    
    Paid in Cash
    
    Paid in Cash (US$)Edward Blechschmidt
    
    
    100
    %
    
    
    0
    %
    
    
    Jacques Bougie, O.C
    
    
    100
    %
    
    
    0
    %
    
    
    Charles G. Cavell
    
    
    50
    %
    
    
    50
    %
    
    
    77,500Clarence J. Chandran
    
    
    100
    %
    
    
    0
    %
    
    
    C. Roberto Cordaro
    
    
    50
    %
    
    
    50
    %
    
    
    75,000Helmut Eschwey
    
    
    50
    %
    
    
    50
    %
    
    
    75,000David J. FitzPatrick
    
    
    50
    %
    
    
    50
    %
    
    
    64,583Suzanne Labarge
    
    
    50
    %
    
    
    50
    %
    
    
    87,500William T. Monahan
    
    
    50
    %
    
    
    50
    %
    
    
    75,000
 6




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Portion of FeesPaid in the Form of
    
    Portion of Fees
    
    Amount of FeesName
    
    DDSUs
    
    Paid in Cash
    
    Paid in Cash (US$)J.E. Newall
    
    
    100
    %
    
    
    0
    %
    
    
    Rudolf Rupprecht
    
    
    50
    %
    
    
    50
    %
    
    
    77,500Kevin Twomey
    
    
    50
    %
    
    
    50
    %
    
    
    Edward Yang
    
    
    50
    %
    
    
    50
    %
    
    
    77,500
 Executive Compensation
  Base Salary
  Short-Term (Annual) Incentives
      Long-Term Incentives
  7




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Stock Options
  Stock Price Appreciation Units
  Novelis Founders Performance Awards
    8




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Summary Compensation Table
  Long-TermCompensation AwardsAnnual Compensation
    
    
    
    
    
    SharesBonus
    
    
    
    
    
    
    
    
    
    Under(Executive
    
    
    
    
    
    
    
    
    
    Options
    
    AllPerformance
    
    Other Annual
    
    Restricted
    
    Granted/
    
    OtherSalary
    
    Award)
    
    Compensation(1)
    
    Share Units
    
    SPAUs(2)
    
    Compensation(3)Name And Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)Brian W. Sturgell
    
    
    2005
    
    
    
    985,000
    
    
    
    820,147
    
    
    
    426,371
    (4)
    
    
    3,876,090
    (5)
    
    
    
    
    
    
    223,157
    (7)(President and Chief
    
    
    2004
    
    
    
    781,200
    
    
    
    932,257
    
    
    
    280,686
    (4)
    
    
    
    
    
    
    438,751
    
    
    
    41,301Executive Officer)
    
    
    2003
    
    
    
    600,000
    
    
    
    561,845
    
    
    
    254,115
    (4)
    
    
    347,212
    (6)
    
    
    138,114
    
    
    
    29,679Martha Finn Brooks
    
    
    2005
    
    
    
    655,000
    
    
    
    716,252
    
    
    
    298,669
    (8)
    
    
    1,828,600
    (5)
    
    
    
    
    
    
    1,889,844
    (9)(Chief Operating Officer)
    
    
    2004
    
    
    
    514,400
    
    
    
    631,538
    
    
    
    50,723
    (8)
    
    
    
    
    
    
    155,974
    
    
    
    14,6662003
    
    
    
    440,000
    
    
    
    445,608
    
    
    
    32,661
    
    
    
    
    
    
    
    71,438
    
    
    
    16,440Christopher Bark-Jones
    
    
    2005
    
    
    
    440,611
    
    
    
    472,667
    
    
    
    20,289
    
    
    
    1,440,034
    (5)
    
    
    
    
    
    
    (President  European
    
    
    2004
    
    
    
    440,600
    
    
    
    395,210
    
    
    
    43,892
    
    
    
    
    
    
    
    127,398
    
    
    
    Operations)(12)
    
    
    2003
    
    
    
    375,000
    
    
    
    465,972
    
    
    
    9,659
    
    
    
    
    
    
    
    54,769
    
    
    
    8,348Kevin Greenawalt
    
    
    2005
    
    
    
    310,000
    
    
    
    317,205
    
    
    
    18,450
    
    
    
    439,044
    (5)
    
    
    
    
    
    
    11,933(President  North
    
    
    2004
    
    
    
    255,400
    
    
    
    192,850
    
    
    
    582,751
    (10)
    
    
    
    
    
    
    29,766
    
    
    
    15,655American Operations)
    
    
    2003
    
    
    
    230,800
    
    
    
    175,440
    
    
    
    381,849
    (10)
    
    
    
    
    
    
    16,669
    
    
    
    16,922David Godsell
    
    
    2005
    
    
    
    310,000
    
    
    
    275,244
    
    
    
    129,590
    (11)
    
    
    211,582
    
    
    
    
    
    
    
    13,604(Vice President, Human
    
    
    2004
    
    
    
    225,850
    
    
    
    148,781
    
    
    
    15,802
    
    
    
    
    
    
    
    18,455
    
    
    
    14,817Resources
and Environment, Health and
Safety)
    
    
    2003
    
    
    
    216,263
    
    
    
    98,762
    
    
    
    13,646
    
    
    
    
    
    
    
    8,930
    
    
    
    13,751
 
 (1)
    
    In addition to tax equalization payments and perquisites listed
separately below, amounts included in this column for one or more
Named Executive Officers include the following perquisites that are
either in the aggregate valued at the lesser of $50,000 or 10% of the
Named Executive Officers total salary and bonus or represent less
than 25% of the perquisites reported for a given year: amounts
relating to professional financial advice, club memberships,
automobile allowance, education expenses, relocation allowances,
housing expenses (including interest on housing-related loans
transferred to third party financial institutions) and cash payments
to be used for perquisites at the Named Executive Officers
discretion.(2)
    
    See  Long-Term Incentives  Stock Options above for a description
of the Conversion Plan and  Long-Term Incentives  Stock Price
Appreciation Units above for a description of the Stock Price
Appreciation Unit Plan. On January 6, 2005, Alcan stock options held
by employees of Alcan who became our employees following our spin-off
from Alcan were replaced with options to purchase our common shares.
The number of options shown for periods prior to 2005 have been recast
from the number of Alcan options granted into the as-converted number
of Novelis options. On January 6, 2005, all Alcan SPAUs held by our
employees were replaced with Novelis SPAUs. The number of SPAUs for
periods prior to 2005 have been recalculated from the number of Alcan
SPAUs granted into the as-converted number of Novelis SPAUs. 9




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(3)
    
    In addition to the other amounts stated separately below, All Other
Compensation for each of our Named Executive Officers for 2005
includes: 
    
    savings plan contributions; and
 
    
    amounts paid by us for term life insurance.
  Savings Plan
    
    LifeContributions
    
    InsuranceName
    
    ($)
    
    ($)Brian W. Sturgell
    
    
    57,614
    
    
    
    16,452Martha Finn Brooks
    
    
    22,509
    
    
    
    2,644Christopher Bark-Jones
    
    
    0
    
    
    
    0Kevin Greenawalt
    
    
    10,617
    
    
    
    1,316David Godsell
    
    
    11,196
    
    
    
    2,408
 
 (4)
    
    Amounts include $393,941 (in 2005), $254,756 (in 2004) and $219,155
(in 2003) for tax equalization payments (i.e., amounts paid such that
net income after taxes was not less than it would have been in the
United States).(5)
    
    The Named Executive Officers were participants in the Alcan Total
Shareholder Returns Performance Plan (TSR Plan) prior to the spin-off.
On January 6, 2005, our employees who were Alcan employees immediately
prior to the spin-off and who were eligible to participate in the
Alcan TSR Plan ceased to actively participate in and accrue benefits
under the TSR Plan. The accrued award amounts for each participant in
the TSR Plan were converted into Novelis restricted share units. The
then current three-year performance periods, namely 2002  2005 and
2003  2006, were truncated as of the date of the spin-off. At the end
of each performance period, each holder of restricted share units will
receive the net proceeds based on our common share price at that time,
including declared dividends. The number of restricted share units
granted to our Named Executive Officers and the dollar value of such
restricted share units as of January 6, 2005 was as follows: Restricted
    
    Value of RestrictedShare Units
    
    Share UnitsName
    
    (#)
    
    ($)Brian W. Sturgell
    
    
    166,213
    
    
    
    3,876,090Martha Finn Brooks
    
    
    78,413
    
    
    
    1,828,600Christopher Bark-Jones
    
    
    61,751
    
    
    
    1,440,034Kevin Greenawalt
    
    
    18,827
    
    
    
    439,044David Godsell
    
    
    9,073
    
    
    
    211,582
 
 (6)
    
    Represents the value, at the time of the grant, of restricted share units granted prior
to our spin-off from Alcan. These restricted share units vested in full and were paid
in January 2005.(7)
    
    Includes $149,092 that we were obligated to pay under an Alcan employee compensation
plan as part of our spin-off from Alcan. No future payments will be required under the
plan.(8)
    
    Amounts for 2005 include reimbursement of relocation expenses of $266,245. Amounts for
2004 include $18,211 for tax equalization.(9)
    
    Includes $1,864,691 for the cash payout of deferred share units received prior to the
spin-off that were converted to Novelis deferred share units as part of the spin-off.
The deferred units vested and were paid in August 2005.(10)
    
    Amounts include $369,293 (in 2004) and $154,815 (in 2003) for tax equalization payments.(11)
    
    Amounts for 2005 include reimbursement of relocation expenses of $123,896.(12)
    
    Chris Bark-Jones stepped down as Senior Vice President and President  European
Operations on May 1, 2006. 10




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Fiscal Year-End Option/SPAU Table
  Value of UnexercisedIn-the-MoneyShares Underlying Unexercised
    
    Options and SPAUsOptions and SPAUs
    
    on December 31,on December 31, 2005(1)
    
    2005(1)Name
    
    (#)
    
    ($)Brian W. Sturgell
    
    Options (E):
    
    
    
    
    
    E:
    
    
    (President
and Chief Executive Officer)
    
    Options (U):
    
    
    753,477
    
    
    U:
    
    
    508,995Martha Finn Brooks
    
    Options (E):
    
    
    89,960
    
    
    E:
    
    
    (Chief Operating Officer)
    
    Options (U):
    
    
    298,121
    
    
    U:
    
    
    129,679Christopher Bark-Jones
    
    Options (E):
    
    
    
    
    
    E:
    
    
    (President
 European Operations)
    
    Options (U):
    
    
    4,630
    
    
    U:
    
    
    9,029SPAUs (E):
    
    
    
    
    
    E:
    
    
    SPAUs (U):
    
    
    213,850
    
    
    U:
    
    
    123,926Kevin Greenawalt
    
    Options (E):
    
    
    
    
    
    E:
    
    
    (President
 North American Operations)
    
    Options (U):
    
    
    48,550
    
    
    U:
    
    
    35,438SPAUs (E):
    
    
    
    
    
    E:
    
    
    SPAUs (U):
    
    
    22,952
    
    
    U:
    
    
    31,666David Godsell
    
    Options (E):
    
    
    3,969
    
    
    E:
    
    
    (Vice
President, Human Resources and Environment, Health and Safety)
    
    Options (U):
    
    
    41,604
    
    
    U:
    
    
    43,384
 
 (1)
    
    E: Exercisable U: Unexercisable Long-Term Incentive Plan Table  Founders Plan
  Name
    
    Units Granted
    
    
    Performance PeriodBrian W. Sturgell(1)
    
    
    0
    
    
    March 24, 2005 to March 23, 2008(President
and Chief Executive Officer)
    
    
    70,275
    
    
    March 24, 2006 to March 23, 200870,275
    
    
    March 24, 2007 to March 23, 2008
 11




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Name
    
    Units Granted
    
    
    Performance PeriodMartha Finn Brooks
    
    
    23,750
    (2)
    
    March 24, 2005 to March 23, 2008(Chief Operating Officer)
    
    
    23,750
    
    
    March 24, 2006 to March 23, 200823,750
    
    
    March 24, 2007 to March 23, 2008Christopher Bark-Jones
    
    
    7,200
    (2)
    
    March 24, 2005 to March 23, 2008(President  European Operations)
    
    
    7,200
    
    
    March 24, 2006 to March 23, 20087,200
    
    
    March 24, 2007 to March 23, 2008Kevin Greenawalt
    
    
    7,200
    (2)
    
    March 24, 2005 to March 23, 2008(President  North American
    
    
    7,200
    
    
    March 24, 2006 to March 23, 2008Operations)
    
    
    7,200
    
    
    March 24, 2007 to March 23, 2008David Godsell
    
    
    6,000
    (2)
    
    March 24, 2005 to March 23, 2008(Vice
President, Human Resources and Environment, Health and Safety)
    
    
    6,000
    
    
    March 24, 2006 to March 23, 20086,000
    
    
    March 24, 2007 to March 23, 2008
 
 (1)
    
    On March 14, 2006, Mr. Sturgell agreed with the board of directors
decision that, in light of our 2005 and 2006 financial reporting delay
and restatement, Mr. Sturgell would forfeit his performance share unit
award for the first tranche of the award. The board of directors also
approved an increase in the size of the award opportunity for Mr.
Sturgell for the second and third tranches under the plan to provide
an additional incentive for reaching the share price improvement
targets for those tranches. The award size for each tranche was
increased from a potential of 46,850 PSUs to a potential of 70,275
PSUs. The PSUs for the second and third tranches will not be earned
unless the share price improvement targets specified in the Plan
($25.31 and $27.28, respectively) are achieved.(2)
    
    The share price improvement targets for the first tranche were
satisfied in June 2005. As a result, Ms. Brooks and Messrs.
Bark-Jones, Greenawalt and Godsell received the full amount of their
performance unit tranche for the performance period from March 24,
2005 to March 23, 2008. Ms. Brooks and Messrs. Bark-Jones, Greenawalt
and Godsell received cash payments for the payout of these awards in
April 2006 in the amounts of $478,325, $145,008, $145,008 and
$120,840, respectively, which will be reported as 2006 compensation. Retirement Benefits
 Novelis Pension Plan for Officers
  Years as Officer5
    
    10
    
    15
    
    2015%
    
    
    30
    %
    
    
    40
    %
    
    
    50
    %
   12




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U.S. Plan
    Years of Service10
    
    15
    
    20
    
    25
    
    30
    
    3517%
    
    
    25
    %
    
    
    34
    %
    
    
    42
    %
    
    
    51
    %
    
    
    59
    %
   Individual Pension Undertakings
  U.K. Plan.
   Years of Service10
    
    15
    
    20
    
    25
    
    30
    
    3517%
    
    
    26
    %
    
    
    35
    %
    
    
    43
    %
    
    
    52
    %
    
    
    60
    %
  13




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Value of the Retirement Benefits
     Projected Annual
    
    
    
    
    
    Projected BenefitPension Payable at
    
    2005 Service
    
    Obligation as ofAge 65
    
    Cost
    
    December 31, 2005Name
    
    ($)
    
    ($)
    
    ($)Brian W. Sturgell
    
    
    850,068
    
    
    
    425,124
    
    
    
    5,261,224Martha Finn Brooks
    
    
    306,821
    
    
    
    109,686
    
    
    
    396,400Christopher Bark-Jones
    
    
    396,084
    
    
    
    194,751
    
    
    
    4,739,233Kevin Greenawalt
    
    
    235,673
    
    
    
    52,933
    
    
    
    1,271,600David Godsell
    
    
    201,161
    
    
    
    454,453
    
    
    
    1,090,200
 Employment Agreements and Change of Control Agreements
   14




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Human Resources Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Share Ownership of Certain Beneficial Owners
  Shares BeneficiallyName and Address of Beneficial Owner
    
    Owned
    
    Percentage of Class*FMR Corp.(i)
    
    
    11,405,602
    
    
    
    15.4
    %82 Devonshire Street
Boston, MA 02109Barclays
Global Investors, NA. (ii)45 Fremont Street
San Francisco, CA 94105
    
    
    3,738,694
    
    
    
    5.1
    %McLean Budden Ltd.(iii)145 King Street West
Suite 2525
Toronto, ON M5H 1J8
    
    
    7,270,318
    
    
    
    9.8
    %
 
 *
    
    As of June 30, 2006, we had 74,005,649 common shares outstanding.(i)
    
    The following information is based on the Schedule 13G, filed on
February 14, 2006 with the SEC by FMR Corp. Fidelity Management &
Research Company (Fidelity), 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp., and an
investment adviser registered under the Investment Advisers Act of
1940, is the beneficial owner of 10,830,102 common shares as a
result of acting as investment adviser to various investment
companies. The ownership of one investment company, FA Mid Cap Stock
Fund, 82 Devonshire Street, Boston, Massachusetts 02109, amounted to
6,553,560 shares. Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to dispose of
the 10,830,102 shares owned by the Funds. Neither FMR Corp., nor
Edward C. Johnson 3d, Chairman of 15




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##### Table of Contents



FMR Corp., has the sole power to
vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the Funds Boards of
Trustees. Fidelity carries out the voting of the shares under
written guidelines established by the Funds Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 129,800 common shares as a result of its serving
as investment manager of the institutional account(s). Edward C.
Johnson 3d and FMR Corp., through its control of Fidelity Management
Trust Company, each has sole dispositive power over 129,800 shares
and sole power to vote or to direct the voting of 129,800 shares
owned by the institutional account(s). Members of the Edward C.
Johnson 3d family are the predominant owners of Class B shares of
common stock of FMR Corp., representing approximately 49% of the
voting power of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders voting
agreement under which all Class B shares will be voted in accordance
with the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders voting agreement, members of the Johnson family may be
deemed, under the United States Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp. Fidelity
International (FIL), Pembroke Hall, 42 Crowlane, Hamilton, Bermuda,
and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies
and certain institutional investors. FIL is the beneficial owner of
445,700 common shares and has the sole power to vote and dispose of
such shares. FMR Corp. and FIL are of the view that they are not
acting as a group for purposes of Section 13(d) under the Exchange
Act and that they are not otherwise required to attribute to each
other the beneficial ownership of securities beneficially owned
by the other corporation within the meaning of Rule 13d-3 under the
Exchange Act. The Schedule 13G states that FMR Corp. is making the
filing on a voluntary basis as if all the shares are beneficially
owned by FMR Corp. and FIL on a joint basis.(ii)
    
    The following information is based on the Schedule 13G, filed on
January 26, 2006 with the SEC by Barclays Global Investors, NA.
(Barclays Global). The Schedule 13G indicates that Barclays Global
is the beneficial owner of 3,738,694 shares. Barclays Global has
sole voting power over 2,938,955 shares and has sole dispositive
power over 3,625,453 shares. Barclays Global Fund Advisors (Barclays
Global Fund), 45 Fremont Street, San Francisco, CA 94105, has sole
voting power over 113,241 shares and has sole dispositive power over
113,241 shares.(iii)
    
    The following information is based on the Form 13F filed on August
11, 2006 with the SEC by McLean Budden Ltd. (McLean Budden). The
Form 13F indicates that McLean Budden is the beneficial owner of
7,270,318 shares. McLean Budden has sole voting power over 7,270,318
shares and has sole dispositive power over 7,270,318 shares. Share Ownership of Directors and Executive Officers
    SharesBeneficially
    
    PercentageName of Beneficial Owner
    
    Owned
    
    of Class **Brian W. Sturgell, Director and Chief Executive Officer(i)
    
    
    222,621
    
    
    
    *William T. Monahan, Chairman of the Board (ii)
    
    
    8,622
    
    
    
    *Edward Blechschmidt, Director(iii)
    
    
    136
    
    
    
    *
 16




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##### Table of Contents



SharesBeneficially
    
    PercentageName of Beneficial Owner
    
    Owned
    
    of Class **Jacques Bougie, O.C., Director(iv)
    
    
    10,459
    
    
    
    *Charles G. Cavell, Director(v)
    
    
    5,404
    
    
    
    *Clarence J. Chandran, Director(vi)
    
    
    11,259
    
    
    
    *C. Roberto Cordaro, Director(vii)
    
    
    5,230
    
    
    
    *Helmut Eschwey, Director(viii)
    
    
    5,230
    
    
    
    *David J. FitzPatrick, Director(ix)
    
    
    9,798
    
    
    
    *Suzanne Labarge, Director(x)
    
    
    9,101
    
    
    
    *Rudolf Rupprecht, Director(xi)
    
    
    5,404
    
    
    
    *Kevin M. Twomey, Director(xii)
    
    
    361
    
    
    
    *Edward V. Yang, Director(xiii)
    
    
    5,404
    
    
    
    *Martha Finn Brooks, Chief Operating Officer(xiv)
    
    
    189,489
    
    
    
    *Chris Bark-Jones, Senior Vice President and President  Europe(xv)
    
    
    1,177
    
    
    
    *Kevin Greenawalt, Senior Vice President and President  North America(xvi)
    
    
    12,166
    
    
    
    *David Godsell, Vice President, Human Resources and Environment,
Health and Safety(xvii)
    
    
    14,369
    
    
    
    *Directors and executive officers as a group (28 persons)(xviii)
    
    
    566,000
    
    
    
    *
 
 *
    
    Indicates less than 1% of the common shares.**
    
    As of August 10, 2006, we had 74,005,649 common shares outstanding.(i)
    
    Includes 14,957 shares held in the Savings and Retirement Plan and options to
purchase approximately 188,367 shares that are exercisable within 60 days.(ii)
    
    Includes 5,622 DDSUs. See Directors Compensation.(iii)
    
    Includes 136 DDSUs. See Directors Compensation.(iv)
    
    Includes 10,459 DDSUs. See Directors Compensation.(v)
    
    Includes 5,404 DDSUs. See Directors Compensation.(vi)
    
    Includes 10,459 DDSUs. See Directors Compensation.(vii)
    
    Includes 5,230 DDSUs. See Directors Compensation.(viii)
    
    Includes 5,230 DDSUs. See Directors Compensation.(ix)
    
    Includes 4,798 DDSUs. See Directors Compensation.(x)
    
    Includes 6,101 DDSUs. See Directors Compensation.(xi)
    
    Includes 5,404 DDSUs. See Directors Compensation.(xii)
    
    Includes 361 DDSUs. See Directors Compensation.(xiii)
    
    Includes 5,404 DDSUs. See Directors Compensation.(xiv)
    
    Includes options to purchase 164,489 shares that are exercisable within 60 days.(xv)
    
    Includes options to purchase 1,157 shares that are exercisable within 60 days.(xvi)
    
    Includes options to purchase 12,137 shares that are exercisable within 60 days.(xvii)
    
    Includes options to purchase 14,369 shares that are exercisable within 60 days.(xviii)
    
    Our directors and executive officers as a group hold 566,000 of our shares. Our
directors and executive officers as a group hold options to purchase 426,829 of
our shares that are currently exercisable or are exercisable within 60 days.
Our directors as a group hold 64,608 DDSUs. 17




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##### Table of Contents



Securities Authorized for Issuance under Equity Compensation Plans
  Number ofSecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of
    
    
    
    
    
    Compensation PlansSecurities to be
    
    
    
    
    
    (ExcludingIssued Upon
    
    Weighted-Average
    
    SecuritiesExercise of Options
    
    Exercise Price of
    
    Reflected in FirstPlan Category
    
    /DDSUs
    
    Outstanding Options
    
    Column)Equity compensation plans
approved by security holders (i)Novelis Conversion Plan of 2005(ii)
    
    
    2,704,790
    
    
    $
    21.60
    
    
    2,291,937(iv)Novelis Inc. Deferred Share Unit
Plan for Non-Executive
Directors(iii)
    
    
    57,051
    
    
    
    N/A
    
    
    
    N/AEquity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    
 
 (i)
    
    Such plans were approved by Alcan, as our sole shareholder, prior to the spin-off date.(ii)
    
    On January 5, 2005, our board of directors adopted the 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
under the Conversion Plan. In the case of a change of control of the company, vesting
of stock options will accelerate.(iii)
    
    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 and New York
Stock exchanges on the last five trading days prior to the redemption date. As of
December 31, 2005, approximately 41,862 DDSUs had been granted with an additional
15,189 units granted January 1, 2006, all for services rendered in 2005.(iv)
    
    Under the Conversion Plan, we may issue new options in aggregate not exceeding 3% of
the shares outstanding immediately after our spin-off from Alcan on January 6, 2005,
provided that the total number of new options and conversion options (options granted
to replace options in the share capital of Alcan held by our employees at the time of
the spin-off) do not exceed 10% of the shares outstanding immediately after the
spin-off. 18




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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
 19




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##### Table of Contents



SIGNATURE
  NOVELIS INC.By:

/s/
Rick DobsonName:
    Rick DobsonTitle: Chief Financial Officer  20




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##### 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
 21