##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2009Oro

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

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

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




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##### 





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


2PART IItem 1.


Business


4Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


27Item 3.


Legal Proceedings


30Item 4.


Submission of Matters to a Vote of Security
    Holders


33PART IIItem 5.


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


34Item 6.


Selected Financial Data


34Item 7.


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


36Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


74Item 8.


Financial Statements and Supplementary Data


78Item 9.


Changes In and Disagreements With Accountants On
    Accounting and Financial Disclosure


172Item 9A(T).


Controls and Procedures


172Item 9B.


Other Information


173PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


174Item 11.


Executive Compensation


179Item 12.


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


196Item 13.


Certain Relationships and Related Transactions
    and Director Independence


196Item 14.


Principal Accountant Fees and Services


197PART IVItem 15.


Exhibits and Financial Statement Schedules


198EX-4.7EX-4.8EX-4.9EX-4.10EX-4.11EX-10.36EX-10.37EX-10.38EX-10.39EX-10.40EX-10.41EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET
    DATA  Form 10-K
    
    the level of our indebtedness and our ability to generate cash;
    changes in the prices and availability of aluminum (or premiums
    associated with such prices) or other materials and raw
    materials we use;
    the effect of metal price ceilings in certain of our sales
    contracts;
    the capacity and effectiveness of our metal hedging activities,
    including our internal used beverage can (UBC) and smelter
    hedges;
    relationships with, and financial and operating conditions of,
    our customers, suppliers and other stakeholders;
    fluctuations in the supply of, and prices for, energy in the
    areas in which we maintain production facilities;
    our ability to access financing to fund current operations and
    for future capital requirements;
    changes in interest rates under our Asset Backed Loan (ABL)
    Credit Agreement
    continuing obligations and other relationships resulting from
    our spin-off from Alcan, Inc.;
    changes in the relative values of various currencies and the
    effectiveness of our currency hedging activities;
    factors affecting our operations, such as litigation,
    environmental remediation and
    clean-up
    costs, labor relations and negotiations, breakdown of equipment
    and other events;
    economic, regulatory and political factors within the countries
    in which we operate or sell our products, including changes in
    duties or tariffs;
    competition from other aluminum rolled products producers as
    well as from substitute materials such as steel, glass, plastic
    and composite materials;
    changes in general economic conditions, including further
    deterioration in the global economy; 2




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
    our ability to maintain effective internal control over
    financial reporting and disclosure controls and procedures in
    the future;
    changes in the fair value of derivative instruments;
    cyclical demand and pricing within the principal markets for our
    products as well as seasonality in certain of our
    customers industries;
    changes in government regulations, particularly those affecting
    taxes, climate change, environmental, health or safety
    compliance;
    changes in interest rates that have the effect of increasing the
    amounts we pay under our principal credit agreement and other
    financing agreements; and
    the effect of taxes and changes in tax rates.    Form 10-K,
  Exchange
    Rate Data
      Period

At Period End


Average Rate(A)


High


LowYear Ended December 31, 2004


1.2034



1.2984



1.3970



1.1775Year Ended December 31, 2005


1.1656



1.2083



1.2703



1.1507Year Ended December 31, 2006


1.1652



1.1310



1.1726



1.0955Three Months Ended March 31, 2007(B)


1.1530



1.1674



1.1852



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


1.0976



1.1022



1.1583



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


1.0275



1.0180



1.1028



0.9168Year Ended March 31, 2009


1.2579



1.1247



1.2694



0.9938     (A)
    
    The average of the 16:00 GMT buying rates on the last day of
    each month during the period.(B)
    
    See Note 1  Business and Summary of Significant
    Accounting Policies (Acquisition of Novelis Common
    Stock and Predecessor and Successor Reporting) to our
    accompanying consolidated financial statements.    Commonly
    Referenced Data
   3




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##### Table of Contents



PART I  Item 1.
    Business  Overview
    Organization
    and Description of Business
      Acquisition
    of Novelis Common Stock and Predecessor and Successor
    Reporting
    Push Down Basis
    of Accounting Required in Certain Limited Circumstances Business
    Combinations
  Change
    in Fiscal Year End
  Form 10-Q Rule 13a-10
 4




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##### Table of Contents



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




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




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Market
    Structure
        Competition
    North America

AsiaAlcoa, Inc. (Alcoa)

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

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

Southwest Aluminum Co. Ltd.Norandal Aluminum

Kobe Steel Ltd.Wise Metal Group LLC

AlcoaRio Tinto Alcan Inc.   Europe

South AmericaHydro A.S.A.

Companhia Brasileira de AlumínioRio Tinto Alcan Inc.

AlcoaAlcoaAleris  7




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##### Table of Contents



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




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Downgauging.
  Seasonality.
  Our
    Business Strategy
    Expand
    our global leadership position in can sheet, automotive sheet
    and recycling
  
    Build upon our leadership in these three growth markets where
    our global manufacturing footprint is a distinct advantage. In
    can stock we are the number one producer in all of our regions,
    with continued growth in developing markets such as Asia, South
    America and Eastern Europe. The automotive market has great
    future potential and Novelis is the only company capable of
    producing exterior body sheet in both Europe and North America.
    In the recycling business, we are the largest processor of used
    beverage cans, recycling approximately 39 billion cans in
    fiscal 2009. We are striving to increase the availability of
    recycled metal to meet the growing demand for sustainable
    packaging.  Grow
    our premium product portfolio
  
    Improve our product mix and margins by leveraging our assets and
    technical capabilities into products and markets that have
    higher margins, stability, barriers to entry and growth.
    Grow through the development of innovative products and
    processes.  Drive
    constant improvement in our operations as a globally integrated
    company
  
    Drive improvement towards global standards of excellence,
    specifically in areas of finance, risk management, procurement,
    and manufacturing. Through our business systems, we will achieve
    seamless alignment of goals, methods and metrics across the
    organization.  Our
    Operating Segments
    
    North America.  Headquartered in Cleveland,
    Ohio, this segment manufactures aluminum sheet and light gauge
    products and operates 11 plants, including two fully dedicated
    recycling facilities, in two countries. 9




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
    Europe.  Headquartered in Zurich, Switzerland,
    this segment manufactures aluminum sheet and foil products and
    operates 14 plants, including one recycling facility, in six
    countries.
    Asia.  Headquartered in Seoul, South Korea,
    this segment manufactures aluminum sheet and light gauge
    products and operates three plants in two countries.
    South America.  Headquartered in Sao Paulo,
    Brazil, this segment comprises bauxite mining, aluminum smelting
    operations, power generation, aluminum sheet and light gauge
    products and operates four plants in Brazil.    May 16,



April 1,2007



2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31,


March 31,



May 15,


March 31,


December 31,2009


2008



2007


2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorConsolidatedNet sales(A)

$
10,177


$
9,965



$
1,281


$
2,630


$
9,849Total shipments


2,943



2,787




363



772



3,123North AmericaNet sales


38.6
%


36.6
%



34.8
%


35.2
%


37.5
%Total shipments


37.6
%


37.0
%



36.9
%


37.0
%


39.4
%EuropeNet sales


36.4
%


38.4
%



39.8
%


40.2
%


36.8
%Total shipments


34.3
%


34.9
%



36.4
%


37.2
%


34.4
%AsiaNet sales


15.1
%


16.1
%



16.9
%


15.7
%


17.2
%Total shipments


15.6
%


16.9
%



16.3
%


15.2
%


16.5
%South AmericaNet sales


9.9
%


8.9
%



8.5
%


8.9
%


8.8
%Total shipments


12.4
%


11.2
%



10.4
%


10.6
%


9.8
%     (A)
    
    Consolidated Net sales include the results of our
    non-consolidated affiliates on a proportionately consolidated
    basis, which is consistent with the way we manage our business
    segments. These Net sales were $14 million,
    $5 million, and $17 million, for the year ended
    March 31, 2009, the period from May 16, 2007 through
    March 31, 2008 and for the year ended December 31,
    2006, respectively. There were less than $1 million of Net
    sales from our non-consolidated affiliates in each of the
    periods from April 1, 2007 through May 15, 2007, and
    the three months ended March 31, 2007.    North
    America
   10




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Europe
          Asia
      South
    America
        Raw
    Materials and Suppliers
   11




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##### Table of Contents



Aluminum
    Primary Aluminum Sourcing.
  Primary Aluminum Production.
  Recycled Aluminum Products.
    Energy
        Others
   12




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Our
    Customers
    Agfa-Gevaert N.V.

Daching Holdings LimitedAlcans packaging business group

Lotte Aluminum Co. Ltd.Anheuser-Busch Companies, Inc.

Kodak Polychrome Graphics GmbHAffiliates of Ball Corporation

ImpressBMW Group

Pactiv CorporationCan-Pack S.A.

Rexam PlcVarious bottlers of the Coca-Cola system

Ryerson Inc.Crown Cork & Seal Company, Inc.

Tetra Pak Ltd.   Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Distribution
    and Backlog
    Direct
    Sales
   13




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##### Table of Contents



Distributors
    Backlog
    Research
    and Development
    May 16,



April 1,


Three2007



2007


MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31,


March 31,



May 15,


March 31,


December 31,2009


2008



2007


2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorResearch and development expenses

$
41


$
46



$
6


$
8


$
40     Our
    Employees
    Intellectual
    Property
     14




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Environment,
    Health and Safety
          Arrangements
    Between Novelis and Alcan
    Transitional Services and Similar
    Agreements.
 15




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out-of-pocket
  Metal Supply Agreements.
            Foil Supply Agreements.
  Alumina Supply Agreements.
 16




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Available
    Information
  http://www.novelis.com, (http://www.sec.gov) 1-800-SEC-0330. Form 10-K.
  Item 1A.
    Risk
    Factors  Risks
    Related to our Business and the Market Environment
  Economic
    conditions could continue to materially adversely affect our
    financial condition, results of operations, and
    liquidity.
    and/or
     17




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Certain
    of our customers are significant to our revenues, and we could
    be adversely affected by changes in the business or financial
    condition of these significant customers or by the loss of their
    business.
    Our
    profitability or cash flows could be adversely affected by our
    inability to pass through metal price increases due to metal
    price ceilings in certain of our sales contracts.
      Our
    efforts to mitigate the risk of rising metal prices may not be
    effective.
    
    We maximize the amount of our internally supplied metal inputs
    from our smelting, refining and mining operations in Brazil and
    rely on output from our recycling operations which utilize used
    beverage cans (UBCs). Both of these sources of aluminum supply
    have historically provided an offsetting benefit to the metal
    price ceiling contracts. We refer to these two sources as
    internal hedges.
    We entered into derivative instruments to hedge projected
    aluminum volume requirements above our assumed internal hedge
    position mitigating our exposure to further increases in LME. As
    a result of 18




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these instruments, we will continue to incur cash losses related
    to these contracts even if LME remains below the ceiling price.
    As of March 31, 2009 the fair value of the liability
    associated with these derivative instruments was
    $141 million.  Our
    results and cash flows can be negatively impacted by timing
    differences between the prices we pay under purchase contracts
    and metal prices we charge our customers.
    Our
    operations consume energy and our profitability or cash flows
    may decline if energy costs were to rise, or if our energy
    supplies were interrupted.
    
    increases in costs of natural gas;
    significant increases in costs of supplied electricity or fuel
    oil related to transportation;
    interruptions in energy supply due to equipment failure or other
    causes;
    the inability to extend energy supply contracts upon expiration
    on economical terms; and
    the inability to pass through energy costs in certain sales
    contracts.    We may
    not have sufficient cash to repay indebtedness and we may be
    limited in our ability to access financing for future capital
    requirements, which may prevent us from increasing our
    manufacturing capability, improving our technology or addressing
    any gaps in our product offerings.
    Our
    substantial indebtedness could adversely affect our business and
    therefore make it more difficult for us to fulfill our
    obligations under our Credit Agreements and our Senior
    Notes.
   19




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
    limiting our ability to borrow additional amounts for working
    capital, capital expenditures, debt service requirements,
    execution of our growth strategy, or other general corporate
    purposes;
    limiting our ability to use operating cash flow in other areas
    of our business because we must dedicate a substantial portion
    of these funds to service the debt;
    increasing our vulnerability to general adverse economic and
    industry conditions;
    placing us at a competitive disadvantage as compared to our
    competitors that have less leverage;
    limiting our ability to capitalize on business opportunities and
    to react to competitive pressures and adverse changes in
    government regulation;
    limiting our ability or increasing the costs to refinance
    indebtedness; and
    limiting our ability to enter into marketing, hedging,
    optimization and trading transactions by reducing the number of
    counterparties with whom we can enter into such transactions as
    well as the volume of those transactions.  The
    covenants in our Credit Agreements and the indenture governing
    our Senior Notes impose significant operating and financial
    restrictions on us.
    
    incur additional debt and provide additional guarantees;
    pay dividends beyond certain amounts and make other restricted
    payments;
    create or permit certain liens;
    make certain asset sales;
    use the proceeds from the sales of assets and subsidiary stock;
    create or permit restrictions on the ability of our restricted
    subsidiaries to pay dividends or make other distributions to us;
    engage in certain transactions with affiliates;
    enter into sale and leaseback transactions;
    designate subsidiaries as unrestricted subsidiaries; and
    consolidate, merge or transfer all or substantially all of our
    assets or the assets of our restricted subsidiaries.     20




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A
    deterioration of our financial position or a downgrade of our
    ratings by a credit rating agency could increase our borrowing
    costs and our business relationships could be adversely
    affected.
    Adverse
    changes in currency exchange rates could negatively affect our
    financial results or cash flows and the competitiveness of our
    aluminum rolled products relative to other
    materials.
      Most
    of our facilities are staffed by a unionized workforce, and
    union disputes and other employee relations issues could
    materially adversely affect our financial results.
    Our
    operations have been and will continue to be exposed to various
    business and other risks, changes in conditions and events
    beyond our control in countries where we have operations or sell
    products.
   21




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We
    could be adversely affected by disruptions of our
    operations.
    We may
    not be able to successfully develop and implement new technology
    initiatives in a timely manner.
    If we
    fail to establish and maintain effective internal control over
    financial reporting, we may have material misstatements in our
    financial statements and we may not be able to report our
    financial results in a timely manner.
  Form 10-K
  Loss
    of our key management and other personnel, or an inability to
    attract such management and other personnel, could adversely
    impact our business.
    Past
    and future acquisitions or divestitures may adversely affect our
    financial condition.
    We
    could be required to make unexpected contributions to our
    defined benefit pension plans as a result of adverse changes in
    interest rates and the capital markets.
   22




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We
    face risks relating to certain joint ventures and subsidiaries
    that we do not entirely control. Our ability to generate cash
    from these entities may be more restricted than if such entities
    were wholly-owned subsidiaries.
    We
    have supply agreements with Alcan for a portion of our raw
    materials requirements. If Alcan is unable to deliver sufficient
    quantities of these materials or if it terminates these
    agreements, our ability to manufacture products on a timely
    basis could be adversely affected.
      We may
    lose key rights if a change in control of our voting shares were
    to occur.
   23




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##### Table of Contents



non-compete
    Our
    agreement not to compete with Alcan in certain end-use markets
    may hinder our ability to take advantage of new business
    opportunities.
    Risks
    Related to Our Industry
  We
    face significant price and other forms of competition from other
    aluminum rolled products producers, which could hurt our results
    of operations or cash flows.
        The
    end-use markets for certain of our products are highly
    competitive and customers are willing to accept substitutes for
    our products.
    A
    downturn in the economy could have a material adverse effect on
    our financial results or cash flows.
   24




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The
    seasonal nature of some of our customers industries could
    have a material adverse effect on our financial results or cash
    flows.
    We are
    subject to a broad range of environmental, health and safety
    laws and regulations in the jurisdictions in which we operate,
    and we may be exposed to substantial environmental, health and
    safety costs and liabilities.
         25




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We may
    be exposed to significant legal proceedings or
    investigations.
    Product
    liability claims against us could result in significant costs or
    negatively impact our reputation and could adversely affect our
    business results and financial condition.
    Item 1B.
    Unresolved
    Staff Comments   26




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##### Table of Contents



Item 2.
    Properties      North
    America
  Location

Plant Processes

Major End-Use Markets/ApplicationsBerea, Kentucky

Recycling

Recycled ingotBurnaby, British Columbia

Finishing

Foil containersFairmont, West Virginia

Cold rolling, finishing

Foil, HVAC materialGreensboro, Georgia

Recycling

Recycled ingotKingston, Ontario

Cold rolling, finishing

Automotive, construction/industrialLogan, Kentucky(i)

Hot rolling, cold rolling, finishing, recycling

Can stockLouisville, Kentucky(ii)

Cold rolling, finishing

Foil, converter foilOswego, New York

Novelis
Fusiontm

casting, hot rolling, cold rolling, recycling, finishing

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

Continuous casting, recycling

Semi-finished coilTerre Haute, Indiana

Cold rolling, finishing

FoilToronto, Ontario

Finishing

Foil, foil containersWarren, Ohio

Coating

Can end stock     (i)
    
    We own 40% of the outstanding common shares of Logan Aluminum
    Inc., but we have made subsequent equipment investments such
    that we now have rights to approximately 64% of Logans
    total production capacity.(ii)
    
    The Louisville, Kentucky plant was closed in June 2008.  tm
  on-site
 27




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##### Table of Contents



Europe
  Location

Plant Processes

Major End-Use Markets/ApplicationsBerlin, Germany

Converting

PackagingBresso, Italy

Finishing, painting

Painted sheet, architecturalBridgnorth, United Kingdom

Cold rolling, finishing, converting

Foil, packagingDudelange, Luxembourg

Continuous casting, cold rolling, finishing

FoilGöttingen, Germany

Cold rolling, finishing, painting

Can end, lithographic, painted sheetLatchford, United Kingdom

Recycling

Sheet ingot from recycled metalLudenscheid, Germany

Cold rolling, finishing, converting

Foil, packagingNachterstedt, Germany

Cold rolling, finishing

Automotive, industrialNorf, Germany(i)

Hot rolling, cold rolling

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

Cold rolling, finishing, converting

Foil, packagingPieve, Italy

Continuous casting, cold rolling

Coil for Bresso, industrialRogerstone, United Kingdom(ii)

Hot rolling, cold rolling

Foilstock, paintstock, reroll, industrialRugles, France

Continuous casting, cold rolling, finishing

FoilSierre, Switzerland(iii)

Novelis
Fusiontm

casting, hot rolling, cold rolling

Automotive sheet, industrial     (i)
    
    Operated as a 50/50 joint venture between us and Hydro Aluminium
    Deutschland GmbH (Hydro). 28




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##### Table of Contents



(ii)
    
    In March 2009, management approved the closure of our aluminum
    sheet mill in Rogerstone, South Wales, U.K. The facility ceased
    operations in April 2009.(iii)
    
    We have entered into an agreement with Alcan pursuant to which
    Alcan retains access to the plate production capacity, which
    represents a portion of the total production capacity of the
    Sierre hot mill.        tm
      Asia
  Location

Plant Processes

Major End-Use Markets/ApplicationsBukit Raja, Malaysia(i)

Continuous casting, cold rolling

Construction/industrial, heavy and light gauge foilsUlsan, Korea(ii)

Novelis
Fusiontm

casting, hot rolling, cold rolling, recycling

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

Hot rolling, cold rolling, recycling

Can stock, construction/industrial, electronics, foilstock and
    recycled material     (i)
    
    Ownership of the Bukit Raja plant corresponds to our 58% equity
    interest in Aluminium Company of Malaysia Berhad.(ii)
    
    We hold a 68% equity interest in the Ulsan plant.(iii)
    
    We hold a 68% equity interest in the Yeongju plant. 29




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##### Table of Contents



tm
  South
    America
  Location

Plant Processes

Major End-Use Markets/ApplicationsPindamonhangaba, Brazil

Hot rolling, cold rolling, recycling

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

Finishing

FoilOuro Preto, Brazil(i)

Smelting

Primary aluminum (sheet ingot and billets)Aratu, Brazil

Smelting

Primary aluminum (sheet ingot)     (i)
    
    In May 2009, we ceased the production of alumina at our Ouro
    Preto facility in Brazil.            Item 3.
    Legal
    Proceedings   30




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Environmental
    Matters
    clean-up
    Butler Tunnel Site.
 31




---



##### Table of Contents



Legal
    Proceedings
  Coca-Cola
    Lawsuits. Coca-Cola Coca-Cola Coca-Cola
  ARCO Aluminum Complaint.
 32




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   33




---



##### Table of Contents



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



April 1,


Three2007



2007


MonthsYear Ended


Through



Through


EndedMarch 31,


March 31,



May 15,


March 31,


Year Ended December 31,2009


2008(A)



2007(A)


2007(B)


2006


2005(C)


2004(D)Successor


Successor



Predecessor


Predecessor


Predecessor


Predecessor


PredecessorNet sales

$
10,177


$
9,965



$
1,281


$
2,630


$
9,849


$
8,363


$
7,755Net income (loss)(E)

$
(1,910
)

$
(20
)


$
(97
)

$
(64
)

$
(275
)

$
90


$
55Dividends per common share

$



$




$



$



$
0.20


$
0.36


$
   March 31,


March 31,



March 31,


December 31,2009


2008



2007


2006


2005(C)


2004(D)Successor


Successor



Predecessor


Predecessor


Predecessor


PredecessorTotal assets(A)

$
7,567


$
10,737



$
5,970


$
5,792


$
5,476


$
5,954Long-term debt (including current portion)

$
2,559


$
2,575



$
2,300


$
2,302


$
2,603


$
2,737Short-term borrowings

$
264


$
115



$
245


$
133


$
27


$
541Cash and cash equivalents

$
248


$
326



$
128


$
73


$
100


$
31Shareholders/invested equity

$
1,419


$
3,523



$
175


$
195


$
433


$
555  34




---



##### Table of Contents



(A)
    
    On May 15, 2007, the Company was acquired by Hindalco
    through its indirect wholly-owned subsidiary. The acquisition
    was recorded in accordance with Staff Accounting
    Bulletin No. 103, Push Down Basis of Accounting
    Required in Certain Limited Circumstances(SAB 103). In
    the accompanying consolidated balance sheets, the consideration
    and related costs paid by Hindalco in connection with the
    acquisition have been pushed down to us and have
    been allocated to the assets acquired and liabilities assumed in
    accordance with Financial Accounting Standards Board (FASB)
    Statement No. 141, Business Combinations(FASB 141).
    Due to the impact of push down accounting, the Companys
    consolidated financial statements and certain note presentations
    for the year ended March 31, 2008 are presented in two
    distinct periods to indicate the application of two different
    bases of accounting between the periods presented: (1) the
    period up to, and including, the acquisition date (April 1,
    2007 through May 15, 2007, labeled Predecessor)
    and (2) the period after that date (May 16, 2007
    through March 31, 2008, labeled Successor). The
    accompanying consolidated financial statements include a black
    line division which indicates that the Predecessor and Successor
    reporting entities shown are not comparable.The consideration paid by Hindalco to acquire Novelis has been
    pushed down to us and allocated to the assets acquired and
    liabilities assumed based on our estimates of fair value, using
    methodologies and assumptions that we believe are reasonable.
    This allocation of fair value results in additional charges or
    income to our post-acquisition consolidated statements of
    operations.(B)
    
    On June 26, 2007, our board of directors approved the
    change of our fiscal year end to March 31 from December 31.
    On June 28, 2007, we filed a Transition Report on
    Form 10-Q
    for the three month period ended March 31, 2007 with the
    United States Securities and Exchange Commission (SEC) pursuant
    to
    Rule 13a-10
    under the Securities Exchange Act of 1934 for transition period
    reporting.(C)
    
    The consolidated financial statements for the year ended
    December 31, 2005 include the results for the period from
    January 1 to January 5, 2005 prior to our spin-off from
    Alcan, in addition to the results for the period from January 6
    to December 31, 2005. The combined financial results for
    the period from January 1 to January 5, 2005 present our
    operations on a carve-out accounting basis. The consolidated
    balance sheet as of December 31, 2005 (and subsequent
    periods) and the consolidated results for the period from
    January 6 (the date of the spin-off from Alcan) to
    December 31, 2005 (and subsequent periods) present our
    financial position, results of operations and cash flows as a
    stand-alone entity.All income earned and cash flows generated by us as well as the
    risks and rewards of these businesses from January 1 to
    January 5, 2005 were primarily attributed to us and are
    included in our consolidated results for the year ended
    December 31, 2005, with the exception of losses of
    $43 million ($29 million net of tax) arising from the
    change in fair market value of derivative contracts, primarily
    with Alcan. These
    mark-to-market
    losses for the period from January 1 to January 5, 2005
    were recorded in the consolidated statement of operations for
    the year ended December 31, 2005 and were recognized as a
    decrease in Owners net investment.(D)
    
    Our historical combined financial statements for the year ended
    December 31, 2004 have been derived from the accounting
    records of Alcan using the historical results of operations and
    historical basis of assets and liabilities of the businesses
    subsequently transferred to us. Management believes the
    assumptions underlying the historical combined financial
    statements are reasonable. However, the historical combined
    financial statements included herein may not necessarily reflect
    what our results of operations, financial position and cash
    flows would have been had we been a stand-alone company during
    the periods presented. Alcans investment in the Novelis
    businesses, presented as Owners net investment in the
    historical combined financial statements, includes the
    accumulated earnings of the businesses as well as cash transfers
    related to cash management functions performed by Alcan.(E)
    
    Net income (loss) for the year ended March 31, 2009
    includes non-cash pre-tax impairment charges of
    $1.5 billion, pre-tax unrealized losses on derivatives
    instruments of $519 million, a $122 million pre-tax
    gain on extinguishment of debt and $95 million in pre-tax
    restructuring charges. For additional discussion on non-cash
    impairment charges, see Note 3  Impairment of
    Goodwill and Investment in Affiliate in the accompanying notes
    to the consolidated financial statements. Restructuring charges,
    net for the period May 16, 2007 through March 31,
    2008; April 1, 2007 through May 15, 2007; the three
    months ended March 31, 2007; and the years ended
    December 31, 2006, 2005 and 2004 were $6 million;
    $1 million; 35




---



##### Table of Contents



$9 million; $19 million; $10 million and
    $20 million, respectively. For additional discussion on
    restructuring actions, see Note 4  Restructuring
    Programs in the accompanying notes to the consolidated financial
    statements.Certain non-recurring expenses were incurred related to the
    acquisition by Hindalco. The three months ended March 31,
    2007 and the period May 16, 2007 through March 31,
    2008 each include $32 million of sales transaction fees.
    The period May 16, 2007 through March 31, 2008 also
    includes $45 million of stock compensation expense related
    to the Arrangement.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  OVERVIEW
    AND REFERENCES
    Form 10-K,
    BACKGROUND
    AND BASIS OF PRESENTATION
    Acquisition
    of Novelis Common Stock
    Push Down Basis of Accounting Required in Certain Limited
    Circumstances Business Combinations
 36




---



##### Table of Contents



Combined
    Financial Results of the Predecessor and Successor
  Form 10-K,
    May 16, 2007



April 1, 2007Through



Through


Year EndedMarch 31,



May 15,


March 31,2008



2007


2008Successor



Predecessor


CombinedShipments (kt)(A):Rolled products(B)


2,640




348



2,988Ingot products(C)


147




15



162Total shipments


2,787




363



3,150     (A)
    
    One kilotonne (kt) is 1,000 metric tonnes. One metric tonne is
    equivalent to 2,204.6 pounds.(B)
    
    Rolled products include tolling (the conversion of
    customer-owned metal).(C)
    
    Ingot products include primary ingot in Brazil, foundry products
    in Korea and Europe, secondary ingot in Europe and other
    miscellaneous recyclable aluminum.  37




---



##### Table of Contents



May 16, 2007



April 1, 2007Through



ThroughMarch 31,



May 15,


Year Ended2008



2007


March 31, 2008Successor



Predecessor


CombinedResults of Operations (in millions)Net sales

$
9,965



$
1,281


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


9,042




1,205



10,247Selling, general and administrative expenses


319




95



414Depreciation and amortization


375




28



403Research and development expenses


46




6



52Interest expense and amortization of debt issuance costs


191




27



218Interest income


(18
)



(1
)


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


(22
)



(20
)


(42
)Restructuring charges, net


6




1



7Equity in net income of non-consolidated affiliates


(25
)



(1
)


(26
)Other (income) expenses, net


(6
)



35



299,908




1,375



11,283Income (loss) before income taxes and minority interests
    share


57




(94
)


(37
)Income tax provision


(73
)



(4
)


(77
)Loss before minority interests share


(16
)



(98
)


(114
)Minority interests share


(4
)



1



(3
)Net loss

$
(20
)


$
(97
)

$
(117
)   Change
    in Fiscal Year End
  Form 10-Q Rule 13a-10
  Form 10-K. Form 10-Q
  CURRENT
    YEAR HIGHLIGHTS
   38




---



##### Table of Contents




    We reported a net loss of $1.9 billion for the year ended
    March 31, 2009, which includes non-cash impairment charges
    of $1.5 billion, unrealized losses on derivatives
    instruments of $519 million, $95 million in
    restructuring charges and a $122 million gain on a debt
    exchange transaction, compared to a loss of $117 million
    for the corresponding period in fiscal 2008. The prior year loss
    included $45 million of stock compensation expense and
    $32 million of transaction fees associated with
    Hindalcos acquisition of Novelis.  
    Impairment charges made to goodwill and investments in
    affiliates totaling $1.5 billion reflect the global
    economic environment and the related market increase in the cost
    of capital.
    The unrealized loss on derivative instruments for fiscal 2009
    was $519 million, compared to a $3 million loss in the
    prior year period. We use derivative instruments to hedge
    forecasted purchases of aluminum and other commodities and
    related foreign currency exposures. This loss primarily reflects
    the drop in the price of aluminum during the current year from
    $3,292 per tonne in July 2008 to $1,365 per tonne at
    March 31, 2009. With the exception of losses associated
    with metal prices ceilings, we expect an offsetting benefit once
    the related sales volumes have been shipped.  
    Shipments of flat rolled products decreased 7% in the current
    year to 2,770 kt from 2,988 kt in the prior year period.
    Shipments to automotive, construction and industrial companies
    were significantly impacted by the economic downturn in the
    second half of fiscal 2009, while can sheet shipments remain
    stable in most regions.
    Inventory levels were effectively managed despite slowing
    business conditions. Metal inventories as of March 31, 2009
    totaled 299 kt, down 22% versus March 31, 2008 levels.  BUSINESS
    AND INDUSTRY CLIMATE
      
    We reduced labor and overhead costs in all regions through
    capacity and staff reductions, including the closure of our
    Rogerstone facility in the United Kingdom, and staff reductions
    in the United States, Germany, France, Brazil and South Korea.
    We ceased operations at our alumina refinery in Brazil effective
    May 2009. We also implemented a salary freeze and a hiring
    freeze for all but the most critical positions. We believe we
    will begin to benefit from these actions in the coming months.
    We have reduced capital spending with a focus on preserving
    maintenance and safety.
    We worked to lower pricing from suppliers of commodity goods and
    services. 39




---



##### Table of Contents



Percent ChangeYear Ended


Year EndedMarch 31, 2009


March 31, 2008Year Ended March 31,


versus


versusLondon Metal Exchange Prices

2009


2008


2007


March 31, 2008


March 31, 2007Successor


Combined


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

$
1,365


$
2,935


$
2,792



(53.5
)%


5.1
%Average cash price during period

$
2,234


$
2,624


$
2,665



(14.9
)%


(1.5
)%           
    Our products have a price structure based upon the LME price.
    Decreases in the LME price reduce net sales, cost of goods sold
    and working capital.
    Unrealized losses were recorded for the change in the fair value
    of metal derivative instruments. The offsetting benefit from
    fixed forward price billings to customers will not be recognized
    until the related sales volume are delivered.
    We paid cash to brokers to settle derivative contracts in
    advance of billing and collecting cash from our customers, which
    negatively impacted our liquidity position. This typically
    ranges from 30 to 60 days.  Metal
    Price Ceilings
     40




---



##### Table of Contents




    We maximize the amount of our internally supplied metal inputs
    from our smelting, refining and mining operations in Brazil and
    rely on output from our recycling operations which utilize used
    beverage cans (UBCs). Both of these sources of aluminum supply
    have historically provided an offsetting benefit to the metal
    price ceiling contracts. We refer to these two sources as
    internal hedges.
    We enter into derivative instruments to hedge projected aluminum
    volume requirements above our assumed internal hedge position
    mitigating our exposure to further increases in LME prices. As a
    result of these instruments, we will continue to incur cash
    losses related to these contracts even if LME prices remains
    below the ceiling price. Projected cash outflows associated with
    these derivative instruments was $141 million as of
    March 31, 2009    Metal
    Price Lag
      Foreign
    Exchange Impact
    Year Ended


U.S. Dollar


Year Ended


U.S. DollarMarch 31,


Strengthen/


March 31,


Strengthen/2009


2008


(Weaken)


2008


2007


(Weaken)U.S. dollar per Euro


1.411



1.432



1.5
%


1.432



1.294



(10.7
)%Brazilian real per U.S. dollar


1.982



1.837



7.9



1.837



2.148



(14.5
)South Korean won per U.S. dollar


1,224



932



31.3



932



944



(1.3
)Canadian dollar per U.S. dollar


1.134



1.025



10.6



1.025



1.135



(9.7
)    41




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Year
    Ended March 31, 2009 Compared With the Year Ended
    March 31, 2008 (Twelve Months Combined Non-GAAP)
            Segment
    Review (On a combined non-GAAP basis)
    Selected Operating Results

North








SouthYear Ended March 31, 2009

America


Europe


Asia


America


Eliminations


TotalNet sales

$
3,930


$
3,718


$
1,536


$
1,007


$
(14
)

$
10,177Shipments (kt)Rolled products


1,067



910



447



346







2,770Ingot products


42



99



13



19







173Total shipments


1,109



1,009



460



365







2,943   Selected Operating Results

North








SouthYear Ended March 31, 2008

America


Europe


Asia


America


Eliminations


Total(Combined)Net sales

$
4,101


$
4,338


$
1,818


$
994


$
(5
)

$
11,246Shipments (kt)Rolled products


1,102



1,071



491



324







2,988Ingot products


64



35



39



24







162Total shipments


1,166



1,106



530



348







3,150  42




---



##### Table of Contents



North








SouthChanges in Segment Income

America


Europe


Asia


America


TotalSegment income  year ended March 31, 2008

$
242


$
273


$
52


$
161


$
728Volume:Rolled products


(28
)


(156
)


(35
)


5



(214
)Other






(3
)


(4
)


(9
)


(16
)Conversion premium and product mix


22



68



26



(3
)


113Conversion costs(A)


(57
)


12



(14
)


(36
)


(95
)Metal price lag


(87
)


66



63



(1
)


41Foreign exchange


(26
)


(40
)


(10
)


14



(62
)Other changes(B)


16



16



8



8



48Segment income  year ended March 31, 2009

$
82


$
236


$
86


$
139


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




---



##### Table of Contents



Europe
    year-over-year
          Asia
       44




---



##### Table of Contents



South
    America
          Other
    Costs and Expenses
   45




---



##### Table of Contents



Year Ended March 31,2009


2008Successor


CombinedTotal Segment income

$
543


$
728Depreciation and amortization


(439
)


(403
)Interest expense and amortization of debt issuance costs


(182
)


(218
)Interest income


14



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


(519
)


(3
)Realized gains on corporate derivative instruments, net


4



13Impairment of goodwill


(1,340
)


Gain on extinguishment of debt


122



Impairment charges on long-lived assets


(1
)


(1
)Minority interests share


12



(3
)Adjustment to eliminate proportional consolidation(A)


(226
)


(43
)Restructuring charges, net


(95
)


(7
)Corporate selling, general and administrative expenses


(54
)


(90
)Other costs, net


5



(32
)Income tax benefit (provision)


246



(77
)Net loss

$
(1,910
)

$
(117
)     (A)
    
    Our financial information for our segments (including Segment
    income) includes the results of our non-consolidated affiliates
    on a proportionately consolidated basis, which is consistent
    with the way we manage our business segments. However, under
    GAAP, these non-consolidated affiliates are accounted for using
    the equity method of accounting. Therefore, in order to
    reconcile Total Segment income to net loss, the proportional
    Segment income of these non-consolidated affiliates is removed
    from Total Segment income, net of our share of their net
    after-tax results, which is reported as Equity in net (income)
    loss of non-consolidated affiliates on our condensed
    consolidated statements of operations. See
    Note 10  Investment in and Advances to
    Non-Consolidated Affiliates and Related Party Transactions for
    further information about these non-consolidated affiliates.      mark-to-market
     46




---



##### Table of Contents




    We recorded a non-deductible goodwill impairment charge during
    fiscal 2009.
    Our functional currency in Canada and Brazil is the
    U.S. dollar and the company holds significant
    U.S. dollar denominated debt in these locations. As the
    value of the local currencies strengthens and weakens against
    the dollar, unrealized gains or losses are created in those
    locations for tax purposes, while the underlying gains or losses
    are not recorded in our income statement.    
    We have significant net deferred tax liabilities in Brazil that
    are remeasured to account for currency fluctuations as the taxes
    are payable in local currency.
    Our income is taxed at various statutory tax rates in varying
    jurisdictions. Applying the corresponding amounts of income and
    loss to the various tax rates results in differences when
    compared to our Canadian statutory tax rate.
    Under Canadian law, 50% of capital gains and losses are excluded
    from taxable income. Prior to the year ended March 31,
    2009, we had significant unrealized capital gains and losses
    related to currency fluctuations in Canada.
    We record increases to valuation allowances primarily related to
    tax losses in certain jurisdictions where we believe it is more
    likely than not that we will not be able to utilize those losses.     47




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes (
  Year
    Ended March 31, 2008 Compared With the Year Ended
    March 31, 2007 (Twelve Months Combined Non-GAAP for both
    periods)
        Segment
    Review (On a combined non-GAAP basis)
    Selected Operating Results

North








SouthYear Ended March 31, 2008

America


Europe


Asia


America


Eliminations


Total(Combined)Net sales

$
4,101


$
4,338


$
1,818


$
994


$
(5
)

$
11,246Shipments (kt)Rolled products


1,102



1,071



491



324







2,988Ingot products


64



35



39



24







162Total shipments


1,166



1,106



530



348







3,150   Selected Operating Results

North








SouthYear Ended March 31, 2007

America


Europe


Asia


America


Eliminations


Total(Predecessor)Net sales

$
3,721


$
3,851


$
1,711


$
889


$
(12
)

$
10,160Shipments (kt)Rolled products


1,135



1,071



460



285







2,951Ingot products


74



15



45



28







162Total shipments


1,209



1,086



505



313







3,113  48




---



##### Table of Contents



North








SouthChanges in Segment Income

America


Europe


Asia


America


TotalSegment income  year ended March 31, 2007

$
(54
)

$
276


$
72


$
182


$
476Volume


(29
)


5



12



19



7Conversion premium and product mix


47



59



9



58



173Conversion costs(A)


(60
)


(6
)


(17
)


(10
)


(93
)Metal price lag


(31
)


(61
)


9



(17
)


(100
)Foreign exchange


6



16



(21
)


(35
)


(34
)Purchase accounting


242



(8
)


(6
)


(9
)


219Other changes(B)


121



(8
)


(6
)


(27
)


80Segment income  year ended March 31, 2008

$
242


$
273


$
52


$
161


$
728     (A)
    
    Conversion costs include expenses incurred in production such as
    direct and indirect labor, energy, freight, scrap usage, alloys
    and hardeners, coatings, alumina and melt loss. Fluctuations in
    this component reflect cost efficiencies during the period as
    well as cost inflation (deflation).(B)
    
    Other changes include selling, general &
    administrative costs and research & development for
    all segments and certain other items which impact one or more
    regions, including such items as the impact of metal price
    ceiling contracts and stock compensation expense. Significant
    fluctuations in these items are discussed below.  North
    America
      year-over-year
  Europe
     49




---



##### Table of Contents



Asia
      South
    America
       50




---



##### Table of Contents



Other
    Costs and Expenses
    Year Ended March 31,2008


2007Combined


PredecessorTotal Segment income

$
728


$
476Depreciation and amortization


(403
)


(233
)Interest expense and amortization of debt issuance costs


(218
)


(224
)Interest income


19



16Unrealized losses on change in fair value of derivative
    instruments, net


(3
)


(152
)Realized gains (losses) on corporate derivative instruments, net


13



(37
)Impairment charges on long-lived assets


(1
)


(8
)Minority interests share


(3
)


(3
)Adjustment to eliminate proportional consolidation(A)


(43
)


(36
)Restructuring charges, net


(7
)


(27
)Gains on disposal of assets, net






(6
)Corporate selling, general and administrative expenses


(90
)


(127
)Other costs, net


(32
)


(3
)Income tax benefit (provision)


(77
)


99Net loss

$
(117
)

$
(265
)     (A)
    
    Our financial information for our segments (including Segment
    income) includes the results of our non-consolidated affiliates
    on a proportionately consolidated basis, which is consistent
    with the way we manage our business segments. However, under
    GAAP, these non-consolidated affiliates are accounted for using
    the equity method of accounting. Therefore, in order to
    reconcile Total Segment income to net loss, the proportional
    Segment income of these non-consolidated affiliates is removed
    from Total Segment income, net of our share of their net
    after-tax results, which is reported as Equity in net (income)
    loss of non-consolidated affiliates on our condensed
    consolidated statements of operations. See
    Note 9  Investment in and Advances to
    Non-Consolidated Affiliates and Related Party Transactions for
    further information about these non-consolidated affiliates.      mark-to-market
 51




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
   52




---



##### Table of Contents



Available
    Liquidity
    May 31,


March 31,


January 31,


March 31,2009


2009


2009


2008Cash and cash equivalents

$
274


$
248


$
190


$
326Overdrafts


(13
)


(11
)


(19
)


(5
)Availability under the ABL facility


229



233



255



582Borrowing availability limitation due to fixed charge coverage
    ratio


(80
)


(80
)


(80
)


(80
)Total estimated liquidity

$
410


$
390


$
346


$
823   Form 10-Q.
      Near
    Term Challenges
         53




---



##### Table of Contents



Operating
    Activities
        Change2009


2008Year Ended March 31,


versus


versus2009


2008


2007


2008


2007Successor


Combined


PredecessorNet cash provided by (used in) operating activities

$
(236
)

$
175


$
(166
)

$
(411
)

$
341Net cash provided by (used in) investing activities


(111
)


(96
)


141



(15
)


(237
)Less: Proceeds from sales of assets


(5
)


(8
)


(36
)


(3
)


28Free cash flow

$
(352
)

$
71


$
(61
)

$
(423
)

$
132Ending cash and cash equivalents

$
248


$
326


$
128


$
(78
)

$
198    54




---



##### Table of Contents



tm
      Investing
    Activities
    Change2009


2008Year Ended March 31,


versus


versus2009


2008


2007


2008


2007Successor


Combined


PredecessorCapital expenditures

$
(145
)

$
(202
)

$
(119
)

$
57


$
(83
)Proceeds from sales of assets


5



8



36



(3
)


(28
)Changes to investment in and advances to non-consolidated
    affiliates


20



25



2



(5
)


23Proceeds from related parties loans receivable, net


17



18



31



(1
)


(13
)Net proceeds (outflow) from settlement of derivative instruments


(8
)


55



191



(63
)


(136
)Net cash provided by (used in) investing activities

$
(111
)

$
(96
)

$
141


$
(15
)

$
(237
)  55




---



##### Table of Contents



Financing
    Activities
    Change2009


2008Year Ended March 31,


versus


versus2009


2008


2007


2008


2007Successor


Combined


PredecessorProceeds from issuance of common stock

$



$
92


$



$
(92
)

$
92Proceeds from issuance of debt


354



1,250



41



(896
)


1,209Principal repayments


(235
)


(1,010
)


(242
)


775



(768
)Short-term borrowings, net


176



(181
)


210



357



(391
)Dividends


(6
)


(8
)


(10
)


2



2Debt issuance costs


(3
)


(39
)


(10
)


36



(29
)Proceeds from the exercise of stock options






1



29



(1
)


(28
)Other










6







(6
)Net cash provided by (used in) financing activities

$
286


$
105


$
24


$
181


$
81          56




---



##### Table of Contents



Credit
    Agreements and Predecessor Financing
             57




---



##### Table of Contents



7.25% Senior
    Notes
          Korean
    Bank Loans
     58




---



##### Table of Contents



Interest
    Rate Swaps
      Issuance
    of Additional Common Stock
    OFF-BALANCE
    SHEET ARRANGEMENTS
    
    any obligation under certain derivative instruments;
    any obligation under certain guarantees or contracts;
    a retained or contingent interest in assets transferred to an
    unconsolidated entity or similar entity or similar arrangement
    that serves as credit, liquidity or market risk support to that
    entity for such assets and
    any obligation under a material variable interest held by the
    registrant in an unconsolidated entity that provides financing,
    liquidity, market risk or credit risk support to the registrant,
    or engages in leasing, hedging or research and development
    services with the registrant.    Derivative
    Instruments
  Accounting for Derivative Instruments and Hedging Activities
   59




---



##### Table of Contents



March 31, 2009Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


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

$



$



$



$
(11
)

$
(11
)Interest rate swaps










(13
)






(13
)Electricity swap










(6
)


(12
)


(18
)Total derivatives designated as hedging instruments










(19
)


(23
)


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


99



41



(532
)


(13
)


(405
)Currency exchange contracts


20



31



(77
)


(12
)


(38
)Energy contracts










(12
)






(12
)Total derivatives not designated as hedging instruments


119



72



(621
)


(25
)


(455
)Total derivative fair value

$
119


$
72


$
(640
)

$
(48
)

$
(497
)   March 31, 2008Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


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

$



$



$



$
(184
)

$
(184
)Interest rate swaps










(3
)


(12
)


(15
)Electricity swap


3



11











14Total derivatives designated as hedging instruments


3



11



(3
)


(196
)


(185
)Derivatives not designated as hedging instruments:Aluminum forward contracts


131



4



(29
)






106Currency exchange contracts


64



6



(116
)


(5
)


(51
)Energy contracts


5















5Total derivatives not designated as hedging instruments


200



10



(145
)


(5
)


60Total derivative fair value

$
203


$
21


$
(148
)

$
(201
)

$
(125
)  60




---



##### Table of Contents



Net
    Investment Hedges
      May 16,



April 1,2007



2007Year Ended


Through



ThroughMarch 31,


March 31,



May 15,2009


2008



2007Successor


Successor



PredecessorCurrency exchange contracts

$
169


$
(82
)


$
(8
)   Cash Flow
    Hedges
         61




---



##### Table of Contents



Gain or (Loss)Recognized in IncomeGain (Loss)


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)Year Ended


Year Ended


Year EndedMarch 31, 2009


March 31, 2009


March 31, 2009Successor


Successor


SuccessorEnergy contracts

$
(21
)

$
12


$
Interest rate swaps

$
3


$



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


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007Through



Through


Through



Through


Through



ThroughMarch 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007Successor



Predecessor


Successor



Predecessor


Successor



PredecessorCurrency exchange contracts

$




$
4


$




$
1


$




$
Energy contracts

$
23



$
4


$
8



$



$




$
Interest rate swaps

$
(15
)


$



$




$



$
(1
)


$
   Derivative
    Instruments Not Designated as Hedges
           62




---



##### Table of Contents



May 16, 2007



April 1, 2007Year Ended


Through



ThroughMarch 31, 2009


March 31, 2008



May 15, 2007Successor


Successor



PredecessorDerivative Instruments Not Designated as HedgesAluminum contracts

$
(561
)

$
44



$
7Currency exchange contracts


24



(44
)



10Energy contracts


(29
)


12




3Gain (loss) recognized


(569
)


12




20Derivative Instruments Designated as Cash Flow HedgesInterest rate swaps






(1
)



Electricity swap


13



11




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

$
(556
)

$
22



$
20   Guarantees
    of Indebtedness
  Consolidation of Variable Interest
        Maximum


LiabilityPotential Future


CarryingPayment


ValueWholly-owned Subsidiaries

$
50


$
14Aluminium Norf GmbH


13



     Other
    Arrangements
  Forfaiting
    of Trade Receivables
   63




---



##### Table of Contents



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



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorReceivables forfaited

$
570


$
507



$
51


$
68


$
424Receivables factored

$
70


$
75



$



$
18


$
71Forfaiting expense

$
5


$
6



$
1


$
1


$
5Factoring expense

$
1


$
1



$



$



$
1   March 31,2009


2008Successor


SuccessorForfaited receivables outstanding

$
71


$
149Factored receivables outstanding

$



$
     Other
    CONTRACTUAL
    OBLIGATIONS
   64




---



##### Table of Contents



Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsDebt(A)

$
2,522


$
56


$
126


$
22


$
2,318Interest on long-term debt(B)


754



159



306



200



89Capital leases(C)


68



7



14



13



34Operating leases(D)


96



19



30



24



23Purchase obligations(E)


7,205



2,035



3,121



1,303



746Unfunded pension plan benefits(F)


120



12



21



24



63Other post-employment benefits(F)


114



7



17



21



69Funded pension plans(F)


52



52











Total

$
10,931


$
2,347


$
3,635


$
1,607


$
3,342     (A)
    
    Includes only principal payments on our Senior Notes, term
    loans, revolving credit facilities and notes payable to banks
    and others. These amounts exclude payments under capital lease
    obligations.(B)
    
    Interest on our fixed rate debt is estimated using the stated
    interest rate. Interest on our variable-rate debt is estimated
    using the rate in effect as of March 31, 2009 and includes
    the effect of current interest rate swap agreements. Actual
    future interest payments may differ from these amounts based on
    changes in floating interest rates or other factors or events.
    These amounts include an estimate for unused commitment fees.
    Excluded from these amounts are interest related to capital
    lease obligations, the amortization of debt issuance and other
    costs related to indebtedness.(C)
    
    Includes both principal and interest components of future
    minimum capital lease payments. Excluded from these amounts are
    insurance, taxes and maintenance associated with the property.(D)
    
    Includes the minimum lease payments for non-cancelable leases
    for property and equipment used in our operations. We do not
    have any operating leases with contingent rents. Excluded from
    these amounts are insurance, taxes and maintenance associated
    with the properties and equipment.(E)
    
    Includes agreements to purchase goods (including raw materials
    and capital expenditures) and services that are enforceable and
    legally binding on us, and that specify all significant terms.
    Some of our raw material purchase contracts have minimum annual
    volume requirements. In these cases, we estimate our future
    purchase obligations using annual minimum volumes and costs per
    unit that are in effect as of March 31, 2009. Due to
    volatility in the cost of our raw materials, actual amounts paid
    in the future may differ from these amounts. Excluded from these
    amounts are the impact of any derivative instruments and any
    early contract termination fees, such as those typically present
    in energy contracts.(F)
    
    Obligations for postretirement benefit plans are estimated based
    on actuarial estimates using benefit assumptions for, among
    other factors, discount rates, rates of compensation increases,
    and healthcare cost trends. Payments for unfunded pension plan
    benefits and other post-employment benefits are estimated
    through 2016. For funded pension plans, estimating the
    requirements beyond fiscal 2010 is not practical, as it depends
    on the performance of the plans investments, among other
    factors. 65




---



##### Table of Contents



DIVIDENDS
    Declaration Date

Record Date

Dividend/Share


Payment DateMarch 1, 2005

March 11, 2005

$
0.09


March 24, 2005April 22, 2005

May 20, 2005

$
0.09


June 20, 2005July 27, 2005

August 22, 2005

$
0.09


September 20, 2005October 28, 2005

November 21, 2005

$
0.09


December 20, 2005February 23, 2006

March 8, 2006

$
0.09


March 23, 2006April 27, 2006

May 20, 2006

$
0.09


June 20, 2006August 28, 2006

September 7, 2006

$
0.01


September 25, 2006October 26, 2006

November 20, 2006

$
0.01


December 20, 2006     ENVIRONMENT,
    HEALTH AND SAFETY
      CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
     66




---



##### Table of Contents



Derivative
    Financial Instruments
                  Impairment
    of Goodwill
   67




---



##### Table of Contents



build-up build-up
  build-up
          Equity
    Investments
     68




---



##### Table of Contents



Impairment
    of Intangible Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
  Impairment
    of Long Lived Assets
        Pension
    and Other Postretirement Plans
  Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans Employers Accounting for Pensions Employers Accounting for Postretirement
    Benefits Other Than Pensions.
   69




---



##### Table of Contents



Income
    Taxes
   70




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes
    Assessment
    of Loss Contingencies
      RECENTLY
    ISSUED ACCOUNTING STANDARDS
  Recently
    Adopted Accounting Standards
    Disclosures about Derivative
    Instruments and Hedging Activities, an amendment of FASB
    Statement No. 133
  No. FAS 140-4 Disclosures by Public Entities (Enterprises) about Transfers
    of Financial Assets and Interests in Variable Interest Entities.
 71




---



##### Table of Contents



The Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  Fair Value Measurements FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3). FAS 157-3
  No. FIN 39-1, Amendment of FASB Interpretation No. 39 FIN 39-1). FIN 39-1 Offsetting of Amounts
    Related to Certain Contracts
  Recently
    Issued Accounting Standards
    No. 107-1 FAS 107-1) 28-1 28-1), Interim Disclosures about Fair Value of Financial
    Instruments FAS 107-1 28-1 Interim
    Financial Reporting FAS 107-1 28-1 FAS 107-1 28-1
  No. 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly FAS 157-4). FAS 157-4 Fair Value Measurements FAS 157-4
  No. 115-2 FAS 115-2) No. 124-2 FAS 124-2), Recognition of
    Other-than-Temporary-Impairments. FAS No. 115-2
 72




---



##### Table of Contents



FAS No. 124-2 other-than-temporary FAS No. 115-2 FAS No. 124-2
  Employers Disclosures about Pensions and Other
    Postretirement Benefits
  No. 08-06, Equity Method Investment Accounting Considerations (EITF 08-06). EITF 08-6 Non-controlling Interests in Consolidated
    Financial Statements. EITF 08-06 EITF 08-6 EITF 08-6
  No. FAS 142-3, Determination of Useful Life of Intangible Assets FAS 142-3). FAS 142-3 FAS 142-3 FAS 142-3 FAS 142-3
  Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
 73




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  marked-to-market
      Commodity
    Price Risks
    Aluminum
         74




---



##### Table of Contents



Sensitivities
    Energy
            Sensitivities
    Change in


Change inRate


Fair ValueElectricity


10
%

$
3Natural Gas


10
%


1Heating Oil


10
%


1  75




---



##### Table of Contents



Foreign
    Currency Exchange Risks
    non-U.S. dollar
      Sensitivities
    Change in


Change inExchange Rate


Fair ValueCurrency measured against the U.S. dollarEuro


10
%

$
(15
)Korean won


10
%


3Brazilian real


10
%


25British pound


10
%


6Canadian dollar


10
%


3Swiss franc


10
%


(19
)    76




---



##### Table of Contents



Interest
    Rate Risks
        Sensitivities
    Increase in

Change inRate

Fair ValueInterest Rate ContractsNorth America


10
%

$
3Asia


10
%


  77




---



##### Table of Contents



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


79Reports of Independent Registered Public
    Accounting Firm


80Consolidated Statements of Operations and
    Comprehensive Income (Loss)


82Consolidated Balance Sheets


83Consolidated Statements of Cash Flows


84Consolidated Statements of Shareholders
    Equity


86Notes to the Consolidated Financial Statements


88  78




---



##### Table of Contents



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

/s/  Steven
    FisherPHILIP MARTENSPresident and Chief Operating Officer

STEVEN FISHERChief Financial Officer    79




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control  Integrated
    Framework
      
    80




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
        
    81




---



##### Table of Contents



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



April 1,


Three2007



2007


MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31,


March 31,



May 15,


March 31,


December 31,2009


2008



2007


2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorNet sales

$
10,177


$
9,965



$
1,281


$
2,630


$
9,849Cost of goods sold (exclusive of depreciation and amortization
    shown below)


9,251



9,042




1,205



2,447



9,317Selling, general and administrative expenses


319



319




95



99



410Depreciation and amortization


439



375




28



58



233Research and development expenses


41



46




6



8



40Interest expense and amortization of debt issuance costs


182



191




27



54



221Interest income


(14
)


(18
)



(1
)


(4
)


(15
)(Gain) loss on change in fair value of derivative instruments,
    net


556



(22
)



(20
)


(30
)


(63
)Impairment of goodwill


1,340
















Gain on extinguishment of debt


(122
)















Restructuring charges, net


95



6




1



9



19Equity in net (income) loss of non-consolidated affiliates


172



(25
)



(1
)


(3
)


(16
)Other (income) expenses, net


86



(6
)



35



47



(19
)12,345



9,908




1,375



2,685



10,127Income (loss) before income taxes and minority interests
    share


(2,168
)


57




(94
)


(55
)


(278
)Income tax provision (benefit)


(246
)


73




4



7



(4
)Loss before minority interests share


(1,922
)


(16
)



(98
)


(62
)


(274
)Minority interests share


12



(4
)



1



(2
)


(1
)Net loss


(1,910
)


(20
)



(97
)


(64
)


(275
)Other comprehensive income (loss):Currency translation adjustment


(122
)


59




31



11



172Change in fair value of effective portion of hedges, net


(30
)







(1
)


7



(46
)Postretirement benefit plans:Change in pension and other benefits


(84
)


(17
)











Amortization of net actuarial loss











(1
)


2



Change in minimum pension liability



















16Other comprehensive income (loss) before income tax effect


(236
)


42




29



20



142Income tax provision (benefit) related to items of other
    comprehensive income (loss)


(42
)


(4
)



(4
)


5



8Other comprehensive income (loss), net of tax


(194
)


46




33



15



134Comprehensive income (loss)

$
(2,104
)

$
26



$
(64
)

$
(49
)

$
(141
)Dividends per common share

$
0.00


$
0.00



$
0.00


$
0.00


$
0.20    82




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    millions, except number of shares)
  March 31,2009


2008Successor


SuccessorASSETSCurrent assetsCash and cash equivalents

$
248


$
326Accounts receivable (net of allowances of $2 and $1 as of
    March 31, 2009 and 2008, respectively) third parties


1,049



1,248 related parties


25



31Inventories


793



1,455Prepaid expenses and other current assets


51



58Fair value of derivative instruments


119



203Deferred income tax assets


216



125Total current assets


2,501



3,446Property, plant and equipment, net


2,799



3,357Goodwill


582



1,930Intangible assets, net


787



888Investment in and advances to non-consolidated affiliates


719



946Fair value of derivative instruments, net of current portion


72



21Deferred income tax assets


4



6Other long-term assets third parties


80



102 related parties


23



41Total assets

$
7,567


$
10,737LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
51


$
15Short-term borrowings


264



115Accounts payable third parties


725



1,582 related parties


48



55Fair value of derivative instruments


640



148Accrued expenses and other current liabilities


516



704Deferred income tax liabilities






39Total current liabilities


2,244



2,658Long-term debt, net of current portion third parties


2,417



2,560 related party


91



Deferred income tax liabilities


469



754Accrued postretirement benefits


495



421Other long-term liabilities


342



6726,058



7,065Commitments and contingenciesMinority interests in equity of consolidated affiliates


90



149Shareholders equityCommon stock, no par value; unlimited number of shares
    authorized; 77,459,658 shares issued and outstanding as of
    March 31, 2009 and 2008, respectively






Additional paid-in capital


3,497



3,497Accumulated deficit


(1,930
)


(20
)Accumulated other comprehensive income (loss)


(148
)


46Total shareholders equity


1,419



3,523Total liabilities and shareholders equity

$
7,567


$
10,737    83




---



##### Table of Contents



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



April 1,


Three2007



2007


MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31,


March 31,



May 15,


March 31,


December 31,2009


2008



2007


2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorOPERATING ACTIVITIESNet loss

$
(1,910
)

$
(20
)


$
(97
)

$
(64
)

$
(275
)Adjustments to determine net cash provided by (used in)
    operating activities:Depreciation and amortization


439



375




28



58



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


556



(22
)



(20
)


(30
)


(63
)Non-cash Restructuring charges, net


22












8



Gain on extinguishment of debt


(122
)















Deferred income taxes


(331
)


(5
)



(18
)


(9
)


(77
)Write-off and amortization of fair value adjustments, net


(233
)


(221
)











Impairment of goodwill


1,340
















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


172



(25
)



(1
)


(3
)


(16
)Foreign exchange remeasurement on debt


26
















Gain on reversal of accrued legal claim


(26
)















Minority interests share


(12
)


4




(1
)


2



1Amortization of debt issuance costs


5



10




1



2



13Other, net


3



2




4



2



12Changes in assets and liabilities (net of effects from
    acquisitions and divestitures):Accounts receivable


69



181




(21
)


(25
)


(141
)Inventories


466



208




(76
)


(95
)


(206
)Accounts payable


(655
)


(18
)



(62
)


78



523Other current assets


(6
)


(8
)



(7
)


3



25Other current liabilities


(63
)


(68
)



42



(22
)


(64
)Other noncurrent assets


17



(30
)



(1
)


(5
)


6Other noncurrent liabilities


7



42




(1
)


13



45Net cash provided by (used in) operating activities


(236
)


405




(230
)


(87
)


16INVESTING ACTIVITIESCapital expenditures


(145
)


(185
)



(17
)


(24
)


(116
)Disposal of business, net



















(7
)Proceeds from sales of assets


5



8












38Changes to investment in and advances to non-consolidated
    affiliates


20



24




1



1



3Proceeds from related party loans receivable, net


17



18








1



37Net proceeds from settlement of derivative instruments


(8
)


37




18



24



238Net cash provided by (used in) investing activities


(111
)


(98
)



2



2



193   84




---



##### Table of Contents



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



April 1,


Three2007



2007


MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31,


March 31,



May 15,


March 31,


December 31,2009


2008



2007


2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorFINANCING ACTIVITIESProceeds from issuance of common stock






92












Proceeds from issuance of debt third parties


263



1,100




150







41 related parties


91
















Principal repayments


(235
)


(1,009
)



(1
)


(1
)


(353
)Short-term borrowings, net


176



(241
)



60



113



103Dividends


(6
)


(1
)



(7
)






(30
)Debt issuance costs


(3
)


(37
)



(2
)






(11
)Proceeds from the exercise of stock options











1



27



2Other















1



5Net cash provided by (used in) financing activities


286



(96
)



201



140



(243
)Net increase (decrease) in cash and cash equivalents


(61
)


211




(27
)


55



(34
)Effect of exchange rate changes on cash balances held in
    foreign currencies


(17
)


13




1







7Cash and cash equivalents  beginning of period


326



102




128



73



100Cash and cash equivalents  end of period

$
248


$
326



$
102


$
128


$
73Supplemental disclosures of cash flow information:Interest paid

$
169


$
200



$
13


$
84


$
201Income taxes paid


65



64




9



18



68    85




---



##### Table of Contents



Novelis
    Inc.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 (In
    millions, except number of shares)
  Retained


AccumulatedAdditional


Earnings/


Other


OwnersCommon Stock


Paid-in


(Accumulated


Comprehensive


NetShares


Amount


Capital


Deficit)


Income (Loss)


Investment


TotalPredecessorBalance as of December 31, 2005


74,005,649


$



$
425


$
92


$
(84
)





$
433Fiscal 2006 Activity:Net income (loss)














(275
)










(275
)Issuance of common stock in connection with stock plans


134,686







2















2Spin-off settlement and post-closing adjustments










(38
)














(38
)Share-based compensation










9















9Currency translation adjustment


















168







168Change in fair value of effective portion of hedges, net


















(46
)






(46
)Postretirement benefit plans:Change in minimum pension liability


















12







12Initial impact of adopting Financial Accounting Standards Board
    Statement No. 158


















(55
)






(55
)Dividends on common shares














(15
)










(15
)Balance as of December 31, 2006


74,140,335







398



(198
)


(5
)






195Activity for Three Months Ended March 31, 2007:Adjustment for uncertain tax positions














(1
)










(1
)Net income (loss)














(64
)










(64
)Issuance of common stock from the exercise of stock options


1,217,325







27















27Share-based compensation










2















2Windfall tax benefit on share-based compensation










1















1Currency translation adjustment


















11







11Change in fair value of effective portion of hedges, net


















3







3Postretirement benefit plans:Amortization of net actuarial loss


















1







1Balance as of March 31, 2007


75,357,660







428



(263
)


10







175    86




---



##### Table of Contents



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


AccumulatedAdditional


Earnings/


OtherCommon Stock


Paid-in


(Accumulated


ComprehensiveShares


Amount


Capital


Deficit)


Income (Loss)


TotalPredecessorActivity for April 1, 2007 through May 15, 2007:Net income (loss)














(97
)






(97
)Issuance of common stock from the exercise of stock options


57,876







1











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










(7
)










(7
)Currency translation adjustment, net of tax


















35



35Change in fair value of effective portion of hedges, net of tax


















(1
)


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


















(1
)


(1
)Balance as of May 15, 2007


75,415,536


$



$
422


$
(360
)

$
43


$
105SuccessorBalance as of May 16, 2007


75,415,536


$



$
3,405


$



$



$
3,405Activity for May 16, 2007 through March 31, 2008:Net income (loss)














(20
)






(20
)Issuance of additional common stock


2,044,122







92











92Currency translation adjustment, net of tax


















59



59Postretirement benefit plans:Change in pension and other benefits, net of tax


















(13
)


(13
)Balance as of March 31, 2008


77,459,658







3,497



(20
)


46



3,523Fiscal 2009 Activity:Net income (loss)














(1,910
)






(1,910
)Currency translation adjustment, net of tax


















(122
)


(122
)Change in fair value of effective portion of hedges, net of tax


















(19
)


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


















(53
)


(53
)Balance as of March 31, 2009


77,459,658


$



$
3,497


$
(1,930
)

$
(148
)

$
1,419    87




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  1.
    BUSINESS
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    Organization
    and Description of Business
      Acquisition
    of Novelis Common Stock and Predecessor and Successor
    Reporting
    Push Down Basis
    of Accounting Required in Certain Limited Circumstances Business
    Combinations
  Change
    in Fiscal Year End
  Form 10-Q Rule 13a-10
 88




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidation
    Policy
        Use of
    Estimates and Assumptions
    Risks
    and Uncertainties
    Laws
    and regulations
   89




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         90




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Materials
    and labor
        Geographic
    markets
    Other
    risks and uncertainties
   91




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reclassifications
      
    The current portion of liabilities related to the Fair value of
    derivative instruments were reclassified from Accrued expenses
    and other current liabilities to a separate line item.
    Restructuring charges, net were reclassified from Other (income)
    expenses, net to a separate line item.
    Interest income was reclassified from Interest expense and
    amortization of debt issuance costs to a separate line item.
    Sale transaction fees were reclassified from a separate line
    item to Other (income) expense, net.    Revenue
    Recognition
         92




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
      Accounts
    Receivable
        Derivative
    Instruments
  Accounting for Derivative Instruments
    and Hedging Activities
   93




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  first-in
  Property,
    Plant and Equipment
      YearsBuildings


30 to 40Leasehold improvements


7 to 20Machinery and equipment


5 to 25Furniture, fixtures and equipment


3 to 10Equipment under capital lease obligations


6 to 15       Accounting for Leases Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent
    Increases.
  Goodwill
  Business Combinations Goodwill and Other Intangible
    Assets
     94




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Long-Lived
    Assets and Other Intangible Assets
    Accounting
    for the Impairment or Disposal of Long-Lived Assets,
      Investment
    in and Advances to Non-Consolidated Affiliates
  other-than-temporary
  Guarantees
  Guarantors Accounting and
    Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others
 95




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financing
    Costs and Interest Income
    Fair
    Value of Financial Instruments
  Disclosures about Fair Value of
    Financial Instruments
    Pensions
    and Postretirement Benefits
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans , Employers
    Accounting for Pensions Employers Accounting for Postretirement Benefits Other
    than Pensions.
   96




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Minority
    Interests in Consolidated Affiliates
    and/or
  Environmental
    Liabilities
    clean-up
  Litigation
    Reserves
  Accounting for Contingencies,
  Income
    Taxes
  Accounting for
    Income Taxes
 97




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share-Based
    Compensation
  Share-Based Payment
      Foreign
    Currency Translation
  Foreign
    Currency Translation
    Research
    and Development
    Restructuring
    Activities
  Accounting for Costs Associated with Exit or
    Disposal Activities
 98




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Adopted Accounting Standards
    Disclosures about Derivative
    Instruments and Hedging Activities, an amendment of FASB
    Statement No. 133
  No. FAS 140-4 Disclosures by Public Entities (Enterprises) about Transfers
    of Financial Assets and Interests in Variable Interest Entities.
  The Fair Value Option for Financial Assets and Financial
    Liabilities  including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  Fair Value Measurements FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3). FAS 157-3
  No. FIN 39-1, Amendment of FASB Interpretation No. 39 FIN 39-1). FIN 39-1 Offsetting of Amounts
    Related to Certain Contracts
 99




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Issued Accounting Standards
    No. 107-1 FAS 107-1) 28-1 28-1), Interim Disclosures about Fair Value of Financial
    Instruments FAS 107-1 28-1 Interim
    Financial Reporting FAS 107-1 28-1 FAS 107-1 28-1
  No. 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly FAS 157-4). FAS 157-4 Fair Value Measurements FAS 157-4
  No. 115-2 FAS 115-2) No. 124-2 FAS 124-2), Recognition of
    Other-than-Temporary-Impairments. FAS No. 115-2 FAS No. 124-2 other-than-temporary FAS No. 115-2 FAS No. 124-2
  Employers Disclosures about Pensions and Other
    Postretirement Benefits
  No. 08-06, Equity Method Investment Accounting Considerations (EITF 08-06). EITF 08-6 Non-controlling Interests in Consolidated
    Financial Statements. EITF 08-06 EITF 08-6
  No. FAS 142-3, Determination of Useful Life of Intangible Assets FAS 142-3). FAS 142-3 FAS 142-3 FAS 142-3 FAS 142-3
 100




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
    2.
    LIQUIDITY    3.
    IMPAIRMENT
    OF GOODWILL AND INVESTMENT IN AFFILIATE   101




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Quarter
    Ended December 31, 2008 Impairment Testing
  build-up build-up build-up
       102




---



##### Table of Contents



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





Other


March 31,Reporting Unit

2008(A)


Impairments


Adjustments(B)


2009Successor








SuccessorNorth America

$
1,149


$
(860
)

$
(1
)

$
288Europe


518



(330
)


(7
)


181South America


263



(150
)






113$
1,930


$
(1,340
)

$
(8
)

$
582     (A)
    
    See Note 1  Business and Summary of Significant
    Accounting Policies (Reclassifications) for discussion of
    goodwill balance reclassification at March 31, 2008.(B)
    
    Other adjustments include: (1) an adjustment in North
    America for final payment related to the transfer of pension
    plans in Canada for employees who elected to transfer their past
    service to Novelis during the quarter ended June 30, 2008
    and (2) adjustments in Europe related to tax audits during
    the year ended March 31, 2009.  4.
    RESTRUCTURING
    PROGRAMS    North





South





RestructuringEurope


America


Asia


America


Corporate


ReservesPredecessorBalance as of December 31, 2006

$
33


$



$



$



$
1


$
34January 1, 2007 to March 31, 2007 Activity:Provisions (recoveries), net


9



















9Cash payments


(5
)














(1
)


(6
)Adjustments  other


(1
)


















(1
)Balance as of March 31, 2007


36



















36April 1, 2007 to May 15, 2007 Activity:Provisions (recoveries), net


1



















1Cash payments


(1
)


















(1
)Adjustments  other


1



















1Balance as of May 15, 2007


37



















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


2



4















6Cash payments


(20
)


















(20
)Adjustments  other


1



















1Balance as of March 31, 2008


20



4















24Fiscal 2009 Activity:Provisions (recoveries), net


53



16



1



2



1



73Cash payments


(8
)


(5
)


(1
)










(14
)Adjustments  other


(4
)


1















(3
)Balance as of March 31, 2009

$
61


$
16


$



$
2


$
1


$
80  103




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year
    Ended March 31, 2009 Restructuring Activities
  Europe
          North
    America
    South
    America
    Asia
   104




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year
    Ended March 31, 2008 Restructuring Activities
  North
    America
    Three
    Months Ended March 31, 2007 Restructuring
    Activities
  Europe
    Year
    Ended December 31, 2006 Restructuring
    Activities
  Europe
          North
    America
   105




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    ACCOUNTS
    RECEIVABLE    March 31,2009


2008Successor


SuccessorTrade accounts receivable

$
1,002


$
1,160Other accounts receivable


49



89Accounts receivable  third parties


1,051



1,249Allowance for doubtful accounts  third parties


(2
)


(1
)1,049



1,248Other accounts receivable  related parties


25



31Accounts receivable, net

$
1,074


$
1,279   Allowance
    for Doubtful Accounts
      Balance at


Additions


AccountsBeginning


Charged to


Recovered/


Foreign Exchange


Balance atof Period


Expense


(Written-Off)


and Other


End of PeriodPredecessorYear Ended December 31, 2006

$
26


$
4


$
(4
)

$
3


$
29Three Months Ended March 31, 2007

$
29


$



$



$



$
29April 1, 2007 Through May 15, 2007

$
29


$



$
(2
)

$
1


$
28SuccessorMay 16, 2007 Through March 31, 2008

$



$
1


$



$



$
1Year Ended March 31, 2009

$
1


$
2


$
(1
)

$



$
2   Forfaiting
    of Trade Receivables
   106




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Factoring
    of Trade Receivables
    Summary
    Disclosures of Financial Amounts
    May 16, 2007



April 1, 2007


Three Months


Year EndedYear Ended


Through



Through


Ended


December 31,March 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorReceivables forfaited

$
570


$
507



$
51


$
68


$
424Receivables factored

$
70


$
75



$



$
18


$
71Forfaiting expense

$
5


$
6



$
1


$
1


$
5Factoring expense

$
1


$
1



$



$



$
1   March 31,2009

2008Successor

SuccessorForfaited receivables outstanding

$
71


$
149Factored receivables outstanding

$



$
   6.
    INVENTORIES    March 31,2009


2008Successor


SuccessorFinished goods

$
215


$
381Work in process


296



638Raw materials


207



362Supplies


86



75804



1,456Allowances


(11
)


(1
)Inventories

$
793


$
1,455  107




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    PROPERTY,
    PLANT AND EQUIPMENT    As of March 31,2009





2008Successor





SuccessorLand and property rights

$
213






$
258Buildings


760







826Machinery and equipment


2,495







2,4603,468







3,544Accumulated depreciation and amortization


(741
)






(331
)2,727







3,213Construction in progress


72







144Property, plant and equipment, net

$
2,799






$
3,357       Year Ended


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorDepreciation expense related to property, plant and equipment

$
398


$
338



$
28


$
58


$
231   Asset
    impairments
      Leases
  15-year
 108




---



##### Table of Contents



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


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorRent expense

$
25


$
27



$
3


$
4


$
22     Operating


Capital LeaseYear Ending March 31,

Leases


Obligations2010

$
19


$
72011


16



72012


14



72013


13



72014


11



6Thereafter


23



34Total minimum lease payments

$
96



68Less: interest portion on capital lease






(21
)Principal obligation on capital leases





$
47     March 31,2009


2008Successor


SuccessorAssets under capital lease obligations:Buildings

$
9


$
13Machinery and equipment


63



5572



68Accumulated amortization


(19
)


(17
)$
53


$
51   Sale
    of assets
  Other (income) expenses, net
 109




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset
    Retirement Obligations
    PredecessorAsset retirement obligation as of December 31, 2006

$
13Liability incurred


1Liability settled


Accretion


Asset retirement obligation as of March 31, 2007


14Liability incurred


Liability settled


Accretion


Asset retirement obligation as of May 15, 2007

$
14SuccessorAsset retirement obligation as of May 16, 2007

$
14Liability incurred


Liability settled


Accretion


2Asset retirement obligation as of March 31, 2008


16Liability incurred


Liability settled


Accretion


1Other


(1
)Asset retirement obligation as of March 31, 2009

$
16   8.
    INTANGIBLE
    ASSETS    March 31, 2009 Successor


March 31, 2008 SuccessorGross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Life


Amount


Amortization


Amount


LifeTradenames

$
140


$
(13
)

$
127



20 years


$
152


$
(6
)

$
146



20 yearsTechnology


165



(21
)


144



15 years



169



(10
)


159



15 yearsCustomer-related intangible assets


459



(43
)


416



20 years



484



(21
)


463



20 yearsFavorable energy supply contract


124



(28
)


96



9.5 years



124



(13
)


111



9.5 yearsOther favorable contracts


13



(9
)


4



3.3 years



15



(6
)


9



3.3 years$
901


$
(114
)

$
787



17.2 years


$
944


$
(56
)

$
888



17.2 years    110




---



##### Table of Contents



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


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorTotal Amortization expense related to intangible assets

$
59


$
56



$



$



$
2Less: Amortization expense related to intangible assets included
    in Cost of goods sold(A)


18



19












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

$
41


$
37



$



$



$
2     (A)
    
    Relates to amortization of favorable energy and other supply
    contracts.    Fiscal Year Ending March 31,2010

$
582011


552012


542013


542014


53   9.
    CONSOLIDATION
    OF VARIABLE INTEREST ENTITIES  Consolidation of Variable Interest
    Entities
  Logan
    Organization and Operations
   111




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Primary
    Beneficiary
      Carrying
    Value
    March 31,2009


2008Successor


SuccessorCurrent assets

$
64


$
61Total assets

$
124


$
106Current liabilities

$
(35
)

$
(39
)Total liabilities

$
(135
)

$
(112
)Net carrying value

$
(11
)

$
(6
)   10.
    INVESTMENT
    IN AND ADVANCES TO NON-CONSOLIDATED AFFILIATES AND RELATED PARTY
    TRANSACTIONS    OwnershipAffiliate Name

Ownership Structure

PercentageAluminium Norf GmbH

Corporation


50
%Consorcio Candonga

Unincorporated Joint Venture


50
%MiniMRF LLC

Limited Liability Company


50
%Deutsche Aluminium Verpackung Recycling GmbH

Corporation


30
%France Aluminium Recyclage S.A.

Public Limited Company


20
%  112




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##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        March 31,2009


2008Assets:Current assets

$
158


$
192Non-current assets


560



677Total assets

$
718


$
869Liabilities:Current liabilities

$
128


$
151Non-current liabilities


254



359Total liabilities


382



510Equity:Novelis


168



180Third parties


168



179Total liabilities and equity

$
718


$
869     Year


May 16, 2007


April 1, 2007


Three Months


YearEnded


Through


Through


Ended


EndedMarch 31, 2009


March 31, 2008


May 15, 2007


March 31, 2007


December 31, 2006Net sales

$
553


$
564


$
45


$
127


$
558Costs, expenses and income taxes


511



495



43



122



521Net income

$
42


$
69


$
2


$
5


$
37  113




---



##### Table of Contents



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


May 16, 2007Ended


ThroughMarch 31, 2009


March 31, 2008Successor


SuccessorIncremental depreciation and amortization expense

$
48


$
39Tax benefit(A)


(15
)


(29
)Incremental depreciation and amortization expense, net

$
33


$
10     (A)
    
    The tax benefits for the period from May 16, 2007 through
    March 31, 2008 includes tax benefits associated with
    amortization and a statutory tax rate change recorded as part of
    our equity method accounting for these investments. There were
    no such statutory tax rate changes in the other period noted in
    the table above.    Year


May 16, 2007



April 1, 2007


Three Months


YearEnded


Through



Through


Ended


EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


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

$
257


$
253



$
21


$
61


$
227Consorcio Candonga(B)


18



24




1



3



14Petrocoque S.A. Industria e Comercio(C)


n.a.



n.a.




n.a.



n.a.



2Total purchases from related parties

$
275


$
277



$
22


$
64


$
243Interest (income) expenseAluminium Norf GmbH(D)

$



$
1



$



$



$
(1
)     (A)
    
    We purchase tolling services (the conversion of customer-owned
    metal) from Aluminium Norf GmbH.(B)
    
    We obtain electricity from Consorcio Candonga for our operations
    in South America.(C)
    
    We purchased calcined-coke from Petrocoque for use in our
    smelting operations in South America. As previously discussed,
    we sold our interest in Petrocoque in November 2006. They are
    not considered a related party in periods subsequent to November
    2006.(D)
    
    We earn interest income on a loan due from Aluminium Norf GmbH.   114




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##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2009


2008Successor


SuccessorAccounts receivable(A)

$
25


$
31Other long-term receivables(A)

$
23


$
41Accounts payable(B)

$
48


$
55     (A)
    
    The balances represent current and non-current portions of a
    loan due from Aluminium Norf GmbH.(B)
    
    We purchase tolling services from Aluminium Norf GmbH and
    electricity from Consorcio Candonga.  11.
    ACCRUED
    EXPENSES AND OTHER CURRENT LIABILITIES    March 31,2009


2008Successor


SuccessorAccrued compensation and benefits

$
103


$
141Accrued settlement of legal claim






39Accrued interest payable


12



15Accrued income taxes


33



37Current portion of fair value of unfavorable sales contracts


152



242Other current liabilities


216



230Accrued expenses and other current liabilities

$
516


$
704  115




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    DEBT    March 31, 2009


March 31, 2008Unamortized








UnamortizedInterest





Fair Value


Carrying





Fair Value


CarryingRates(A)


Principal


Adjustments(B)


Value


Principal


Adjustments(B)


ValueSuccessor








SuccessorLong-term debt, net of current portion  third
    parties:Novelis Inc.7.25% Senior Notes, due February 2015


7.25
%

$
1,124


$
47


$
1,171


$
1,399


$
67


$
1,466Floating rate Term Loan facility, due July 2014


3.21
%(C)


295







295



298







298Novelis CorporationFloating rate Term Loan facility, due July 2014


3.21
%(C)


867



(54
)


813



655







655Novelis Switzerland S.A.Capital lease obligation, due December 2019 (Swiss francs (CHF)
    51 million)


7.50
%


45



(3
)


42



54



(4
)


50Capital lease obligation, due August 2011 (CHF 3 million)


2.49
%


2







2



3







3Novelis Korea LimitedBank loan, due October 2010


5.44
%


100







100



100







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


3.94
%


37







37











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


7.47
%


7







7











Bank loans, due September 2010 through June 2011 (KRW
    308 million)


3.24
%(D)














1







1OtherOther debt, due April 2009 through December 2012


0.61
%(D)


1







1



2







2Total debt  third parties






2,478



(10
)


2,468



2,512



63



2,575Less: current portion






(59
)


8



(51
)


(15
)






(15
)Long-term debt, net of current portion  third
    parties:





$
2,419


$
(2
)

$
2,417


$
2,497


$
63


$
2,560Long-term debt, net of current portion  related
    partyNovelis Inc.Unsecured credit facility  related party, due January
    2015


13.00
%

$
91


$



$
91


$



$



$
     (A)
    
    Interest rates are as of March 31, 2009 and exclude the
    effects of accretion/amortization of fair value adjustments as a
    result of the Arrangement.(B)
    
    Debt existing at the time of the Arrangement was recorded at
    fair value. Additional floating rate Term Loan with a face value
    of $220 million issued in March 2009 was recorded at a fair
    value of $165 million. See discussion below. 116




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (C)
    
    Excludes the effect of related interest rate swaps and the
    effect of accretion of fair value.(D)
    
    Weighted average interest rate.    Year Ending March 31,

Amount2010

$
592011


1162012


162013


162014


15Thereafter


2,347Total

$
2,569   7.25% Senior
    Notes
        EITF 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments,
  Credit
    Agreements
     117




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Interest
    Rate Swaps
   118




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unsecured
    Credit Facility
        Short-Term
    Borrowings and Lines of Credit
      Korean
    Bank Loans
      Capital
    Lease Obligations
   119




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    SHARE-BASED
    COMPENSATION  Share-Based
    Compensation Expense
    May 16, 2007



April 1, 2007


Three Months


Year EndedThrough



Through


Ended


December 31,March 31, 2008



May 15, 2007


March 31, 2007


2006Successor



Predecessor


Predecessor


PredecessorActive Plans(A):Recognition Awards(B)

$
2.3



$
1.5


$
0.5


$
0.5Inactive Plans:Novelis 2006 Incentive Plan (stock options)


n.a.




14.5



0.9



0.7Novelis 2006 Incentive Plan (stock appreciation rights)


n.a.




5.6



1.4



0.4Novelis Conversion Plan of 2005


n.a.




23.8



0.3



7.3Stock Price Appreciation Unit Plan


n.a.




(0.5
)


4.4



4.5Deferred Share Unit Plan for Non-Executive Directors


n.a.




0.2



2.2



1.8Novelis Founders Performance Awards


n.a.




0.1



6.0



2.7Total Shareholder Returns Performance Plan


n.a.












0.2Inactive Plants  Total Share-Based Compensation
    Expense


n.a.



$
43.7


$
15.2


$
17.6     (A)
    
    In June 2008, our board of directors authorized the 2009 Novelis
    Long-Term Incentive Plan.  As of March 31, 2009, only the 2009
    Novelis Long-term Incentive Plan remained active; however, there
    was no share-based compensation expense related to this plan in
    any period reflected in the table above or for the year ended
    March 31, 2009.(B)
    
    One-half of the outstanding Recognition Awards vested on
    December 31, 2007.  The remaining outstanding Recognition Awards
    vested on December 31, 2008.  As of March 31, 2009, the
    Recognition Awards were inactive.    Effect of
    Acquisition by Hindalco
   120




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shares/Units


Cash PaymentsSettled


(In millions)Novelis 2006 Incentive Plan (stock options)


825,850


$
16Novelis 2006 Incentive Plan (stock appreciation rights)


378,360



7Novelis Conversion Plan of 2005


1,238,183



29Stock Price Appreciation Unit Plan


299,873



7Deferred Share Unit Plan for Non-Executive Directors


109,911



5Novelis Founders Performance Awards


180,400



8$
72     2009
    Novelis Long-Term Incentive Plan
       121




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Share-Based Payment
    Expected volatility

47.60 - 54.49%Weighted average volatility

50.87%Dividend yield

3.55%Risk-free interest rate

6.21 - 6.72%Expected life

3.22 - 4.72 years       Recognition
    Awards
   122




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inactive
    Plans
    Novelis
    2006 Incentive Plan
    2006
    Stock Options
    (Predecessor)
  Expected volatility

42.20 to 46.40%Weighted average volatility

44.30%Dividend yield

0.16%Risk-free interest rate

4.68 to 4.71%Expected life

1.00 to 4.75 years     Stock
    Appreciation Rights
   123




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended

Year EndedMarch 31, 2007

December 31, 2006Predecessor

PredecessorExpected volatility

40.70 to 44.70%

40.80 to 45.40%Weighted average volatility

42.70%

43.10%Dividend yield

None

0.14%Risk-free interest rate

4.51 to 4.59%

4.67 to 4.71%Expected life

0.57 to 4.32 years

0.83 to 4.57 years     Novelis
    Conversion Plan of 2005
      Expected volatility

30.30%Weighted-average volatility

30.30%Dividend yield

1.56%Risk-free interest rate

2.88 to 3.73%Expected life

0.70 to 5.70 years     Stock
    Price Appreciation Unit Plan
      Three Months Ended

Year EndedMarch 31, 2007

December 31, 2006Predecessor

PredecessorExpected volatility

38.20 to 40.80%

36.20 to 40.30%Weighted average volatility

39.31%

39.32%Dividend yield

None

0.14%Risk-free interest rate

4.51 to 4.56%

4.67 to 4.80%Expected life

2.25 to 4.37 years

2.37 to 4.37 years  124




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Share Unit Plan for Non-Executive Directors
      Novelis
    Founders Performance Awards
        Year EndedDecember 31, 2006PredecessorExpected volatility

37.00%Weighted average volatility

37.00%Dividend yield

0.14%Risk-free interest rate

4.75%Expected life (derived service periods)

0.93 to 1.23 years     Total
    Shareholder Returns Performance Plan
   125




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    POSTRETIREMENT
    BENEFIT PLANS               126




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employer
    Contributions to Plans
    Year Ended


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorFunded pension plans

$
29


$
35



$
4


$
10


$
39Unfunded pension plans


16



19




2



6



22Savings and defined contribution pension plans


16



13




2



3



12Total contributions

$
61


$
67



$
8


$
19


$
73     Investment
    Policy and Asset Allocation
    Allocation inAggregate as ofTarget


March 31,Asset Category

Allocation Ranges


2009


2008Successor


SuccessorEquity securities


35 - 70
%


46
%


50
%Debt securities


25 - 60
%


46
%


42
%Real estate


0 - 25
%


4
%


4
%Other


0 - 15
%


4
%


3
%  127




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Benefit
    Obligations, Fair Value of Plan Assets, Funded Status and
    Amounts Recognized in Financial Statements
    Pension BenefitsMay 16, 2007



April 1, 2007


Three Months


Year EndedYear Ended


Through



Through


Ended


December 31,March 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorChange in benefit obligationBenefit obligation at beginning of period

$
991


$
867



$
885


$
877


$
575Service cost


38



40




6



12



42Interest cost


57



43




6



12



44Members contributions


9



5








1



4Benefits paid


(39
)


(39
)



(4
)


(10
)


(30
)Amendments






(9
)











1Transfers/mergers


48



95












209Curtailments/ termination benefits


(2
)















(5
)Actuarial (gains) losses


(33
)


(52
)



(32
)


(9
)


(10
)Currency (gains) losses


(124
)


41




6



2



47Benefit obligation at end of period

$
945


$
991



$
867


$
885


$
877Benefit obligation of funded plans

$
787


$
800



$
680


$
696


$
690Benefit obligation of unfunded plans


158



191




187



189



187Benefit obligation at end of period

$
945


$
991



$
867


$
885


$
877   128




---



##### Table of Contents



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



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorBenefit obligation at beginning of period

$
171


$
140



$
141


$
139


$
122Service cost


7



4




1



2



5Interest cost


10



7




1



2



7Benefits paid


(7
)


(6
)



(1
)


(2
)


(8
)Transfers/mergers











(1
)






1Curtailments/termination benefits


(3
)















Actuarial (gains) losses


(14
)


25




(2
)






12Currency (gains) losses


(2
)


1




1







Benefit obligation at end of period

$
162


$
171




140


$
141


$
139Benefit obligation of funded plans

$



$




$



$



$
Benefit obligation of unfunded plans


162



171




140



141



139Benefit obligation at end of period

$
162


$
171



$
140


$
141


$
139Pension BenefitsMay 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


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

$
724


$
607



$
578


$
568


$
301Actual return on plan assets


(102
)


(14
)



16



6



41Members contributions


9



5








1



4Benefits paid


(39
)


(39
)



(2
)


(5
)


(30
)Company contributions


45



54




12



3



51Transfers/mergers


49



94








4



178Currency gains (losses)


(88
)


17




3



1



23Fair value of plan assets at end of period

$
598


$
724



$
607


$
578


$
568   129




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,2009



2008Pension


Other



Pension


OtherBenefits


Benefits



Benefits


BenefitsSuccessor



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

$
(189
)

$




$
(76
)

$
Benefit obligation of unfunded plans


(158
)


(162
)



(191
)


(171
)$
(347
)

$
(162
)


$
(267
)

$
(171
)As included on consolidated balance sheetOther long-term assets  third parties

$



$




$
7


$
Accrued expenses and other current liabilities


(12
)


(7
)



(16
)


(8
)Accrued postretirement benefits


(335
)


(155
)



(258
)


(163
)$
(347
)

$
(162
)


$
(267
)

$
(171
)     March 31,2009



2008Pension


Other



Pension


OtherBenefits


Benefits



Benefits


BenefitsSuccessor



SuccessorNet actuarial loss

$
118


$
9



$
2


$
25Prior service cost (credit)


(7
)







(10
)


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

$
111


$
9



$
(8
)

$
25     Accumulated
    Benefit Obligation in Excess of Plan Assets
    March 31,2009



2008Successor



SuccessorProjected benefit obligation

$
887



$
528Accumulated benefit obligation

$
784



$
496Fair value of plan assets

$
549



$
302  130




---



##### Table of Contents



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


Other Benefits2010

$
35


$
72011


36



82012


40



92013


44



102014


49



112015 through 2019


301



69Total

$
505


$
114   Components
    of Net Periodic Benefit Cost
    Year Ended


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,Pension Benefits

2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorNet periodic benefit costService cost

$
38


$
40



$
6


$
12


$
42Interest cost


57



43




6



12



44Expected return on assets


(50
)


(41
)



(5
)


(11
)


(38
)Amortization actuarial losses















1



6 prior service cost


(1
)















2Curtailment/settlement losses


(1
)















(4
)Net periodic benefit cost


43



42




7



14



52Proportionate share of non-consolidated affiliates
    deferred pension costs, net of tax


4



4












4Total net periodic benefit costs recognized

$
47


$
46



$
7


$
14


$
56   131




---



##### Table of Contents



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


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,Other Benefits

2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorNet periodic benefit costService cost

$
7


$
4



$
1


$
1


$
5Interest cost


10



7




1



2



7Amortization actuarial losses


2












1



1Curtailment/termination benefits


(3
)















Total net periodic benefit costs recognized

$
16


$
11



$
2


$
4


$
13     Actuarial
    Assumptions and Sensitivity Analysis
    Year Ended


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,Pension Benefits

2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorWeighted average assumptions used to determine benefit
    obligationsDiscount rate


6.0
%


5.8
%



5.4
%


5.3
%


5.4
%Average compensation growth


3.6
%


3.4
%



3.8
%


3.8
%


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


5.9
%


5.2
%



5.4
%


5.4
%


5.1
%Average compensation growth


3.6
%


3.7
%



3.8
%


3.8
%


3.9
%Expected return on plan assets


6.9
%


7.3
%



7.5
%


7.5
%


7.3
%Year Ended


May 16, 2007



April 1, 2007


Three Months


Year EndedMarch 31,


Through



Through


Ended


December 31,Other Benefits

2009


March 31, 2008



May 15, 2007


March 31, 2007


2006Successor


Successor



Predecessor


Predecessor


PredecessorWeighted average assumptions used to determine benefit
    obligationsDiscount rate


6.2
%


6.1
%



5.8
%


5.7
%


5.7
%Average compensation growth


3.9
%


3.9
%



3.9
%


3.9
%


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


6.1
%


5.7
%



5.7
%


5.7
%


5.7
%Average compensation growth


3.9
%


3.9
%



3.9
%


3.9
%


3.9
%  132




---



##### Table of Contents



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


1% DecreaseSensitivity AnalysisEffect on service and interest costs

$
2


$
(2
)Effect on benefit obligation

$
14


$
(12
)   Employers
    Accounting for Postemployment Benefits.
 133




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    CURRENCY
    LOSSES (GAINS)   May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


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

$
(21
)

$
44



$
(10
)

$
(5
)

$
24Net (gain) loss on remeasurement of monetary assets and
    liabilities(B)


98



(2
)



4



6



(8
)Net currency (gain) loss

$
77


$
42



$
(6
)

$
1


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


ThroughMarch 31, 2009


March 31, 2008Successor


SuccessorCumulative currency translation adjustment  beginning
    of
    period

$
59


$
Effect of changes in exchange rates


(122
)


59Cumulative currency translation adjustment  end of
    period

$
(63
)

$
59   16.
    FINANCIAL
    INSTRUMENTS AND COMMODITY CONTRACTS       134




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2009Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


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

$



$



$



$
(11
)

$
(11
)Interest rate swaps










(13
)






(13
)Electricity swap










(6
)


(12
)


(18
)Total derivatives designated as hedging instruments










(19
)


(23
)


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


99



41



(532
)


(13
)


(405
)Currency exchange contracts


20



31



(77
)


(12
)


(38
)Energy contracts










(12
)






(12
)Total derivatives not designated as hedging instruments


119



72



(621
)


(25
)


(455
)Total derivative fair value

$
119


$
72


$
(640
)

$
(48
)

$
(497
)   March 31, 2008Assets


Liabilities


Net Fair ValueCurrent


Noncurrent


Current


Noncurrent


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

$



$



$



$
(184
)

$
(184
)Interest rate swaps










(3
)


(12
)


(15
)Electricity swap


3



11











14Total derivatives designated as hedging instruments


3



11



(3
)


(196
)


(185
)Derivatives not designated as hedging instruments:Aluminum contracts


131



4



(29
)






106Currency exchange contracts


64



6



(116
)


(5
)


(51
)Energy contracts


5















5Total derivatives not designated as hedging instruments


200



10



(145
)


(5
)


60Total derivative fair value

$
203


$
21


$
(148
)

$
(201
)

$
(125
)  135




---



##### Table of Contents



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


April 1, 2007Year Ended

Through


ThroughMarch 31, 2009

March 31, 2008


May 15, 2007Successor

Successor


PredecessorCurrency exchange contracts

$
169


$
(82
)


$
(8
)   Cash Flow
    Hedges
         136




---



##### Table of Contents



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

(Ineffective Portion and AmountGain (Loss)

Reclassified from

Excluded fromRecognized in OCI

AOCI into Income

Effectiveness Testing)Year Ended

Year Ended

Year EndedMarch 31, 2009

March 31, 2009

March 31, 2009Successor

Successor

SuccessorEnergy contracts

$
(21
)

$
12


$
Interest rate swaps

$
3


$



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


(Ineffective Portion and AmountGain (Loss)


Reclassified from


Excluded fromRecognized in OCI


AOCI into Income


Effectiveness Testing)May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007


May 16, 2007



April 1, 2007Through



Through


Through



Through


Through



ThroughMarch 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007


March 31, 2008



May 15, 2007Successor



Predecessor


Successor



Predecessor


Successor



PredecessorCurrency exchange contracts

$




$
4


$




$
1


$




$
Energy contracts

$
23



$
4


$
8



$



$




$
Interest rate swaps

$
(15
)


$



$




$



$
(1
)


$
   Derivative
    Instruments Not Designated as Hedges
           137




---



##### Table of Contents



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



April 1, 2007Year Ended


Through



ThroughMarch 31, 2009


March 31, 2008



May 15, 2007Successor


Successor



PredecessorDerivative Instruments Not Designated as HedgesAluminum contracts

$
(561
)

$
44



$
7Currency exchange contracts


21



(44
)



10Energy contracts


(29
)


12




3Gain (loss) recognized


(569
)


12




20Derivative Instruments Designated as Cash Flow HedgesInterest rate swaps






(1
)



Electricity swap


13



11




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

$
(556
)

$
22



$
20   17.
    FAIR
    VALUE OF ASSETS AND LIABILITIES  Disclosure about Fair Value of Financial Instruments
    FASB
    157 Instruments
     138




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1
  Level 2
  Level 3
    Derivative
    contracts
            Fair Value Measurements UsingLevel 1

Level 2

Level 3

TotalSuccessor:Assets  Derivative instruments

$



$
191


$



$
191Liabilities  Derivative instruments

$



$
(644
)

$
(44
)

$
(688
)    139




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Level 3DerivativeInstruments(A)Successor:Balance as of April 1, 2008

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


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


(33
)Net purchases, issuances and settlements


(13
)Net transfers in and/or (out) of Level 3


1Balance as of March 31, 2009

$
(44
)     (A)
    
    Represents derivative assets net of derivative liabilities.(B)
    
    Included in (Gain) loss on change in fair value of derivative
    instruments, net.(C)
    
    Included in Change in fair value of effective portion of hedges,
    net.  FASB
    107 Instruments
    March 31,2009


2008Carrying


Fair


Carrying


FairValue


Value


Value


ValueSuccessor


Successor


Successor


SuccessorAssetsLong-term receivables from related parties

$
23


$
23


$
41


$
41LiabilitiesLong-term debtNovelis Inc.7.25% Senior Notes, due February 2015


1,171



454



1,466



1,249Floating rate Term Loan facility, due July 2014


295



200



298



298Unsecured credit facility  related party, due January
    2015


91



93







Novelis CorporationFloating rate Term Loan facility, due July 2014


813



584



655



655Novelis Switzerland S.A.Capital lease obligation, due December 2019 (CHF 51 million)


42



36



50



43Capital lease obligation, due August 2011 (CHF 3 million)


2



2



3



3 140




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,2009


2008Carrying


Fair


Carrying


FairValue


Value


Value


ValueSuccessor


Successor


Successor


SuccessorNovelis Korea LimitedBank loan, due October 2010


100



83



100



87Bank loan, due February 2010 (KRW 50 billion)


37



33







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


7



7







Bank loans, due September 2010 through June 2011 (KRW
    308 million)










1



1OtherOther debt, due April 2009 through December 2012


1



1



2



2Financial commitmentsLetters of credit






134







148   18.
    OTHER
    (INCOME) EXPENSES, NET    May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorExchange (gains) losses, net

$
98


$
(2
)


$
4


$
6


$
(8
)Gain on reversal of accrued legal claims(A)


(26
)















Brazilian tax settlement(B)


9
















Impairment charges on long-lived assets


1



1








8



Loss on disposal of business



















15Gain on sale of equity interest in non-consolidated affiliate(C)



















(15
)Gain on sale of rights to develop and operate hydroelectric
    power plants(D)



















(11
)Losses on disposals of property, plant and equipment, net



















5Sale transaction fees











32



32



Other, net


4



(5
)



(1
)


1



(5
)Other (income) expenses, net

$
86


$
(6
)


$
35


$
47


$
(19
)     (A)
    
    We recognized a $26 million gain on the reversal of a
    previously recorded legal accrual upon settlement in September
    2008.(B)
    
    Interest and penalty on Brazilian tax settlement. See
    Note 20  Commitments and Contingencies
    (Brazil Tax Matters).(C)
    
    In November 2006, we sold the common and preferred shares of our
    25% interest in Petrocoque to the other shareholders of
    Petrocoque for approximately $20 million. We recognized a
    pre-tax gain of approximately $15 million.(D)
    
    During the fourth quarter of 2006, we sold our rights to develop
    and operate two hydroelectric power plants in South America and
    recorded a pre-tax gain of approximately $11 million. 141




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    INCOME
    TAXES    May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorDomestic (Canada)

$
(15
)

$
(102
)


$
(45
)

$
(44
)

$
(100
)Foreign (all other countries)


(1,981
)


134




(50
)


(14
)


(194
)Pre-tax income (loss) before equity in net (income) loss on
    non-consolidated affiliates and minority interests share

$
(1,996
)

$
32



$
(95
)

$
(58
)

$
(294
)     May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorCurrent provision (benefit):Domestic (Canada)

$
7


$
7



$



$
1


$
1Foreign (all other countries)


78



71




21



15



72Total current


85



78




21



16



73Deferred provision (benefit):Domestic (Canada)











4







4Foreign (all other countries)


(331
)


(5
)



(21
)


(9
)


(81
)Total deferred


(331
)


(5
)



(17
)


(9
)


(77
)Income tax provision (benefit)

$
(246
)

$
73



$
4


$
7


$
(4
)  142




---



##### Table of Contents



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



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorPre-tax income (loss) before equity in net (income) loss on
    non-consolidated affiliates and minority interests share

$
(1,996
)

$
32



$
(95
)

$
(58
)

$
(294
)Canadian Statutory tax rate


31
%


32
%



33
%


33
%


33
%Provision (benefit) at the Canadian statutory rate

$
(619
)

$
10



$
(31
)

$
(19
)

$
(97
)Increase (decrease) for taxes on income (loss) resulting from:Non-deductible goodwill impairment


415
















Exchange translation items


(4
)


39




23



6



15Exchange remeasurement of deferred income taxes


(48
)


27




3



2



3Change in valuation allowances


61



(6
)



13



23



71Tax credits and other allowances


(8
)


(1
)











Expense (income) items not subject to tax


3



5




(9
)


1



13Enacted tax rate changes


(7
)


(17
)











Tax rate differences on foreign earnings


(33
)


2




2



(6
)


(15
)Uncertain tax positions


2



17












Other, net


(8
)


(3
)



3







6Income tax provision (benefit)

$
(246
)

$
73



$
4


$
7


$
(4
)Effective tax rate


12
%


228
%



(4
)%


(12
)%


1
%   Accounting for Uncertainty in Income Taxes
   143




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Deferred
    Income Taxes
      March 31,2009


2008Successor


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

$
363


$
324Tax losses/benefit carryforwards, net


390



311Depreciation and Amortization


85



91Other assets


45



47Total deferred income tax assets


883



773Less: valuation allowance


(228
)


(160
)Net deferred income tax assets

$
655


$
613Deferred income tax liabilities:Depreciation and amortization

$
774


$
940Inventory valuation reserves


55



134Other liabilities


75



201Total deferred income tax liabilities

$
904


$
1,275Total deferred income tax liabilities

$
904


$
1,275Less: Net deferred income tax assets


655



613Net deferred income tax liabilities

$
249


$
662      144




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Tax
    Uncertainties
  Adoption
    of FASB Interpretation No. 48
  Accounting for Uncertainty in Income Taxes
    ( Retained earnings Accumulated deficit)
     145




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      1999-2003.
      May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007Successor


Successor



Predecessor


PredecessorBeginning balance

$
61


$
47



$
46


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


1



2








Additions based on tax positions of prior years


3



7








1Reductions based on tax positions of prior years


(3
)











(1
)Settlements


(4
)











Statute Lapses


(1
)











Foreign Exchange


(6
)


5




1



Ending Balance

$
51


$
61



$
47


$
46   Income
    Taxes Payable
   146




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    COMMITMENTS
    AND CONTINGENCIES  Primary
    Supplier
    May 16, 2007


April 1, 2007

Three MonthsYear Ended

Through


Through

Ended

Year EndedMarch 31, 2009

March 31, 2008


May 15, 2007

March 31, 2007

December 31, 2006Successor

Successor


Predecessor

Predecessor

PredecessorPurchases from Alcan as a percentage of total combined prime and
    sheet ingot purchases in kt(A)


37
%


35
%



34
%


35
%


35
%     (A)
    
    One kilotonne (kt) is 1,000 metric tonnes. One metric tonne is
    equivalent to 2,204.6 pounds.  Legal
    Proceedings
  Coca-Cola
    Lawsuit. Coca-Cola Coca-Cola Coca-Cola
  ARCO Aluminum Complaint.
     147




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Environmental
    Matters
      clean-up
   148




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Butler Tunnel Site.
          Brazil
    Tax Matters
     149




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  35-45% 80-100% 60-120 monthly 30-35% 70-80% 120-180 monthly 25-30% 60-70%
  Guarantees
    of Indebtedness
          Maximum

LiabilityPotential

CarryingType of Entity

Future Payment

ValueWholly-owned subsidiaries

$
50


$
14Aluminium Norf GmbH


13



     21.
    SEGMENT,
    GEOGRAPHICAL AREA AND MAJOR CUSTOMER INFORMATION  Segment
    Information
      Disclosure About the Segments of
    an Enterprise and Related Information.
 150




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          
    North America.  Headquartered in Cleveland,
    Ohio, this segment manufactures aluminum sheet and light gauge
    products and operates 11 plants, including two fully dedicated
    recycling facilities, in two countries.
    Europe.  Headquartered in Zurich, Switzerland,
    this segment manufactures aluminum sheet and light gauge
    products and operates 14 plants, including one recycling
    facility, in six countries.
    Asia.  Headquartered in Seoul, South Korea,
    this segment manufactures aluminum sheet and light gauge
    products and operates three plants in two countries.
    South America.  Headquartered in Sao Paulo,
    Brazil, this segment comprises bauxite mining, alumina refining,
    smelting operations, power generation, carbon products, aluminum
    sheet and light gauge products and operates four plants in
    Brazil.  Adjustment to Eliminate Proportional
    Consolidation.
   151




---



##### Table of Contents



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

North








South


Proportional


CorporateYear Ended March 31, 2009

America


Europe


Asia


America


Consolidation


and Other


Total(Successor)Net sales

$
3,930


$
3,718


$
1,536


$
1,007


$
(14
)

$



$
10,177Segment income (loss)


82



236



86



139











543Write-off and amortization of fair value adjustments


218



7















8



233Depreciation and amortization


166



226



50



72



(78
)


3



439Income tax provision (benefit)


(156
)


(13
)


(8
)


(62
)


(16
)


9



(246
)Capital expenditures


42



76



20



25



(20
)


2



145Total assets as of March 31, 2009

$
2,973


$
2,750


$
732


$
1,296


$
(234
)

$
50


$
7,567   Adjustment toEliminateSelected Operating Results

North








South


Proportional


CorporateMay 16, 2007 Through March 31, 2008

America


Europe


Asia


America


Consolidation


and Other


Total(Successor)Net sales

$
3,655


$
3,828


$
1,602


$
885


$
(5
)

$



$
9,965Segment income (loss)


266



241



46



143











696Write-off and amortization of fair value adjustments


242



(8
)


(11
)


(9
)






7



221Depreciation and amortization


140



176



52



62



(56
)


1



375Income tax provision (benefit)


23



(70
)


1



69



34



16



73Capital expenditures


42



98



28



28



(14
)


3



185Total assets as of March 31, 2008

$
3,957


$
4,355


$
1,080


$
1,485


$
(199
)

$
59


$
10,737     Adjustment toEliminateSelected Operating Results

North








South


Proportional


CorporateApril 1, 2007 Through May 15, 2007

America


Europe


Asia


America


Consolidation


and Other


Total(Predecessor)Net sales

$
446


$
510


$
216


$
109


$



$



$
1,281Segment income (loss)


(24
)


32



6



18











32Depreciation and amortization


7



11



7



5



(3
)


1



28Income tax provision (benefit)


(19
)


10







14







(1
)


4Capital expenditures


4



8



4



3



(3
)


1



17   152




---



##### Table of Contents



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

North








South


Proportional


CorporateThree Months Ended March 31, 2007

America


Europe


Asia


America


Consolidation


and Other


Total(Predecessor)Net sales

$
925


$
1,057


$
413


$
235


$



$



$
2,630Segment income (loss)


(17
)


85



16



57











141Depreciation and amortization


16



24



14



11



(8
)


1



58Income tax provision (benefit)


(10
)


6







11











7Capital expenditures


9



11



3



4



(4
)


1



24   Adjustment toEliminateSelected Operating Results

North








South


Proportional


CorporateYear Ended December 31, 2006

America


Europe


Asia


America


Consolidation


and Other


Total(Predecessor)Net sales

$
3,691


$
3,620


$
1,692


$
863


$
(17
)

$



$
9,849Segment income (loss)


20



245



82



165











512Depreciation and amortization


70



92



55



44



(32
)


4



233Income tax provision (benefit)


(111
)


29



11



63



(5
)


9



(4
)Capital expenditures


39



45



21



26



(18
)


3



116  153




---



##### Table of Contents



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



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorTotal Segment income

$
543


$
696



$
32


$
141


$
512Depreciation and amortization


(439
)


(375
)



(28
)


(58
)


(233
)Interest expense and amortization of debt issuance costs


(182
)


(191
)



(27
)


(54
)


(221
)Interest income


14



18




1



4



15Unrealized gains (losses) on change in fair value of derivative
    instruments, net(A)


(519
)


(8
)



5



(1
)


(151
)Realized gains (losses) on corporate derivative instruments, net


4



16




(3
)


(2
)


(35
)Impairment of goodwill


(1,340
)















Gain on extinguishment of debt


122
















Impairment charges on long-lived assets


(1
)


(1
)







(8
)


Minority interests share


12



(4
)



1



(2
)


(1
)Adjustment to eliminate proportional consolidation(B)


(226
)


(36
)



(7
)


(9
)


(35
)Restructuring charges, net


(95
)


(6
)



(1
)


(9
)


(19
)Loss on disposals of assets, net



















(20
)Corporate selling, general and administrative expenses


(54
)


(55
)



(35
)


(26
)


(128
)Other costs, net(C)


5



(1
)



(31
)


(33
)


37Income tax benefit (provision)


246



(73
)



(4
)


(7
)


4Net income (loss)

$
(1,910
)

$
(20
)


$
(97
)

$
(64
)

$
(275
)     (A)
    
    Unrealized gains (losses) on change in fair value of derivative
    instruments, net represents the portion of gains (losses) that
    were not settled in cash during the period. Total realized and
    unrealized gains (losses) are shown in the table below and are
    included in the aggregate each period in (Gain) loss on change
    in fair value of derivative instruments, net on our consolidated
    statements of operations.(B)
    
    Our financial information for our segments (including Segment
    income) includes the results of our non-consolidated affiliates
    on a proportionately consolidated basis, which is consistent
    with the way we manage our business segments. However, under
    GAAP, these non-consolidated affiliates are accounted for using
    the equity method of accounting. Therefore, in order to
    reconcile Total Segment income to Net income (loss), the
    proportional Segment income of these non-consolidated affiliates
    is removed from Total Segment income, net of our share of their
    net after-tax results, which is reported as Equity in net
    (income) loss of non-consolidated affiliates on our consolidated
    statements of operations. The adjustment to eliminate
    proportional consolidation for the year ended March 31,
    2009 includes a $160 million impairment charge related to
    our investment in Norf. See Note 10  Investment
    in and Advances to Non-Consolidated Affiliates and Related Party
    Transactions for further information about these
    non-consolidated affiliates. 154




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (C)
    
    Other costs, net for the year ended March 31, 2009 include
    a $26 million non-cash gain on reversal of a legal accrual.
    Sales transaction fees of $32 million were recorded in both
    the three months ended March 31, 2007 and the period
    April 1, 2007 through May 15, 2007. In the three
    months ended December 31, 2006, Other costs, net includes a
    gain on sale of equity interest in non-consolidated affiliates
    and a gain on sale of rights to develop and operate
    hydroelectric power plants (see Note 18  Other
    (Income) Expenses, net).  May 16, 2007



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


Predecessor(Gains) losses on change in fair value of derivative
    instruments, net:Realized and included in Segment income

$
41


$
(14
)


$
(18
)

$
(33
)

$
(249
)Realized on corporate derivative instruments


(4
)


(16
)



3



2



35Unrealized


519



8




(5
)


1



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

$
556


$
(22
)


$
(20
)

$
(30
)

$
(63
)  155




---



##### Table of Contents



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



April 1, 2007


Three MonthsYear Ended


Through



Through


Ended


Year EndedMarch 31, 2009


March 31, 2008



May 15, 2007


March 31, 2007


December 31, 2006Successor


Successor



Predecessor


Predecessor


PredecessorNet sales:United States

$
3,685


$
3,419



$
427


$
870


$
3,474Asia and Other Pacific


1,536



1,602




216



413



1,691Brazil


1,006



880




109



235



847Canada


243



236




19



55



217Germany


2,439



2,508




212



651



2,263United Kingdom


347



445




79



136



428Other Europe


921



875




219



270



929Total Net sales

$
10,177


$
9,965



$
1,281


$
2,630


$
9,849   March 31,2009


2008Successor


SuccessorLong-lived assets:United States

$
1,902


$
2,566Asia and Other Pacific


384



565Brazil


768



967Canada


171



514Germany


415



247United Kingdom


51



170Other Europe


477



1,146Total long-lived assets

$
4,168


$
6,175   Major
    Customer Information
    May 16, 2007


April 1, 2007

Three MonthsYear Ended

Through


Through

Ended

Year EndedMarch 31, 2009

March 31, 2008


May 15, 2007

March 31, 2007

December 31, 2006Successor

Successor


Predecessor

Predecessor

PredecessorNet sales to Rexam as a percentage of total net sales


17
%


15
%



14
%


16
%


14
%  156




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    SUPPLEMENTAL
    CASH FLOW INFORMATION    May 16, 2007ThroughMarch 31, 2008SuccessorSupplemental schedule of non-cash investing and financing
    activities related to the Acquisition of Novelis Common
    Stock:Property, plant and equipment

$
(1,344
)Goodwill


(1,625
)Intangible assets


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


(776
)Debt


66   23.
    QUARTERLY
    RESULTS  Form 10-Qs. Materiality, Considering the Effects of Prior Year Misstatements When
    Quantifying Misstatements in Current Year Financial
    Statements
  
    We identified that a customer sales contract included certain
    terms which, when elected by the customer, result in the
    recognition of a derivative under FASB 133. As changes in the
    valuation of the derivative associated with this arrangement
    were not previously recognized in our financial statements, the
    amounts previously reported in (Gain) loss on change in fair
    value of derivative instruments, net were misstated for the
    quarters ended June 30, 2008, September 30, 2008 and
    December 31, 2008 by $1 million, $(4) million and
    $(8) million, respectively. This error increased
    (decreased) previously reported net income (loss) by
    $(1) million, $2 million and $5 million for the
    quarters ended June 30, 2008, September 30, 2008 and
    December 31, 2008, respectively.
    We determined that there was an error in our valuation of
    certain of our cross-currency swap derivative instruments. As a
    result, the amounts previously reported in (Gain) loss on change
    in fair value of derivative instruments, net were misstated for
    the quarters ended September 30, 2008 and December 31,
    2008 by $4 million and $(1) million, respectively.
    This error increased (decreased) previously reported net income
    (loss) by $(3) million and $1 million for the quarters
    ended September 30, 2008 and December 31, 2008,
    respectively. 157




---



##### Table of Contents



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


September 30,


December 31,


March 31,2008(A)


2008(A)


2008(A)


2009Successor


Successor


Successor


SuccessorNet sales

$
3,103


$
2,959


$
2,176


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


2,831



2,791



2,023



1,606Selling, general and administrative expenses


84



89



73



73Depreciation and amortization


116



107



107



109Research and development expenses


12



10



11



8Interest expense and amortization of debt issuance costs


45



46



47



44Interest income


(5
)


(5
)


(3
)


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


(65
)


185



396



40Impairment of goodwill










1,340



(Gain) loss on extinguishment of debt














(122
)Restructuring charges, net


(1
)






15



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


2



(2
)


166



6Other (income) expenses, net


23



10



20



33Income tax provision (benefit)


35



(168
)


(196
)


83Minority interests share


2







(9
)


(5
)Net income (loss)

$
24


$
(104
)

$
(1,814
)

$
(16
)Dividends per common share

$
0.00


$
0.00


$
0.00


$
0.00     (A)
    
    As revised 158




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   April 1. 2007



May 16, 2007


Quarter EndedQuarter Ended


Through



Through


September 30,


December 31,


March 31,March 31, 2007


May 15, 2007



June 30, 2007(B)


2007(B)


2007(B)


2008(B)Predecessor


Predecessor



Successor


Successor


Successor


SuccessorNet sales

$
2,630


$
1,281



$
1,547


$
2,821


$
2,735


$
2,862Cost of goods sold (exclusive of depreciation and amortization
    shown below)


2,447



1,205




1,436



2,555



2,474



2,577Selling, general and administrative expenses


99



95




42



88



99



90Depreciation and amortization


58



28




53



103



108



111Research and development expenses


8



6




13



10



11



12Interest expense and amortization of debt issuance costs


54



27




28



60



53



50Interest income


(4
)


(1
)



(3
)


(4
)


(6
)


(5
)(Gain) loss on change in fair value of derivative instruments ,
    net


(30
)


(20
)



(14
)


30



56



(94
)Restructuring charges, net


9



1




1







1



4Equity in net (income) loss of non-consolidated affiliates


(3
)


(1
)



1



(20
)


3



(9
)Other (income) expenses, net


47



35




10



(2
)


(17
)


3Provision (benefit) for taxes on income (loss)


7



4




27



20



26



Minority interests share


2



(1
)



(2
)










6Net income (loss)

$
(64
)

$
(97
)


$
(45
)

$
(19
)

$
(73
)

$
117Dividends per common share

$
0.00


$
0.00



$
0.00


$
0.00


$
0.00


$
0.00     (B)
    
    Unaudited.  24.
    SUPPLEMENTAL
    GUARANTOR INFORMATION     159




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
1,186


$
8,421


$
2,647


$
(2,077
)

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


1,182



7,679



2,467



(2,077
)


9,251Selling, general and administrative expenses


9



242



68







319Depreciation and amortization


16



328



95







439Research and development expenses


29



10



2







41Interest expense and amortization of debt issuance costs


114



134



23



(89
)


182Interest income


(78
)


(15
)


(10
)


89



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


5



511



40







556Impairment of goodwill






1,340











1,340Gain on extinguishment of debt, net


(67
)


(55
)










(122
)Restructuring charges, net


5



74



16







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


1,890



172







(1,890
)


172Other (income) expenses, net


(14
)


11



89







863,091



10,431



2,790



(3,967
)


12,345Income (loss) before income taxes and minority interests
    share


(1,905
)


(2,010
)


(143
)


1,890



(2,168
)Income tax provision (benefit)


5



(237
)


(14
)






(246
)Income (loss) before minority interests share


(1,910
)


(1,773
)


(129
)


1,890



(1,922
)Minority interests share










12







12Net loss

$
(1,910
)

$
(1,773
)

$
(117
)

$
1,890


$
(1,910
)  160




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
1,300


$
8,266


$
2,701


$
(2,302
)

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


1,294



7,504



2,546



(2,302
)


9,042Selling, general and administrative expenses


40



210



69







319Depreciation and amortization


19



294



62







375Research and development expenses


27



17



2







46Interest expense and amortization of debt issuance costs


124



135



34



(102
)


191Interest income


(90
)


(17
)


(13
)


102



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


8



(13
)


(17
)






(22
)Restructuring charges, net






2



4







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


(83
)


(25
)






83



(25
)Other (income) expenses, net


(33
)


6



21







(6
)1,306



8,113



2,708



(2,219
)


9,908Income (loss) before income taxes and minority interests
    share


(6
)


153



(7
)


(83
)


57Income tax provision (benefit)


14



53



6







73Income (loss) before minority interests share


(20
)


100



(13
)


(83
)


(16
)Minority interests share










(4
)






(4
)Net loss

$
(20
)

$
100


$
(17
)

$
(83
)

$
(20
)  161




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
129


$
1,020


$
359


$
(227
)

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


131



961



340



(227
)


1,205Selling, general and administrative expenses


29



51



15







95Depreciation and amortization


2



18



8







28Research and development expenses


5



1











6Interest expense and amortization of debt issuance costs


12



21



4



(10
)


27Interest income


(9
)


(1
)


(1
)


10



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


(2
)


(19
)


1







(20
)Restructuring charges, net






1











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


29



(1
)






(29
)


(1
)Other (income) expenses, net


29



8



(2
)






35226



1,040



365



(256
)


1,375Income (loss) before income taxes and minority interests
    share


(97
)


(20
)


(6
)


29



(94
)Income tax provision (benefit)






3



1







4Income (loss) before minority interests share


(97
)


(23
)


(7
)


29



(98
)Minority interests share










1







1Net loss

$
(97
)

$
(23
)

$
(6
)

$
29


$
(97
)  162




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 (In
    millions)
  Three Months Ended March 31, 2007 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
378


$
2,228


$
723


$
(699
)

$
2,630Cost of goods sold (exclusive of depreciation and amortization
    shown below)


377



2,094



675



(699
)


2,447Selling, general and administrative expenses


10



69



20







99Depreciation and amortization


3



38



17







58Research and development expenses


5



2



1







8Interest expense and amortization of debt issuance costs


32



42



7



(27
)


54Interest income


(25
)


(3
)


(3
)


27



(4
)(Gain) loss on change in fair value of derivative instruments ,
    net


2



(29
)


(3
)






(30
)Restructuring charges, net






9











9Equity in net (income) loss of non-consolidated affiliates


11



(3
)






(11
)


(3
)Other (income) expenses, net


27



17



3







47442



2,236



717



(710
)


2,685Income (loss) before income taxes and minority interests
    share


(64
)


(8
)


6



11



(55
)Income tax provision (benefit)






5



2







7Income (loss) before minority interests share


(64
)


(13
)


4



11



(62
)Minority interests share










(2
)






(2
)Net income (loss)

$
(64
)

$
(13
)

$
2


$
11


$
(64
)  163




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    STATEMENTS OF OPERATIONS
 (In
    millions)
  Year Ended December 31, 2006 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$
1,572


$
8,340


$
2,822


$
(2,885
)

$
9,849Cost of goods sold (exclusive of depreciation and amortization
    shown below)


1,522



8,010



2,670



(2,885
)


9,317Selling, general and administrative expenses


72



269



69







410Depreciation and amortization


15



153



65







233Research and development expenses


28



12











40Interest expense and amortization of debt issuance costs


145



152



31



(107
)


221Interest income


(97
)


(12
)


(13
)


107



(15
)(Gain) loss on change in fair value of derivative instruments ,
    net


49



(128
)


16







(63
)Restructuring charges, net






16



3







19Equity in net (income) loss of non-consolidated affiliates


115



(16
)






(115
)


(16
)Other (income) expenses, net


(11
)


4



(12
)






(19
)1,838



8,460



2,829



(3,000
)


10,127Income (loss) before income taxes and minority interests
    share


(266
)


(120
)


(7
)


115



(278
)Income tax provision (benefit)


9



(28
)


15







(4
)Income (loss) before minority interests share


(275
)


(92
)


(22
)


115



(274
)Minority interests share










(1
)






(1
)Net income (loss)

$
(275
)

$
(92
)

$
(23
)

$
115


$
(275
)  164




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent assetsCash and cash equivalents

$
3


$
175


$
70


$



$
248Accounts receivable, net of allowances third parties


21



761



267







1,049 related parties


411



183



32



(601
)


25Inventories


31



523



239







793Prepaid expenses and other current assets


4



31



16







51Fair value of derivative instruments






145



7



(33
)


119Deferred income tax assets






192



24







216Total current assets


470



2,010



655



(634
)


2,501Property, plant and equipment, net


162



2,146



491







2,799Goodwill






570



12







582Intangible assets, net






787











787Investments in and advances to non-consolidated affiliates


1,647



719







(1,647
)


719Fair value of derivative instruments, net of current portion






46



28



(2
)


72Deferred income tax assets


1



3











4Other long-term assets


1,028



207



96



(1,228
)


103Total assets

$
3,308


$
6,488


$
1,282


$
(3,511
)

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

$
3


$
4


$
44


$



$
51Short-term borrowings third parties






231



33







264 related parties


7



330



22



(359
)


Accounts payable third parties


33



458



234







725 related parties


41



157



90



(240
)


48Fair value of derivative instruments


7



540



126



(33
)


640Accrued expenses and other current liabilities


34



395



90



(3
)


516Deferred income tax liabilities


















Total current liabilities


125



2,115



639



(635
)


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


1,464



852



101







2,417 related parties


223



976



120



(1,228
)


91Deferred income tax liabilities






459



10







469Accrued postretirement benefits


27



346



122







495Other long-term liabilities


50



288



5



(1
)


3421,889



5,036



997



(1,864
)


6,058Commitments and contingenciesMinority interests in equity of consolidated affiliates










90







90Shareholders equityCommon stock


















Additional paid-in capital


3,497















3,497Retained earnings/(accumulated deficit)/owners net
    investment


(1,930
)


1,533



325



(1,858
)


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


(148
)


(81
)


(130
)


211



(148
)Total shareholders equity


1,419



1,452



195



(1,647
)


1,419Total liabilities and shareholders equity

$
3,308


$
6,488


$
1,282


$
(3,511
)

$
7,567  165




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONSOLIDATING
    BALANCE SHEET
 (In
    millions)
  As of March 31, 2008 SuccessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent assetsCash and cash equivalents

$
12


$
177


$
137


$



$
326Accounts receivable, net of allowances third parties


38



819



391







1,248 related parties


519



288



34



(810
)


31Inventories


58



992



405







1,455Prepaid expenses and other current assets


4



34



20







58Fair value of derivative instruments






187



29



(13
)


203Deferred income tax assets






121



4







125Total current assets


631



2,618



1,020



(823
)


3,446Property, plant and equipment, net


178



2,455



724







3,357Goodwill






1,741



189







1,930Intangible assets, net






888











888Investments in and advances to non-consolidated affiliates


3,629



945



1



(3,629
)


946Fair value of derivative instruments, net of current portion






18



3







21Deferred income tax assets


4







2







6Other long-term assets


1,329



159



135



(1,480
)


143Total assets

$
5,771


$
8,824


$
2,074


$
(5,932
)

$
10,737LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
3


$
11


$
1


$



$
15Short-term borrowings third parties






70



45







115 related parties


5



370



25



(400
)


Accounts payable third parties


84



925



573







1,582 related parties


109



234



88



(376
)


55Fair value of derivative instruments






146



15



(13
)


148Accrued expenses and other current liabilities


40



555



113



(4
)


704Deferred income tax liabilities






39











39Total current liabilities


241



2,350



860



(793
)


2,658Long-term debt, net of current portion third parties


1,761



698



101







2,560 related parties






1,206



304



(1,510
)


Deferred income tax liabilities


1



733



20







754Accrued postretirement benefits


23



297



101







421Other long-term liabilities


222



431



19







6722,248



5,715



1,405



(2,303
)


7,065Commitments and contingenciesMinority interests in equity of consolidated affiliates










149







149Shareholders equityCommon stock


















Additional paid-in capital


3,497















3,497Retained earnings/(accumulated deficit)/owners net
    investment


(20
)


3,075



564



(3,639
)


(20
)Accumulated other comprehensive income (loss)


46



34



(44
)


10



46Total shareholders equity


3,523



3,109



520



(3,629
)


3,523Total liabilities and shareholders equity

$
5,771


$
8,824


$
2,074


$
(5,932
)

$
10,737  166




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
87


$
(139
)

$
39


$
(223
)

$
(236
)INVESTING ACTIVITIESCapital expenditures


(8
)


(100
)


(37
)






(145
)Proceeds from sales of assets


2



2



1







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






20











20Proceeds from loans receivable, net  related parties






17











17Net proceeds from settlement of derivative instruments


2



(77
)


67







(8
)Net cash provided by (used in) investing activities


(4
)


(138
)


31







(111
)FINANCING ACTIVITIESProceeds from issuance of debt third parties






220



43







263 related parties


91















91Principal repayments third parties


(223
)


(11
)


(1
)






(235
) related parties


41



(89
)


(152
)


200



Short-term borrowings, net third parties






185



(9
)






176 related parties


2



(25
)






23



Dividends minority interests










(6
)






(6
)Debt issuance costs


(3
)














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


(92
)


280



(125
)


223



286Net increase in cash and cash equivalents


(9
)


3



(55
)






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






(5
)


(12
)






(17
)Cash and cash equivalents  beginning of period


12



177



137







326Cash and cash equivalents  end of period

$
3


$
175


$
70


$



$
248  167




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
88


$
363


$
144


$
(190
)

$
405INVESTING ACTIVITIESCapital expenditures


(11
)


(143
)


(31
)






(185
)Proceeds from sales of assets


5



2



1







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


(40
)


25



(1
)


40



24Proceeds from loans receivable, net  related parties






18











18Net proceeds from settlement of derivative instruments


12



32



(7
)






37Net cash provided by (used in) investing activities


(34
)


(66
)


(38
)


40



(98
)FINANCING ACTIVITIESProceeds from issuance of common stock


92



40







(40
)


92Proceeds from issuance of debt


300



659



141







1,100Principal repayments third parties


(261
)


(608
)


(140
)






(1,009
) related parties






(189
)


31



158



Short-term borrowings, net third parties


(45
)


(188
)


(8
)






(241
) related parties


(99
)


81



(14
)


32



Dividends minority interests










(1
)






(1
)Debt issuance costs


(37
)














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


(50
)


(205
)


9



150



(96
)Net increase in cash and cash equivalents


4



92



115







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






11



2







13Cash and cash equivalents  beginning of period


8



74



20







102Cash and cash equivalents  end of period

$
12


$
177


$
137


$



$
326  168




---



##### Table of Contents



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


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash used in operating activities

$
(21
)

$
(181
)

$
(28
)

$



$
(230
)INVESTING ACTIVITIESCapital expenditures


(1
)


(10
)


(6
)






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






1











1Net proceeds from settlement of derivative instruments


(5
)


23











18Net cash provided by (used in) investing activities


(6
)


14



(6
)






2FINANCING ACTIVITIESProceeds from issuance of debt






150











150Principal repayments






(1
)










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


45



9



6







60 related parties


(15
)


11



4







Dividends minority interests










(7
)






(7
)Debt issuance costs


(2
)














(2
)Proceeds from the exercise of stock options


1















1Net cash provided by financing activities


29



169



3







201Net increase (decrease) in cash and cash equivalents


2



2



(31
)






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






1











1Cash and cash equivalents  beginning of period


6



71



51







128Cash and cash equivalents  end of period

$
8


$
74


$
20


$



$
102  169




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  Three Months Ended March 31, 2007 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
(30
)

$
(55
)

$
50


$
(52
)

$
(87
)INVESTING ACTIVITIESCapital expenditures


(2
)


(16
)


(6
)






(24
)Changes to investment in and advances to non-consolidated
    affiliates






1











1Proceeds from loans receivable, net  related parties






1











1Net proceeds from settlement of derivative instruments






24











24Net cash provided by (used in) investing activities


(2
)


10



(6
)






2FINANCING ACTIVITIESPrincipal repayments






(1
)










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






113











113 related parties


7



5



(12
)






Dividends common shareholders






(38
)


(14
)


52



Proceeds from the exercise of employee stock options


27















27Windfall tax benefit on share-based compensation


1















1Net cash provided by (used in) financing activities


35



79



(26
)


52



140Net increase in cash and cash equivalents


3



34



18







55Cash and cash equivalents  beginning of period


3



37



33







73Cash and cash equivalents  end of period

$
6


$
71


$
51


$



$
128  170




---



##### Table of Contents



Novelis
    Inc.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOVELIS
    INC.
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 (In
    millions)
  Year Ended December 31, 2006 PredecessorNon-Parent


Guarantors


Guarantors


Eliminations


ConsolidatedOPERATING ACTIVITIESNet cash provided by (used in) operating activities

$
104


$
(9
)

$
87


$
(166
)

$
16INVESTING ACTIVITIESCapital expenditures


(8
)


(72
)


(36
)






(116
)Disposal of business, net


(7
)














(7
)Proceeds from sales of assets






38











38Changes to investment in and advances to non-consolidated
    affiliates






3











3Proceeds from (advances on) loans receivable, net 
    related parties


48



(60
)


(28
)


77



37Premiums paid to purchase derivative instruments






(4
)










(4
)Net proceeds from settlement of derivative instruments


(34
)


283



(7
)






242Net cash provided by (used in) investing activities


(1
)


188



(71
)


77



193FINANCING ACTIVITIESProceeds from issuance of debt third parties










41







41 related parties






1,300



460



(1,760
)


Principal repayments third parties


(83
)


(147
)


(123
)






(353
) related parties






(1,247
)


(397
)


1,644



Short-term borrowings, net third parties






103











103Dividends preference shares






(12
)






12



 common shareholders


(15
)


(175
)


(18
)


193



(15
) minority interests










(15
)






(15
)Net receipts from Alcan


5















5Debt issuance costs


(11
)














(11
)Proceeds from the exercise of stock options


2















2Net cash used in financing activities


(102
)


(178
)


(52
)


89



(243
)Net increase (decrease) in cash and cash equivalents


1



1



(36
)






(34
)Effect of exchange rate changes on cash balances held in
    foreign currencies






2



5







7Cash and cash equivalents  beginning of period


2



34



64







100Cash and cash equivalents  end of period

$
3


$
37


$
33


$



$
73  171




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Form 10-K Rule 13a-15(e)
  Remediation
    of Previously Disclosed Material Weakness
  Form 10-K Form 10-Q form 10-Q
           172




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures of the
    Company are being made only in accordance with authorizations of
    management and directors of the Company, and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    Companys consolidated financial statements.    Internal Control
     Integrated Framework Internal Control-Integrated Framework
      Item 9B.
    Other
    Information   173




---



##### Table of Contents



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

Director Since

Age

PositionKumar Mangalam Birla

May 15, 2007

42

Chairman of the BoardAskaran Agarwala(B)

May 15, 2007

75

DirectorD. Bhattacharya(A)(B)

May 15, 2007

60

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

January 6, 2005

60

DirectorDonald A. Stewart(A)

May 15, 2007

62

Director     (A)
    
    Member of our Audit Committee.(B)
    
    Member of our Compensation Committee.  Kumar Mangalam Birla
  Askaran Agarwala
  D. Bhattacharya
  Clarence J. Chandran
 174




---



##### Table of Contents



Donald A. Stewart
  Our
    Executive Officers
    Name

Age

PositionPhilip Martens


49


President and Chief Operating OfficerSteven Fisher


38


Senior Vice President and Chief Financial OfficerBrock Shealy


48


Senior Vice President, General Counsel, Compliance Officer and
    Global IT LeaderJean-Marc Germain


43


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


51


Senior Vice President and President of Novelis EuropeThomas Walpole


54


Senior Vice President and President of Novelis AsiaAlexandre Almeida


45


Senior Vice President and President of Novelis South AmericaRobert Virtue


57


Vice President, Human ResourcesRobert Nelson


52


Vice President, Controller and Chief Accounting OfficerBrenda Pulley


51


Vice President, Corporate Affairs and CommunicationsNick Madden


52


Vice President, Global Procurement Metal ManagementRandal Miller


46


Vice President, TreasurerChristopher Courts


32


Assistant General Counsel and Corporate Secretary   Philip Martens
  Steven Fisher
 175




---



##### Table of Contents



Brock Shealy
  Jean-Marc Germain
  Antonio Tadeu Coelho Nardocci
  Thomas Walpole
  Alexandre Almeida
  Robert Virtue
 176




---



##### Table of Contents



Robert Nelson
  Brenda Pulley
  Nick Madden
  Randal Miller
  Christopher Courts
  Board of
    Directors and Corporate Governance Matters
   177




---



##### Table of Contents



Novelis
    Board of Directors
      Corporate
    Governance
    Committees
    of Our Board of Directors
      Audit
    Committee and Financial Experts
      
    evaluating and compensating our independent registered public
    accounting firm;
    making recommendations to the Board of Directors and
    shareholders relating to the appointment, retention and
    termination of our independent registered public accounting firm;
    discussing with our independent registered public accounting
    firm their qualifications and independence from management; 178




---



##### Table of Contents




    reviewing with our independent registered public accounting firm
    the scope and results of their audit;
    pre-approving all audit and permissible non-audit services to be
    performed by our independent registered public accounting firm;
    review areas of potential significant financial risk and the
    steps taken to monitor and manage such exposures;
    overseeing the financial reporting process and discussing with
    management and our independent registered public accounting firm
    the interim and annual financial statements that we file with
    the SEC and
    reviewing and monitoring our accounting principles, accounting
    policies and disclosure, internal control over financial
    reporting and disclosure controls and procedures.  Compensation
    Committee
  and/or
  Code
    of Conduct and Guidelines for Ethical Behavior
    Item 11.
    Executive
    Compensation  Form 10-K.
  Compensation
    Discussion and Analysis
  Introduction
   179




---



##### Table of Contents



Name

TitleMartha Finn Brooks

Former President and Chief Operating OfficerSteven Fisher

Senior Vice President and Chief Financial OfficerArnaud de Weert

Former President of Novelis EuropeJean-Marc Germain

Senior Vice President and President of Novelis North AmericaThomas Walpole

Senior Vice President and President of Novelis Asia   Compensation
    Committee and Role of Management
          Objectives
    and Design of Our Compensation Program
    
    Provide Total Direct Compensation Opportunities That Are
    Competitive with Similar Positions at Comparable
    Companies:  To enable us to attract, motivate and
    retain qualified executives, total direct compensation
    opportunities for each executive (base pay, annual short-term
    incentives and long-term incentives) are targeted at levels to
    be competitive with similar positions at comparable companies.
    The 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 Long-Term Performance Based
    Awards:  We believe a long-term stake in the
    sustained performance of Novelis effectively aligns executive
    and shareholder interests and provides motivation for enhancing
    shareholder value. As a result, we may provide long-term
    performance based awards, which are generally paid in cash. 180




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##### Table of Contents



Elements
    of Our Compensation Program
    
    Base Pay
    Short-Term (Annual) Incentives
    Long-Term Incentives
    Employee Benefits    Base Pay.
  Short-Term (Annual) Incentives.
 181




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##### Table of Contents



Annual
    Incentive Plan  2008  2009
        Fiscal 2009


Fiscal 2009Name

Target


ActualMartha Finn Brooks

$
825,000


$
113,850Steven Fisher

$
337,500


$
46,575Arnaud de Weert

$
367,031


$
160,457Jean-Marc Germain

$
195,000


$
15,422Thomas Walpole

$
156,750


$
26,177   Long-Term Incentives.
  Long-Term
    Incentive Plan FY 2008  FY 2010 (2008
    LTIP)
   182




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##### Table of Contents



Eligible for2008-2010


PayoutLTIP


Based on


2009 LTIP


2009 LTIPApproved


2009


Approved


ApprovedName

Grant


Results


Level


PayoutMartha Finn Brooks

$
2,100,000


$
210,000




%

$
Steven Fisher

$
450,000


$
45,000




%

$
Arnaud de Weert

$
450,000


$
45,000




%

$
Jean-Marc Germain

$
450,000


$
45,000




%

$
Thomas Walpole

$
325,000


$
32,500




%

$
   Long-term
    Incentive Plan FY 2009  FY 2012 (2009
    LTIP)
          2009-2012





Number ofLTIP


Number of


SARs Vesting


Number ofApproved


SARs


Based on


SARs Forfeited/Name

Grant


Granted


FY 2009


CanceledMartha Finn Brooks(A)

$
2,231,000



3,919,938







979,984Steven Fisher

$
500,000



878,516







219,629Arnaud de Weert

$
500,000



878,516







219,629Jean-Marc Germain

$
500,000



878,516







219,629Thomas Walpole

$
350,000



614,961







153,740     (A)
    
    Ms Brooks terminated her services with the Company effective
    May 8, 2009 and an additional 2,939,954 SARs granted to her
    were forfeited/cancelled. 183




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##### Table of Contents



Recognition
    Agreements
    Recognition


ConsiderationName

Shares


ReceivedMartha Finn Brooks


14,200


$
638,006Steven Fisher


2,850


$
128,051Arnaud de Weert


4,100


$
184,213Jean-Marc Germain


2,700


$
121,311Thomas Walpole


3,500


$
157,255   Employee
    Benefits
  
    U.S. Pension Plan:    Additional Pension Benefits:
  
    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 2008.
    Savings Plan and Non-Qualified Defined Contribution Plan:
    All U.S. based executives are eligible to participate in
    our tax qualified savings plan. We match up to 4.5% of pay (up
    to the IRS compensation limit; $245,000 for calendar year
    2009) for participants who contribute 6% of pay or more to
    the savings plan. In addition, U.S. based executives hired
    on or after January 1, 2005 are eligible to share in our
    discretionary contributions. Discretionary contributions are
    first made to the qualified plan (up to the IRS compensation
    limit) and any excess amounts are made to our non-qualified
    defined contribution plan. For fiscal 2009, we made a
    discretionary contribution equal to 5% of pay. Mr. Fisher
    was the only named executive officer eligible for a
    discretionary contribution for the period.
    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.
    Health & Welfare
    Benefits:  Executives are entitled to participate
    in our employee benefit plans (including medical, dental,
    disability, and life insurance benefits) on the same basis as
    other employees. 184




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##### Table of Contents



Employment-Related
    Agreements
    Timing of
    Compensation Decisions
      Compensation
    Committee Report
  Form 10-K.
        Summary
    Compensation Table
    Non-Equity

ChangeIncentive

inStock

Option

Plan

Pension

All OtherName and Principal Position

Year

Salary

Bonus

Awards(A)

Awards

Compensation(B)

Value(C)

Compensation(D)

TotalMartha Finn Brooks,


2009


$
731,250


$



$
211,104


$



$
113,850


$
344,054


$
90,666


$
1,490,924President and


2008



672,572







896,739



10,466,761



1,096,223



97,640



92,991



13,322,926Chief Operating Officer


J-M 2007



163,750







1,692,965



264,377



147,375



97,363



12,707



2,378,537Steven Fisher,


2009


$
425,000


$



$
42,370


$



$
46,575


$



$
67,657


$
581,602Senior Vice President and Chief Financial Officer


2008



334,538



40,000



171,780



386,927



361,175







63,732



1,358,152Arnaud de Weert,


2009


$
625,745


$



$
60,953


$



$
160,457


$
17,205


$
108,161


$
972,521Senior Vice President


2008



674,280







247,123



670,448



601,043



24,801



114,236



2,331,931and President of Novelis Europe


J-M 2007



158,000







29,202



140,621



98,750



4,219



20,203



450,995Jean-Marc Germain,


2009


$
318,625


$



$
40,140


$



$
15,422


$
24,847


$
126,681


$
525,715Senior Vice President and President of Novelis North AmericaThomas Walpole,


2009


$
281,250


$



$
52,033


$



$
26,177


$
221,833


$
539,251


$
1,120,544Senior Vice President


2008



270,000







217,752



981,865



210,890



59,765



607,032



2,347,304and President of Novelis Asia


J-M 2007



66,458







289,674



278,790



34,406



73,616



3,866



746,810  185




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##### Table of Contents



(A)
    
    For the year ended March 31, 2009, these stock awards
    represent awards under our Recognition agreements.(B)
    
    For the year ended March 31, 2009, these represent awards
    earned under the Novelis Annual Incentive Plan (AIP).(C)
    
    Represents the aggregate change in actuarial present value of
    the named executive officers accumulated benefit under our
    qualified and non-qualified defined benefit pension plans during
    fiscal 2009. Assumptions used in the calculation of these
    amounts are included in Note 14 to our audited consolidated
    financial statements for the year ended March 31, 2009.(D)
    
    The amounts shown in the All Other Compensation Column reflect
    the values from the table below.  CompanyContribution











OtherSeverance


to Defined


Group


Relocation and





Perquisites andRelated


Contribution


Life


Hosing Related


Child Tuition


PersonalName

Payments


Plans(A)


Insurance


Payments


Reimbursement


Benefits


TotalMartha Finn Brooks

$



$
8,075


$
2,106


$



$
51,420


$
29,065
(B)

$
90,666Steven Fisher

$



$
40,647


$
457


$



$



$
26,553
(B)

$
67,657Arnaud de Weert

$



$
83,563


$



$



$



$
24,598
(C)

$
108,161Jean-Marc Germain

$



$
9,705


$
470


$



$
98,042


$
18,464
(B)

$
126,681Thomas Walpole

$



$
8,916


$
1,024


$
527,309
(D)

$



$
2,002
(E)

$
539,251    (A)
    Represents matching contribution (and discretionary
    contributions in the case of Mr. Fisher) made to our tax
    qualified and non-qualified defined contribution plans.  (B)
    Includes executive flex allowance, car allowance, tax advice and
    home security, each of which individually had an aggregate
    incremental cost less than $25,000.(C)
    Includes executive flex allowance and car allowance, each of
    which individually had an aggregate incremental cost less than
    $25,000.  (D)
    Includes: (i) an Expatriate Premium of $153,346;
    (ii) Employer paid Korean Tax Deposit of $166,492;
    (iii) Employer provided housing of $119,544;
    (iv) Employer paid car/driver for Korean assignment of
    $64,091; (v) travel reimbursement of $23,543 and
    (vi) club dues of $293.  (E)
    Includes car allowance and tax advice, each of which
    individually had an aggregate incremental cost less than $25,000.  Grants of
    Plan-Based Awards in Fiscal 2009
    Estimated Future Payout


Estimated Future PayoutUnder Non-Equity


Under EquityIncentive Plan Awards(A)


Incentive Plan Awards(B)Name

Grant Date


Threshold


Target


Maximum


Threshold


Target ($)


MaximumMartha Finn Brooks


11/19/2008


$



$
825,000


$
1,650,000


$



$
2,231,000


$
6,693,000Steven Fisher


11/19/2008


$



$
337,500


$
675,000


$



$
500,000


$
1,500,000Arnaud de Weert


11/19/2008


$



$
367,031


$
734,062


$



$
500,000


$
1,500,000Jean-Marc Germain


11/19/2008


$



$
195,000


$
390,000


$



$
500,000


$
1,500,000Thomas Walpole


11/19/2008


$



$
156,750


$
313,500


$



$
350,000


$
1,050,000     (A)
    
    This grant was made under the Novelis Annual Incentive Plan
    (AIP) for the year ended March 31, 2009.(B)
    
    This grant was made under the 2009 LTIP in the form of SARs. 186




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##### Table of Contents



Employment-Related
    Agreements and Certain Employee Benefit Plans
    Agreement
    with Martha Finn Brooks
          Agreement
    with Philip Martens
     187




---



##### Table of Contents




    a lump sum cash amount equal to two times the sum of
    (1) his annual base salary plus (2) his target short
    term incentive opportunity for the calendar year in which the
    change in control occurs; the lump sum cash amount will be
    reduced by the amount of severance payments, if any, paid or
    payable to him other than pursuant to the CIC Agreement to avoid
    duplication of payments;
    other benefits described in the CIC Agreement including a lump
    sum payment to assist him with post-employment medical
    continuation coverage, life insurance benefits, and retirement
    benefits; and
    a
    gross-up
    reimbursement for any excise tax liability imposed by
    Section 4999 of the Internal Revenue Code.    Agreement
    with Steven Fisher
    Agreement
    with Arnaud de Weert
      Agreement
    with Jean-Marc Germain
   188




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##### Table of Contents



Agreement
    with Thomas Walpole
    Change
    in Control Agreements
    Long-term
    Incentive Plan (LTIP)  FY 2009  FY
    2012
          Name

LTIP TargetMartha Finn Brooks

$
2,231,000Steven Fisher

$
500,000Arnaud de Weert

$
500,000Jean-Marc Germain

$
500,000Thomas Walpole

$
350,000  189




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##### Table of Contents



Option
    Exercises and Stock Vested in 2009
    Option Awards


Stock AwardsNumber of





Number ofShares


Value


SharesAcquired


Realized


Acquired


Value Realizedon Exercise or


on Exercise or


on Vesting or


on Vesting orName

Cancellation


Cancellation


Cancellation(A)


CancellationMartha Finn Brooks





$




14,200


$
638,006Steven Fisher





$




2,850


$
128,051Arnaud de Weert





$




4,100


$
184,213Jean-Marc Germain





$




2,700


$
121,311Thomas Walpole





$




3,500


$
157,255     (A)
    
    Represents values for Recognition Awards.  Outstanding
    Equity Awards as of March 31, 2009
  SAR AwardsNumber ofSecuritiesUnderlying


Number ofUnexercised


Securities UnderlyingSARs


Unexercised SARs


SAR Exercise


SARName

Exercisable


Unexercisable


Price(A)


Expiration DateMartha Finn Brooks






2,939,954
(B)

$
1.16



June 19, 2015Steven Fisher






658,887


$
1.16



June 19, 2015Arnaud de Weert






658,887


$
1.16



June 19, 2015Jean-Marc Germain






658,887


$
1.16



June 19, 2015Thomas Walpole






461,221


$
1.16



June 19, 2015     (A)
    
    SARs issued are payable in cash based on the stock performance
    of Hindalco Industries Limited, listed on the National Stock
    Exchange in Mumbai, India. Novelis is a subsidiary of Hindalco
    Industries Limited. The Exercise price of 60.5 Indian Rupees
    converted to US$ based on an exchange rate of 1US$=INR 52.17
    which was the closing exchange rate on March 31, 2009.(B)
    
    Ms Brooks terminated her services with the Company effective
    May 8, 2009 and an additional 2,939,954 SARs granted to her
    were forfeited / cancelled. 190




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##### Table of Contents



Pension
    Benefits in Fiscal 2009
    Number of


Present


PaymentsYears


Value of


DuringCredited


Accumulated


LastName

Plan Name(A)

Service


Benefit(B)


Fiscal YearMartha Finn Brooks

Novelis Pension Plan


6.667


$
125,445


$
Novelis SERP


6.667



744,392
(C)


Steven Fisher

Not eligible





$



$
Arnaud de Weert

Pensionskasse Alcan Schweiz


2.917


$
55,659


$
Jean-Marc Germain

Novelis Pension Plan


2.25


$
27,726


$
Novelis SERP


2.25



19,814



Thomas Walpole

Novelis Pension Plan


29.833


$
766,967


$
Novelis SERP


29.833



592,814



     (A)
    
    See Compensation Discussion and Analysis  Elements of
    Our Compensation, Employee Benefits for a discussion of these
    plans.(B)
    
    See Note 15 to our audited consolidated financial
    statements for the year ended March 31, 2009, for a
    discussion of the assumptions used in the calculation of these
    amounts.(C)
    
    Includes an amount of $126,589 as the present value of
    accumulated benefit under the Cummins Minimum Pension Guarantee
    as outlined as part of Ms. Brooks employment
    agreement.    Years of Service10

15

20

25

30

35U.S. Pension Plan


17
%


25
%


34
%


42
%


51
%


59
%Swiss Pension Scheme


18
%


27
%


36
%


45
%


54
%


63
%  191




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##### Table of Contents



Potential
    Payments Upon Termination or Change in Control
    Martha Finn Brooks(A)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orType of Payment

Executive


us for Cause


Cause


Control


DisabilityShort-Term Incentive Pay(B)

$
825,000


$



$
825,000


$
825,000


$
825,000Long-Term Incentive Plan(C)


















Severance










1,500,000
(D)


3,150,000
(E)


Retirement plans














390,861
(F)


Lump sum cash payment for continuation of health coverage














49,948
(G)


Continued group life insurance coverage














4,997
(H)


Total

$
825,000


$



$
2,325,000


$
4,420,806


$
825,000     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $57,692
    at March 31, 2009). Ms. Brooks was not eligible for
    retirement on March 31, 2009.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2008 through March 31, 2009.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2009.(D)
    
    This amount is equal to 200% of executives annual base
    salary and would be paid pursuant to the executives
    Employment Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of 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 March 31, 2009.(G)
    
    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 March 31, 2009,
    grossed up for applicable taxes using an assumed tax rate of 40%. 192




---



##### Table of Contents



(H)
    
    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.  Steven Fisher(A)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orType of Payment

Executive


us for Cause


Cause


Control


DisabilityShort-Term Incentive Pay(B)

$
337,500


$



$
337,500


$
337,500


$
337,500Long-Term Incentive Plan(C)


















Severance










56,250
(D)


1,575,000
(E)


Retirement plans














100,800
(F)


Lump sum cash payment for continuation of health coverage














49,948
(G)


Continued group life insurance coverage














1,432
(H)


Total

$
337,500


$



$
393,750


$
2,064,680


$
337,500     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $34,615
    at March 31, 2009). Mr. Fisher was not eligible for
    retirement on March 31, 2009.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2008 through March 31, 2009.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2009.(D)
    
    This amount is equal to the benefit payable under the Novelis
    Severance Pay Plan.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of 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.(G)
    
    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 March 31, 2009,
    grossed up for applicable taxes using an assumed tax rate of 40%.(H)
    
    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.  193




---



##### Table of Contents



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





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orType of Payment

Executive


us for Cause


Cause


Control


DisabilityShort-Term Incentive Pay(B)

$
367,031


$



$
367,031


$
367,031


$
367,031Long-Term Incentive Plan(C)


















Severance










685,125
(D)


1,908,563
(E)


Retirement plans














213,793
(F)


Total

$
367,031


$



$
1,052,156


$
2,489,387


$
367,031     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $45,173
    at March 31, 2009). Mr. de Weert was not eligible for
    retirement on March 31, 2009.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2008 through March 31, 2009.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2009.(D)
    
    This amount is equal to 14 months of executives
    annual base salary and would be paid pursuant to the
    executives Employment Agreement.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of 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 March 31, 2009.  Jean-Marc Germain(A)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection withTermination by


Termination by


us Without


Change in


Death orType of Payment

Executive


us for Cause


Cause


Control


DisabilityShort-Term Incentive Pay(B)

$
195,000


$



$
195,000


$



$
195,000Long-Term Incentive Plan(C)


















Severance










780,000
(D)






Retirement plans


















Continued group life insurance coverage


















Total

$
195,000


$



$
975,000


$



$
195,000     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $25,000
    at March 31, 2009). Mr. Germain was not eligible for
    retirement on March 31, 2009.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2008 through March 31, 2009. 194




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##### Table of Contents



(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2009.(D)
    
    This amount is equal to 18 months of executives
    annual base salary and target bonus and would be paid pursuant
    to the executives Employment Agreement.  Thomas Walpole(A)Termination byus WithoutCause or byExecutive forGood Reason inVoluntary





Termination by


Connection with


RetirementTermination by


Termination by


us Without


Change in


Death orType of Payment

Executive


us for Cause


Cause


Control


DisabilityShort-Term Incentive Pay(B)

$
156,750


$



$
156,750


$
156,750


$
156,750Long-Term Incentive Plan(C)


















Severance










486,875
(D)


883,500
(E)


Retirement plans














270,619
(F)


Continued group life insurance coverage














2,352
(G)


Total

$
156,750


$



$
643,625


$
1,313,221


$
156,750     (A)
    
    In addition to the estimated payments set forth in this table,
    the executive would be eligible for payments or benefits that
    would be paid to our salaried employees generally upon
    termination of employment (including, for example, earned but
    unpaid base salary and accrued vacation (approximately $21,923
    at March 31, 2009). Mr. Walpole was eligible for
    retirement on March 31, 2009.(B)
    
    These amounts represent 100% of the executives target
    short-term incentive opportunity for the period April 1,
    2008 through March 31, 2009.(C)
    
    These amounts represent the amount of Long-Term Incentive Plan
    (LTIP) that would have been earned as of March 31, 2009.(D)
    
    This amount is equal to the benefit payable under the Novelis
    Severance Pay Plan.(E)
    
    This amount is equal to two times the sum of executives
    base salary and target short-term incentive and would be paid
    pursuant to the executives Change in Control Agreement.(F)
    
    This amount is equal to the present value of 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 March 31, 2009.(G)
    
    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.  Director
    Compensation  for Directors for the Period
    April 1, 2008 through March 31, 2009
    out-of-pocket
 195




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##### Table of Contents



Fees EarnedName

or Paid in CashKumar Mangalam Birla

$
62,500D. Bhattacharya

$
155,000Askaran K. Agarwala

$
150,000Clarence J. Chandran

$
155,000Donald A. Stewart

$
   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 Committee;
    a director of another entity, one of whose executive officers
    served on our 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      Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K.
     196




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    
    for the year ended March 31, 2009 and
    for the periods from (a) January 1, 2007 through
    March 31, 2007; (b) April 1, 2007 through
    May 15, 2007; and (c) May 16, 2007 through
    March 31, 2008  For the PeriodsJanuary 1, 2007-March 31, 2007;April 1, 2007-Year Ended


May 15, 2007;March 31,


and May 16, 2007-2009


March 31, 2008Audit fees(1)

$
6,381,200


$
8,203,000Audit-Related Fees(2)


40,300



176,000Tax Fees(3)


1,092,100



602,000All Other Fees(4)


41,500



4,500Total

$
7,555,100


$
8,985,500     (1)
    
    Represent fees for professional services rendered and expenses
    incurred for the audit of the Companys annual financial
    statements, review of financial statements included in the
    Companys
    Form 10-Qs
    and services that are normally provided by
    PricewaterhouseCoopers LLP in connection with statutory and
    regulatory filings or engagements for those fiscal periods.(2)
    
    Represent fees for assurance related services that are
    reasonably related to the performance of the audit or review of
    our consolidated financial statements and are not reported under
    Audit Fees. These services include employee benefit
    plan audits and consultations concerning anticipated
    transactions.(3)
    
    Represent fees for services related to transfer pricing studies
    and review of our U.S. tax returns.(4)
    
    Represent fees for an on-line research tool and review of an
    accounting system implementation.  Pre-Approval
    of Audit and Permissible Non-Audit Services
   197




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##### Table of Contents



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

Description2
.1

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

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

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

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

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

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

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

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

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

Supplemental Indenture, among the Company, Novelis No. 1
    Limited Partnership, and the Bank of New York
    Trust Company, N.A., as trustee, dated as of May 14,
    2007.4
.8

Supplemental Indenture, among the Company, Novelis Luxembourg
    SA, and The Bank of New York Mellon Trust Company, N.A., as
    trustee, dated as of January 29, 2008.4
.9

Supplemental Indenture, among the Company, Bellona-Trading
    Internacional, Sociedade Unipessoal, LDA, and The Bank of New
    York Mellon Trust Company, N.A., as trustee, dated as of
    June 26, 2008.4
.10

Supplemental Indenture, among the Company, Novelis Services
    Limited, and The Bank of New York Mellon Trust Company
    N.A., as trustee, dated as of July 10, 2008.4
.11

Supplemental Indenture, among the Company, Novelis PAE SAS, and
    The Bank of New York Mellon Trust Company N.A., as trustee,
    dated as of September 16, 2008. 198




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##### Table of Contents



ExhibitNo.

Description10
.1

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

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

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

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

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

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

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

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

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

Employment Agreement of Martha Finn Brooks (incorporated by
    reference to Exhibit 10.33 to our Registration Statement on
    Form 10-12B
    filed by Novelis Inc. on December 22, 2004 (File
    No. 001-32312)) 199




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##### Table of Contents



ExhibitNo.

Description10
.11*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Novelis Founders Performance Award Notification for Antonio
    Tadeu Coelho Nardocci dated March 31, 2005 (incorporated by
    reference to Exhibit 10.37 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 ) (File
    No. 001-32312)) 200




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##### Table of Contents



ExhibitNo.

Description10
.30*

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

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

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

Employment Agreement of Alexandre Moreira Martins de Almeida
    dated as of August 8, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 10, 2008 (File
    No. 001-32312))10
.35*

Amended Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on February 17, 2009 (File
    No. 001-32312))10
.36*

Employment Agreement of Philip Martens, dated as of
    April 11, 2009.10
.37

Joinder Agreement, among Novelis No. 1 Limited Partnership,
    its Subsidiaries listed on the Pledge and Security Agreement
    dated as of January 7, 2005, and Citicorp North America,
    Inc., as administrative agent, dated as of May 14, 2007.10
.38

Joinder Agreement, among Novelis PAE S.A.S. and UBS AG, Stamford
    Branch, as administrative agent and collateral agent, dated as
    of September 12, 2008.10
.39

Joinder Agreement, among Novelis PAE S.A.S. and LaSalle Business
    Credit, LLC, as funding agent, dated as of September 12, 2008.10
.40

Joinder Agreement, among Bellona-Trading Internacional, Sociedad
    Unipessoal, LDA and UBS AG, Stamford Branch, as administrative
    agent and as collateral agent, dated as of June 11, 2008.10
.41

Joinder Agreement, among Novelis Services Limited, UBS AG,
    Stamford Branch, as administrative agent and as collateral
    agent, and LaSalle Business Credit, LLC, as funding agent and as
    collateral agent, dated as of July 16, 2008.11
.1

Statement regarding computation of per share earnings
    (incorporated by reference to Item 8. Financial Statements and
    Supplementary Data -- Note 19 -- Earnings per Share to the
    Consolidated and Combined Financial Statements. (File No.
    001-32312))21
.1

List of subsidiaries of Novelis Inc.31
.1

Section 302 Certification of Principal Executive Officer31
.2

Section 302 Certification of Principal Financial Officer32
.1

Section 906 Certification of Principal Executive Officer32
.2

Section 906 Certification of Principal Financial Officer     *
    
    Indicates a management contract or compensatory plan or
    arrangement.**
    
    Confidential treatment requested for certain portions of this
    Exhibit, which portions have been omitted and filed separately
    with the Securities and Exchange Commission. 201




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##### Table of Contents



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

(Principal Executive Officer)

Date: June 29, 2009/s/  Steven
    FisherSteven
    Fisher

(Principal Financial Officer)

Date: June 29, 2009/s/  Robert
    NelsonRobert
    Nelson

(Principal Accounting Officer)

Date: June 29, 2009/s/  Kumar
    Mangalam BirlaKumar
    Mangalam Birla

(Chairman of the Board of Directors)

Date: June 29, 2009/s/  Askaran
    AgarwalaAskaran
    Agarwala

(Director)

Date: June 29, 2009/s/  Debnarayan
    BhattacharyaDebnarayan
    Bhattacharya

(Director)

Date: June 29, 2009/s/  Clarence
    J. ChandranClarence
    J. Chandran

(Director)

Date: June 29, 2009/s/  Donald
    A. StewartDonald
    A. Stewart

(Director)

Date: June 29, 2009  202




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description2
.1

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

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

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

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

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

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

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

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

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

Supplemental Indenture, among the Company, Novelis No. 1
    Limited Partnership, and the Bank of New York
    Trust Company, N.A., as trustee, dated as of May 14,
    2007.4
.8

Supplemental Indenture, among the Company, Novelis Luxembourg
    SA, and The Bank of New York Mellon Trust Company, N.A., as
    trustee, dated as of January 29, 2008.4
.9

Supplemental Indenture, among the Company, Bellona-Trading
    Internacional, Sociedade Unipessoal, LDA, and The Bank of New
    York Mellon Trust Company, N.A., as trustee, dated as of
    June 26, 2008.4
.10

Supplemental Indenture, among the Company, Novelis Services
    Limited, and The Bank of New York Mellon Trust Company
    N.A., as trustee, dated as of July 10, 2008.4
.11

Supplemental Indenture, among the Company, Novelis PAE SAS, and
    The Bank of New York Mellon Trust Company N.A., as trustee,
    dated as of September 16, 2008.10
.1

$800 million asset-based lending credit facility (ABL
    Facility) dated as of July 6, 2007 among Novelis Inc.,
    Novelis Corporation as U.S. Borrower, the other U.S.
    Subsidiaries of Novelis Inc., Novelis UK Ltd, Novelis AG, AV
    Aluminum Inc. as parent guarantor, the other guarantors party
    thereto, with the lenders party thereto, ABN AMRO Bank N.V., as
    U.S./European issuing bank, swingline lender and administrative
    agent, LaSalle Business Credit, LLC, as collateral agent and
    funding agent, UBS Securities LLC, as syndication agent, Bank of
    America, N.A., National City Business Credit, Inc. and CIT
    Business Credit Canada Inc., as documentation agents, ABN AMRO
    Bank N.V. Canada Branch, as Canadian issuing bank, Canadian
    funding agent and Canadian administrative agent, and ABN AMRO
    Incorporated and UBS Securities LLC, as joint lead arrangers and
    joint book managers (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 9, 2007) (File
    No. 001-32312)) 203




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##### Table of Contents



ExhibitNo.

Description10
.2

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

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

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

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

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

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

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

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

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

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

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

Employment Agreement of Antonio Tadeu Coelho Nardocci dated as
    of November 8, 2004 (incorporated by reference to
    Exhibit 10.16 to our Annual Report on
    Form 10-K
    filed on June 19, 2008 ) (File
    No. 001-32312)) 204




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##### Table of Contents



ExhibitNo.

Description10
.14*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on August 14, 2008 (File
    No. 001-32312)) 205




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##### Table of Contents



ExhibitNo.

Description10
.33*

Employment Agreement of Alexandre Moreira Martins de Almeida
    dated as of August 8, 2008 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    filed on November 10, 2008 (File
    No. 001-32312))10
.35*

Amended Novelis Long-Term Incentive Plan for Fiscal
    2009-2012
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    filed on February 17, 2009 (File
    No. 001-32312))10
.36*

Employment Agreement of Philip Martens, dated as of
    April 11, 2009.10
.37

Joinder Agreement, among Novelis No. 1 Limited Partnership,
    its Subsidiaries listed on the Pledge and Security Agreement
    dated as of January 7, 2005, and Citicorp North America,
    Inc., as administrative agent, dated as of May 14, 2007.10
.38

Joinder Agreement, among Novelis PAE S.A.S. and UBS AG, Stamford
    Branch, as administrative agent and collateral agent, dated as
    of September 12, 2008.10
.39

Joinder Agreement, among Novelis PAE S.A.S. and LaSalle Business
    Credit, LLC, as funding agent, dated as of September 12, 2008.10
.40

Joinder Agreement, among Bellona-Trading Internacional, Sociedad
    Unipessoal, LDA and UBS AG, Stamford Branch, as administrative
    agent and as collateral agent, dated as of June 11, 2008.10
.41

Joinder Agreement, among Novelis Services Limited, UBS AG,
    Stamford Branch, as administrative agent and as collateral
    agent, and LaSalle Business Credit, LLC, as funding agent and as
    collateral agent, dated as of July 16, 2008.11
.1

Statement regarding computation of per share earnings
    (incorporated by reference to Item 8. Financial Statements and
    Supplementary Data -- Note 19 -- Earnings per Share to the
    Consolidated and Combined Financial Statements. (File No.
    001-32312))21
.1

List of subsidiaries of Novelis Inc.31
.1

Section 302 Certification of Principal Executive Officer31
.2

Section 302 Certification of Principal Financial Officer32
.1

Section 906 Certification of Principal Executive Officer32
.2

Section 906 Certification of Principal Financial Officer     *
    
    Indicates a management contract or compensatory plan or
    arrangement.**
    
    Confidential treatment requested for certain portions of this
    Exhibit, which portions have been omitted and filed separately
    with the Securities and Exchange Commission. 206