8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest reported event): August 3, 2009
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-148977	20-8908550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

801 Crescent Centre Drive, Suite 600, Franklin, Tennessee  37067

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (615) 771-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.          Results of Operations and Financial Condition.

Today Noranda Aluminum Holding Corporation (“the Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 3, 2009, the Company’s Board of Directors approved an amendment to the Company’s by-laws. The amendment provides that: (i) A quorum of directors shall include at least one Apollo representative so long as there is at least one Apollo representative on the Board of Directors and (ii) this bylaw may not be amended, modified, or replaced without the approval of no less than two-thirds of the Directors including at least one Apollo representative if there is at least one Apollo representative on the Board of Directors.

The preceding description is qualified in its entirety by the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01.          Financial Statements and Exhibits

Exhibit
Number	Description
3.1	Amended and restated bylaws dated August 3, 2009
99.1	Press release dated August 4, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NORANDA ALUMINUM
			HOLDING CORPORATION
Date:	August 4, 2009	By:	/s/ Robert B. Mahoney
			Robert B. Mahoney
			Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Amended and restated bylaws dated August 3, 2009
99.1	Press release dated August 4, 2009

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

OF

NORANDA ALUMINUM HOLDING CORPORATION

ARTICLE I

OFFICES

SECTION 1.          REGISTERED OFFICE -- The registered office of Noranda Aluminum Holding Corporation (the “Corporation”) shall be established and maintained at the office of The Corporation Trust Center at 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware, 19801 and said The Corporation Trust Center shall be the registered agent of the Corporation in charge thereof.

SECTION 2.          OTHER OFFICES -- The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II          

MEETINGS OF STOCKHOLDERS

SECTION 1.          ANNUAL MEETINGS -- Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April.  If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.          SPECIAL MEETINGS -- Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.          VOTING -- Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.          QUORUM -- Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.          NOTICE OF MEETINGS -- Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.          ACTION WITHOUT MEETING -- Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.          NUMBER AND TERM -- The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person.  The exact number of directors shall initially be four and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 2.          RESIGNATIONS -- Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.          VACANCIES -- If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.          REMOVAL -- Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.          COMMITTEES -- The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.          MEETINGS -- The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

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Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or shall be called by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting and, if called upon the request of a director, shall be held promptly. Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.          QUORUM -- A majority of the Directors, which shall include at least one Apollo Representative (as defined below) for so long as there is at least one Apollo Representative on the Board of Directors, shall constitute a quorum for the transaction of business.  An “Apollo Representative” shall be any officer, director, employee, managing director, consultant or other affiliate of Apollo Management VI, L.P. (“Apollo”).  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  No business may be conducted by the Board of Directors, other than the adjournment of the meeting, where a quorum is not present or is no longer continuing.  The vote of the majority of the Directors present at a meeting at which a quorum is present and continuing shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.  This By-Law may not be amended, modified or repealed without the approval of no less than two-thirds of the Directors, including at least one Apollo Representative if there is at least one Apollo Representative on the Board of Directors, or the affirmative vote of no less than two-thirds of the stockholders entitled to vote thereon at an annual or special meeting of stockholders at which such action is proposed.

SECTION 8.          COMPENSATION -- Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

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SECTION 9.          ACTION WITHOUT MEETING -- Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV          

OFFICERS

SECTION 1.          OFFICERS -- The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In addition, the Board of Directors may elect such Vice Presidents, Assistant Secretaries and Assistant Treasurers as they may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.          CHAIRMAN OF THE BOARD – Unless someone has been elected Chief Executive Officer of the Corporation, the Chairman of the Board shall be the Chief Executive Officer of the Corporation.  He or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors.  The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or the Chief Financial Officer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.          CHIEF EXECUTIVE OFFICER – the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or the Chief Financial Officer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.          PRESIDENT -- The President shall be the Chief Operating Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or the Chief Financial Officer or an Assistant Secretary or an Assistant Treasurer.

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SECTION 5.          VICE PRESIDENTS -- Each Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 6.          CHIEF FINANCIAL OFFICER -- The Chief Financial Officer shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.  The Chief Executive Officer may direct the Treasurer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and the Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

SECTION 7.          SECRETARY -- The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws.  He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President.  He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 8.          ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

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ARTICLE V

MISCELLANEOUS

SECTION 1.          CERTIFICATES OF STOCK -- Shares of stock issued by the Corporation shall be represented by certificates, except that the Board of Directors may authorize the issuance of some or all of the shares of any class or series without certificates.  The fact that shares are not represented by certificates shall have no effect on the rights and obligations of the holders thereof.  If shares are represented by certificates, such certificates shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine. The issuance of shares without certificates shall be made in accordance with applicable provisions of law.

SECTION 2.          LOST CERTIFICATES -- A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.          TRANSFER OF SHARES -- The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. Transfers of uncertificated shares shall be made in accordance with applicable provisions of law.

SECTION 4.          STOCKHOLDERS RECORD DATE -- In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:  (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed:  (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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SECTION 5.          DIVIDENDS -- Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.          SEAL -- The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.          FISCAL YEAR -- The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.          CHECKS -- All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.          NOTICE AND WAIVER OF NOTICE -- Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice

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ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation; provided, however, that any adoption of, amendment to or repeal of any new By-Law or provision inconsistent with Article III, Section 7 shall be only upon the affirmative vote of the holders of shares constituting no less than two-thirds of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation; provided, however, that any adoption of, amendment to or repeal of any new By-Law or provision inconsistent with Article III, Section 7 shall be only upon the affirmative vote of two-thirds of those Directors present at any meeting at which a quorum is present.

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EX-99.1

Exhibit 99.1

Noranda Aluminum Holding Corporation Reports Second Quarter 2009 Results

FRANKLIN, Tenn.--(BUSINESS WIRE)--August 4, 2009--Noranda Aluminum Holding Corporation (“Noranda”, or the “Company”, including its wholly owned subsidiaries) announced financial results for second quarter 2009.

Important metrics and events for the quarter include:

• Second quarter 2009 revenues were $157.7 million, operating income was $12.4 million and net loss was $12.1 million.
• Year to date revenues were $322.0 million, operating loss was $72.8 million, and net income was $32.2 million for the first six months of 2009.
• Operating cash flows provided $108.1 million in the first six months of 2009, including $70.1 million from hedge terminations under the hedge settlement agreement and $18.1 million of cash generated from working capital reductions (excluding the impact of the $34.1 million insurance receivable).
• Adjusted EBITDA was $33.6 million for second quarter 2009 and $41.2 million for the first six months of 2009.
• In June and July 2009, the Company reached final insurance settlements relating to storm damage to the New Madrid smelter totaling $67.5 million, including $15.0 million of previous advances.
• The New Madrid smelter operated above 55% capacity throughout the second quarter.
• During second quarter 2009, the Company repurchased $33.9 million aggregate principal amount of outstanding debt for a price of $20.3 million, plus fees. These repurchases were funded through the hedge settlement agreement announced in March 2009.
• Cash totaled $182.3 million at June 30, 2009, which does not include the $52.5 million of insurance settlement proceeds received in July 2009.

Noranda to Become Sole Owner of Gramercy and St. Ann

Noranda today announced that it has reached an agreement with Century Aluminum Company (together with its subsidiaries, “Century”) whereby Noranda will become the sole owner of each of its current joint ventures, Gramercy Alumina LLC (“Gramercy”) and St. Ann Bauxite Limited (“St. Ann”). As consideration in the transaction, Noranda has agreed to release Century from certain obligations. The transaction is expected to close in August, at which point Century will have no ownership interest in either Gramercy or St. Ann. In connection with this transaction, Century and Noranda will enter into an agreement under which Century will purchase alumina from Gramercy in 2009 and 2010.

“Century has been a valuable partner for Noranda in this shared alumina production operation. We wish them the best going forward,” said Layle K. “Kip” Smith, Noranda’s President and Chief Executive Officer. “Our action to become the sole owner of the Gramercy alumina refinery and the St. Ann bauxite mining operations is consistent with our vertical integration strategy and our continuing desire to have a secure strategic supply of alumina. We also believe owning 100% of these two operations represents an opportunity to enhance profitability as market pricing improves.”

Second Quarter 2009 Results

Operating income in second quarter 2009 was $12.4 million, compared to an $85.2 million operating loss in first quarter 2009 and a $35.0 million operating profit in second quarter 2008.

• Comparing second quarter 2009 to first quarter 2009, operating income for both upstream and downstream segments reflects improvements in gross margin (sales minus cost of sales) due to slightly higher LME levels and the CORE productivity program, which has generated decreases in costs of sales and selling, general and administrative expenses. Quarter-over-quarter gross margin was $6.9 million higher in the upstream business despite lower revenues and $7.0 million higher in the downstream business with comparable revenues.
• In addition to the quarter-over-quarter improvements in gross margin, the comparison of second quarter 2009 to first quarter 2009 is affected by the recognition of insurance proceeds in second quarter that exceeded costs incurred by $29.2 million. First quarter 2009 also included a $43.0 million impairment charge for goodwill and other intangible assets.
• The Company has reached settlements with its insurance carriers for its pot line freeze claim from the January 2009 New Madrid smelter outage. These settlements will result in proceeds totaling $67.5 million, including $15 million of advances received as of June 30, 2009. In second quarter 2009, based on advances received and the announcement of its $43.875 million settlement agreement with Factory Mutual Insurance Company (“FM Global”), the Company recognized $49.1 million of gross insurance proceeds. These proceeds were offset against claim costs and losses incurred through June 30, 2009, with a $29.2 million residual recognized as income. In first quarter 2009, claim-related costs exceeded recognized proceeds by $4.1 million, which was recovered in second quarter 2009 with the FM Global settlement. Second quarter 2009 results do not reflect the $23.625 million settlement reached in July 2009 with the remaining insurance carriers. Those proceeds will be recognized in third quarter 2009, and additional claim-related costs and losses will be recognized in periods after June 30, 2009.
• Second quarter 2009 operating income is significantly lower than second quarter 2008 operating income, reflecting the continued impact of the global economic contraction that began in the second half of 2008.

Consolidated sales in second quarter 2009 were $157.7 million, representing a 4.0% decrease from first quarter 2009 and a 54.6% decrease from second quarter 2008.

• Second quarter 2009 upstream revenues were $59.8 million, a 10.9% decrease from first quarter 2009 and a 67.0% decrease from second quarter 2008. Comparing second quarter 2009 to first quarter 2009, volume had a $7.0 million unfavorable impact and price had a $0.3 million unfavorable impact.
• Second quarter 2009 downstream revenues were $97.9 million, a 0.7% decrease from first quarter 2009 and a 41.1% decrease from second quarter 2008. Comparing second quarter 2009 to first quarter 2009, volume had a $10.2 million favorable impact, and price had a $9.5 million unfavorable impact.
• Total upstream shipments for second quarter 2009 were 84.1 million pounds and included 68.7 million pounds of external shipments. Shipments of value-added products totaled 66.9 million pounds in second quarter 2009 and represented a 6.7% decrease against first quarter 2009. The shipment levels are substantially lower than those from second quarter 2008, reflecting the continued impact of the global economic contraction that began in the second half of 2008, which has adversely affected end-market demand in the transportation and building markets. Upstream shipment levels were also impacted by lower sow volumes related to the power outage.
• The New Madrid smelter operated above 55% of capacity throughout second quarter 2009, generating production sufficient to meet all external demand and to ship 15.4 million pounds of sow to the downstream business.
• For the upstream business in second quarter 2009, the average realized MWTP was $0.71, compared to $0.70 in first quarter 2009.
• The pricing impact on downstream revenues resulted from a decrease in average per pound fabrication premiums to $0.48 in second quarter 2009 compared to $0.53 in first quarter 2009.

The Company’s second quarter 2009 net loss was $12.1 million, compared to a $44.3 million net income in first quarter 2009, and a $3.5 million net income for second quarter 2008. In addition to the operating income factors discussed above, the second quarter 2009 net loss reflects the following:

• In second quarter 2009, the Company repurchased $33.9 million principal aggregate amount of the Company’s outstanding notes, term B loan and revolving credit facility borrowings for a price of $20.3 million, plus fees. The Company recorded gains of $12.4 million on these repurchases.
• In second quarter 2009, the Company recorded a $35.0 million impairment charge related to its equity-method investment in St. Ann. This impairment reflects second quarter 2009 revisions to the Company’s assumptions about St. Ann's future profitability and cash flows.
• In second quarter 2009, the Company reported $53.2 million of net gains on hedging activities. For second quarter 2009, the amount reclassified from accumulated other comprehensive income to earnings was $69.8 million including $43.9 million reclassified into earnings because it is probable that the original forecasted transactions will not occur. These reclassifications reflect the Company’s best estimates of forecasts of 2010-2012 sales by product type and pricing structure.
• The provision for income taxes resulted in an effective tax rate for continuing operations of 140.5% for the three months ended June 30, 2009, compared with an effective tax rate of 31.4% for the three months ended June 30, 2008. The increase in the effective tax rate for the three months ended June 30, 2009 was primarily impacted by goodwill impairment, state income taxes, equity method investee income, and the Internal Revenue Code Section 199 manufacturing deduction. The second quarter effective rate was also impacted by changing from using the estimated annual effective tax rate in first quarter 2009 to using the actual year-to-date effective tax rate to calculate the Company’s year-to-date tax provision at June 30, 2009. This change was necessary because the Company expects near break-even pre-tax income for all of 2009 and has a significant permanent difference (i.e., goodwill impairment) such that a minor change in the estimated ordinary income could result in a material change in the estimated annual effective tax rate.

Year-to-Date 2009 Results

Operating loss in the first six months of 2009 was $72.8 million, compared to operating income of $76.9 million in the first six months of 2008. The decrease relates to gross margin (sales minus cost of sales) reductions of $139.7 million, as well as a $3.8 million decrease in selling, general and administrative and other expenses.

• Gross margin for the six months ended June 30, 2009 was a $26.1 million loss compared to income of $113.6 million in the first six months of 2008, a decrease of $139.7 million. The change resulted from the impact of a 46.2% decrease in realized MWTP coupled with a decrease in higher-margin sales of value-added products and higher production costs (as a percentage of sales) in the upstream business.
• Consolidated sales for the six months ended June 30, 2009 were $322.0 million compared to $647.5 million in the same period of 2008, a decrease of 50.3%. Sales to external customers in our upstream business were $126.9 million during the six months ended June 30, 2009; a 62.7% decrease from the $340.3 million reported for the same period last year, driven primarily by the continued decline in the LME aluminum price, lower volumes of value-added shipments due to declining end-market demand and lower sow volumes related to the power outage. Sales in our downstream business were $195.1 million for the first six months of 2009, a decrease of 36.5% compared to sales of $307.2 million for the first six months of 2008. The decrease was primarily due to negative impact from pricing, as well as lower shipments to external customers. Decreased shipment volumes impacted revenues by $47.4 million. Downstream shipment volumes decreased 15.4% to 150.9 million pounds in the first six months of 2009 from 178.4 million pounds in the first six months of 2008, primarily due to lower end-market demand in the building and construction markets.
• Selling, general and administrative expenses were $32.9 million in the first six months of 2009 compared to $36.7 million in the first six months of 2008. The first six months of 2009 included additional pension expense offset by reduced professional and consulting fees and stock compensation expense.
• Operating income was also impacted by the goodwill and other intangible assets impairment charge in the first six months of 2009 of $43.0 million offset by excess insurance proceeds, as discussed above.

Net income for the first six months of 2009 was $32.2 million, compared to $20.7 million in second quarter 2008. The first six months of 2009 results include:

• $164.7 million gains from the repurchase of debt. For the six months ended June 30, 2009, the Company has repurchased $239.7 million principal aggregate amount of its outstanding notes, term B loan and revolving credit facility indebtedness for a price of $70.8 million, plus fees.
• The Company reported $98.3 million of net gains on hedging activities. Year-to-date in 2009, the Company has reclassified $125.0 million from accumulated other comprehensive income to earnings, including $77.8 million reclassified into earnings because it is probable that the original forecasted transactions will not occur.
• $80.3 million of impairment charges related to the Company’s equity-method investments in Gramercy and St. Ann.
• $30.0 million of interest expense, which represents a $15.2 million decrease compared to the first six months of 2008. Decreased interest expense is related to lower LIBOR interest rates as well as lower average debt outstanding on the term B loan and the Company’s notes (due to the $239.7 million of aggregate principal amount of debt repurchases). These reductions in principal balance were partially offset by the increased revolver balance; however, the revolver maintains a lower interest rate than the Company’s notes.
• Income taxes for the first six months of 2009 reflect an effective tax rate of 60.8% on pre-tax income, compared with an effective tax rate of 33.2% in the six months ended June 30, 2008. The increase in the effective tax rate for the six months ended June 30, 2009 was primarily impacted by goodwill impairment, state income taxes, equity method investee income, and the Internal Revenue Code Section 199 manufacturing deduction.

Liquidity

Operating cash flows provided $108.1 million in the first six months of 2009, compared to $100.6 million provided during the first six months of 2008. Adjusted EBITDA was $33.6 million for second quarter 2009 and $41.2 million for the first six months of 2009, compared to $80.3 million for second quarter 2008 and $165.0 million for first six months 2008. The 2009 year-to-date results reflect the continued impact of the global economic contraction that began in the second half of 2008. The improvement in operating cash flows is primarily attributable to the Company’s efforts to drive productivity by reducing expenses and managing working capital and to manage its financial structure. Operating cash flow for 2009 includes $70.1 million from hedge terminations under the hedge settlement agreement and $18.1 million generated through reductions of working capital, excluding the impact of $34.1 million insurance receivable. These improvements were realized despite a $16 million unfavorable working capital impact from the power outage, driven primarily by higher than normal alumina and metal inventories.

Management believes cash flows from operating activities, including the proceeds from the insurance claim, together with cash and cash equivalents, will be sufficient to meet the Company’s short-term liquidity needs, including restoring its New Madrid smelter to full capacity. Cash flows from operating activities are also supported by favorable aluminum hedge positions. Despite monetizing a portion of the Company’s hedges to deleverage the balance sheet, Noranda continues to have attractive aluminum hedge positions. In addition to proceeds received from settling hedges to repurchase debt, Noranda received $56.1 million of net hedge settlements on fixed-price aluminum sale swaps during the first six months of 2009 compared to $8.2 million paid during the comparable 2008 period.

During the first six months of 2009, the Company entered into fixed-price aluminum purchase swaps to lock-in the value of a portion of its existing fixed-price aluminum sale swaps. Through the end of the quarter, the Company had locked in the value of its hedges on approximately 75% of its 2009 through 2012 forward aluminum hedges. In March 2009 the Company entered into a hedge settlement agreement with Merrill Lynch. The agreement provides a mechanism for the Company to monetize up to $400 million of the favorable net position of its long-term hedges to fund debt repurchases. During the first six months of 2009, Noranda received $70.1 million in proceeds under the hedge settlement agreement and used those proceeds to fund the repurchase of $239.7 million aggregate principal amount of debt at a cost of $70.8 million, plus fees.

The Company ended the second quarter of 2009 with total debt of $1.1 billion and $182.3 million in cash. The Company has no financial maintenance covenants on any of its borrowings. In May 2009, the Company made a permitted election under the indentures governing its HoldCo Notes and its AcquisitionCo Notes to pay all interest under the notes that are due on November 15, 2009 entirely in kind.

At June 30, 2009, the Company’s Adjusted EBITDA to fixed charge ratio was 1.3 to 1 at the HoldCo level, and 1.7 to 1 at the AcquisitionCo level, while AcquisitionCo’s net debt to Adjusted EBITDA ratio for its senior secured credit facilities was 3.6 to 1. These ratios fall outside of the minimum and maximum levels established in the Company’s indentures and credit agreements. As a result of not meeting certain minimum and maximum financial levels established by the indentures as conditions to the execution of certain transactions, the Company’s ability to incur future indebtedness, grow through acquisitions, make certain investments, pay dividends and retain proceeds from asset sales may be limited.

“Despite the difficult environment and the effects of the New Madrid smelter outage,” said Kip Smith, “we have maintained a stable cash position from the end of 2008, ending the second quarter with $182.3 million in cash. Our recent $67.5 million insurance settlement will provide liquidity and flexibility for our operation to rebuild the idled portions of the New Madrid smelter while we continue to serve our customers from current operating capacity. We remain dedicated to our key priorities: returning the smelter to its operating capability, implementing our CORE productivity programs to reduce costs, taking care of our customers through exceptional quality and service, and continuing to improve our financial structure. We believe that driving these priorities will provide the best support for our company during the uncertain times ahead.”

Forward-looking Statements

This press release contains “forward-looking statements” which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to Noranda’s strategy, plans or intentions. All statements Noranda makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to the Company’s expectations regarding future industry trends are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. Noranda undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Noranda's actual results or performance may differ materially from those suggested, expressed or implied by forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, fluctuating commodity prices and the Company’s ability to return the New Madrid smelter to full capacity. For a discussion of additional risks and uncertainties that may affect the future results of Noranda, please see the Company’s SEC filings and its annual report on Form 10-K.

Conference Call Information

Noranda has scheduled a conference call on August 5, 2009, at 10:00 AM EDT, to be followed by a question-and-answer period. The call is accessible to the media and general public. To listen to the conference call, dial the appropriate number at least 10 minutes prior to the scheduled start of the call.

U.S. participants: 1-888-562-3356

International participants: 1-973-582-2700

Conference ID #: 22396456

The conference call also will be webcast at http://w.on24.com/clients/norandaaluminum/157382. Plan to begin the registration process at least 10 minutes before the live call is scheduled to start.

A replay of the conference call will be available two hours after the completion of the call until midnight EDT on August 11, 2009. U.S. listeners should dial 1-800-642-1687. International callers should dial 1-706-645-9291. The Conference ID # for the replay is 22396456.

A replay of the webcast also will be available two hours after the completion of the call until midnight EDT on August 11, 2009. The replay URL http://w.on24.com/clients/norandaaluminum/157382

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and a downstream business. The primary metals, or upstream business, produced approximately 261,000 metric tons of primary aluminum in 2008. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. The information contained in this release is limited and management encourages interested parties to read the Company’s financial reports and other information available on the Company’s website at www.norandaaluminum.com.

NORANDA ALUMINUM HOLDING CORPORATION Condensed Consolidated Balance Sheets (dollars in thousands, except share amounts) (unaudited)
	December 31, 2008		June 30, 2009
	$		$
ASSETS
Current assets:
Cash and cash equivalents	184,716		182,258
Accounts receivable, net	74,472		60,624
Inventories	139,019		135,209
Derivative assets, net	81,717		80,166
Taxes receivable	13,125		17,637
Other current assets	3,367		39,900
Total current assets	496,416		515,794
Investments in affiliates	205,657		127,556
Property, plant and equipment, net	599,623		574,635
Goodwill	242,776		202,576
Other intangible assets, net	66,367		61,720
Long-term derivative assets, net	255,816		191,001
Other assets	69,516		60,701
Total assets	1,936,171		1,733,983
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable:
Trade	34,816		41,341
Affiliates	34,250		27,729
Accrued liabilities	32,453		27,637
Accrued interest	2,021		278
Deferred revenue	287		219
Deferred tax liabilities	24,277		26,576
Current portion of long-term debt	32,300		–
Total current liabilities	160,404		123,780
Long-term debt	1,314,308		1,103,591
Pension liabilities	120,859		128,958
Other long-term liabilities	39,582		35,554
Deferred tax liabilities	262,383		303,485
Common stock subject to redemption (100,000 shares at December 31, 2008 and June 30, 2009)	2,000		2,000
Shareholders’ equity:
Common stock (100,000,000 shares authorized; $0.01 par value; 21,746,548 and 21,766,789 shares issued and outstanding at December 31, 2008 and June 30, 2009, respectively; including 100,000 shares subject to redemption at December 31, 2008 and June 30, 2009)	217		217
Capital in excess of par value	14,383		15,074
Accumulated deficit	(176,280	)	(144,127	)
Accumulated other comprehensive income	198,315		165,451
Total shareholders’ equity	36,635		36,615
Total liabilities and shareholders’ equity	1,936,171		1,733,983

NORANDA ALUMINUM HOLDING CORPORATION Condensed Consolidated Statements of Operations Data (in thousands) (unaudited)
	Three months ended June 30,				Six months ended June 30,
	2008		2009		2008		2009
	$		$		$		$
Statements of Operations Data:
Sales	347,216		157,679		647,496		321,994
Operating costs and expenses:
Cost of sales	291,345		163,745		533,917		348,064
Selling, general and administrative expenses	20,831		10,717		36,686		32,943
Goodwill and other intangible assets impairment	–		–		–		43,000
Excess insurance proceeds	–		(29,185	)	–		(29,185	)
	312,176		145,277		570,603		394,822
Operating income (loss)	35,040		12,402		76,893		(72,828	)
Other expenses (income)
Interest expense, net	21,014		14,100		45,227		29,974
Loss (gain) on hedging activities, net	10,598		(53,198	)	5,001		(98,326	)
Equity in net (income) loss of investments in affiliates	(2,860	)	34,051		(5,514	)	78,101
Loss (gain) on debt repurchase	1,202		(12,442	)	1,202		(164,650	)
Income before income taxes	5,086		29,891		30,977		82,073
Income tax expense	1,607		42,017		10,292		49,920
Net income (loss) for the period	3,479		(12,126	)	20,685		32,153
Sales by segment
Upstream	180,992		59,832		340,275		126,914
Downstream	166,224		97,847		307,221		195,080
Total	347,216		157,679		647,496		321,994
Operating income (loss):
Upstream	39,177		2,527		78,278		(41,955	)
Downstream	(4,137	)	9,875		(1,385	)	(30,873	)
Total	35,040		12,402		76,893		(72,828	)
Financial and other data:
Average realized Midwest transaction price(1)	1.38		0.71		1.30		0.70
Net cash cost for primary aluminum (per pound shipped)(2)	0.78		0.67		0.74		0.76
Shipments
Upstream
External customers	124,395		68,679		246,795		145,343
Intersegment	18,136		15,371		40,536		27,590
Total	142,531		84,050		287,331		172,933
Downstream	92,595		79,177		178,397		150,899

(1)	The price for primary aluminum consists of two components: the price quoted for primary aluminum ingot on the LME and the Midwest transaction premium, a premium to LME price reflecting domestic market dynamics as well as the cost of shipping and warehousing. As a significant portion of our value-added products are sold at the prior month’s MWTP plus a fabrication premium, we calculate a “realized” MWTP which reflects the specific pricing of sale transactions in each period.
(2)	Unit net cash cost for primary aluminum per pound represents our net cash costs of producing commodity grade aluminum as priced on the LME plus the Midwest premium. We have provided unit net cash cost for primary aluminum per pound shipped because we believe it provides investors with additional information to measure our operating performance. Using this metric, investors are able to assess the prevailing LME price plus Midwest premium per pound versus our unit net cash costs per pound shipped. Unit net cash cost per pound is positively or negatively impacted by changes in production and sales volumes, natural gas and oil related costs, seasonality in our electrical contract rates, and increases or decreases in other production related costs.
	Unit net cash costs is not a measure of financial performance under U.S. GAAP and may not be comparable to similarly titled measures used by other companies in our industry. Unit net cash costs per pound shipped should not be considered in isolation from or as an alternative to any performance measures derived in accordance with U.S. GAAP. Unit net cash costs per pound shipped has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results under U.S. GAAP.

NORANDA ALUMINUM HOLDING CORPORATION Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited)
	Six months ended June 30,
	2008		2009
	$		$
OPERATING ACTIVITIES
Net income	20,685		32,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,331		45,720
Non-cash interest	3,806		23,649
Loss on disposal of property, plant and equipment	1,322		3,475
Insurance proceeds applied to capital expenditures	–		(7,161	)
Goodwill and other intangible assets impairment	–		43,000
Gain on hedging activities, net of cash settlements	(241	)	(70,211	)
Settlements from hedge terminations, net	–		70,139
Loss (gain) on debt repurchase	1,202		(164,650	)
Equity in net (income) loss of investments in affiliates	(5,514	)	78,101
Deferred income taxes	(6,174	)	62,130
Stock compensation expense	1,108		740
Changes in other assets	3,034		3,046
Changes in pension liabilities	2,201		8,099
Changes in other long-term liabilities	334		(4,028	)
Changes in operating assets and liabilities:
Accounts receivable, net	(34,405	)	13,848
Insurance receivable	–		(34,125	)
Inventories	2,905		3,810
Other current assets	963		12,438
Accounts payable	53,144		(903	)
Taxes receivable	(3,220	)	(4,513	)
Accrued interest	(1,920	)	(1,743	)
Deferred revenue	10,765		(68	)
Accrued liabilities	1,314		(4,816	)
Cash provided by operating activities	100,640		108,130
INVESTING ACTIVITIES
Capital expenditures	(23,276	)	(22,360	)
Proceeds from insurance related to capital expenditures	–		7,161
Proceeds from sale of property, plant and equipment	6		–
Cash used in investing activities	(23,270	)	(15,199	)
FINANCING ACTIVITIES
Proceeds from issuance of shares	2,225		41
Distribution to shareholders	(102,223	)	–
Repurchase of shares	–		(90	)
Issuance of shares	–		–
Repayment of debt	(30,300	)	(24,500	)
Repurchase of debt	–		(70,840	)
Cash used in financing activities	(130,298	)	(95,389	)
Change in cash and cash equivalents	(52,928	)	(2,458	)
Cash and cash equivalents, beginning of period	75,630		184,716
Cash and cash equivalents, end of period	22,702		182,258

Covenant Compliance

Certain covenants contained in the credit agreement governing our senior secured credit facilities and the indentures governing our notes restrict our ability to take certain actions (including incurring additional secured or unsecured debt, expanding borrowings under existing term loan facilities, paying dividends, engaging in mergers, acquisitions and certain other investments, and retaining proceeds from asset sales) if we are unable to meet defined Adjusted EBITDA to fixed charges and net senior secured debt to Adjusted EBITDA ratios. In addition, upon the occurrence of certain events, such as a change of control, we could be required to repay or refinance our indebtedness.

Further, the interest rates we pay under our senior secured credit facilities are determined in part by the Net Senior Secured Leverage Ratio. Furthermore, our ability to take certain actions, including paying dividends and making acquisitions and certain other investments, depends on the amounts available for such actions under the covenants, which amounts accumulate with reference to our Adjusted EBITDA on a quarterly basis. Adjusted EBITDA is computed on a trailing four quarter basis and the minimum or maximum amounts generally required by those covenants and our performance against those minimum or maximum levels are summarized below:

	Threshold
		December 31, 2008	June 30, 2009
HoldCo:
	Minimum
Senior Floating Rate Notes ratio of Adjusted EBITDA to fixed charges(1)(2)	1.75 to 1	2.5 to 1	1.3 to 1
AcquisitionCo:
	Minimum
Senior Floating Rate Notes ratio of Adjusted EBITDA to fixed charges(1)(2)	2.0 to 1	3.2 to 1	1.7 to 1
	Maximum
Senior Secured Credit Facilities ratio of net debt to Adjusted EBITDA(3)(4)	3.0 to 1(5)	1.9 to 1	3.6 to 1

(1)	Fixed charges, in accordance with our debt agreements, are the sum of consolidated interest expenses and all cash dividend payments with respect to preferred and certain other types of our capital stock. For the purpose of calculating these ratios, pro forma effect is given to any repayment and issuance of debt, as if such transaction occurred at the beginning of the trailing four-quarter period.
(2)	Covenants for the HoldCo Notes and AcquisitionCo Notes are generally based on a minimum ratio of Adjusted EBITDA to fixed charges; however, certain provisions also require compliance with the net senior secured debt to Adjusted EBITDA ratio in order for us to take certain actions.
(3)	Covenants for our senior secured credit facilities are generally based on a maximum ratio of net senior secured debt to Adjusted EBITDA; however, certain provisions also require compliance with a net senior debt to Adjusted EBITDA ratio in order for us to take certain actions.
(4)	The senior secured credit facilities’ net debt covenant is calculated based on net debt outstanding under that facility. As of December 31, 2008, we had senior secured debt of $618.5 million offset by unrestricted cash and permitted investments of $160.6 million, for net debt of $457.9 million. As of June 30, 2009, we had senior secured debt of $568.4 million offset by unrestricted cash and permitted investments of $160.7 million at the AcquisitionCo level, for net debt of $407.7 million.
(5)	Maximum ratio changed to 3.0 to 1.0 at January 1, 2009.

We have no financial maintenance covenants on any borrowings; however, as a result of not meeting certain minimum and maximum financial levels established by our indentures as conditions to the execution of certain transactions, our ability to incur future indebtedness, grow through acquisitions, make certain investments, pay dividends and retaining proceeds from asset sale may be limited. Consummation of our recently announced agreement with Century in respect of Gramercy and St. Ann is permissible under our various debt agreements.

Adjusted EBITDA, as presented herein and in accordance with our debt agreements, is net income before income taxes, net interest expense and depreciation and amortization adjusted to eliminate management fees to related parties, certain charges related to the use of purchase accounting and other non-cash income or expenses, which are defined in our credit documents and the indentures governing our notes.

Adjusted EBITDA is not a measure of financial performance under GAAP, and may not be comparable to similarly titled measures used by other companies in our industry. Adjusted EBITDA should not be considered in isolation from or as an alternative to net income, income from continuing operations, operating income or any other performance measures derived in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA excludes certain tax payments that may represent a reduction in cash available to us; does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; does not reflect capital cash expenditures, future requirements for capital expenditures or contractual commitments; does not reflect changes in, or cash requirements for, our working capital needs; and does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness. Adjusted EBITDA also includes incremental stand-alone costs and adds back non-cash hedging gains and losses, and certain other non-cash charges that are deducted in calculating net income. However, these are expenses that may recur, vary greatly and are difficult to predict. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes. You should not consider our Adjusted EBITDA as an alternative to operating or net income, determined in accordance with GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities, determined in accordance with GAAP, as an indicator of our cash flows or as a measure of liquidity.

The following table reconciles net income to Adjusted EBITDA for the periods presented. All of the following adjustments are in accordance with the credit agreement governing our term B loan and the indentures governing our notes.

(in millions)	Twelve months ended December 31, 2008		Last twelve months ended June 30, 2009		Six months ended June 30, 2008		Six months ended June 30, 2009		Three months ended June 30, 2008	Three months ended June 30, 2009
	$		$		$		$		$	$
Net income (loss)	(74.1	)	(62.6	)	20.7		32.2		3.5	(12.1	)
Income tax (benefit) expense	(32.9	)	6.7		10.3		49.9		1.6	42.0
Interest expense, net	88.0		72.8		45.2		30.0		21.0	14.1
Depreciation and amortization	98.2		89.4		49.3		40.5		24.7	15.1
Joint venture EBITDA(a)	13.2		15.1		5.4		7.3		1.5	3.6
LIFO adjustment(b)	(11.9	)	(34.7	)	31.6		8.8		14.0	4.9
LCM adjustment(c)	37.0		35.9		(14.3	)	(15.4	)	–	(7.1	)
Loss (gain) on debt repurchase	1.2		(164.7	)	1.2		(164.7	)	1.2	(12.5	)
New Madrid power outage(d)	–		(17.3	)	–		(17.3	)	–	(16.5	)
Charges related to termination of derivatives	–		11.7		–		11.7		–	3.1
Non-cash hedging gains and losses(e)	47.0		(35.4	)	1.1		(81.3	)	2.9	(44.4	)
Goodwill and intangible assets impairment	25.5		68.5		–		43.0		–	–
Joint venture impairment	–		80.3		–		80.3		–	35.0
Other items, net(f)	43.7		45.4		14.5		16.2		9.9	8.4
Adjusted EBITDA	234.9		111.1		165.0		41.2		80.3	33.6

The following table reconciles cash flow from operating activities to Adjusted EBITDA for the periods presented:

(in millions)	Twelve months ended December 31, 2008		Last twelve months ended June 30, 2009		Six months ended June 30, 2008		Six months ended June 30, 2009
	$		$		$		$
Cash flow from operating activities	65.5		73.0		100.6		108.1
Loss on disposal of property, plant and equipment	(5.3	)	(7.5	)	(1.3	)	(3.5	)
Gain (loss) on hedging activities	(47.0	)	23.0		0.2		70.2
Settlements from hedge terminations, net	–		(70.1	)	–		(70.1	)
Insurance proceeds applied to capital expenditures	–		7.2		–		7.2
Equity in net income of investments in affiliates	7.7		4.4		5.5		2.2
Stock compensation expense	(2.4	)	(2.0	)	(1.1	)	(0.7	)
Changes in deferred charges and other assets	(7.5	)	(7.5	)	(3.0	)	(3.0	)
Changes in pension and other long-term liabilities	(0.2	)	(1.8	)	(2.5	)	(4.1	)
Changes in asset and liabilities, net	(28.3	)	12.0		(29.5	)	10.8
Income tax expense (benefit)	40.5		11.8		16.5		(12.2	)
Interest expense, net	82.9		47.9		41.3		6.3
Joint venture EBITDA(a)	13.2		15.1		5.4		7.3
LIFO expense(b)	(11.9	)	(34.7	)	31.6		8.8
LCM adjustment(c)	37.0		35.9		(14.3	)	(15.4	)
New Madrid power outage(d)	–		(17.3	)	–		(17.3	)
Non-cash hedging gains and losses(e)	47.0		(35.4	)	1.1		(81.3	)
Charges related to termination of derivatives	–		11.7		–		11.7
Other items, net(f)	43.7		45.4		14.5		16.2
Adjusted EBITDA	234.9		111.1		165.0		41.2

^(a) Our upstream business is fully integrated from bauxite mined by St. Ann to alumina produced by Gramercy to primary aluminum metal manufactured by our aluminum smelter in New Madrid, Missouri. Our reported Adjusted EBITDA includes 50% of the net income of Gramercy and St. Ann, based on transfer prices that are generally in excess of the actual costs incurred by the joint venture operations. To reflect the underlying economics of the vertically integrated upstream business, this adjustment eliminates the following components of equity income to reflect 50% of the EBITDA of the joint ventures, for the following aggregated periods (in millions):

	Last twelve months ended December 31, 2008		Last twelve months ended June 30, 2009		Six months ended June 30, 2008		Six months ended June 30, 2009	Three months ended June 30, 2008		Three months ended June 30, 2009
	$		$		$		$	$		$
Depreciation and amortization	16.0		15.3		7.5		6.8	4.0		3.3
Net tax expense	(2.7	)	(0.2	)	(2.0	)	0.5	(2.5	)	0.3
Interest income	(0.1	)	–		(0.1	)	–	–		–
Total joint venture EBITDA adjustments	13.2		15.1		5.4		7.3	1.5		3.6

(b)	We use the LIFO method of inventory accounting for financial reporting and tax purposes. To achieve better matching of revenues and expenses, particularly in the downstream business where customer LME pricing terms generally correspond to the timing of primary aluminum purchases, this adjustment restates net income to the FIFO method of inventory accounting by eliminating the LIFO expenses related to inventory held at the smelter and downstream facilities.
(c)	Reflects adjustments to reduce inventory to the lower of cost, adjusted for purchase accounting, or market value.
(d)	Represents the portion of the insurance settlement which we have spent on claim-related capital expenditures.
(e)	We use derivative financial instruments to mitigate effects of fluctuations in aluminum and natural gas prices. We do not enter into derivative financial instruments for trading purposes. This adjustment eliminates the non-cash gains and losses resulting from fair market value changes of aluminum swaps. These amounts exclude the following cash settlements (received) paid (in millions):

	Last twelve months ended December 31, 2008	Last twelve months ended June 30, 2009		Six months ended June 30, 2008		Six months ended June 30, 2009		Three months ended June 30, 2008		Three months ended June 30, 2009
	$	$		$		$		$		$
Aluminum swaps—fixed-price	5.3	(59.0	)	8.2		(56.1	)	11.5		(29.9	)
Aluminum swaps—variable-price	8.0	31.9		(4.9	)	19.0		(4.4	)	7.7
Natural gas swaps	3.7	19.0		–		15.3		–		8.6
Interest rate swaps	6.0	10.1		0.6		4.7		0.6		4.7
Total	23.0	2.0		3.9		(17.1	)	7.7		(8.9	)

^(f) Other items, net, consist of the following (in millions):

	Last twelve months ended December 31, 2008	Last twelve months ended June 30, 2009	Six months ended June 30, 2008	Six months ended June 30, 2009	Three months ended June 30, 2008	Three months ended June 30, 2009
	$	$	$	$	$	$
Sponsor fees	2.0	2.0	1.0	1.0	0.5	0.5
Pension expense–non cash portion	3.8	7.3	0.2	3.7	0.1	2.1
Employee compensation items	5.4	2.4	4.0	1.0	3.9	0.4
Loss on disposal of property, plant and equipment	8.6	9.0	1.3	1.7	0.7	(0.7	)
Interest rate swap	6.0	10.1	0.6	4.7	0.6	4.7
Consulting and non-recurring fees	9.3	5.4	6.6	2.7	3.5	0.7
Restructuring-project renewal	7.4	7.4	–	–	–	(0.2	)
Other	1.2	1.8	0.8	1.4	0.6	0.9
Total	43.7	45.4	14.5	16.2	9.9	8.4

Aluminum Hedge Positions

As of June 30, 2009, we had outstanding fixed-price aluminum sales swaps that were entered into to hedge aluminum shipments of approximately 848.7 million pounds. The following table summarizes our fixed-price aluminum sales hedges per year:

Year	Average hedged price per pound	Pounds hedged annually
	$	(In thousands)
2009	1.09	144,535
2010	1.06	290,541
2011	1.20	290,957
2012	1.23	122,711

Beginning in first quarter 2009, we entered into fixed-price purchase swaps to offset the fixed-price sale swaps. At June 30, 2009 we had offset a total of approximately 634.7 pounds for the years 2009 through 2012.

The following table summarizes our fixed-price aluminum purchase swaps as of June 30, 2009:

Year	Average hedged price per pound	Pounds hedged annually
	$	(In thousands)
2009	0.63	16,535
2010	0.70	245,264
2011	0.76	250,225
2012	0.80	122,711

CONTACT:
Noranda Aluminum Holding Corporation
Robert Mahoney, 615-771-5752
Chief Financial Officer
robert.mahoney@noralinc.com