8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): August 12, 2010

NORANDA ALUMINUM HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34741	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 7.01. Regulation FD Disclosure

A copy of a presentation that Noranda Aluminum Holding Corporation intends to use in investor meetings is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

See Index to Exhibits attached hereto.

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 12, 2010	By:	/s/    ROBERT B. MAHONEY
		Robert B. Mahoney
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor presentation, dated August 12, 2010

EX-99.1

Noranda

Aluminum Holding Corp

August 12, 2010

Exhibit 99.1

2

Forward Looking Statements

The

following

information

contains,

or

may

be

deemed

to

contain,

"forward-

looking statements" (as defined in the U.S. Private Securities Litigation Reform

Act of 1995).  By their nature, forward-looking statements involve risks and

uncertainties because they relate to events and depend on circumstances that

may or may not occur in the future.  The future results of the issuer may vary

from the results expressed in, or implied by, the following forward looking

statements, possibly to a material degree.  For a discussion of some of the

important factors that could cause the issuer's results to differ from those

expressed in, or implied by, the following forward-looking statements, please

refer to our filings with the SEC, including our annual report on Form 10-K.

3

Management Attendees

Mr. Mahoney was appointed Chief Financial Officer in May 2009

Mr. Mahoney has over 23 years of cyclical industry experience in

senior financial management positions for semiconductor and

electrical components companies including Hi-P International

Limited and Molex Inc.

Mr. Mahoney received a BA in Economics and History from the

University of Virginia and an MBA from the University of Michigan

President

and

Chief Executive Officer

Chief Financial Officer

Robert B. Mahoney

Mr. Smith was appointed President, Chief Executive Officer and

Director in 2008

Mr. Smith has diverse leadership experience, including various

management assignments with The Dow Chemical Company and

positions as COO of Resolution Performance Products and CEO of

Covalence Specialty Materials

Mr. Smith holds a BA in Chemistry and an MBA from Harvard

University

Layle “Kip”

Smith

4

Second quarter results: Successful performance while completing foundational projects that strengthened Noranda

5

Second Quarter Highlights

Noranda

produced strong current quarter results…

–

Net income was $6.9 million ($0.14 per share), and includes the net negative

impact of $11 million, or $0.21 per share, from special items

–

Operating cash flow was $118 million

–

Adjusted EBITDA was $79 million total, and $62 million excluding

hedges

–

External volumes grew over 2Q-09 and 1Q-10

–

Integrated

cash

cost

for

primary

aluminum

production

improved

to

$0.66/lb

–

CORE contributed over $15 million in cost reduction, capital avoidance, and cash

generation

–

Total

indebtedness

was

$554

million,

representing

a

24%

decrease

from

1Q-10

–

Cash and cash equivalents balances totaled $32 million. Senior revolving credit

facility had no outstanding borrowings and $215 million available capacity

…

while setting a foundation for long-term value

–

Completed IPO as part of broad program to increase strategic flexibility, position

company for growth and improve financial profile

–

Obtained favorable result in New Madrid power rate case

–

Signed final agreements for Jamaican fiscal regime

6

2009

Normalized(1)

3MOE

6/30/10

6MOE

6/30/10

Total primary aluminum shipments

580

147

267

Integrated upstream margin on cash cost

0.39

$     

0.38

$     

0.37

$     

Integrated upstream EBITDA

224

$      

55

$         

99

$         

Rolled products fabrication margin

35

15

26

Run-rate corporate expenses

(29)

(7)

(14)

Total Unhedged EBITDA

230

$      

62

$         

111

$      

Summary by Business

(1)

Normalized

based

on

$1.00

LME,

$0.06

Mid-west

Premium

Rolled Products Business

Rolled Products Business

Upstream Business

Upstream Business

Business-wide

summary

2009

Normalized

3MOE 6/30/10

6MOE

6/30/10

LME

1.00

0.97

0.98

Midwest Premium

0.06

0.06

0.06

Midwest Transaction Price

1.06

1.04

1.04

Net integrated cash cost of primary aluminum

0.67

0.66

0.67

Integrated upstream margin per pound

0.39

0.38

0.37

Dollars per Pound

Integrated cash cost is $0.66 for Q2-10;

normalizing Q1-10 for smelter volume and

alumina ramp up, YTD cost is $0.67

Strong Q2-10 demand in key primary aluminum

product groups. Billet and rod up 40% and 7%

against Q2-09. Billet and rod shipments up 21%

and 22% against Q1-10

CORE initiatives and favorable input prices offset

bauxite shipping delays, alumina ramp-up, and

legal costs related to power case

Fabrication margin was $14.5 million

YTD 2010 fabrication margin ahead of YTD 2009

by nearly $16 million

Q2-10 fabrication margin was $0.15 per pound

driven by greater leverage on fixed costs because

of exceptional throughput and by CORE results

CORE generated savings through purchasing

efficiency, labor efficiency and labor cost reduction

7

Noranda is well positioned to take advantage of a recovery in Aluminum prices

8

1300

1500

1700

1900

2100

2300

2500

2700

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Market Fundamentals –

Medium to Long Term

Global demand for aluminum is expected to

continue to increase…

Aluminum’s consensus estimated sustainable

price is meaningfully above current prices…

We hold a positive outlook for Aluminum’s fundamentals

over the medium and long-term, based on two views:

Prices Below Consensus Sustainable Level

Source:

Harbor intelligence

ALUMINUM LONG TERM  MINIMUM EQUILIBRIUM PRICE

(annual average; consensus forecasts from up to 20 analysts)

ESTIMATED

LT MINIMUM

EQUILIBRIUM

$2,450

CASH PRICE

$2,109 so far

2010

Consumption Growth Driven by China

Source:

CRU

(1) In millions of tonnes

Total

Consumption

(1)

30.4

37.4

46.5

59.1

69.2

% Growth

--

23%

24%

27%

17%

China

Consumption

(1)

6.1

12.6

20.4

27.5

33.0

% Growth

--

108%

62%

35%

20%

9

0.80

0.90

1.00

1.10

1.20

1.30

1.40

25%

35%

45%

55%

65%

75%

85%

95%

1995

97

99

01

03

05

07

09

11

China Urban population, %

China Rural population, %

China Total population, bn

Amplified Growth

Globally, substitution trends favor aluminum

China historically has produced at or near its aluminum consumption

—

China has imposed severe export taxes on aluminum; exports are highly unlikely

—

CRU forecasts China being net importers of aluminum in the medium term

—

Power is a key production constraint for China

China Population & Urbanization

_________________

Source:  CRU.

1.4

1.3

1.2

Chinese Aluminum Consumption & Production

_________________

Source:  Davenport.

10

Though we can’t control the LME, we exercise significant control and influence

over the basic drivers of our success

11

Noranda’s

Integrated Operating Footprint

Downstream Business

Downstream Business

Annual Capacity:  495mm lbs

(2)

St. Ann  

Bauxite Mine

New Madrid

Aluminum

Smelter

Newport

Rolling Mills

Salisbury

Rolling Mills

East

Mill

West

Mill

Huntingdon

Rolling Mills

Bauxite

Discovery Bay,

Jamaica

4.5mm Mt

Alumina

Gramercy, LA

1.2mm Mt

Aluminum

Primary  Metal

New Madrid, MO

263k Mt (580mm lbs)

Fin stock (HVAC) and Auto, Semi-Rigid Container Stock, Flexible

Packaging, Transformer Windings

Huntingdon, TN

Huntingdon West

235mm lbs

(2)

Huntingdon East

130mm lbs

Newport, AR

35mm lbs

Salisbury, NC

95mm lbs

Products:

Location:

Annual

Capacity:

Upstream Business

Upstream Business

Annual Capacity: 580mm lbs

2009 Cash Cost at Full Production: $0.72 / lb

(1)

Gramercy

Refinery

Revenue

Drivers:

Volume & LME

Residential construction / remodeling, packaging, U.S. consumer

_______________________

(1)

We

estimate

that

due

to

lost

production

volume

in

2009

from

the

smelter

outage,

which

caused

lost

efficiency

and

fixed

cost

absorption,

our

upstream

cash

cost

of

primary

aluminum

for

FYE

2009

of

$0.77

per

poundwas

negatively

impacted

by

$0.05

per

pound.

(2)

Maximum

capacity,

with

actual

capacity

depending

upon

production

mix.

12

Primary

Aluminum

Alumina

Noranda

Bauxite

Mine

Noranda

Alumina

Refinery

New Madrid

Primary Aluminum

Smelter

Bauxite

The integration of our Upstream Business is the lynchpin to

our strategy and sustainability

–

Significant Operating Leverage to LME

•

Integration provides for a more “fixed”

cost base

relative to non-integrated producers whose margins

may be eroded by rising input costs that are correlated

to LME

•

Third party sales of excess raw materials (e.g., bauxite

and alumina) enhance our leverage to LME

–

Secure Supply

•

For our smelter and refinery, we have the ability to

provide over 100% of our needs of alumina and bauxite

–

Low Cost & Operating Flexibility

•

Expanded portfolio of opportunities to drive cost out

and increase productivity and sales

Our strategy is founded on integrated production, cost independence from the LME, growth & productivity

Vertically Integrated Upstream Business

13

Geographic Mix

Low Cost, Leading –

Rolling Mill Operations

Low cost Production

–

Huntingdon West is the foil

mill with the lowest

conversion cost in North

America according to CRU

–

CORE Productivity

–

Footprint efficiency

Flexibility

–

10-30% of prime metal

comes from New Madrid,

but inter-company volume

can be varied based on

market conditions

Focused Growth

–

Grow with key customers to

“Win with Winners”

–

Increase share of demand

–

Top 10 customers 56% of

sales

Huntingdon, TN

2 plants, East and West

Started 1967 & 2000

Max. East capacity: 130mm lbs

Max. West capacity: 235mm lbs

(1)

Newport, AR

Started 1951

Max. Capacity:

35mm lbs

(1)

Salisbury, NC

Started 1965

Max. Capacity:

95mm lbs

Four Rolling Mills in Three States

_______________________

(1)

Capacity

includes

intracompany

reroll

of

approximately

45mm

lbs.

40%

17%

4%

4%

Southeast USA

West USA

Northeast USA

Midwest USA

34%

Southwest USA

Mexico

1%

HVAC fin stock

Container

Transformer

sheet

Foil products

Light gauge sheet

Products

Downstream Segment is a stable free cash flow generator

14

We have two #1 Priorities: Get the Results, and Do the Right Things the Right Way

15

Get the Results

Get the Results

Do the Right Things

Do the Right Things

the Right Way

the Right Way

Action oriented

Ethics and Values

Drive for results

Process Management

Safety Focus

Problem solving

Peer relationships

Priority setting

Managing through

systems

Existing for Customers

Caring for Customers

Respecting Suppliers

Enriching Communities

Rewarding Investors

Two #1

Two #1

Priorities

Priorities

Sustainable

Sustainable

Goals

Goals

Core

Core

Values

Values

Our Two #1 Priorities

16

Financial Success in Adverse Conditions

Reduced Production Cost

Reduced Production Cost

Improved Demand Share

Improved Demand Share

Reduced Debt

Reduced Debt

Generated More Cash (Free Cash Flow)

Generated More Cash (Free Cash Flow)

(Millions of dollars)

17

Experienced Management Team

Management has created significant shareholder value at Noranda

13

members

of

the

executive

team

have

an

average

of

more

than

21

years

of

experience

in

cyclical

and

commodity

industries

–

Layle

“Kip”

Smith,

President

and

Chief

Executive

Officer,

has

25

years

of

leadership

experience,

including

in

various

management

positions

with

The

Dow

Chemical

Company,

as

COO

of

Resolution

Performance

Products

and

as

CEO

of

Covalence

Specialty

Materials

–

Kyle

D.

Lorentzen,

Chief

Operating

Officer,

has

20

years

of

experience

in

cyclical

industries,

including

senior

positions

at

Berry

Plastics,

Covalence

Specialty

Materials

and

Hexion’s

Epoxy

and

Phenolics

Division

–

Robert

B.

Mahoney,

Chief

Financial

Officer,

has

over

23

years

of

cyclical

industry

experience

in

senior

financial

management

positions

for

semiconductor

and

electrical

components

companies

–

Gail

E.

Lehman,

Vice

President

&

General

Counsel,

has

22

years

of

corporate

law

experience,

having

held

senior

roles

at

industrial

companies

Honeywell,

Covalence

Specialty

Materials

and

Hawker

Beechcraft

–

Scott

Croft,

President

of

Norandal

USA,

Inc,

has

24

years

of

experience

in

the

rolling

mill

business

–

Richard

Lapine,

Vice

President

of

Sales

&

Marketing,

has

over

30

years

of

experience

in

Chemicals,

Plastics

and

Automotive

segments

as

a

former

executive

at

The

Dow

Chemical

Company

–

Charles

Skoda,

Vice

President

of

Operations

Support,

has

9

years

of

experience

in

cyclical

industries,

including

as

an

executive

at

Capital

One,

following

a

decorated

career

as

an

aviator

in

the

U.S.

Navy

–

Remaining

executive

team

members

bring

strong

experience

and

are

experts

in

their

functional

areas

Experienced management team with a proven track record will support Noranda’s

continued success

18

19

APPENDICES

20

Reconciliation of EBITDA to Net Income

Comments

Adjusted EBITDA for three months ended June 30, 2010

78.8

$    

Interest (Expense)/Income, Net

(8.5)

Depreciation & Amortization

(25.1)

LIFO/LCM

(9.9)

Interest Rate Swap MTM

(5.6)

MTM (Loss)/Gain on NatGas

(5.8)

AOCI Reclassification of Alim. Hedges

22.2

AOCI Reclassification of NatGas

Hedges

(1.5)

Stock Compensation Expense

(3.8)

Non-Cash Pension Expense

(1.8)

Other on-going items

(1.0)

Gain) loss on debt repurchase

(2.5)

Charges related to termination of derivatives

(4.9)

Restructuring and sponsor fees

(20.3)

Pre-Tax Income

10.3

Income tax expense

3.4

6.9

$       

Weighted average shares

49.1

Diluted options

1.0

prospectively, based on post-IPO debt balances at applicable interest rates

(1)

2Q is reasonable proxy going forward, at $25 million per quarter

(2)

Will vary from period-to-period with LME and inventory levels

Will vary from period-to-period with change in notional and market LIBOR

(3)

Will vary from period-to-period with change in hedged volume and Henry Hub

(3)

Set amount, with next 12 months disclosed

(4)

Relatively predictable amount, with estimate for next 12 months disclosed

(4)

2Q-10 contained $3.2 million of acceleration

Approximately $1.8 million per quarter, based on 2Q amounts

(5)

Represents gains and losses on asset disposals, other, say $1 million per quarter

(6)

Would continue after 2Q-10 only when there are are

debt paydowns

Doesn't continue after 2Q-10

Doesn't continue after 2Q-10

At 2Q, forecasted annual GAAP rate was disclosed as 33.6%

(7)

3Q will be based on amount outstanding at end of 2Q-10

(8)

Will vary based on stock price, but Q2-10 is appropriate proxy

(9)

Diluted shares

50.1

Diluted EPS

0.14

$    

(1)

See page 12 of June 2010 Form 10-Q for balance and rate information.

(2)

See page 50 of June 2010 Form 10-Q for 2Q-10 actual amount.

(3)

See page 19 of June 2010 Form 10-Q for hedged quantities and rates.

(4)

See page 19 of June 2010 Form 10-Q for amounts to be reclassified in future.

(5)

See page 52 of June 2010 Form 10-Q for Q2-10 actual amount.

(6)

See page 52 of June 2010 Form 10-Q for LTM "Loss on disposal" (0.4 million) and "other" (0.6 million).

(7)

See page 17 of June 2010 Form 10-Q for 33.6% annual 2010 rate.

(8)

See cover of June 2010 Form 10-Q for most recent share number.

(9)

See page 23 of June 2010 Form 10-Q for Q2-10 impact of dilutive securities.

Note: Amounts in millions, except per share data