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): November 2, 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: November 2, 2010	By:	/s/    ROBERT B. MAHONEY
		Robert B. Mahoney
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor presentation, dated November 2, 2010

EX-99.1

NORANDA

ALUMINUM

HOLDING

CORPORATION—NOVEMBER

2010

Exhibit 99.1

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

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

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

(2)

Salisbury, NC

95mm lbs

(2)

Products:

Location:

Annual

Capacity:

Upstream Business

Upstream Business

Annual Capacity: 580mm lbs

YTD 2010 Cash Cost is $0.71

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

approximately

$0.05

per

pound.

(2)

Maximum

capacity,

with

actual

capacity

depending

upon

production

mix.

Noranda’s

Integrated Footprint

4

Key Messages

•

Aluminum’s fundamentals support long

term demand growth

•

Noranda

is a pure aluminum play

o

We are highly leveraged to the LME

o

We are fully integrated, from bauxite

to aluminum foil

o

We choose to manage with a

passionate focus on productivity

o

We have a value-added growth

strategy

Demonstrated Ability to Create Value

•

During the 2008/2009 downturn, we

o

Lowered our cost of producing a

pound of primary aluminum

o

Generated cash

o

Decreased our safety incidents

o

Decreased our debt

o

Increased our share of demand in key

product segments

•

We have produced solid post-IPO

results

5

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

6

Global aluminum demand is expected to

continue to grow

o

Global economic growth

o

Higher standards of living and increased

demand from emerging markets

•

Substitution from other metals such as copper

o

CRU: Copper to aluminum price ratio has “hit

new highs in recent months and is set to widen

further in 2011”

o

Gains are occurring in wire and cable and bus-

bars, heat transfer applications, commercial

heat exchanger applications

•

Aluminum is highly correlated with

o

GDP growth

o

Rapid urbanization

o

Increasing environmental consciousness

Beta to Global GDP (30 Years)

Aluminum Consumption Growth vs.

Global GDP Growth since 1976

2.4

2.3

1.6

1.0

0.0

1.0

2.0

3.0

Aluminum

Nickel

Copper

Zinc

7

*

Source:

Harbor

Intelligence;

5

Ali

analysts

most

accurate

from

2001

through

2009

We Hold a Positive Outlook For Aluminum

Forecasts of Average Annual LME

We see stable demand, at prices sufficient to support value creation

Though

we

can’t

control

the

LME,

we

exercise

significant

control

and

influence

over

the

basic

drivers

of

our

success

8

The integration of our Upstream Business is

the cornerstone to our strategy and

sustainability

–

Significant Operating Leverage to LME

Integration provides for a more stable 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

–

Low Cost & Operating Flexibility

Expanded portfolio of opportunities to drive cost out

and increase productivity and sales

–

Secure Supply

For our smelter and refinery, we have the ability to

provide over 100% of our alumina and bauxite needs

Vertically Integrated Upstream Business

Primary

Aluminum

Alumina

Noranda

Bauxite

Mine

Noranda

Alumina

Refinery

New Madrid

Primary Aluminum

Smelter

Bauxite

Integration drives leverage to LME, secure supply and expanded cost-cutting opportunities

9

New Madrid Smelter Has Returned to Full Operations

•

At full capacity, New Madrid is 15% of U.S.

primary

aluminum

production

(1)

•

Despite low capacity utilization, 2009 cash cost

was $0.77/lb vs. $0.81/lb in 2008

•

CRU ranked us near the midpoint of the 2009

global smelter power cost curve

•

We estimate that, at full production, 2009 cash

cost

would

have

been

$0.72/lb

(2)

YTD 2010 cash cost is $0.71/lb

We Are Focused on Cost Competitive Power

•

AmerenUE—Missouri’s largest electric utility

provides electricity to New Madrid

•

New Madrid Contract Terms; Expires in 2020,

with renewal options and notice periods; No

"Take or Pay" provisions (except 5 MW)

•

Noranda

is its own ratepayer class

•

Rate History—Proactively managed our rates

since the divestiture from Xstrata. Most recent

rate case had no impact to Noranda

•

Rate Outlook—In July 2010, AmerenUE

filed a

rate case.  Time for a rate case to be decided by

the MoPSC

is eleven months

_______________________

(1)

CRU

Aluminum

Quarterly,

October

2010

(2)

Lost

efficiency

and

fixed

cost

absorption,

impacted

our

upstream

cash

cost

of

primary

aluminum

for

FYE

2009

of

$0.77

per

pound

by

an

estimated

$0.05

per

pound

(3)

Reflects

impact

of

2009

smelter

outage

due

to

January

2009

ice

storm.

Cost effective New Madrid smelter is leveraged to aluminum prices

Production Volume 2006 to 2009

Strategic Drivers Enable Leverage to the LME

•

Grow production and value-added sales

•

CORE productivity

o

Re-launched New Madrid capacity expansion,

adding 35 million pounds by 2013

•

Drive cost independence from LME

o

Neither alumina supply nor power contract is tied

to the LME price

•

According to CRU estimates, smelter expected to be

in 2nd quartile globally for 2010

10

•

Low cost Production

o

Huntingdon West is the lowest conversion

cost foil mill in North America according to

CRU

o

CORE Productivity

o

Footprint efficiency

•

Flexibility

o

Provides more stable source of free cash

flow

o

Maintenance capital expenditures average

25% of EBITDA

o

Historically, 10-30% of metal consumed by

flat rolled products segment is purchased

from New Madrid, but inter-company

volume can be varied based on market

conditions

•

Focused Growth

o

Grow with key customers to “Win with

Winners”

o

Increase share of demand in 2009

o

Top 10 customers 56% of sales in 2009

•

HVAC fin stock

•

Container

•

Transformer winding

•

Foil products

•

Light gauge sheet

Low Cost, Leading –

Rolling Mill Operations

Four Rolling Mills in Three States

Products

Huntingdon, TN

2 plants, East and West

Started 1967 & 2000

Max. East capacity: 130mm lbs

(1)

Max. West capacity: 235mm lbs

(1)

Salisbury, NC

Started 1965

Max. Capacity:95mm lbs

(1)

Newport, AR

Started 1951

Max. Capacity:

35mm lbs

(1)

Downstream Segment is a stable free cash flow generator

11

(1) Maximum capacity, with actual capacity depending upon production mix.

YTD 2010 CORE Savings by Location

YTD 2010 CORE Savings

by Type

Strong Record of Productivity

12

•

CORE–

Noranda’s comprehensive

productivity program

•

Fundamental to our integrated strategy

•

Plan to generate $140 million of CORE

savings during the period from 2009 through

2011

Through September 2010, our results

reflect nearly $58 million in CORE

productivity savings

Cumulative ’09, ’10 total is $101 million

•

CORE will continue to be a key focus in 2011

as we expect to see inflation, particularly in

carbon and caustic soda

Track Record of Growth

•

Noranda

has several avenues through which to pursue growth

o

Capital Investment

Invested over $410 million in our assets since 2003

o

Debottlenecking

Increased primary aluminum production capacity by 37m lbs in 5 years

Re-launched New Madrid capacity expansion, adding 35 million

pounds by 2013

Will complete St. Ann dredging project in 1Q of 2011

o

Increase share of demand

During economic downturn, gained share in key upstream (rod) and

downstream (foil, finstock) product segments

In 2010, gained share in billet

o

Acquisitions and Acquisition-related growth

Purchased and consolidated the bauxite and alumina joint venture

Long position in bauxite and alumina allows for commercial sale.

Success with major customers

Noranda

continues to evaluate acquisition based growth opportunities

Growth

offers

new

opportunities

to

leverage

a

CORE

competency

–

CORE

productivity

13

Debt Balances Trend

Free Cash Flow Generation

•

From January 2009 through IPO –

Repurchased or repaid $439 million of debt,

primarily through proceeds of terminated

aluminum hedges

•

IPO –

Used $83 million IPO Proceeds and

$96 million from terminating remaining

aluminum hedges to purchase or repay $176

million of debt

•

3Q-10—Used operating cash flow to

repurchase

$21

million

of

debt

We Have Deleveraged Substantially

Deleveraging is a part of our portfolio of growth and value creation opportunities

-$75

$0

$75

$150

$225

2H 07

1H 08

2H 08

1H 09

2H 09

1H 10

14

Post-IPO, we’ve done the right things the right way, and we’ve achieved results

15

Third Quarter Highlights

•

Noranda

produced solid 3Q results…

•

Reported $25.2 million net income ($0.45 per share, diluted), which includes

$16.6 million ($0.29 per share) positive impact from hedge and debt repurchase

gains

•

Business units produced $38.9 million combined segment profit; Adjusted EBITDA

was $33.0 million. 3Q reflects a full quarter of seasonal peak power rates

•

CORE

contributed

$19.1

million

in

cost

reduction

and

capital

expenditure

savings.

Year-to-date

CORE

savings

are

$57.7

million

•

Grew share of demand in billet, with 15% 3Q growth and 33% YTD growth

•

Another quarter of outstanding performance in flat rolled products segment, with

$14.4 million of segment profit

•

...despite lower LME and seasonal peak power rates

•

Realized MWTP was $0.99 compared to $1.04 in 2Q-10

•

Compared to 2Q-10, $0.77 integrated cash cost reflected seasonal peak power

rates, fuel adjustment charge, and lower LME

•

Production and shipping timing differences in July caused 4% decrease in primary

aluminum shipments from 2Q-10

•

New Madrid achieved record metal production in September

16

Third Quarter Highlights

•

We strengthened our balance sheet and preserved liquidity…

•

Generated $31.0 million of operating cash flow; ending cash balances totaled

$33.0 million

•

No outstanding borrowing on senior revolving credit facility; $215.2 million

available capacity

•

Repurchased $20.6 million AcquisitionCo notes, reducing total debt to $533.1

million

•

…while addressing key projects

•

Completed renegotiation of Gramercy labor agreement

•

Announced capacity expansion projects in New Madrid and Salisbury

•

Initiated dredging project at St. Ann bauxite mine

17

Corporate Overview

Upstream Business

•

Seasonal peak power had $0.11 per pound total

impact on cash cost in 3Q, $.08 incremental to

2Q

•

Record production in New Madrid in September

•

Billet shipments growth ahead of industry

•

Re-launched $38 million capital expansion to

increase New Madrid capacity by 35 million

pounds

•

Dredging project to be completed during 1Q-11,

removing volume constraint and reducing

shipping costs

Flat Rolled Products Business

We see stable demand, at prices sufficient to support value creation

•

$14.4 million 3Q segment profit reflects

continued strong performance in favorable

demand environment

•

Performance driven by improve throughput and

by cost savings through CORE program

18

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

19

Noranda Mission

20

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

o

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

o

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

o

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

o

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

o

Scott

Croft,

President

of

Norandal

USA,

Inc,

has

24

years

of

experience

in

the

rolling

mill

business

o

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

o

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

o

Remaining

executive

team

members

bring

strong

experience

and

are

experts

in

their

functional

areas

21

22

APPENDICES

*

*

*

*

*

Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures as defined by SEC rules. We think that these measures are

helpful to investors in measuring our financial performance and comparing our performance to our peers. However,

our non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures used by

other companies. These non-GAAP financial measures have limitations as an analytical tool and should not be

considered in isolation or as a substitute for GAAP financial measures. To the extent we discuss any non-GAAP

financial measures on the earnings call, a reconciliation of each measure to the most directly comparable GAAP

measure will be available the presentation slides filed as an Exhibit 99 to our Current Report on Form 8-K furnished

to the SEC concurrent with the use of this presentation.

Certain covenants contained in our debt instruments, which restrict our ability to take certain actions and determine in

part interest rates, we pay under our senior secured credit facilities, use Adjusted EBITDA. Under our debt

instruments, “Adjusted EBITDA”

means net income before taxes, net interest expense and depreciation and

amortization, adjusted to eliminate related party management fees, certain charges resulting from the use of

purchase accounting and specified other non-cash items of income or expense. 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.

24

Non-GAAP Measure: Adjusted EBITDA

25

Non-GAAP Measure: Adjusted EBITDA (Cont’d)

26

27

28