1304280--5/27/2010--Novelis

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{cost, regulation, environmental}

{condition, economic, financial}

{operation, international, foreign}

{investment, property, distribution}

{cost, contract, operation}

{product, market, service}

{debt, indebtedness, cash}

{cost, operation, labor}

{capital, credit, financial}

{acquisition, growth, future}

{gas, price, oil}

{financial, litigation, operation}

{personnel, key, retain}

{tax, income, asset}

{control, financial, internal}

Economic conditions could negatively affect our financial condition and results of operations. We are subject to risks related to our indebtedness. The covenants in our Credit Agreements and the indentures governing our Senior Notes impose significant operating restrictions on us. A deterioration of our financial position or a downgrade of our ratings by a credit rating agency could increase our borrowing costs and our business relationships could be adversely affected. Adverse changes in currency exchange rates could negatively affect our financial results and cash flows and the competitiveness of our aluminum rolled products relative to other materials. Most of our facilities are staffed by a unionized workforce, and union disputes and other employee relations issues could materially adversely affect our financial results. Our operations have been and will continue to be exposed to various business and other risks, changes in conditions and events beyond our control in countries where we have operations or sell products. We could be adversely affected by disruptions of our operations. Our goodwill and other intangible assets could become impaired, which could require us to take non-cash charges against earnings. As part of our ongoing evaluation of our operations, we may undertake additional restructuring efforts in the future which could in some instances result in significant severance-related costs, environmental remediation expenses and impairment and other restructuring charges. We may not be able to successfully develop and implement new technology initiatives in a timely manner. If we fail to maintain effective internal control over financial reporting, we may have material misstatements in our financial statements and we may not be able to report our financial results in a timely manner. Loss of our key management and other personnel, or an inability to attract such management and other personnel, could adversely impact our business. Future acquisitions or divestitures may adversely affect our financial condition. We could be required to make unexpected contributions to our defined benefit pension plans as a result of adverse changes in interest rates and the capital markets. We face risks relating to certain joint ventures and subsidiaries that we do not entirely control. Our ability to access cash from these entities may be more restricted than if such entities were wholly-owned subsidiaries. Hindalco and its interests as equity holder may conflict with the interests of the holders of our Senior Notes in the future. We have supply agreements with Rio Tinto Alcan for a portion of our raw materials requirements. If Rio Tinto Alcan is unable to deliver sufficient quantities of these materials or if it terminates these agreements, our ability to manufacture products on a timely basis could be adversely affected. The adoption of derivatives legislation by Congress could have an adverse impact on our ability to hedge risks associated with our business and on the cost of our hedging activities. We face significant price and other forms of competition from other aluminum rolled products producers, which could hurt our results of operations and cash flows. The end-use markets for certain of our products are highly competitive and customers are willing to accept substitutes for our products. The seasonal nature of some of our customers industries could have a material adverse effect on our financial results and cash flows. We are subject to a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we operate, and we may be exposed to substantial environmental, health and safety costs and liabilities. We may be exposed to significant legal proceedings or investigations.

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1304280--5/27/2010--Novelis_Inc.