1304280--6/29/2009--Novelis

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{condition, economic, financial}

{product, market, service}

{gas, price, oil}

{operation, international, foreign}

{debt, indebtedness, cash}

{competitive, industry, competition}

{cost, operation, labor}

{capital, credit, financial}

{investment, property, distribution}

{acquisition, growth, future}

{cost, contract, operation}

{personnel, key, retain}

{control, financial, internal}

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Certain of our customers are significant to our revenues, and we could be adversely affected by changes in the business or financial condition of these significant customers or by the loss of their business. Our profitability or cash flows could be adversely affected by our inability to pass through metal price increases due to metal price ceilings in certain of our sales contracts. Our efforts to mitigate the risk of rising metal prices may not be effective. Our results and cash flows can be negatively impacted by timing differences between the prices we pay under purchase contracts and metal prices we charge our customers. Our operations consume energy and our profitability or cash flows may decline if energy costs were to rise, or if our energy supplies were interrupted. We may not have sufficient cash to repay indebtedness and we may be limited in our ability to access financing for future capital requirements, which may prevent us from increasing our manufacturing capability, improving our technology or addressing any gaps in our product offerings. Our substantial indebtedness could adversely affect our business and therefore make it more difficult for us to fulfill our obligations under our Credit Agreements and our Senior Notes. The covenants in our Credit Agreements and the indenture governing our Senior Notes impose significant operating and financial 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 or cash flows and the competitiveness of our aluminum rolled products relative to other materials. Most of our facilities are staffed by a unionized workforce, and union disputes and other employee relations issues could materially adversely affect our financial results. Our operations have been and will continue to be exposed to various business and other risks, changes in conditions and events beyond our control in countries where we have operations or sell products. We could be adversely affected by disruptions of our operations. We may not be able to successfully develop and implement new technology initiatives in a timely manner. If we fail to establish and maintain effective internal control over financial reporting, we may have material misstatements in our financial statements and we may not be able to report our financial results in a timely manner. Loss of our key management and other personnel, or an inability to attract such management and other personnel, could adversely impact our business. Past and future acquisitions or divestitures may adversely affect our financial condition. We could be required to make unexpected contributions to our defined benefit pension plans as a result of adverse changes in interest rates and the capital markets. We face risks relating to certain joint ventures and subsidiaries that we do not entirely control. Our ability to generate cash from these entities may be more restricted than if such entities were wholly-owned subsidiaries. We have supply agreements with Alcan for a portion of our raw materials requirements. If Alcan is unable to deliver sufficient quantities of these materials or if it terminates these agreements, our ability to manufacture products on a timely basis could be adversely affected. We may lose key rights if a change in control of our voting shares were to occur. Our agreement not to compete with Alcan in certain end-use markets may hinder our ability to take advantage of new business opportunities. Risks Related to Our Industry We face significant price and other forms of competition from other aluminum rolled products producers, which could hurt our results of operations or cash flows. The end-use markets for certain of our products are highly competitive and customers are willing to accept substitutes for our products. A downturn in the economy could have a material adverse effect on our financial results or cash flows. The seasonal nature of some of our customers industries could have a material adverse effect on our financial results or cash flows. We are subject to a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we operate, and we may be exposed to substantial environmental, health and safety costs and liabilities.

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1304280--6/29/2009--Novelis_Inc.