1422105--2/25/2009--Noranda_Aluminum_Holding

related topics

{debt, indebtedness, cash}

{cost, regulation, environmental}

{operation, natural, condition}

{customer, product, revenue}

{investment, property, distribution}

{loss, insurance, financial}

{cost, operation, labor}

{interest, director, officer}

{acquisition, growth, future}

{condition, economic, financial}

{competitive, industry, competition}

{operation, international, foreign}

{product, market, service}

{personnel, key, retain}

A downturn in general economic conditions, as well as a downturn in the end-use markets for certain of our products, could materially and adversely affect our business, financial condition, results of operations and cash flows. Losses caused by disruptions in the supply of electrical power could materially and adversely affect our business, financial condition, results of operations and cash flows. Our operations consume substantial amounts of energy and our profitability may decline if energy costs rise. We may encounter increases in the cost of raw materials, which could cause our cost of goods sold to increase, thereby materially and adversely affecting our business, financial condition, results of operations or cash flows and limiting our operating flexibility. Our hedging activities may not be effective in reducing the variability of our revenues. We face risks relating to our joint ventures that we do not entirely control. We may be unable to continue to compete successfully in the highly competitive markets in which we operate. Aluminum may become less competitive with alternative materials, which could reduce our share of industry sales, lower our selling prices and reduce our sales volumes. If we were to lose order volumes from any of our largest customers, our revenues and cash flows could be reduced. We do not have long-term contractual arrangements with a significant majority of our customers, and our revenues and cash flows could be reduced if our customers switch their suppliers. Our business requires substantial capital investments that we may be unable to fulfill. We may be materially and adversely affected by environmental, safety, production and product regulations or concerns. Some of our facilities are located in areas that have been subject to natural disasters. Future natural disasters in these areas could damage our facilities and disrupt our operations. Our business is subject to unplanned business interruptions which may adversely affect our performance. We could experience labor disputes that disrupt our business. 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 foreign countries. The loss of certain members of our management may have an adverse effect on our operating results. Past and future acquisitions or divestitures may adversely affect our financial condition. The insurance that we maintain may not fully cover all potential exposures. Neither our historical nor our pro forma financial information may be representative of results we would have achieved as an independent company or our future results. Risks Related to our Indebtedness We have substantial indebtedness, which could adversely affect our ability to meet our obligations under the notes and may otherwise restrict our activities. Because Noranda HoldCo is the sole obligor on the HoldCo notes, and its subsidiaries do not guarantee its obligations under the HoldCo notes or have any obligation with respect to the HoldCo notes, the HoldCo notes are structurally subordinated to the debt and liabilities of its subsidiaries and joint ventures. Restrictive covenants under the indentures governing the notes and the existing senior secured credit facilities may adversely affect our operational flexibility. Despite our substantial indebtedness, we and our subsidiaries may still be able to incur significantly more debt. This could increase the risks associated with our substantial leverage, including our ability to service our indebtedness. Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries. Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. If we or our subsidiaries default on obligations to pay other indebtedness, we may not be able to make payments on the notes. We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful. Federal and state statutes may allow courts, under specific circumstances, to void the notes and/or the guarantees and require noteholders to return payments received. Certain restrictive covenants in the indentures governing the notes will be suspended if the notes achieve investment grade ratings.

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1422105--2/25/2009--Noranda_Aluminum_Holding_CORP