UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

For the quarterly period ended March 31, 2010

OR

For the transition period from [             to             ].

Commission file number: 333-148977

NORANDA ALUMINUM HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (615) 771-5700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES    x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

As of April 30, 2010, there were 43,788,232 shares of Noranda common stock outstanding.

Explanatory Note

The purpose of this amendment is to correct certain numbers included under the heading “Last Twelve Months Ended March 31, 2010” in the tables reconciling net income (loss) to Adjusted EBITDA on pages 40 and 41 of this report, which were incorrect due to computational error, and to make a clarifying change to statements regarding changes in working capital under the heading “Operating Activities” on page 37 of this report. No other changes have been made to this report, and this amendment has not been updated to reflect events occurring subsequent to the filing of this report.

Overview

Noranda Aluminum Holding Corporation is controlled by affiliates of Apollo Management, L.P. (collectively, “Apollo”). Unless otherwise specified or unless the context otherwise requires, references to (i) “Noranda HoldCo” refer only to Noranda Aluminum Holding Corporation, excluding its subsidiaries; (ii) “AcquisitionCo” refer only to Noranda Aluminum Acquisition Corporation, the wholly owned direct subsidiary of Noranda HoldCo, excluding its subsidiaries; and (iii) “the Company,” “Noranda,” “we,” “us” and “our” refer collectively to Noranda HoldCo and its subsidiaries.

We are a vertically integrated producer of value-added primary aluminum products and high quality rolled aluminum coils. We have two businesses: our upstream business and downstream business. Our upstream business consists of three reportable segments: primary aluminum products, alumina refining, and bauxite. These three segments are closely integrated and consist of an aluminum smelter near New Madrid, Missouri, which we refer to as “New Madrid,” and supporting operations at our bauxite mining operations in St. Ann, Jamaica (Noranda Bauxite Limited, or “St. Ann”) and our alumina refinery in Gramercy, Louisiana (Noranda Alumina, LLC, or “Gramercy”). New Madrid has annual production capacity of approximately 580 million pounds (263,000 metric tonnes), which represented more than 15% of total 2009 U.S. primary aluminum production, based on statistics from the Aluminum Association. Our flat rolled products segment comprises our downstream business, which is one of the largest aluminum foil producers in North America and consists of four rolling mill facilities with a combined maximum annual production capacity of 410 to 495 million pounds, depending on production mix. Our corporate expenses comprise our corporate segment.

Our first quarter 2010 operating results reflect these significant events:

Rising aluminum prices and Midwest premiums, stronger demand, effective productivity initiatives, and progress in returning our New Madrid smelter to full capacity had a favorable impact on first quarter 2010 revenues, operating income (loss) and net income (loss) compared to first quarter 2009.

We continued to improve our balance sheet by voluntarily repaying $215.9 million of outstanding debt on our revolving credit facility during first quarter 2010. We ended first quarter 2010 with total indebtedness of $728.3 million and $31.5 million in cash and cash equivalents. We had no outstanding draws on our senior revolving credit facility and $216.2 million of available borrowing capacity.

Forward-looking Statements

This report contains “forward-looking statements” which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are

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reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements herein are based upon information available to us on the date of this report.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as cautionary statements, are disclosed under “Risk Factors” included in our Form 10-K filed on March 2, 2010, including, without limitation, in conjunction with the forward-looking statements included in this report. All forward-looking information in this report and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, investors should not place undue reliance on those statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Preparation of these statements requires management to make significant judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. Our financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. The preparation of interim financial statements involves the use of certain estimates that are consistent with those used in the preparation of our annual financial statements. See Note 1 of the notes to our consolidated financial statements for the fiscal year ended December 31, 2009 included in our Annual Report on Form 10-K, filed March 2, 2010 and our Form 8-K filed with the SEC on April 26, 2010 to reflect the effects of a change in segments and a two-for-one stock split, for a discussion of our critical accounting policies. Hereinafter, “Note” refers to the notes to the condensed consolidated financial statements elsewhere in this report unless the context otherwise requires.

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Results of Operations

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Unit net cash costs is not a measure of financial performance under U.S. GAAP and may not be comparable to similarly titled measures used by other companies in our industry. Unit net cash costs per pound shipped has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results under U.S. GAAP.

The following table summarizes the unit net cash costs for primary aluminum for the periods presented:

The following table reconciles cost of sales to the cash cost for primary aluminum for the periods presented:

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Discussion of Operating Results

The following discussion of the historical results of operations is presented for the three months ended March 31, 2010 and March 31, 2009.

You should read the following discussion of our results of operations and financial condition in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere herein.

Three months ended March 31, 2010 compared to three months ended March 31, 2009.

Sales

Sales in the three months ended March 31, 2010 were $301.5 million compared to $164.3 million in the three months ended March 31, 2009.

Sales to external customers from our primary aluminum products segment were $107.0 million, a 59.5% increase from the $67.1 million reported in three months ended March 31, 2009, driven primarily by the increase in LME prices and higher volumes related to operating New Madrid at higher production levels relative to capacity.

Sales in our flat rolled products segment were $125.8 million, an increase of 29.3%, compared to $97.2 million for the three months ended March 31, 2009, primarily due to the increase in LME prices, as well as higher shipments to external customers.

Sales to external customers from our alumina refining and bauxite segments for the three months ended March 31, 2010 were $53.9 million and $14.9 million, respectively, reflecting the impact of the operations of Gramercy and St. Ann after August 31, 2009. Intercompany shipments from the alumina refining and bauxite segments for the year ended December 31, 2009 were $37.8 million and $12.7 million, respectively.

Cost of sales

Cost of sales for the three months ended March 31, 2010 was $264.9 million compared to $184.3 million in the three months ended March 31, 2009. The increase in cost of sales is mainly the result of higher shipment volumes for value-added products to external customers, as well as increased LME prices, which is reflected in the pass-through nature of the downstream business.

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The production outage at New Madrid negatively impacted our cash cost of primary aluminum in 2009. Although insurance proceeds covered the costs and losses associated with our outage and returning the smelter to operation, our coverage did not cover all inefficiencies associated with operating our integrated upstream business significantly below capacity. We estimate that due to lost production volume in 2009 from the smelter outage, which caused a loss of efficiency and fixed cost absorption, our cash cost of primary aluminum for FYE 2009 of $0.77 per pound was negatively impacted by $0.05 per pound. During first quarter 2010, the cash cost of primary aluminum is approximately $0.72 per pound.

Selling, general and administrative expenses

Selling, general and administrative expenses in the three months ended March 31, 2010 were $29.0 million compared to $22.2 million in the three months ended March 31, 2009. We incurred $4.1 million of costs related to the power outage in first quarter 2009 as a result of timing of recognition of insurance proceeds. We incurred $4.5 million in first quarter 2010 related to the February 26, 2010 workforce reduction. As a result of these offsetting charges, the increase in first quarter 2010 expense compared to first quarter 2009 relates primarily to the inclusion of Gramercy and St. Ann since the Joint Venture Transaction.

Goodwill and other intangible asset impairment

We recorded a $43.0 million impairment charge in our flat rolled products segment in the three months ended March 31, 2009. We evaluate Goodwill for impairment annually in the fourth quarter, or more often upon the occurrence of certain triggering events. No goodwill impairment was necessary for the three months ended March 31, 2010.

Operating income (loss)

Operating income (loss) in the three months ended March 31, 2010 was $7.6 million of income compared to an operating loss of $85.2 million in the three months ended March 31, 2009. The improvement relates to quarter-over-quarter sales margin (sales minus cost of sales) improvements of $56.6 million, offset by $6.8 million increase in selling, general and administrative expenses. Additionally, we recorded no goodwill impairment in first quarter 2010 compared to a $43.0 million goodwill impairment in first quarter 2009.

Interest expense, net

Interest expense in the three months ended March 31, 2010 was $9.2 million compared to $15.9 million in the three months ended March 31, 2009, a decrease of $6.7 million. Decreased interest expense is related to lower average debt outstanding on the term B loan and revolving credit facility and repurchases of the AcquisitionCo Notes and HoldCo Notes during 2009.

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Gain on hedging activities, net

Gain on hedging activities was $1.8 million in the three months ended March 31, 2010 compared to $45.1 million in the three months ended March 31, 2009. For the three months ended March 31, 2009, gains on hedging activities included $35.5 million reclassified into earnings based on our determination that it was probable that the original forecasted transactions would not occur. There were no such accelerated reclassifications during the three months ended March 31, 2010.

Equity in net (income) loss of investments in affiliates

We had no equity in net income of investments in affiliates for the three months ended March 31, 2010, compared to a loss of $44.0 million for the three months ended March 31, 2009 related to impairment write-downs of our equity investments. Following the Joint Venture Transaction, which occurred in August 2009, we no longer account for any subsidiaries using the equity method of accounting.

Gain on debt repurchase

In the three months ended March 31, 2010, we repaid the entire outstanding balance of the revolving credit facility of $215.9 million and repaid $7.5 million of our term B loan, resulting in a loss on debt repurchase of $0.1 million due to the write-off of certain deferred financing costs upon repayment of the obligation. For the three months ended March 31, 2009, we repurchased $205.7 million aggregate principal amount of outstanding HoldCo Notes, AcquisitionCo Notes, and term B loan borrowings for a price of $51.4 million plus fees, resulting in a $152.2 million gain.

Income tax expense (benefit)

Income tax expense was immaterial in the three months ended March 31, 2010, compared to an income tax expense of $7.9 million in the three months ended March 31, 2009. The provision for income taxes resulted in an effective tax rate of (816.7)% for the three months ended March 31, 2010, compared with an effective tax rate of 15.1% for the three months ended March 31, 2009. The decrease in the effective tax rate for the three months ended March 31, 2010 was primarily impacted by state income taxes, equity method investee income, and the Internal Revenue Code Section 199 manufacturing deduction and accrued interest related to unrecognized tax benefits.

Net income (loss)

Net income decreased from $44.3 million in the three months ended March 31, 2009 compared to a $0.1 million loss in the three months ended March 31, 2010. For first quarter 2010, net income was essentially breakeven, as $7.6 million of operating income and $1.8 million of hedging gains were offset by $9.2 million of interest expense. In first quarter 2009, we reported a $44.3 million net profit, as an $85.2 million operating loss and $45.3 million impairment on our equity-method investments in Gramercy and St. Ann were offset by $152.2 million of debt repurchase gains and $45.1 million of hedge gains.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by operating activities, cash from the termination of hedges, available borrowings under our revolving credit facility and cash on hand. For the three months ended March 31, 2010, cash provided by operating activities amounted to $100.6 million. At March 31, 2010 we had cash on hand of $31.5 million. Of our revolving credit facility’s (“the facility”) $242.7 million borrowing capacity, we had no amounts outstanding, although we had outstanding letters of credit of $26.5 million, resulting in $216.2 million available for borrowing under the facility at March 31, 2010.

We incurred substantial indebtedness in connection with our 2007 acquisition by Apollo. As of March 31, 2010, we have reduced our total indebtedness to $728.3 million.

Our debt facilities are rated as follows (in thousands):

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Our main continuing liquidity requirements will be to finance working capital, capital expenditures and acquisitions, and debt service. We believe that cash provided by operating activities plus available cash and borrowings under the available revolving credit facility will be adequate to meet our short-term liquidity needs. We cannot assure you, however, that our business will generate sufficient cash flow from operations to enable us to repay all of our indebtedness or to fund our other liquidity needs. In addition, certain events, such as a change of control, could require us to repay or refinance our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

The following table sets forth consolidated cash flow information for the periods indicated:

Operating Activities

Cash provided by operating activities in the three months ended March 31, 2010 reflected $58.7 million of proceeds from hedge terminations under our hedge settlement agreement with Merrill Lynch offset by $10.0 million from increases in working capital. Comparing the changes in working capital in first quarter 2010 to first quarter 2009, accounts receivable changes quarter over quarter increased $39.9 million resulting from higher sales volumes. The accounts receivable increase was offset by accounts payable changes quarter over quarter increasing by $7.4 million.

Investing Activities

Capital expenditures amounted to $13.0 million through March 31, 2010 and $9.7 million in the comparable 2009 period. Our capital expenditures during 2009 consisted of maintenance activities and costs associated with bringing the smelter back to full capacity. $0.8 million of our capital spending in the first three months ended March 31, 2009 related to the New Madrid restart all of which was funded with insurance proceeds. During the global economic contraction, we reduced our capital expenditures to maintenance levels in order to conserve cash. Though we have not finalized plans or entered into contractual commitments, we are evaluating projects at our New Madrid smelter that will increase our annual metal production by approximately 30 million pounds per annum to 610 million pounds by 2012 and contribute to a reduction in our future average net cash cost per pound of aluminum produced.

Financing Activities

During the three months ended March 31, 2010 our financing cash flows mainly reflected debt reduction. In 2010, through March 31, we used available cash balances, which included $58.7 million of proceeds from 2010 hedge terminations, to repay $215.9 million of our revolving credit facility and $7.5 million of term B loan borrowings. We ended first quarter 2010 with total indebtedness of $728.3 million and $31.5 million in cash and cash equivalents. We had no outstanding draws on our senior revolving credit facility and $216.2 million of available borrowing capacity. In addition, as of March 31, 2010, the monetization of all our fixed-price aluminum hedges would have generated proceeds totaling $112.5 million.

We have made a permitted election under the indentures governing our HoldCo and AcquisitionCo Notes, to pay all interest due hereunder on May 15, 2010, entirely in kind.

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Covenant Compliance and Financial Ratios

Certain covenants contained in our debt agreements restrict our ability to take certain actions (including incurring additional secured or unsecured debt, expanding borrowings under term loan facilities, paying dividends and engaging in mergers, acquisitions and certain other investments) unless we meet certain standards in respect of the ratio of our Adjusted EBITDA, calculated on a trailing four-quarter basis, to our fixed charges (the “fixed-charge coverage ratio”) or the ratio of our senior secured net debt to our Adjusted EBITDA, calculated on a trailing four-quarter basis (the “net senior secured leverage ratio”). There are no debt covenant restrictions that directly impact our ability to maintain or improve funded status of our pension plans. Furthermore, our ability to take certain actions, including paying dividends and making acquisitions and certain other investments, depends on the amounts available for such actions under the applicable covenants, which amounts accumulate with reference to our Adjusted EBITDA on a quarterly basis.

The minimum or maximum ratio levels set forth in our covenants as conditions to our undertaking certain actions and our actual performance are summarized below:

Our debt agreements do not require us to maintain any financial performance metric or ratio in order to avoid a default. However, we did not satisfy certain financial ratio levels relevant to these covenants as of December 31, 2009, and we were limited in our ability to incur additional debt, make acquisitions or certain other investments and pay dividends. As of March 31, 2010, we meet all covenant ratios.

As used herein, “Adjusted EBITDA” (which is defined as “EBITDA” in our debt agreements) means net income before income taxes, net interest expense and depreciation and amortization, adjusted to eliminate related party management fees, business optimization expenses and restructuring charges, certain charges resulting from the use of purchase accounting and other specified 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

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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.

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The following table reconciles net income to Adjusted EBITDA for the periods presented:

The following table reconciles cash flow from operating activities to Adjusted EBITDA for the periods presented:

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The previous table presents cash settlement amounts net of early termination discounts totaling $17.9 million in 2009 and $4.1 million through March 31, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.