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, and (2) has been subject to such filing requirements for the past 90 days. Yesþ     Noo

     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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso     Noo

     Indicate by check mark whether the registrant is a large accelerated filter, an accelerated filter, 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. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso     Noþ

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yesþ     Noo

     As of JulyOctober 15, 2009, there were 20,276,571 shares of the Common Stock of the registrant outstanding.

     This Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     Principles of Consolidation and Basis of Presentation.The consolidated financial statements include the statements of the Company and its wholly owned subsidiaries. Investments in 50%-or-less-owned entitiesIntercompany balances and transactions are accountedeliminated. See Note 3 for by the equity method. The only such entity for the periods covered by this Report relates toa description of the Company’s accounting for its 49%, non-controlling ownership interest in Anglesey Aluminium Limited (“Anglesey”). Intercompany balances and transactions are eliminated.

     The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of the disclosures required by US GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature unless otherwise noted, necessary for a fair statement of the results for the interim periods presented. References to specific US GAAP in this Report cite topics within the FASB Accounting Standards Codification (“ASC”). SeeNew Accounting Pronouncementsbelow for further information regarding the ASC.

     Use of Estimates and Assumptions.The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operation.

     Operating results for the sixnine months ended JuneSeptember 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

     Recognition of Sales.Sales are recognized when title, ownership and risk of loss pass to the buyer and collectability is reasonably assured. From time to time, in the ordinary course of business, the Company may enter into agreements with customers requiring the Company to allocate certain amounts of its annual capacity in return for a fee. Such fees are recognized as revenue ratably over the life of the agreement which may be in excess of one year in length.

     Earnings per Share.ASC 260-10-45-60A defines unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires inclusion of such securities in the computation of earnings per share pursuant to the two-class method. On January 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Staff Position, Emerging Issues Task Force 03-6-1, “Determining Whether Instruments Granted in Share-based Payment Transactions are Participating Securities”Securities (“FSP EITF 03-6-1”). Unvested share-based payment awards that contain nonforfeitable rights03-6-1), subsequently codified as ASC 260-10-65-2, which mandates the application of the foregoing principles to dividends or dividend equivalents (whether paid or unpaid) were treated as participating securitiesall financial statements issued for fiscal years beginning after December 2008 and were included in the computation of earnings per share pursuant to the two-class method in accordance with Statement of Financial Accounting Standards No. 128,Earnings per Share(“SFAS No. 128”).requires retrospective application. Upon adoption, the Company retrospectively adjusted its earnings per share data, to conform to the provisions in FSP EITF 03-6-1. The retrospective application resultedresulting in a $.03 and $.09$.06 per share reduction in basic earnings per common share for the quarter and sixnine months ended JuneSeptember 30, 2008 respectively, and a $.01 and $.04$.02 per share reduction in diluted earnings per common share for the same period. The retrospective adjustments had no impact on previously reported basic or diluted earnings per share for the quarter and six months ended JuneSeptember 30, 2008 respectively (see Note 13).

     Basic earnings per share is computed by dividing distributed and undistributed earnings allocable to common shares by the weighted-average number of common shares outstanding during the applicable period. The shares owned by a voluntary employee beneficiary association (“VEBA”) for the benefit of certain union retirees, their surviving spouses and eligible dependents (the “Union VEBA”) that are subject to transfer restrictions, while treated in the Consolidated Balance Sheets as being similar to treasury stock (i.e., as a reduction in Stockholders’ equity), are included in the computation of basic shares outstanding in the Statements of Consolidated Income because such shares were irrevocably issued and have full dividend and voting rights. Diluted earnings per share is calculated as the more dilutive result of computing earnings per share under: (i) the treasury stock method or (ii) the two-class method (see Note 13).

     Stock-Based Compensation.The Company accounts for stock-based compensation plans at fair value. Stock based compensation is provided to certain employees, directors and a director emeritus.emeritus, and is accounted for at fair value, pursuant to the requirements of ASC 718. The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the number of awards expected to ultimately vest. The fair value of awards provided to the director emeritus is not material. The cost of thean award is recognized as an expense over the period that the recipient provides service for the award. The Company has elected to amortize compensation expense for equity awards with graded vesting using the straight line method. The Company recognized compensation expense for the quarters ended JuneSeptember 30, 2009 and 2008 of $3.0$2.0 and $2.8,$2.4, respectively, and for the sixnine months ended JuneSeptember 30, 2009 and 2008 of $5.5$7.3 and $5.1,$7.5, respectively, in connection with vested awards and non-vested stock, restricted stock units and stock options (see Note 10).

     The Company grants performance shares to executive officers and other key employees. These awards are subject to performance requirements pertaining to the Company’s economic value added (“EVA”) performance, measured over a three year performance period. The EVA is a measure of the excess of the Company’s pretax operating income for a particular year over a pre-determined percentage of the net assets of the immediately preceding year, as defined in the 2008-2010 and 2009-2011 Long-Term Incentive (“LTI”) programs. The number of performance shares, if any, that will ultimately vest and result in the issuance of common shares depends on the average annual EVA achieved for the specified three year performance periods. The Company accounts for these awards at fair value in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004),Share-based Payments(“SFAS No. 123R”). The fair valueperformance-based awards is measured based on the most probable outcome of the performance condition, which is estimated quarterly using the Company’s planforecast and actual results. The Company expenses the fair value, after assuming an estimated forfeiture rate, over the specified three year performance periods on a ratable basis. The Company recognized compensation expense for the quarters ended JuneSeptember 30, 2009 and 2008 of $.7$.2 and $.5,$.4, respectively, and for the sixnine months ended JuneSeptember 30, 2009 and 2008 of $.7$1.0 and $.7,$1.1, respectively, in connection with the performance shares.

     Realization of Excess Tax Benefits.The Company follows the tax law ordering approach in assessing the realization of excess tax benefits upon vesting of non-vested stock, restricted stock units and performance shares, exercising of stock options and payment of dividends on non-vested stock, restricted stock units and performance shares expectedrelated to vest.stock-based awards. Under the tax law ordering approach, realization of excess tax benefits is determined based on the ordering provisions of the tax law. Current year deductions, which include the tax benefits from current year equitystock-based award activities, are used first before using the Company’s net operating loss (“NOL”) carryforwards from prior years. Under this method, Additional capital would be credited when an excess tax benefit is realized, creating an additional paid in capital pool, to absorb potential future tax deficiencies resulting from vesting of non-vested stock, restricted stock units and performance shares and from the exercise of stock options.stock-based award activities. During the sixnine months ended JuneSeptember 30, 2009, the Company recorded a reduction of $.1 to a previously recorded excess tax benefit resulting

from the vestingCompany recorded a reduction of non-vested stock, restricted stock units and from dividend equivalents paid$.1 to non-vested stock and restricted stock units expected to vest.a previously recorded excess tax benefit. This adjustment was reflected as a reduction to Additional capital.

     Restructuring Costs and Other Charges.Restructuring costs and other charges include employee severance and benefit costs, impairment of owned equipment to be disposed of, and other costs associated with the exit and disposal activities. The Company applies the provisions of Statement of Financial Accounting Standards No. 146,AccountingASC 420 to account for Costs Associatedobligations arising from such activities. Severance and benefit costs incurred in connection with Exit or Disposal Activities (“SFAS No. 146”) relating to one-time termination benefits. Severance costs accounted for under SFAS No. 146exit activities are recognized when the Company’s management with the proper level of authority has committed to a restructuring plan and communicated those actions to employees. For owned facilities and equipment, impairment losses recognized are based on the fair value less costs to sell, with fair value estimated based on existing market prices for similar assets. Other exit costs include costs to consolidate facilities or close facilities, terminate contractual commitments and relocate employees. A liability for such costs is recorded at its fair value in the period in which the liability is incurred. At each reporting date, the Company evaluates its accruals for exit costs and employee separation costs to ensure the accruals are still appropriate. During the quarter and sixnine months ended JuneSeptember 30, 2009, the Company recorded $5.1$.1 and $6.3,$6.4, respectively, of restructuring costs and other charges relating to employee termination and other personnel costs, and contract termination and other facility-related activities, in connection with the Company’s closure of its Tulsa, Oklahoma extrusion facility, significant reduction of operations at its Bellwood, Virginia facility, and streamlining itsreduction of personnel infrastructure in other locations (See(see Note 15).

     Restricted Cash.The Company is required to keep certain amounts on deposit relating to workers’ compensation, derivative contracts, letters of credit and other agreements. Such amounts totaled $25.6$18.7 and $36.8 at JuneSeptember 30, 2009 and December 31, 2008, respectively. Of the restricted cash balance, $.9 and $1.4 were considered short term and included in Prepaid expenses and other current assets on the Consolidated Balance Sheets at JuneSeptember 30, 2009 and December 31, 2008, respectively, and $24.7$17.8 and $35.4 were considered long term and included in Other assets on the Consolidated Balance Sheets at JuneSeptember 30, 2009 and December 31, 2008, respectively. Included in long-term restricted cash were $7.0zero and $17.2 of margin call deposits with the Company’s derivative counterparties at JuneSeptember 30, 2009 and December 31, 2008, respectively (see Note 6).

     Trade Receivables and Allowance for Doubtful Accounts.Trade receivables consist of amounts billed to customers for products sold. Accounts receivable are generally due within 30 days. For the majority of our receivables, the Company establishes an allowance for doubtful accounts based upon collection experience and other factors. On certain other receivables where the Company is aware of a specific customer’s inability or reluctance to pay, an allowance for doubtful accounts is established against amounts due to reduce the net receivable balance to the amount the Company reasonably expects to collect. However, if circumstances change, the Company’s estimate of the recoverability of accounts receivable could be different. Circumstances that could affect the Company’s estimates include, but are not limited to, customer credit issues and general economic conditions. Accounts are written off once deemed to be uncollectible.

     Inventories.Inventories are stated at the lower of cost or market value. Finished products, work in process and raw material inventories are stated on the last-in, first-out (“LIFO”) basis. Other inventories, principally operating supplies and repair and maintenance parts, are stated at average cost. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges (see Note 2).charges. During the first quarter of 2009, the Company recorded an inventory write-down of $9.3 to reflect the market value as of March 31, 2009, in accordance with ASC 330-10-35, paragraphs 1-12 (see Note 2). According toAccounting Research Bulletin No. 43 (“ARB No. 43”),Chapter 4, Inventory Pricing, market value is determined based on the current replacement cost, by purchase or by reproduction, except that it does not exceed the net realizable value and it is not less than net realizable value reduced by an approximate normal profit margin.

     Derivative Financial Instruments.Hedging transactions using derivative financial instruments are primarily designed to mitigate the Company’s exposure to changes in prices for certain of the products which the Company sells and consumes and, to a lesser extent, to mitigate the Company’s exposure to changes in foreign currency exchange rates and energy prices. The Company does not utilize derivative financial instruments for trading or other speculative purposes. The Company’s derivative activities are initiated within guidelines established by management and approved by the Company’s Board of Directors. Hedging transactions are executed centrally on behalf of all of the Company’s business segments to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.

     The Company recognizes all derivative instruments as assets or liabilities in its balance sheet and measures those instruments at fair value by “marking-to-market” all of its hedging positions at each period-end (see Note 12). The Company does not meet the documentation requirements for hedge (deferral) accounting under Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities(“SFAS No. 133”).ASC 815-20-25-3. Changes in the market value of the Company’s open derivative positions resulting from the mark-to-market process are reflected in Cost of products sold, excluding depreciation, amortization and other items.

     Concentration of credit risk.Financial arrangements which potentially subject the Company to concentrations of credit risk consist of metal, currency, natural gas derivative contracts and cash arrangements related to its cash equivalents. If the market value of the Company’s net derivative positions with the counterparty exceeds a specified threshold, if any, the counterparty is required to transfer cash collateral in excess of the threshold to the Company. Conversely, if the market value of the net derivative positions falls below a specified threshold, the Company is required to transfer cash collateral below the threshold to the counterparty. The Company is exposed to credit loss in the event of nonperformance by counterparties on derivative contracts used in hedging activities as well as failure of counterparties to return cash collateral previously transferred to the counterparties. The counterparties to the Company’s derivative contracts are major financial institutions and the Company has not experienced nonperformance by any of its counterparties.

     The Company, in accordance with its loan covenants, places its cash in money market funds with high credit quality financial institutions which invest primarily in commercial paper of prime quality, short term repurchase agreements, and U.S. government agency notes. The Company has not experienced losses on its temporary cash investments.

     Fair Value Measurement.The Company applies the provisions Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS No. 157”)ASC 820 in measuring the fair value of its derivative contracts. See Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for definitions of Level 1, 2 and 3 fair value measurements underwithin the SFAS No. 157 fair value hierarchy. The Company’s derivative contracts are valued at fair value using significant observable and unobservable inputs. Such financial instruments consist of primary aluminum, natural gas, and foreign currency contracts. The fair values of a majority of these derivative contracts are based upon trades in liquid markets, such as aluminum options.markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value.value hierarchy.

     The Company has some derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant other observable inputs (i.e., information concerning regional premiums for swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads.

     The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of JuneSeptember 30, 2009:

     Financial instruments classified as Level 3 in the fair value hierarchy represent derivative contracts in which management has used at least one significant unobservable input in the valuation model. The following table presents a reconciliation of activity for such derivative contracts on a net basis:

     The Company recorded net non-cash LIFO (charges) benefits of approximately $2.1$(6.9) and $13.2$6.3 during the quarter and sixnine months ended JuneSeptember 30, 2009, respectively. The Company recorded net non-cash LIFO charges of approximately $16.2$.7 and $30.6$31.3 during the quarter and sixnine months ended JuneSeptember 30, 2008, respectively. These amounts are primarily a result of changes in metal prices and changes in inventory volumes.

     With the inevitable ebb and flow of business cycles, non-cash LIFO benefits (charges) will result when inventory levels and metal prices fluctuate. Further, lower of cost or market adjustments can occur when metal prices decline and margins compress. At December 31, 2008, due to the decline in the London Metal Exchange (“LME) price of primary aluminum, the Company recorded a $65.5 lower of cost or market inventory write-down to reflect inventory at market value. During the first three months of 2009, the Company recorded an additional lower of cost or market inventory write-down of $9.3 due to the continued decline in the LME price of primary aluminum. There were no additional lower of cost or market inventory write-downs during the quarternine months ended JuneSeptember 30, 2009 or the six months ended June 30, 2008.

     The Company has a 49%, non-controlling ownership interest in Anglesey, which ownsoperated as an aluminum smelter at Holyhead, Wales. Theuntil September 30, 2009 and commenced remelt and casting of secondary aluminum products in the fourth quarter of 2009.

     Prior to the quarter ended September 30, 2009, the Company accountsaccounted for its 49% ownership in Anglesey using the equity method. Themethod, under which the Company’s equity in income or loss before income taxes of Anglesey iswas treated as a reduction or increase in cost of products gross of the Company’s share of United Kingdom corporation tax.sold. The income tax effects of the Company’s equity in income areor loss was included in the Company’s income tax provision.

     The following table shows a summary of Anglesey’s selected operating results for the quarters and sixnine month periods ended JuneSeptember 30, 2009 and 2008:

     At December 31, 2008, receivables from Anglesey were $11.8, all of which were received during the first quarter. No amounts were due from Anglesey at JuneSeptember 30, 2009. At JuneSeptember 30, 2009 and December 31, 2008, payables to Anglesey were $21.1$21.5 and $27.5, respectively.

     Through the quarter ended September 30, 2009, Anglesey operatesoperated under a power agreement that providesprovided sufficient power to sustain its aluminum reduction operations at full capacity throughnear-full capacity. As the Company previously announced, the power agreement expired at the end of September 2009, at which time we expect Anglesey to fully curtail its smelting operations. The nuclear plant that supplies power to Anglesey is currently slated for decommissioning in late 2010. Anglesey has worked intensively with government authorities and agencies2009. Despite Anglesey’s efforts to find a sustainable alternative to theits power supply needs, of the smelter. However, as of the filing date of this Report, no sources have beenof power were identified that wouldto allow for the uninterrupted continuation of smelting operations. Additionally,operations beyond the power contract expiration date. Accordingly, Anglesey continues to evaluate alternative operating activities in line with the needsfully curtailed its smelting operations as of the local community and market opportunities, including the potential continuationSeptember 30, 2009. Upon termination of smelting operations, Anglesey commenced remelt and casting operations. Taking into account (i) Anglesey’s inability to obtain affordable power, (ii)operations in the resulting expected curtailmentfourth quarter of smelting operations, (iii)2009, producing secondary aluminum billet.

     The Company fully impaired its investment in Anglesey in the growing uncertainty with respect to the futurefourth quarter of Anglesey’s operations, and (iv) Anglesey’s expected cash requirements for redundancy and pension payments, the Company concluded2008, concluding that it should not expect to receive any dividends from Anglesey in the foreseeable future and,future. This determination was made taking into account Anglesey’s full curtailment of its smelting operations, which the Company had anticipated as a result,likely possibility, due to its inability to obtain affordable power, the Company fully impairedcash requirements for redundancy and pension payments, and the investment in Anglesey duringuncertainty with respect to the fourth quarterfuture of 2008.its operations. For the quarterfirst half of 2009, based upon the Company’s continued assessment of the facts and six months ended June 30, 2009, the Company continued to believe that it should not expect to receive any dividends from Anglesey in the foreseeable future and, as such, continued to fully impair its investment in Anglesey. For the quarter and six months ended June 30, 2009,circumstances, the Company recorded additional impairment charges of $1.2 and $1.8 respectively, relating to its investment in Anglesey.Anglesey, such that the Company’s investment balance remained at zero.

     OnIn June, 12, 2008, Anglesey suffered a significant failure in the rectifier yard that resulted in a localized fire in one of the power transformers. As a result of the fire, Anglesey operated below its production capacity during the latter half of 2008 until normal production resumed in December 2008 and incurred incremental costs, primarily associated with repair and maintenance costs, as well as loss of margin due to the outage. Anglesey has property damage and business interruption insurance that is expected to recover financial losses (net of applicable deductibles). Anglesey received a partial insurance settlement payment of $20.0 in December 2008 of which $10.0 was recorded as the Company’s equity income. During the first quarter of 2009, Anglesey received another partial insurance settlement of $8.2, 49% of which (or $4.0) was recorded as the Company’s equity income. The Company fully impaired the value of its share of the insurance proceeds received by Anglesey in 2008 and during the first quarter of 2009 as reflected in the Company’s equity income, because the Company does not expect to receive any such proceeds through the distribution of dividends. Anglesey did not receive additionalany insurance settlements during the quarter ended June 30, 2009. Thesecond or third quarters of 2009, and the timing and the total amount of any remaining insurance recovery are uncertain. The valueCompany currently anticipates that it would not receive any portion of any remaining Anglesey insurance recoveries, in the insurance proceeds receivedform of potential dividends by Anglesey, duringrelating to the first quarter of 2009 reflected in the Company’s equity income was fully impaired, as the Company does not expect to receive any such proceeds.fire.

     The Company has conditional asset retirement obligations (“CAROs”) at several of its fabricated products facilities. The vast majority of such CAROs consist of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls, floors, ceilings, or piping) at certain of the older plants if such plants were to undergo major renovation or be demolished. No plans currently exist for any such renovation or demolition of such facilities and the Company’s current assessment is that the most probable scenarios are that no material CARO will be triggered for 20 or more years.

30, 2008, there was a revision to the estimated timing for certain future contingent costs recorded(recorded during the quarter ended June 30, 20082008) that resulted in a $.1 charge to net income in that period. The Company’s results for the quarters ended JuneSeptember 30, 2009 and 2008 each reflect an accretion of the estimated liability of $.1 (recorded in Cost of products sold). In addition, the Company’s results for the sixnine months ended JuneSeptember 30, 2009 and 2008 each reflect an accretion of the estimated liability of $.1$.2 (recorded in Cost of products sold). The estimated fair value of the CAROs at JuneSeptember 30, 2009 was $3.4.

     Anglesey (see Note 3) also recorded CAROs of approximately $24.0 in its financial statements in prior years. The time period over which the fair value of CAROs is estimated under United Kingdom generally accepted accounting principles (“UK GAAP”) treatment applied by Anglesey is different from the time period over which the fair value of CAROs is estimated under the principles of Statement of Accounting Standards No. 143,Accounting for Asset Retirement Obligationsor FASB Interpretation No. 47,Accounting for Conditional Asset Retirement Obligations.ASC 410-20. As such, the resulting accretion expenses are different under UK GAAP and US GAAP. Accordingly,For the first six months of 2009, the Company adjusted its equity in earnings forof Anglesey forto reflect the quartersimpact of applying U.S. GAAP with respect to the Anglesey CAROs by $.6. For the quarter ended JuneSeptember 30, 2009, and 2008 each by $.3, and for the six months ended June 30, 2009 and 2008 by $.6 and $.7, respectively,Company recorded no CARO accretion expense relating to Anglesey, as the result of suspending the equity method of accounting in that quarter (see Note 3). The Company adjusted its equity in earnings of Anglesey to reflect the impact of applying US GAAP with respect to the Anglesey CAROs.CAROs by $.3 for the quarter ended September 30, 2008, and by $1.0 for the nine months ended September 30, 2008.

     For purposes of the Company’s fair value estimates with respect to the CAROs, a credit adjusted risk free rate of 7.5% was used.

     The major classes of property, plant, and equipment are as follows:

respectively, relating to the Company’s operating facilities in its Fabricated Products segment. An immaterial amount of depreciation expense was also recorded in the Company’s Corporate segment for all such periods.

     Trade Receivables.Trade receivables were comprised of the following:

     Secured credit facility and long term debt consisted of the following:

     Tax Provision.Benefit (Provision).The provisionbenefit (provision) for income taxes for the quarters and sixnine month periods ended JuneSeptember 30, 2009 and 2008 consisted of:

     The Company had gross unrecognized tax benefits of $16.7$14.6 and $15.8 at JuneSeptember 30, 2009 and December 31, 2008, respectively. The change during the quarter and sixnine months ended JuneSeptember 30, 2009 was primarily due to currency fluctuations and the assessment bysettlement of a Canada Revenue Agency income tax audit for the tax years 2002 through 2004 income tax audit.2004. The Company recognizes interest and penalties related to these unrecognized tax benefits in the income tax provision. The Company had approximately $8.2$5.7 and $9.4 accrued at JuneSeptember 30, 2009 and December 31, 2008, respectively, for interest and penalties. Of the $9.4 of total interest and penalties at December 31, 2008, $5.2 is included in current liabilities and $4.2 is included in Long-term liabilities in the Consolidated Balance Sheet. Of the $8.2$5.7 of total interest and penalties at JuneSeptember 30, 2009, $3.7$.3 is included in current liabilities and $4.5$5.4 is included in Long-term liabilities in the Consolidated Balance Sheet. During the quarter and sixnine months ended JuneSeptember 30, 2009, the Company reduced its liability for interest and penalties by approximately $2.4$2.5 and $2.0, respectively.$3.7, respectively, predominantly due to the settlement of a Canada Revenue Agency income tax audit for tax years 2002 through 2004. During the sixnine months ended JuneSeptember 30, 2009, the foreign currency impact on gross unrecognized tax benefits, interest and penalties resulted in a $1.1$2.0 currency translation adjustment that was recorded in Accumulated other comprehensive income, of which $.8$1.6 related to gross unrecognized tax benefits and $.3$.4 related to accrued interest and penalties. The Company expects its gross unrecognized tax benefits to be reduced by $2.8$.7 within the next twelve months related toin connection with a Canadian income tax audit.

employment commenced prior to February 2002. The benefits paid by the VEBAs are at the sole discretion of the respective VEBA trustees and are outside the Company’s control. Upon the Company’s emergence from chapter 11 bankruptcy on July 6, 2006, both the Salaried VEBA and the Union VEBA had rights to receive shares of the Company’s newly issued common stock (see Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008). As of June 30, 2009, the Union VEBA and Salaried VEBA own approximately 23.9% and zero percent, respectively, of the Company’s outstanding common stock.

     As of the date of filing of this Report, the Company’s only obligation to the Union VEBA and the Salaried VEBA is an annual variable cash contribution which, with respect to the Union VEBA terminates for periods beginning after December 31, 2012. The amount to be contributed to the VEBAs through 2012 is 10% of the first $20.0 of annual cash flow (as defined; in general terms, the principal elements of cash flow are earnings before interest expense, provision for income taxes, and depreciation and amortization less cash payments for, among other things, interest, income taxes and capital expenditures), plus 20% of annual cash flow, as defined, in excess of

     Components of Net Periodic Benefit Cost and Cash Flow and Charges.The following tables present the components of net periodic benefit cost for the quarters and sixnine month periods ended JuneSeptember 30, 2009 and 2008:

restricted stock units cannot be shorter than two years from the date of grant and the holder of such restricted stock units is not entitled to dividend equivalent payments in the event that the Company declares dividends on shares of its common stock. In June 2009, the Company amended the Equity Incentive Plan to clarify and confirm that directors emeritus are permitted to participate in the Equity Incentive Plan.

     Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants under the Equity Incentive Plan, upon its effectiveness, 2,222,222 common shares were reserved for issuance under the Equity Incentive Plan. At JuneSeptember 30, 2009, 815,357 common shares were available for additional awards under the Equity Incentive Plan.

     Compensation charges, all of which are included in Selling, administrative, research and development and general expenses, related to the Equity Incentive Plan for the quarters and sixnine month periods ended JuneSeptember 30, 2009 and 2008 were as follows: