ALCAN 10-Q/A - Prepared by E-Services - www.edgar2.net

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

Commission file number 1-3677

ALCAN INC.
(Exact name of registrant as specified in its charter)

CANADA

Inapplicable

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

Incorporation or Organization)

1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2
(Address of Principal Executive Offices and Postal Code)

(514) 848-8000
(Registrant's Telephone Number, including Area Code)

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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes  X     No ____

At March 31, 2003, the registrant had 321,642,094 shares of common stock (without nominal or par value) outstanding.



EXPLANATORY NOTE

This Form 10-Q/A amends Item 1, 2 and 6 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 as filed on May 14, 2003. The changes are made principally as a result of the Registrant's recent decision to classify certain non-strategic Packaging segment assets as held for sale and in response to recent rules adopted by the Securities and Exchange Commission regarding non-GAAP financial measures.  This amendment (i) reclassifies certain information in the first quarter of 2003 and prior periods to present operations currently classified as held for sale as discontinued operations on the income statement, as assets held for sale and liabilities of operations held for sale on the balance sheet and as cash flows from (used for) discontinued operations on the statement of cash flows and makes corresponding changes to Management's Discussion and Analysis of Financial Condition and Results of Operations (see note 3 - Discontinued Operations and Assets Held for Sale to the consolidated financial statements); (ii) eliminates the presentation of the non-GAAP measure "Economic Value Added", or EVA, and "effective income tax rate excluding the effects of foreign currency balance sheet translation and Other Specified Items"; and (iii) provides a reconciliation of the non-GAAP financial measure "debt as a percent of invested capital" and includes certain supplemental information concerning such measure.

 

 

 

 

2



PART I - FINANCIAL INFORMATION

In this report, all dollar amounts are stated in U.S. dollars and all quantities in metric tons, or tonnes, unless indicated otherwise.  A tonne is 1,000 kilograms, or 2,204.6 pounds.  The word "Company" refers to Alcan Inc. and, where applicable, one or more consolidated subsidiaries.

Item 1. Financial Statements

ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF INCOME

(unaudited)

Three months ended March 31

(in millions of US$, except per share amounts)

2003      

 

2002       

 

 

 

Sales and operating revenues

3,213      

 

2,888      

         

Costs and expenses

 

 

 

Cost of sales and operating expenses

2,535      

 

2,287      

Depreciation and amortization

224      

 

199      

Selling, administrative and general expenses

163      

 

138      

Research and development expenses

29      

 

28      

Interest (note 12)

48      

 

50      

Restructuring, impairment and other special charges (note 6)

2      

 

14      

Other expenses - net

57      

 

7      

3,058      

 

2,723      

Income  from continuing operations before
    income taxes and other items

155      

 

165      

Income taxes (note 9)

141      

 

79      

Income from continuing operations before other items

14      

 

86      

Equity income

-      

 

1      

Minority interests

(1)     

 

-      

Income from continuing operations

13      

 

87     

Loss from discontinued operations (note 3)

-      

 

(1)     

Net income (Loss)

13      

 

86      

Dividends on preference shares

2      

 

1      

Net income attributable to common shareholders

11      

 

85      

Net income per common share - basic and diluted (note 4)

 

 

      

    Income from continuing operations

0.04      

0.27      

    Loss from discontinued operations

-      

 

(0.01)     

    Net Income (Loss)

0.04      

 

0.26      

Dividends per common share

0.15      

 

0.15      

The accompanying notes are an integral part of the interim financial statements.

3



ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS

(unaudited)

Three months ended March 31 (in millions of US$)

2003             

2002             

 

Retained earnings - beginning of year - as reported

3,503            

4,074            

Accounting change - Impairment of goodwill

 

  as at January 1, 2002 (note 2)

-            

(748)           

As restated

3,503            

3,326            

Net income

13            

86            

Dividends

 

-  Common

(48)           

(48)           

-  Preference

(2)           

(1)           

     

 

Retained earnings - end of period

3,466            

3,363            

The accompanying notes are an integral part of the interim financial statements.

4



ALCAN INC.

INTERIM CONSOLIDATED BALANCE SHEET

(unaudited for 2003)

(in millions of US$)

March 31, 2003    

December 31, 2002    

 

 

ASSETS

 

 

Current assets

 

 

 

 

Cash and time deposits

110               

109               

Trade receivables

 

  (net of allowances of $57 in 2003 and $58 in 2002)

1,398               

1,264               

Other receivables

466               

542               

Inventories

 

     Aluminum operating segments

          Aluminum

946               

905               

          Raw materials

376               

390               

          Other supplies

292               

296               

1,614               

1,591               

     Packaging operating segment

378               

368               

1,992               

1,959               

Current assets held for sale (note 3)

81               

76               

4,047               

3,950               

Deferred charges and other assets

644               

666               

Property, plant and equipment

 

     Cost (excluding Construction work in progress)

17,719               

17,630               

     Construction work in progress

612               

570               

     Accumulated depreciation

(8,329)              

(8,107)              

 

10,002               

10,093               

Intangible assets, net of accumulated amortization of $60
      in 2003 and $53 in 2002

315               

318               

Goodwill

2,304               

2,303               

Long-term assets held for sale (note 3)

205               

208               

Total assets

17,517               

17,538               

The accompanying notes are an integral part of the interim financial statements.

5



ALCAN INC.

INTERIM CONSOLIDATED BALANCE SHEET (cont'd)

(unaudited for 2003)

(in millions of US$)

March 31, 2003     

December 31, 2002    

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities

 

 

 

 

Payables and accrued liabilities

2,315               

2,294               

Short-term borrowings

350               

381               

Debt maturing within one year

334               

295               

Current liabilities of operations held for sale (note 3)

47               

47               

3,046               

3,017               

Debt not maturing within one year

3,104               

3,186               

Deferred credits and other liabilities

1,454               

1,418               

Deferred income taxes

1,146               

1,120               

Long-term liabilities of operations held for sale (note 3)

21               

22               

Minority interests

135               

150               

 

Shareholders' equity

 

 

 

 

Redeemable non-retractable preference shares

160               

160               

Common shareholders' equity

 

     Common shares

4,708               

4,703               

     Retained earnings

3,466               

3,503               

     Deferred translation adjustments

277               

259               

8,451               

8,465               

8,611               

8,625               

Commitments and contingencies (note 11)

 

Total liabilities and shareholders' equity

17,517               

17,538               

The accompanying notes are an integral part of the interim financial statements.

 

6



ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

Three months ended March 31  (in millions of US$)

 

 

2003      

 

2002      

 

 

OPERATING ACTIVITIES

 

 

Income from continuing operations

 

13      

 

87      

Adjustments to determine cash from operating activities:

 

 

     Depreciation and amortization

      

224      

      

199      

     Deferred income taxes

      

25      

      

4      

Change in operating working capital:

 

 

 

     - Change in receivables

      

(41)     

      

13      

     - Change in inventories

      

(20)     

      

33      

     - Change in payables

     

11      

     

(89)     

     - Total change in operating working capital

     

(50)     

     

(43)     

 

 

 

 

 

 

 Change in deferred charges, other assets, deferred credits and
          other liabilities - net

     

73      

      

25      

  Other - net

      

5      

      

(6)     

Cash from operating activities in continuing operations

 

290      

      

266      

Cash from (used for) operating activities in discontinued
operations
(note 3)

 

4      

 

(8)      

Cash from operating activities

      

294      

 

258      

The accompanying notes are an integral part of the interim financial statements.

7



ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd)

(unaudited)

Three months ended March 31 (in millions of US$)

 

 

2003     

 

2002     

 

 

FINANCING ACTIVITIES

 

 

New debt

      

4      

      

131      

Debt repayments

     

(85)     

      

(171)     

     

(81)     

      

(40)     

Short-term borrowings - net

     

(24)     

      

(126)     

Common shares issued

      

5      

      

6      

Dividends

 

 

 

     Alcan shareholders (including preference)

      

(50)     

      

(49)     

     Minority interests

      

(9)     

      

(1)     

Cash used for financing activities in continuing operations

      

(159)     

      

(210)     

Cash used for financing activities
    in discontinued operations
(note 3)

      

(3)      

      

(1)      

Cash used for financing activities

      

(162)      

      

(211)     

INVESTMENT ACTIVITIES

 

 

 

Property, plant and equipment

      

(131)     

      

(105)     

Business acquisitions

      

(5)     

      

-      

 

(136)     

 

(105)     

Net proceeds from disposal of businesses, investments and other
       assets

      

6      

      

36      

Cash used for investment activities in continuing operations

      

(130)     

      

(69)     

Cash used for investment activities
     in discontinued operations
(note 3)

 

(2)      

      

(2)      

Cash used for investment activities

 

(132)      

      

(71)      

Effect of exchange rate changes on cash and time deposits

      

1      

      

1      

Increase (decrease) in cash and time deposits

      

1      

      

(23)     

Cash and time deposits - beginning of period

      

110      

      

119      

Cash and time deposits - end of period in continuing operations

 

110      

 

96      

Cash and time deposits - end of period in discontinued operations

 

1      

 

-      

Cash and time deposits - end of period

      

111      

      

96      

 

The accompanying notes are an integral part of the interim financial statements.

 

8



ALCAN INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

(in millions of US$, except per share amounts)

1.  ACCOUNTING POLICIES

The unaudited interim consolidated financial statements are based upon accounting policies and methods of their application consistent with those used and described in the Company's annual financial statements, except for the recently adopted accounting policies described below.  The interim financial statements do not include all of the financial statement disclosures included in the annual financial statements prepared in accordance with Canadian generally accepted accounting principles (GAAP) and therefore should be read in conjunction with the most recent annual financial statements.

Recently Adopted Accounting Policies

Impairment of Long-lived Assets

On January 1, 2003, the Company prospectively adopted the Canadian Institute of Chartered Accountants (CICA) section 3063, Impairment of Long-lived Assets.  Under this standard, an impairment loss is recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.  No significant impairment losses for long-lived assets were recorded in the first quarter of 2003.

Disposal of Long-lived Assets and Discontinued Operations

On January 1, 2003, the Company elected to early adopt the CICA section 3475, Disposal of Long-lived Assets and Discontinued Operations.  Under this standard, a long-lived asset to be disposed of by sale is measured at the lower of its carrying amount or fair value less cost to sell, and is not amortized while classified as held for sale.  Assets and liabilities classified as held for sale are reported as assets held for sale and liabilities of operations held for sale on the balance sheet.  A long-lived asset to be disposed of other than by sale, such as by abandonment, before the end of its previously estimated useful life, is classified as held for use until it is disposed of and depreciation estimates revised to reflect the use of the asset over its shortened useful life.  Also, the standard requires that the results of operations of a component of an enterprise, that has been disposed of either by sale or abandonment or is classified as held for sale, be reported as discontinued operations if the operations and cash flows of the component have been, or will be, eliminated from the ongoing operations as a result of the disposal transaction and the Company will not have any significant continuing involvement in the operations of the component after the disposal transaction.  A component of an enterprise comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise. Disposal activities relating to long-lived assets initiated by the Company in the second quarter of 2003 are described in note 3 - Discontinued Operations and Assets Held for Sale.

9



1.  ACCOUNTING POLICIES (cont'd)

Guarantees

On January 1, 2003, the Company adopted the CICA accounting guideline AcG-14, disclosure of guarantees,   which  addresses  disclosure  requirements for  a guarantor  that  issues a  guarantee.   See note 10 - Commitments and contingencies.

Recently Issued Accounting Policies

Asset Retirement Obligations

The CICA issued section 3110, Asset Retirement Obligations, which will be effective for the Company's fiscal year beginning on January 1, 2004.  This standard establishes accounting standards for the recognition, measurement and disclosure of liabilities and the associated asset retirement cost for legal obligations associated with the retirement of a tangible long-lived asset. Under this standard, a liability would generally be recognized for such an obligation at its fair value when incurred and a corresponding asset retirement cost would be added to the carrying amount of the related asset.

2.  ACCOUNTING CHANGE

Goodwill and Other Intangible Assets

On January 1, 2002, the Company adopted the CICA standard concerning goodwill and other intangible assets.  Under this standard, goodwill and other intangible assets with an indefinite life are no longer amortized but are carried at the lower of carrying value and fair value.  Goodwill and other intangible assets with an indefinite life are tested for impairment on an annual basis.  An impairment of $748  (including $8 relating to assets held for sale) was identified in the goodwill balance as at January 1, 2002, and was charged to opening retained earnings in 2002 upon adoption of the accounting standard.  Any further impairment arising subsequent to January 1, 2002, will be taken as a charge against income.  As a result of the new standard, the Company no longer amortizes goodwill.

 

 

 

10



3.  DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

 

In the second quarter of 2003, the Company committed to a plan to sell certain non-strategic Packaging operations.  These businesses are classified as held for sale and are included in discontinued operations.  An impairment charge of $113, after tax, was recorded in discontinued operations to reduce the carrying values of these businesses to estimated fair values less costs to sell.  Accepted valuation techniques were used to estimate fair values.  Certain financial information has been reclassified in the prior periods to present these businesses as discontinued operations on the income statement, as assets held for sale and liabilities of operations held for sale on the balance sheet and as cash flows from (used for) discontinued operations on the statement of cash flows.  All of these divestments are expected to be completed within one year.

 

 

First Quarter

 

2003

 

2002

 

Sales

60   

49   

 

Loss from operations

-   

(2)   

 

Income taxes recovered

-   

1    

 

Loss from discontinued operations

-   

(1)  

 

The major classes of Assets held for sale and Liabilities of operations held for sale are as follows:

  

 

March 31, 2003

December 31, 2002

 

Current assets held for sale:

 

  Cash and time deposits

1        

1        

 

  Trade receivables

39        

36        

 

  Other receivables

10        

11        

 

  Inventories

31        

28        

 

81        

76        

 

Long-term assets held for sale:

 

  Deferred charges and other assets

1        

1        

 

  Property, plant and equipment, net

137        

140        

 

  Intangible assets, net

14        

14        

 

  Goodwill, net

53        

53        

 

205        

208        

 

Current liabilities of operations held for sale:

 

  Payables and accrued liabilities

45        

43        

 

  Short-term borrowings

2        

4        

 

47        

47        

 

Long-term liabilities of operations held for sale:

 

  Debt not maturing within one year

1        

1        

 

  Deferred credits and other liabilities

-        

1        

 

  Deferred income taxes

20        

20        

 

21        

22        

11



4.  INCOME FROM CONTINUING OPERATIONS PER COMMON SHARE - BASIC AND DILUTED

Basic and diluted income from continuing operations per common share are based on the weighted average number of shares outstanding during the period.  The treasury stock method for calculating the dilutive impact of stock options is used. The following table outlines the calculation of basic and diluted net income per common share.

      

        Three months ended March 31

 

2003

 

2002

        Numerator for basic and diluted income from
          continuing operations per common share:

 

 

 

        Income  from continuing  operations attributable to
           common shareholders

 

11        

 

86        

        Denominator (number of common shares in millions):

 

 

 

            Denominator for basic income from continuing operations
            per common share - weighted average of outstanding shares

 

322        

      

321        

          Effect of dilutive stock options

 

-        

      

2        

          Denominator for diluted income from continuing operations
               per common share - adjusted weighted average of
               outstanding shares

 

322        

      

323        

          Income from continuing operations per common share -
               basic and diluted

 

0.04       

      

0.27       

In the first quarter, options to purchase 6,231,283 common shares (2002: 353,000) at a weighted average price of CAN$48.79 per share (2002: CAN$64.25) were outstanding during the period but were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average price of the common shares.

As at March 31, 2003, there were 321,642,094 (2002 : 321,104,209) common shares outstanding.

5.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Differences relate principally to accounting for foreign currency translation, derivatives, post-retirement benefits, "available-for-sale" securities, asset retirement obligations and goodwill impairment identified as at January 1, 2002.  Refer to the Company's 2002 Annual Report for an explanation of these differences.

On January 1, 2003, the Company adopted, in certain circumstances, the optional hedge accounting provisions contained in the FASB Statements Nos. 133 and 138, Accounting for Derivative Instruments and Hedging Activities.  If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency denominated forecasted transaction. Under this statement, when the Company elects to apply hedge accounting, it is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge.  Those methods must be consistent with the Company's approach to managing risk.

 

 

12



5.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd)

Recently Adopted Accounting Standards

On January 1, 2003, the Company adopted the FASB Statement No. 143, Accounting for Asset Retirement Obligations. This statement establishes accounting standards for the recognition, measurement and disclosure of liabilities for legal obligations associated with the retirement of a tangible long-lived asset that result from its acquisition, construction, development or normal operation.  Under this standard, a liability is generally recognized for such an obligation at its fair value when incurred and a corresponding asset retirement cost is added to the carrying amount of the related asset.  In subsequent periods, the carrying amount of the liability is adjusted to reflect the passage of time and any changes in the timing or amount of the underlying future cash flows.  The asset retirement cost is amortized to expense over the asset's useful life. 

 

Under the FASB Statement No. 143, the Company recognized, for U.S. GAAP reporting only, additional liabilities, at fair value, of approximately $106 as at January 1, 2003, for existing legal asset retirement obligations.  Such liabilities are adjusted for accretion costs.  The related asset retirement costs are capitalized as increases to the carrying amount of the associated long-lived assets and accumulated depreciation on these capitalized costs recognized.  These liabilities consist primarily of environmental remediation costs, resulting from normal operations, associated with certain bauxite residue disposal sites at its alumina refineries and the disposal of certain of its spent potlining associated with smelter facilities.

 

As a result of the new standard, as at January 1, 2003, Property, plant and equipment - cost has been increased by $140, Property, plant and equipment - accumulated depreciation has been increased by $90, Deferred credits and other liabilities have been increased by $106, Deferred income taxes have been reduced by $17 and an after-tax charge of $39 recorded in Net income for the cumulative effect of accounting change.  The cumulative effect of accounting change related primarily to costs for spent potlining disposal for pots currently in operation.  Net income for the year ended December 31, 2002 would not have been materially different if this standard had been adopted effective January 1, 2002.  For the three months ended March 31, 2003, net income was reduced by $10 due to the adoption of the standard, resulting principally from higher balance sheet translation exchange losses of $8 relating to Deferred credits and other liabilities.

The following is a reconciliation of the aggregate carrying amount of liabilities for asset retirement obligations and the pro forma impact for the year ended December 31, 2002, as if the standard had been adopted effective January 1, 2002.

 

 

(pro forma)

 

For the period ended

March 31, 2003

December 31, 2002

 

Balance - beginning of period

389         

363          

 

Liabilities incurred

3         

12          

 

Liabilities settled

(4)        

(12)         

 

Accretion expense

5         

17          

 

Exchange

27         

9          

 

Balance - end of period

420         

389          

On January 1, 2003, the Company prospectively adopted the FASB Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  This standard requires that a liability associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of the Company's commitment to an exit plan.

13



5.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd)

      Recently Adopted Accounting Standards (cont'd)

      On January 1, 2003, the Company adopted the recognition and measurement provisions of the FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.  The provisions are applied on a prospective basis to guarantees issued or modified after December 31, 2002.  There were no significant guarantees issued or modified after December 31, 2002.

Recently Issued Accounting Standards

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, which applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which the Company holds a variable interest that it acquired before February 1, 2003.  This Interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved.  An entity that holds a significant variable interest but is not the primary beneficiary is subject to specific disclosure requirements.  The Company is studying this Interpretation and has not yet determined its impact.

Reconciliation of Canadian and U.S. GAAP

Three months ended March 31

(in millions of US$, except per share amounts)

 

2003

2002

Income from continuing operations - as reported

 

13        

 

87        

Difference due to:

 

 

 

 - Valuation of derivatives

 

16        

 

99        

 - Asset retirement obligations

 

(11)       

 

-        

 - Deferred tax effect on the above

 

(4)       

 

(32)       

Income from continuing operations before

 

 

 

  Cumulative effect of accounting changes - U.S. GAAP

 

14        

 

154        

Loss from discontinued operations

 

-        

 

(1)       

Cumulative effect of accounting changes - net of taxes

 

 

 

 - Impairment of goodwill

 

-        

 

(748)       

 - Asset retirement obligations

 

(39)       

 

-        

Loss - U.S. GAAP

 

(25)       

 

(595)       

Dividends on preference shares

 

2        

 

1        

Loss attributable to common shareholders - U.S. GAAP

 

(27)       

 

(596)       

 Loss per common share - basic and diluted  - U.S. GAAP

 

 

 

    Income from continuing operations

 

0.04       

 

0.48        

    Loss from discontinued operations

 

-       

 

(0.01)       

    Cumulative effect of accounting changes

 

(0.12)      

 

(2.33)       

    Loss per common share - basic and diluted - U.S. GAAP

 

(0.08)      

 

(1.86)       

 

 

14



5.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd)

Reconciliation of Canadian and U.S. GAAP (cont'd)

March 31, 2003

December 31, 2002

As reported

U.S. GAAP

As reported

U.S. GAAP

 

 

Other receivables

466      

475      

542      

542      

Inventories

1,992      

1,997      

1,959      

1,955      

Deferred charges and other assets

644      

649      

666      

663      

Property, plant and equipment

 

 

- Cost (excluding Construction work in progress)

17,719      

17,859      

17,630      

17,630      

- Accumulated depreciation

(8,329)     

(8,420)     

(8,107)     

(8,107)     

Intangible assets, net of accumulated amortization

315      

458      

318      

461      

Payables and accrued liabilities

2,315      

2,316      

2,294      

2,311      

Deferred credits and other liabilities

1,454      

2,187      

1,418      

2,028      

Deferred income taxes

1,146      

981      

1,120      

963      

Retained earnings

3,466      

3,462      

3,503      

3,537      

Deferred translation adjustments

277      

223      

259      

205      

 

First Quarter

Comprehensive income (loss)

 

2003

2002

Loss

 

(25)       

(595)       

Net change in deferred translation adjustments

 

18        

8        

Net change in excess of market value over book value of   "available-for-sale" securities

 

2        

4        

Valuation of derivatives

 

13        

-        

Comprehensive income (loss)

 

8        

(583)       

 

 

 

 

 

March 31,

December 31,

Accumulated other comprehensive loss

 

2003

2002

Deferred translation adjustments

223       

205        

Minimum pension liability

(320)      

(320)       

Unrealized gain on "available-for-sale" securities

8       

6        

Valuation of derivatives

 

13       

-        

Accumulated other comprehensive loss

(76)      

(109)       

 

15



6.  RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES

In 2001, the Company implemented a restructuring program aimed at safeguarding its competitiveness, resulting in a series of plant sales, closures and divestments throughout the organization.

Restructuring and asset impairment charges

A schedule is provided below showing details of the provision balances and related cash payments for the restructuring and asset impairment charges relating to the 2001 restructuring program:

 

2001

Severance
costs

Asset Impairment
 provisions

Other

Total

Charges

111    

268        

29     

408     

Cash payments - net

(7)   

-        

(7)    

(14)    

Non-cash charges

-    

(268)       

-     

(268)    

Provision balance as at December 31

104    

-        

22     

126     

2002

Charges

36    

26        

27     

89     

Cash payments - net

(63)   

-        

-      

(63)    

Non-cash charges

(6)   

(26)       

(7)    

(39)    

Provision balance as at December 31

71    

-        

42     

113     

2003

Charges

-    

1       

1     

2     

Cash payments - net

(15)   

-       

(15)    

(30)    

Non-cash charges

-    

(1)      

-     

(1)    

Provision balance as at March 31

56    

-       

28     

84     

In the first quarter of 2003, the Company recorded charges of $1 pre-tax for asset write-downs (Engineered Products) and $1 pre-tax for other costs (Packaging).

In 2002, the Company recorded charges of $89 pre-tax related to the restructuring program, which consisted of severance costs of $36 related to workforce reductions of approximately 950 employees (Q1; nil, Q2; 295 employees, Q3; 315 employees, Q4; 340 employees), impairment of long-lived assets of $26 and other exit costs related to the shutdown of facilities of $27.  Severance charges of $36 (Q1; nil, Q2; 14, Q3; 6, Q4; 16) related primarily to the closure of the Burntisland facility, U.K. (Bauxite, Alumina and Specialty Chemicals), certain cable operations in North America (Engineered Products) and extrusion operations in Malaysia and light-gauge operations in Fairmont, West Virginia (Rolled Products Americas and Asia).  Asset impairment charges of $26 (Q1; 9, Q2; nil, Q3; 13, Q4; 4) related primarily to the extrusion operations in Pieve, Italy (Engineered Products) and the Borgofranco plant in Italy (Rolled Products Europe).  Other exit costs of $27 (Q1; 5, Q2; (3), Q3; (4), Q4; 29) consisted principally of closure costs of $19 for the Burntisland facility, U.K., a loss of $5 on the sale of the extrusion operations in Thailand that arose from the realization of deferred translation losses (Rolled Products Americas and Asia), a loss of $4 on the sale of the rolled products circles production unit at Pieve, Italy (Rolled Products Europe), other costs of $3 and was offset in part by income of $4 from the write-back of excess contract loss provisions upon settlement with a customer (Engineered Products).

 

16



6.  RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES (cont'd)

In 2001, Restructuring, impairment and other special charges of $654 pre-tax were recorded, which included restructuring and asset impairment charges of $408 and other special charges of $246.  The charges of $408 included severance costs of $111, which related to workforce reductions of approximately 2,190 employees, impairment of long-lived assets of $268 and other exit costs related to the shutdown facilities of $29.  Other special charges of $246 related to environmental provisions for treatment costs of $150 for stored spent potlining in Canada as well as remediation costs of $96 for bauxite residue disposal sites in Canada and the U.K.

Workforce reductions relating to the 2001 restructuring program and subsequent terminations are as follows:

First Quarter

2001

2002

2003

Total

Bauxite, Alumina and Specialty Chemicals

-  

380  

-      

380   

Primary Metal

500  

-  

-      

500   

Rolled Products Americas and Asia

200  

250  

-      

450   

Rolled Products Europe

400  

-  

-      

400   

Engineered Products

-  

200  

-      

200   

Packaging

790  

120  

-      

910   

Other

300  

-  

-      

300   

Planned workforce reductions

2,190  

950  

-      

3,140   

Terminations in period

390  

2,490  

135      

3,015   

Total remaining employees

  

125   

In the context of the Company's objective of value maximization, a detailed business portfolio review was undertaken in 2001 to identify high cost operations, excess capacity and non-core products.  Impairment charges arose as a result of negative projected cash flows and recurring losses, and related principally to buildings, machinery and equipment and some previously capitalized project costs.

17



6.  RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES (cont'd)

Asset Impairment Provisions

Assets Held and Used (1)

Assets Held for Disposal (2)

2001

2002

Q1-2003

Total

2001

2002

Q1-2003

Total

Bauxite, Alumina and

  Specialty Chemicals (3)

45   

-   

-    

45   

-   

-    

-    

-   

Primary Metal (4)

22   

-   

-    

22   

-   

-    

-    

-   

Rolled Products

  Americas and Asia (7)

14   

3   

-    

17   

8   

-    

-    

8   

Rolled Products

  Europe (5) (8)

79   

-   

-    

79   

22   

9    

-    

31   

Engineered Products

3   

13   

1    

17   

-   

-    

-    

-   

Packaging (6) (9)

42   

1   

-    

43   

12   

-    

-    

12   

Other

21   

-   

-    

21   

-   

-    

-    

-   

Total

226   

17   

1    

244   

42   

9    

-    

51   

(1)  An impairment provision was recorded to the extent that the net book value exceeded the fair value.

(2)  An impairment provision was recorded to the extent that the net book value exceeded the fair value less selling costs.

Assets Held and Used

(3)  Charges principally relate to the specialty chemicals plant at Burntisland, U.K.

(4)  Charges principally relate to the engineered cast products plant in Quebec, Canada.

(5)  Charges principally relate to the cold mill at the Rogerstone plant in the U.K.

(6)  Charges principally relate to the foil facilities at Glasgow, U.K.

Assets Held for Disposal

(7)  Charges principally relate to the extrusion operations in Malaysia and Thailand.

(8)  Charges principally relate to certain rolled products and recycling operations at the Pieve and Borgofranco plants in Italy.

(9)  Charges principally relate to the Pharmatech rubber stopper and aluminum seals operations in the U.S.

Assets Held for Disposal

Rolled Products

Rolled Products

Americas & Asia

Europe

Packaging

Total

Sales & Operating Revenues

  First Quarter 2002

10    

26    

30     

66   

  First Quarter 2003

3    

20    

-     

23   

Net Operating Losses

  First Quarter 2002

-    

-    

(1)    

(1)  

  First Quarter 2003

-    

-    

-     

-   

Assets

  December 31, 2002

10    

5    

-     

15   

  March 31, 2003

9    

4    

-     

13   

Liabilities

  December 31, 2002

5    

35    

-     

40   

  March 31, 2003

5    

19    

-     

24   

18



6.  RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES (cont'd)

 

In 2002, the Company completed the sale of certain glass packaging operations located in Park Hills, Missouri, and Mays Landing, Williamstown and Millville, New Jersey for proceeds of $15 equal to book value.  As well, the company sold its rolled product circles production unit at its Pieve plant in Italy for proceeds of $14 and its two Pharmatech rubber stopper and aluminum seals operations located in Salisbury, Maryland, U.S. for proceeds of $9 equal to book value.

 

The restructuring program was completed in 2002, with the exception of the closure of facilities at Glasgow, U.K., which is expected to be completed in mid-2003, the shut-down of one of the two cold mills at the Fairmont, West Virginia plant in the second half of 2003, and the sales of the extrusion operations in Malaysia and the recycling operations at the Borgofranco plant in Italy, which are planned to be completed in 2003, as scheduled per the Company's plans.  The closure plans include the orderly shutdown of facilities after existing customer requirements have been satisfied and in some situations, the transfer of production operations to other facilities.  The provision balance of $84 at March 31, 2003 is expected to be largely paid out in 2003.

 

7.  INTERIM INFORMATION BY OPERATING SEGMENT

 

The following presents selected information by operating segment, viewed on a stand-alone basis.  The operating management structure is comprised of six operating segments; Bauxite, Alumina and Specialty Chemicals; Primary Metal; Rolled Products Americas and Asia; Rolled Products Europe; Engineered Products; and Packaging.  Transactions between operating segments are conducted on an arm's-length basis and reflect market prices.  Thus, earnings from the Primary Metal group represent mainly profit on metal produced by the Company, whether sold to third parties or used in the Company's Rolled Products, Engineered Products and Packaging groups.  Earnings from the Rolled Products, Engineered Products and Packaging groups represent only the fabricating profit on their respective products.  The accounting principles used to prepare the information by operating segment are the same as those used to prepare the consolidated financial statements of the Company except that the pension costs for the operating segments are based on the normal current service cost with all actuarial gains, losses and other adjustments being included in Intersegment and other.  Some corporate office and certain other costs have been allocated to the respective operating segments. The operating segments are described below.

 

Bauxite, Alumina and Specialty Chemicals

 

Headquartered in Montreal, Canada comprising the Company's worldwide activities related to bauxite mining, alumina refining and the production of specialty chemicals. The Bauxite, Alumina and Specialty Chemicals Business Group operates and/or owns seven bauxite mines and deposits in five countries and five alumina plants in three countries.

 

Primary Metal

 

Also headquartered in Montreal, comprising smelting operations, power generation and production of primary value-added ingot in the form of sheet ingot, extrusion billet, rod and foundry ingot, as well as engineering services and trading operations for alumina and aluminum, operating or having interests in 16 smelters in seven countries.

19



7.  INTERIM INFORMATION BY OPERATING SEGMENT (cont'd)

Rolled Products Americas and Asia

Headquartered in Cleveland, U.S.A. encompassing aluminum sheet and light gauge products, operating 16 plants in six countries.

Rolled Products Europe

Headquartered in Zurich, Switzerland comprising aluminum sheet, including automotive, can and lithographic sheet, plate and foil stock operating 11 plants in four countries.

Engineered Products

Headquartered in Neuhausen, Switzerland producing fabricated aluminum products, including wire and cable, components for the mass transportation, automotive, building, display, electromechanical and other industrial markets, as well as sales and service centres throughout Europe, operating 47 plants in 17 countries.

Packaging

Headquartered in Zurich, consisting of the Company's worldwide food flexible, foil, specialty, pharmaceutical and cosmetics packaging businesses, operating 76 plants in 14 countries.  Seven of these plants have been excluded from the operating segment information as they have been reclassified to discontinued operations and assets held for sale.

Intersegment and other

This classification includes the deferral or realization of profits on intersegment sales of aluminum and alumina as well as other non-operating items.

 

 

 

 

 

20



7.  INTERIM INFORMATION BY OPERATING SEGMENT (cont'd)

Period ended March 31

Sales and operating revenues - intersegment

First Quarter

 

2003

2002

Bauxite, Alumina and Specialty Chemicals

201 

187 

Primary Metal

605 

540 

Rolled Products Americas and Asia

19 

48 

Rolled Products Europe

123 

70 

Engineered Products

Packaging

Intersegment and other

(955)

(856)

Sales and operating revenues - third parties

First Quarter

 

2003

2002

Bauxite, Alumina and Specialty Chemicals

120 

101 

Primary Metal

586 

561 

Rolled Products Americas and Asia

843 

782 

Rolled Products Europe

509 

411 

Engineered Products

453 

398 

Packaging

692 

625 

Other

10 

10 

 

3,213 

2,888 

EBITDA

First Quarter

 

2003

2002

Bauxite, Alumina and Specialty Chemicals

54 

64 

Primary Metal

214 

214 

Rolled Products Americas and Asia

80 

92 

Rolled Products Europe

47 

30 

Engineering Products

23 

27 

Packaging

86 

72 

EBITDA from operating segments

504 

499 

Depreciation and amortization

(224)

(199)

Restructuring, impairment and

  other special charges

(2)

(14)

Intersegment, corporate offices and other

(75)

(70)

Interest

(48)

(50)

Income taxes

(141)

(79)

Minority interests

(1)

Income from continuing operations

13 

87 

 

21



8.  STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION

The Company does not recognize compensation expense in earnings for options granted under the share option plan for employees as stock options are granted at an exercise price equal to the market price of the underlying stock on the grant date.  For pro forma income purposes, the fair value of options granted is being amortized over their respective vesting periods.  Pro forma net income and net income per common share - basic and diluted, as if the Company had elected to recognize compensation expense using the fair value method for all stock options is presented below:

Three months ended March 31

2003       

2002       

Net income as reported

13       

86       

Compensation expense if the fair value method was used

2       

6       

Pro forma net income

11       

80       

Net income per common share - basic and diluted - as reported

0.04       

0.26       

Pro forma net income per common share - basic and diluted

0.03       

0.23       

The compensation cost for stock-based employee compensation awards that can be settled in cash, which is based on the change in the share price during the period, is recognized in income.  For the first quarter of 2003 total compensation cost for such awards was $2 (2002: $3).

 

9.  INCOME TAXES

First Quarter

2003

2002

 

Current

116 

75 

 

Deferred

25 

 

141 

79 

 

The composite of the applicable statutory corporate income tax rates in Canada is 39.1% (39.4% for 2002). In 2003, the difference between income taxes calculated at the Canadian composite rate and the amounts reported is primarily attributable to exchange.  In 2002, the difference is primarily attributable to exchange and the impact of potential future tax benefits that were not recognized since their realization is not likely.

 

10.  SUPPLEMENTARY INFORMATION

Statement of Cash Flows

First Quarter

 

2003

2002

 

Interest paid

57 

57 

 

Income taxes paid (recovered)

33 

(48)

 

                                                                                                                                            

 

22



 

 

11. COMMITMENTS AND CONTINGENCIES

In 1997, as part of the claim settlement arrangements related to the British Columbia Government's cancellation of the Kemano Completion Project, the Company obtained the right to transfer a portion of a power supply contract with BC Hydro to a third party.  The Company sold the right to supply this portion to Enron Power Marketing Inc. (EPMI), a subsidiary of Enron Corporation (Enron) for cash consideration.  In order to obtain the consent of BC Hydro to this sale, the Company was required to retain residual liability for EPMI's obligation arising from the supply contract, including in the event that EPMI became unable to perform.  This contingent liability is subject to a maximum aggregate amount of $100, with mitigation and subrogation rights.  On December 2, 2001, EPMI and Enron filed for protection under Chapter 11 of the U.S. Bankruptcy Code.  Powerex, the BC Hydro affiliate which now holds the rights to the power supply contract, maintains that it has terminated the power supply contract and as a result filed a claim for $100 against Enron on March 15, 2002 as a necessary step prior to making the same claim against the Company.  Enron did not respond to that claim and the Company received, on March 22, 2002, a demand for payment in the amount of $100 from Powerex. On January 17, 2003, the Company received a decision following arbitration hearings held in December 2002, on a contractual dispute between Powerex and Alcan.  The arbitrator confirmed Powerex's claim for $100.  A standstill agreement, which had been in effect, has now expired.  The parties remain in discussions while taking steps to preserve their respective rights.  To this end, Alcan is pursuing an application before the courts of the State of Oregon for the judicial review of the arbitrator's decision.  Alcan has been advised that Powerex cannot enforce the arbitrator's decision while this application is pending. The judicial review is not expected to take place before August 2003. A provision of $100 pre tax was recorded in the fourth quarter of 2002.

The Company has guaranteed the repayment of approximately $6 of indebtedness by third parties. Alcan believes that none of these guarantees is likely to be invoked.  These guarantees are primarily for employee housing loans and potential environmental remediation at former Alcan sites.

Alcan, in the course of its operations, is subject to environmental and other claims, lawsuits and contingencies.  The Company has environmental contingencies relating to approximately 29 existing and former Alcan sites and third-party sites.  Accruals have been made in specific instances where it is probable that liabilities will be incurred and where such liabilities can be reasonably estimated.

Although it is possible that liabilities may arise in other instances for which no accruals have been made, the Company does not believe that such an outcome will significantly impair its operations or have a material adverse effect on its financial position.

12. CAPITALIZATION OF INTEREST COSTS

 

Total interest costs in the first quarter were $49 (2002: $50) of which $1 (2002: nil) was capitalized.

13. PROPOSED ACQUISITIONS

 

      Agreements to acquire Baltek Corporation

On March 5, 2003, the Company announced that it has entered into agreements to acquire Baltek Corporation (Baltek) for approximately $35.  Under the agreements, the Company will acquire Baltek on the basis of $15.17 per share.  This reflects a premium of approximately 77% based on the 20-day average trading price to March 5, 2003. With corporate head offices in New Jersey, Baltek, the world leader in balsa-based composite materials, has production and sales facilities around the world. Baltek has operated balsa plantations in Ecuador, one of the world's largest sources of balsa wood, for nearly 60 years.

The transaction, which is subject to approval by Baltek's shareholders, has received the approval of Baltek's board of directors and the support of its major shareholders.  Completion is subject to other usual conditions for a transaction of this nature, although no clearances from anti-trust or competition authorities are required.  Alcan expects the transaction to be completed in the second quarter of 2003.

 

23



Acquisition of VAW Packaging

On April 30, 2003 the Company completed the purchase of VAW Packaging group of businesses (FlexPac) from Norsk Hydro for approximately €345 million.  FlexPac includes 14 plants in 8 countries and has 5,400 employees.  FlexPac comprises a set of custom manufacturing businesses producing high-quality flexible packaging products for a wide variety of end-use customers and manufacturers' of consumer goods, including those in the food, dairy and pharmaceutical industries. The purchase price is subject to post-closing adjustments.

In the opinion of management, all adjustments necessary for a fair presentation of interim period results have been included in the financial statements.  These interim results are not necessarily indicative of results for the full year.

 

 

24



PART I - FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

Note Regarding Presentation of Financial Information

During the second quarter of 2003, the Company's continuing Value Based Management led to a decision to sell non-strategic Packaging operations to release cash for higher value-adding opportunities. Even though these operations are not major business units within the Packaging group, the businesses are classified as held for sale and are included in discontinued operations because the operations and cash flows will be eliminated as a result of the disposal and the Company will not have any significant continuing involvement in the operations after the disposal. 

New accounting standards require that the operating results and any impairment charge be disclosed separately as discontinued operations.  Certain financial information has been reclassified in the first quarter of 2003 and prior periods to present these businesses as discontinued operations on the income statement, as assets held for sale and liabilities of operations held for sale on the balance sheet and as cash flows from (used for) discontinued operations on the statement of cash flows. The financial information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations has been revised from the information initially presented in our Form 10Q to reflect the reclassification.  For further details, see note 3 to the financial statements - Discontinued Operations and Assets Held for Sale.

The Company reported first quarter net income of US$0.04 per share compared to US$0.26 per share a year earlier and US$0.08 per share in the fourth quarter of 2002.

The results for the first quarter of 2003 included a non-cash, after-tax charge of US$96 million (US$0.30 per share) for the effects of foreign currency balance sheet translation in addition to Other Specified Items, after-tax, of US$13 million (US$0.04 per share) that comprised mainly tax adjustments relating to prior years.  Foreign currency balance sheet translation effects and Other Specified Items, after-tax, reduced earnings by US$21 million (US$0.07 per share) in the first quarter a year ago, and by US$98 million (US$0.30 per share) in the fourth quarter of 2002.

Certain terms used in this section are defined under "Definitions" below.

Consolidated Review

 

FIRST
QUARTER

FOURTH
QUARTER

(US$ millions, unless otherwise noted)

2003   

2002   

2002   

 

Sales & operating revenues

          3,213

         2,888

          3,123

Shipments (thousands of tonnes)

 

            Ingot products1

             338

             315

              396

            Rolled products

             511

             497

              503

            Conversion of customer-owned metal

             105

               75

              119

            Aluminum used in engineered products & packaging

             147

             126

              141

Total aluminum volume

          1,101

         1,013

          1,159

Ingot product realizations (US$ per tonne)

          1,578

         1,497

          1,498

Average London Metal Exchange 3-month price
(US$ per tonne)

          1,392

         1,395

          1,359

Included in Income from continuing operations are:

 

Foreign currency balance sheet translation

             (96)

            (14)

             (12)

Other Specified Items

             (13)

               (7)

             (86)

Income from continuing operations

               13

               87

                25

Discontinued operations

                   -

               (1)

                  1

Net income

               13

               86

                26

1 includes primary and secondary ingot and scrap, as well as shipments resulting from trading activities

Year-over-year, sales and operating revenues for the quarter improved by 11% as a result of increased aluminum shipments and other fabricated product volumes, better ingot product realizations, the stronger Euro and a higher-value product mix, despite pricing pressure in Engineered Products and Packaging.  Higher LME prices and market premiums, the stronger Euro and improved Engineered Products and Packaging volumes strengthened results compared to the fourth quarter, despite lower aluminum shipments.

Total aluminum volume of 1,101 thousand tonnes (kt) was 9% higher than a year earlier, but 5% lower than the preceding quarter.  The year-over-year increase reflects the recently acquired interest in the Alouette smelter in Quebec; production restarts in Kitimat, British Columbia and in Brazil, and improved rolled product shipments in Europe and South America.  Compared to the previous quarter, volume decreased as a result of seasonally lower smelter production and decreased rolled product shipments in North and South America.

25

 



Ingot product realizations of US$1,578 per tonne increased by US$81 per tonne from the year-ago quarter, despite a slight decrease in the London Metal Exchange (LME) price, mainly reflecting higher market premiums.  Compared to the previous quarter, realizations improved by US$80 per tonne in line with LME prices and the increase in market premiums.

For the quarter, Income from continuing operations of US$13 million compared to US$87 million in the year-ago quarter and US$25 million in the previous quarter.  The differences were largely due to the unfavourable effects of foreign currency balance sheet translation compared to both prior periods, partially offset by a decrease in Other Specified Items relative to the fourth quarter of 2002.  Results compared to the year-ago quarter were positively influenced by the benefits from the Company's restructuring and merger-related synergies programs, higher overall volumes and better product mix offset by rising fuel and recycled metal costs, as well as higher depreciation expense.  On a quarter-over-quarter basis, the benefits from increased sales were offset by higher fuel, recycled metal and pension expenses.

Segment Review

Earnings before interest, taxes, depreciation and amortization (EBITDA) is a financial measure used by management for measuring the performance of the operating segments.  The total EBITDA from operating segments is reconciled to net income. Reconciling items include depreciation and amortization; restructuring, impairment and other special charges; intersegment, corporate offices and other items; interest; income taxes; and minority interests.  These reconciling items, except for depreciation and amortization, are not under the control of the operating segments but are managed by the Company's corporate head office, which focuses on strategy development and oversees governance, policy, legal, compliance, human resources and finance matters. Significant changes in these items are explained below under Reconciliation to Net Income.

 

FIRST
QUARTER

FOURTH
QUARTER

(US$ millions)

2003   

2002   

2002   

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

 

 

            Bauxite, Alumina and Specialty Chemicals

            54   

          64   

             44   

            Primary Metal

          214   

        214   

           201   

            Rolled Products, Americas and Asia

            80   

          92   

             95   

            Rolled Products, Europe

            47   

          30   

             30   

            Engineered Products

            23   

          27   

             19   

            Packaging

            86   

          72   

             83   

EBITDA from operating segments (sub-total)

           504   

        499   

           472   

            Depreciation & amortization

       (224)  

       (199)  

          (217)  

            Restructuring, impairment and other special charges

            (2)  

         (14)  

            (43)  

            Intersegment, corporate offices and other

         (75)  

         (70)  

          (102)  

            Interest

         (48)  

        (50)  

            (51)  

            Income taxes

       (141)  

        (79)  

            (30)  

            Minority interests

            (1)  

            -     

               (4)  

Income from continuing operations

             13   

          87   

             25   

Discontinued operations

               -   

          (1)  

               1   

Net income

            13   

          86   

             26 

 

Segments

First quarter EBITDA of US$54 million for Bauxite, Alumina and Specialty Chemicals were 16% lower than in the previous year.  Benefits from cost initiatives, higher alumina realizations and favourable caustic soda prices were more than offset by increased foreign currency balance sheet translation losses and higher energy costs.  Compared to the preceding quarter, EBITDA increased by 23% mainly due to higher alumina selling prices which lag the LME price by one quarter, partially offset by higher foreign currency balance sheet translation losses resulting from the quarter-to-quarter strengthening in the Canadian and Australian dollars.

For Primary Metal, EBITDA of US$214 million for the first quarter was unchanged from the year-ago quarter and 6% higher than the preceding quarter.  The results relative to both comparable periods were favourably affected by the benefits from merger synergies, restructuring programs and other profit improvement initiatives and improved ingot product realizations; offset by significantly higher foreign currency balance sheet translation charges and cost increases related to currency, fuel and pensions. Compared to the year-ago quarter, earnings also reflected higher sales volumes from the acquisition of a 40% interest in the Alouette smelter in Quebec and production restarts, as well as increased power sales.  Losses on foreign currency balance sheet translation and the currency-related increase in operating costs resulted primarily from the strengthening of the Canadian dollar during the quarter.

 

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EBITDA for Rolled Products Americas and Asia, at US$80 million, was 13% lower than in the previous year.  Favourable volumes were more than offset by the unfavourable impact of metal price movements, recycled metal costs, and a stronger Korean won.  Compared to the preceding quarter, EBITDA decreased by 16%, despite cost improvements, due to the impact of higher energy costs, unfavourable metal price lags, lower volumes and recycled metal spreads.

Driven by an 11% increase in shipments as well as the streamlining of operations, Rolled Products Europe EBITDA, at US$47 million for the first quarter, improved substantially from the US$30 million in the previous year.  Results also increased by US$17 million from the previous quarter due to seasonally higher volumes. Earnings relative to both prior periods benefited from a stronger Euro and continued cost improvements.

EBITDA for Engineered Products, at US$23 million, was lower by 15% compared to the same quarter in 2002.  Despite solid improvements in extrusion and composite volumes and a stronger Euro, EBITDA for the North American Cable business was US$9 million lower due to weak energy cable and building wire markets.  EBITDA was 21% higher than the previous quarter due to better volumes, mainly in extrusion and composite markets, and the stronger Euro; partly offset by price erosion in North American energy cable and building wire markets.

Packaging Group EBITDA, at US$86 million, increased by US$14 million compared to the same quarter in 2002 and was US$3 million higher than the previous quarter.  The improvement over both periods was driven by cost saving initiatives, and the positive impact of a stronger Euro which lead to higher revenues.

Reconciliation to Net Income

Depreciation and amortization of US$224 million was 13% higher than the year-ago quarter, largely due to the acquisition of Alouette, and 3% higher than the previous quarter. 

"Intersegment, corporate offices and other" includes the elimination of profits on intersegment sales of aluminum as well as other non-operating items.  Rising LME prices and seasonally higher inventories resulted in an unfavourable impact from such profit eliminations.  Corporate office expenses decreased relative to both prior periods due to lower consulting fees, despite increases in pension costs.  The fourth quarter of 2002 included a provision of US$100 million for the previously announced ruling on a contract dispute with Powerex partially offset by a gain on the sale of more than half of the Company's portfolio investment in Nippon Light Metal Company, Ltd.

The Company's effective tax rate was 91% in the quarter, reflecting mostly the effects of foreign currency balance sheet translation and Other Specified Items.

Liquidity and Capital Resources

Operating Activities

Cash generated from operating activities during the first three months of 2003 increased to US$294 million as a result of improved earnings, excluding foreign currency balance sheet translation and Other Specified Items compared to US$258 million in the comparable period of 2002.

Financing Activities

Cash used for financing activities in the first three months of 2003 was US$162 million compared to US$211 million in the same period in 2002.  Debt as a percent of invested capital at March 31, 2003 declined to 30%, compared to 31% at the end of the fourth quarter of 2002 and 32% for the year-ago quarter, resulting from continued financial discipline that was reflected in strong free cash flows.

Debt as a percent of invested capital does not have a uniform definition.  Because other issuers may calculate debt as a percent of invested capital differently, our calculation may not be comparable to other issuers' calculations.  The reconciliations of borrowings, equity and total invested capital in the table below are presented to explain our calculation.  The figure is calculated by dividing borrowings into total invested capital.  Total invested capital is equal to the sum of borrowings and equity.  Borrowings is the sum of the amounts for short-term borrowings, debt maturing within one year, debt not maturing within one year and debt of operations held for sale.  Equity is the sum of the amounts for common shareholders' equity, redeemable non-retractable preference shares and minority interests. Minority interests, which represent the equity in the Company's consolidated subsidiaries that is owned by third parties, are included in equity as the Company believes that, for purposes of calculating debt as a percent of invested capital, minority interests have characteristics that are more similar to equity than to debt.  Minority interests do not have characteristics such as fixed payment terms or interest terms that are associated with debt.  The full amount of debt of consolidated subsidiaries is included in borrowings and accordingly, equity, for purposes of calculating debt as a percent of invested capital, includes both the Company's equity in consolidated subsidiaries and the minority interest shareholders' equity in the Company's consolidated subsidiaries.  The Company believes that debt as a percent of invested capital can be a useful supplemental measure of the Company's financial leverage because it indicates the extent to which it is financed by debtholders.  The measure is widely used to assess the relative amounts of capital put at risk by debtholders and equity investors.

 

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March 31,

December 31,

(US$ millions unless otherwise noted)

2003

2002

2002

Debt

 

       Short-term borrowings

             350

             408

             381

       Debt maturing within one year

             334

             516

             295

       Debt not maturing within one year

         3,104

          3,005

          3,186

       Debt of operations held for sale

              3

                  2

                  5

Debt

         3,791

          3,931

          3,867

Equity

 

       Minority interests

             135

             129

             150

       Redeemable non-retractable preference shares

             160

             160

             160

       Common shareholders' equity

         8,451

          7,918

          8,465

Equity

         8,746

          8,207

          8,775

Total invested capital

       12,537

       12,138 

       12,642

Debt as a percent of invested capital (%)

            30%

           32%

           31%

There was little change in interest expense of US$48 million. 

On April 28, 2003, the Company announced a public offering issue in the United States of US$500 million 4½% percent global notes, due May 15, 2013.  Net proceeds to the Company from the sale of the notes will be used to help fund the previously announced acquisition of VAW Flexpac and to retire commercial paper.

Investment Activities

Capital expenditures during the first three months of 2003 were US$131 million compared to US$105 million a year earlier.  Capital expenditures for the full year are expected to be below depreciation expense.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP in Canada and the United States requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  The most significant estimates are associated with the critical accounting policies relating to post-retirement benefits; environmental liabilities and contingencies; property, plant and equipment; goodwill; and income taxes.  These critical accounting policies are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The Company's critical accounting policies are more fully described in the Management's Discussion and Analysis, while all significant accounting policies are included in note 2 to the Consolidated Financial Statements, both contained in the 2002 Annual Report.

 

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Cautionary Statement

Statements made in this quarterly report which describe the Company's or management's objectives, projections, estimates, expectations or predictions of the future may be "forward-looking statements" within the meaning of securities laws, which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "estimates," "anticipates" or the negative thereof or other variations thereon. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and that the Company's actual actions or results could differ materially from those expressed or implied in such forward-looking statements or could affect the extent to which a particular projection is realized.  Important factors which could cause such differences include global supply and demand conditions for aluminum and other products, aluminum ingot prices and changes in raw materials' costs and availability, changes in the relative value of various currencies, cyclical demand and pricing within the principal markets for the Company's products, changes in government regulations, particularly those affecting environmental, health or safety compliance, economic developments, relationships with and financial and operating conditions of customers and suppliers, the effects of integrating acquired businesses and the ability to attain expected benefits and other factors within the countries in which the Company operates or sells its products and other factors relating to the Company's ongoing operations including, but not limited to, litigation, labour negotiations and fiscal regimes.

Definitions

"GAAP" refers to Canadian Generally Accepted Accounting Principles

The term "foreign currency balance sheet translation" means gains and losses arising from translating balance sheet items mainly in Canada and Australia (principally accounts payable, deferred credits and other liabilities, and deferred income taxes) at period-end exchange rates.

Other Specified Items include, for example: restructuring charges; asset impairment charges; unusual environmental charges; gains and losses on non-routine sales of assets, businesses or investments; gains and losses from legal claims; gains and losses on the redemption of debt; income tax adjustments related to prior years and the effects of changes in income tax rates; and other items that do not typify normal business activities.

 

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits  
  (10)   Alcan Inc. Pension Plan for Officers dated January 2003.*
  (31)    
      (31.1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934.
      (31.2) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934.
  (32)      
      (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
  (99)   Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.*
         
         
         
(b) Report on Form 8-K
   
 

A report on Form 8-K was filed on January 21, 2003 under Item 5 thereof, reporting that Alcan had received a decision following arbitration on a contractual dispute between Powerex and Alcan where Powerex's claim for $100 million was confirmed.

   
   
 

* Previously filed


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SIGNATURE

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

                                                                                    ALCAN INC.

Dated: September 11, 2003                                             By: /s/Roy Millington               
                                                                                            Roy Millington
                                                                                            Corporate Secretary
                                                                                            (A Duly Authorized Officer)

 

 

 

 

 

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