SECURITIES AND EXCHANGE COMMISSI
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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 May 9, 2005 the registrant had 370,145,350 shares of common stock (without
nominal or par value) outstanding.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
Item 4.
Submission of Matters to a Vote of Security Holders
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 of its consolidated subsidiaries.
ALCAN INC.
INTERIM
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
Three months
ended March 31
2005
2004
(in millions
of US$, except per share amounts)
Sales and operating revenues
5,172
6,005
Costs and expenses
Cost of sales and operating
expenses, excluding depreciation and
amortization noted below
4,084
4,958
Depreciation and amortization
272
336
Selling, administrative and
general expenses
379
395
Research and development
expenses
49
61
Interest
85
93
Other expenses (income) - net
(note 11)
25
(2)
4,894
5,841
Income from continuing
operations before income taxes and other items
278
164
Income taxes (note 9)
98
41
Income from continuing
operations before other items
180
123
Equity income
29
16
Minority interests
(1)
(6)
Income from continuing
operations
208
133
Income (Loss) from discontinued
operations (note 3)
10
(27)
Net income
218
106
Dividends on preference shares
2
2
Net income attributable to
common shareholders
216
104
Earnings (Loss) per share
(note 4)
Basic:
Income from continuing
operations
0.56
0.36
Income (Loss) from discontinued
operations
0.02
(0.07)
Net income per common share -
basic
0.58
0.29
Diluted:
Income from continuing
operations
0.56
0.35
Income (Loss) from discontinued
operations
0.02
(0.07)
Net income per common share -
diluted
0.58
0.28
Dividends per common share
0.15
0.15
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
INTERIM
CONSOLIDATED BALANCE SHEET
(unaudited)
March 31, 2005
December 31, 2004
(in millions
of US$)
ASSETS
Current assets
Cash and time deposits
205
184
Trade receivables (net of
allowances of $61 in 2005 and $99 in 2004)
2,865
3,232
Other receivables
1,234
1,272
Deferred income taxes
199
214
Inventories (note 12)
2,840
4,029
Current assets held for sale
(note 3)
403
817
Total current assets
7,746
9,748
Deferred charges and other
assets
2,497
2,877
Deferred income taxes
728
870
Property, plant and equipment
Cost (excluding Construction
work in progress)
15,826
21,922
Construction work in progress
586
816
Accumulated depreciation
(5,611)
(9,445)
10,801
13,293
Intangible assets (net of
accumulated amortization of $163 in 2005
and $172 in 2004)
1,086
1,230
Goodwill
5,116
5,496
Long-term assets held for sale
(note 3)
138
163
Total assets
28,112
33,677
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
INTERIM
CONSOLIDATED BALANCE SHEET
(cont'd) (unaudited)
March 31, 2005
December 31, 2004
(in millions
of US$)
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
Payables and accrued
liabilities
4,747
5,800
Short-term borrowings
354
2,486
Debt maturing within one year
409
569
Deferred income taxes
6
23
Current liabilities of
operations held for sale (note 3)
570
714
Total current liabilities
6,086
9,592
Debt not maturing within one
year
5,971
6,345
Deferred credits and other
liabilities
4,401
4,975
Deferred income taxes
1,279
1,543
Long-term liabilities of
operations held for sale (note 3)
52
260
Minority interests
96
236
Shareholders' equity
Redeemable non-retractable
preference shares
160
160
Common shareholders' equity
Common shares
6,098
6,670
Additional paid-in capital
689
112
Retained earnings
3,241
3,362
Common shares held by a
subsidiary
(31)
(35)
Accumulated other
comprehensive income
70
457
10,067
10,566
10,227
10,726
Commitments and contingencies
(note 15)
Total liabilities and
shareholders' equity
28,112
33,677
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
INTERIM
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Three months
ended March 31
2005
2004
(in millions
of US$)
OPERATING ACTIVITIES
Net income
218
106
Loss (Income) from discontinued
operations
(10)
27
Income from continuing
operations
208
133
Adjustments to determine cash
from operating activities:
Depreciation and amortization
272
336
Deferred income taxes
61
(28)
Equity income, net of
dividends
(27)
(16)
Asset impairment provisions
8
5
Gain on sale of
businesses and investments - net
(1)
-
Stock option compensation
5
2
Change in operating working
capital
Change in receivables
(186)
(380)
Change in inventories
5
53
Change in payables and accrued
liabilities
(266)
185
Change in deferred charges,
other assets,
deferred credits and other
liabilities - net
(76)
(18)
Other - net
(23)
(2)
Cash from (used for) operating
activities in continuing operations
(20)
270
Cash from operating activities
in discontinued operations
41
20
Cash from operating activities
21
290
FINANCING ACTIVITIES
Proceeds from issuance of new
debt
386
541
Debt repayments
(636)
(220)
Short-term borrowings - net
(2,022)
(228)
Common shares issued
4
25
Dividends - Alcan
shareholders (including preference)
(58)
(57)
- Minority interests
-
(2)
Cash from (used for) financing
activities in continuing operations
(2,326)
59
Cash used for financing
activities in discontinued operations
(37)
(3)
Cash from (used for) financing
activities
(2,363)
56
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
INTERIM
CONSOLIDATED STATEMENT OF CASH FLOWS
(cont'd) (unaudited)
Three months
ended March 31
2005
2004
(in millions
of US$)
INVESTMENT ACTIVITIES
Purchase of property, plant
and equipment
(292)
(252)
Business acquisitions and
purchase of investments
-
(368)
Net proceeds from disposal of
businesses, investments and other assets
9
44
Settlement of amounts due from
Novelis - net (note 5)
2,565
-
Cash from (used for)
investment activities in continuing operations
2,282
(576)
Cash used for investment
activities in discontinued operations
(57)
(14)
Cash from (used for)
investment activities
2,225
(590)
Effect of exchange rate
changes on cash and time deposits
(18)
(27)
Decrease in cash and time
deposits
(135)
(271)
Cash and time deposits -
beginning of period
340
778
Cash and time deposits - end
of period in continuing operations
205
408
Cash and time deposits - end
of period in current assets held for sale
-
99
Cash and time deposits - end
of period
205
507
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
INTERIM
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(unaudited)
(in millions of US$)
Preference Shares - Series C and E
Common Shares
Additional Paid-In Capital
Retained Earnings
Common Shares Held by a Subsidiary
Accumulated Other Comprehensive Income
Total Shareholders' Equity
Balance at
December 31, 2004
160
6,670
112
3,362
(35)
457
10,726
Spin-off
of Novelis (note 5)
(576)
572
(281)
(68)
(353)
Net income
- Q1 2005
218
218
Other
comprehensive loss (note 16)
(319)
(319)
Dividends:
Preference
(2)
(2)
Common
(56)
(56)
Stock
option expense
5
5
Exercise
of stock options
1
(1)
-
Common
shares held by a subsidiary
4
4
Common
shares issued for cash:
Executive share option plan
3
3
Dividend reinvestment and share
purchase plans
1
1
Other
(1)
1
-
Balance at March 31, 2005
160
6,098
689
3,241
(31)
70
10,227
The
accompanying notes are an integral part of the interim financial statements.
ALCAN INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(unaudited)
(in millions of US$, except per share amounts)
Basis of
Presentation
Alcan had
historically prepared and filed its financial statements in accordance with
Canadian generally accepted accounting principles (GAAP) with a reconciliation
to United States (U.S.) GAAP. On January 1, 2004, the Company adopted U.S.
GAAP as its primary reporting standard for presentation of its consolidated
financial statements. Historical consolidated financial statements are
presented in accordance with the guidance provided under U.S. GAAP. Note 20 -
Differences Between United States and Canadian Generally Accepted Accounting
Principles (GAAP) provides an explanation and reconciliation of differences
between U.S. and Canadian GAAP.
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 as contained in the
most recent annual report. The interim financial statements do not include
all of the financial statement disclosures included in the annual financial
statements prepared in accordance with U.S. GAAP and therefore should be read
in conjunction with the Company's annual report.
In the
opinion of management of the Company, the unaudited interim consolidated
financial statements reflect all adjustments, which consist only of normal and
recurring adjustments, necessary to present fairly the financial position and
the results of operations and cash flows in accordance with U.S. GAAP, applied
on a consistent basis. The results reported in these interim consolidated
financial statements are not necessarily indicative of the results that may be
expected for the entire year.
Spin-off of
Rolled Products Businesses - Basis of Presentation
On January
6, 2005, Alcan completed the spin-off of Novelis Inc. (Novelis), as described
in note 5 - Spin-off of Rolled Products Businesses. Prior to the spin-off,
these businesses were owned by Alcan. Alcan's consolidated financial
statements as at December 31, 2004 and for the three months ended March 31,
2004 include the operations transferred to Novelis. Alcan's consolidated
financial statements as at and for the three months ended March 31, 2005
exclude the operations transferred to Novelis. Management concluded that all
income earned and cash flows generated by Novelis entities from January 1 to
5, 2005, were insignificant, except as described in note 5 - Spin-off of
Rolled Products Businesses.
2. RECENTLY ISSUED ACCOUNTING
STANDARDS
Conditional Asset Retirement
Obligations
In March
2005, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, an
interpretation of FASB Statement No. 143. FIN 47 clarifies that the term
conditional asset retirement obligation as used in FASB Statement (SFAS)
No. 143, Accounting for Asset Retirement Obligations, refers to a legal
obligation to perform an asset retirement activity in which the timing and/or
method of settlement are conditional on a future event that may or may not be
within the control of the entity. According to FIN 47, uncertainty about the
timing and/or method of settlement of a conditional asset retirement
obligation should be factored into the measurement of a liability when
sufficient information exists. This interpretation is effective no later than
the end of fiscal years ending after December 15, 2005. Retrospective
application for interim financial information is permitted but not required.
The Company does not anticipate that its financial statements will be
significantly impacted by this interpretation.
3.
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
Bauxite
and Alumina and Primary Metal
On December
29, 2004, the Company announced that, following an extensive evaluation of the
Company's operations subsequent to the Pechiney acquisition, it had entered
into a binding agreement for the sale of its controlling interest in Aluminium
de Grèce S.A. (AdG), as well as the transfer of certain related contracts, to
Mytilineos Holdings S.A. of Greece. The Company classified this business in
discontinued operations and assets held for sale during the fourth quarter of
2004. The Company owned approximately 13 million shares in AdG, representing a
60.2% equity interest. The transaction was completed on March 15, 2005 at a
value of $104. Under the terms of this agreement, Mytilineos
Holdings and certain affiliated companies acquired from the Company a 53%
equity position in AdG. The balance of the Company's interest in AdG, some
7.2%, may be sold by the Company to Mytilineos Holdings one year after closing
pursuant to a three-month put option at a price equivalent to the selling
price of the shares. Subsequently, Mytilineos Holdings will have a call
option for six months to purchase the remaining interest, at a price
equivalent to the selling price of the shares.
Primary
Metal
On December
30, 2004, the Company announced that it had reached agreement on the principal
terms of a sale of Pechiney Électrométallurgie to Ferroatlántica, S.L., of
Spain. The Company classified this business in discontinued operations and
assets held for sale during the fourth quarter of 2004. The Company's
decision to sell this business was based on an extensive evaluation of the
Company's operations subsequent to the Pechiney acquisition and is consistent
with the Company's strategy of divesting non-core activities. The transaction,
which will be ultimately subject to relevant regulatory authorities'
approvals, is expected to be completed in the second quarter of 2005.
Engineered Products
In the
first quarter of 2004, the Company committed to a plan to sell certain
non-strategic assets that are not part of its core operations. The assets are
used to supply castings and components to the automotive industry. The
Company is actively pursuing potential purchasers and expects the sale to be
completed in the second quarter of 2005. These assets are classified as held
for sale and are included in discontinued operations.
Following a
detailed assessment subsequent to the Pechiney acquisition, the Company began
restructuring efforts at certain European sites in the fourth quarter of
2004. As a result of this restructuring, the Company committed to a plan to
sell two high purity businesses in France. The Company is actively pursuing
potential purchasers and expects the sales to be completed by the end of
2005. These businesses have been classified in discontinued operations and
assets held for sale during the fourth quarter of 2004.
Also in the
fourth quarter of 2004, the Company committed to a plan to sell its service
centres in France that are not part of its core operations. These assets were
classified as held for sale and were included in discontinued operations. On
April 20, 2005, the Company announced the sale of these service centres to
Amari Metal France Ltd., which specializes in distributing aluminum,
stainless steel and cuprous metal products.
Packaging
In the
second quarter of 2003, the Company committed to a plan to sell certain
non-strategic operations (Fibrenyle, Boxal Group, and Suner Cartons), as the
businesses are not part of its core operations. These businesses were
classified as held for sale and were included in discontinued operations. In
the fourth quarter of 2003, the Company recorded the sale of Fibrenyle, in the
U.K., for proceeds of $29. In the second quarter of 2004, the Company
recorded the sale of the Boxal Group and Suner Cartons, for proceeds of $6 and
$19, respectively. The Boxal Group comprises three manufacturing facilities in
France, the Netherlands and Switzerland as well as a sales office in Germany.
Suner Cartons comprises a facility in Spain. As at June 30, 2004, the Company
had sold all of the assets of the non-strategic packaging businesses
previously classified as held for sale in the second quarter of 2003.
3.
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
(cont'd)
Other
In the
second quarter of 2004, the Company classified in discontinued operations its
copper and ores and concentrates trading businesses. In the fourth quarter of
2004, the Company sold certain assets of its ores and concentrates trading
division to its current management team, and sold the assets of its zinc and
lead metal trading business to Trafigura Ltd., an independent commodity
trading company.
Fair values
were determined based on either discounted cash flows or expected selling
price. Certain financial information has been reclassified in the prior
periods to present these businesses as discontinued operations on the
statement of income, 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.
An
impairment charge of nil for the quarter ended March 31, 2005 (2004: $6) was
recorded in discontinued operations to reduce the carrying values of these
businesses to estimated fair values less costs to sell.
Selected
financial information for the businesses included in discontinued operations
is reported below:
Three
months ended March 31
2005
2004
Sales
201
436
Income
(Loss) from operations
4
(21)
Gain on
disposal - net
9
-
Asset
impairment provisions
-
(6)
Pre-tax
income (loss)
13
(27)
Income tax
expense
(3)
-
Income (Loss) from
discontinued operations
10
(27)
The major
classes of Assets held for sale and Liabilities of operations held for sale
are as follows:
March 31, 2005
December 31, 2004
Current
assets held for sale:
Cash and time
deposits
-
156
Trade receivables
154
323
Other receivables
34
40
Deferred income
taxes
-
2
Inventories
215
296
403
817
Long-term
assets held for sale:
Deferred charges
and other assets
35
21
Deferred income
taxes
9
6
Property, plant
and equipment, net
94
86
Intangible
assets, net
-
50
138
163
Current
liabilities of operations held for sale:
Payables and
accrued liabilities
552
709
Short-term
borrowings
18
5
570
714
Long-term
liabilities of operations held for sale:
Deferred credits
and other liabilities
49
121
Deferred income
taxes
3
4
Minority
interests
-
135
52
260
4. EARNINGS PER SHARE -
BASIC AND DILUTED
Basic and
diluted earnings per 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 earnings per share on income from continuing
operations.
Three
months ended March 31
2005
2004
Numerator:
Income from
continuing operations
208
133
Less:
dividends on preference shares
(2)
(2)
Income from
continuing operations attributable to
common
shareholders
206
131
Denominator (number of common shares in
millions):
Weighted
average of outstanding shares - basic
370
367
Effect of
dilutive stock options
1
2
Adjusted
weighted average of outstanding shares - diluted
371
369
Earnings
per common share - basic
0.56
0.36
Earnings
per common share - diluted
0.56
0.35
In the first
quarter of 2005, options to purchase 3,418,126 common shares (2004: 353,000)
at a weighted average grant price of CAN$51.82 per share (2004: 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, 2005, there were
370,067,814 (2004: 368,002,482) common shares outstanding.
5. SPIN-OFF OF ROLLED PRODUCTS BUSINESSES
On
January 6, 2005, Alcan completed the spin-off of Novelis to its shareholders.
Alcan shareholders received one Novelis common share for every five Alcan
common shares held. Novelis consists of substantially all of the aluminum
rolled products businesses held by Alcan prior to its 2003 acquisition of
Pechiney, together with some of Alcan's alumina and primary metal-related
businesses in Brazil, which are fully integrated with the rolled products
operations there, as well as four former Pechiney rolling facilities in
Europe.
The
effect of the spin-off on the Company's balance sheet is described in the
table below. The net assets were transferred at their historical cost.
5. SPIN-OFF OF ROLLED PRODUCTS BUSINESSES
(cont'd)
Carrying amount of spun-off businesses:
Current assets
2,935
Non-current assets
2,802
Current liabilities
(3,160)
Non-current liabilities
(2,197)
Accumulated other comprehensive
income
(68)
Total
312
Derivatives(1)
(31)
Total amount recorded in retained earnings
281
(1)
Alcan
is the counterparty to certain derivative contracts with Novelis; prior to the
spin-off, these derivatives were eliminated in the consolidated financial
statements. Subsequent to the spin-off, the derivatives are presented in the
balance sheet at their fair value. The amount of ($31) represents the
mark-to-market adjustment to the derivatives for the period from January 1 to
5, 2005. As described in note 1 -
Accounting Policies - Spin-Off of Rolled Products Businesses - Basis of
Presentation, all income earned and cash flows generated by Novelis entities
during the period from January 1, 2005 to the spin-off date of January 6, 2005
were attributed to Novelis due to immateriality. In addition, the
transactions between Alcan and Novelis during this period were also
immaterial, with the exception of a net derivative gain as described above.
The spin-off
of Novelis reduced total shareholders' equity by $353 by way of a reduction in
common shares of $576, an increase
in additional paid-in capital of $572, a reduction in retained earnings of
$281 and a reduction in accumulated other comprehensive income of $68. The agreements giving effect to
the spin-off provide for various post-transaction adjustments and the
resolution of outstanding matters, which are expected to be carried out by the
parties by the end of 2005.
Following
the spin-off, the Company settled amounts due from Novelis and used the net
proceeds of $2.6 billion to settle third party debt, as described in note 10 -
Long-Term Debt, and to cover a preliminary payment of $100 made by
the Company to Novelis in accordance with a separation agreement between the
parties.
Q1 2005
Restructuring Activities
In the first
quarter of 2005, the Company incurred $1 of restructuring charges relating to
costs to centralize certain packaging operations at two facilities located in
Canada and the United States. These charges consist principally of severance
costs. In relation to these activities, the Company expects to incur
additional charges of $2 consisting primarily of severance and equipment
relocation costs.
2004
Restructuring Activities
In line
with the Company's objective of value maximization, the Company undertook
various restructuring initiatives in 2004.
6. RESTRUCTURING PROGRAMS
(cont'd)
Pechiney
In 2004, the
Company recorded liabilities of $193 (Q1: nil; Q2:
$79; Q3: $21; Q4: $93) for
restructuring costs in connection with the exit of certain operations of
Pechiney, and these costs were recorded in the allocation of the purchase
price of Pechiney. These costs principally comprise severance costs of $121
(Q1:
nil; Q2: $79; Q3: nil; Q4: $42) related to the involuntary termination of Pechiney employees in France
(Primary Metal, Engineered Products, Packaging and Other), as well as other
severance costs of $54 (Q1: nil; Q2:
nil; Q3: $21; Q4: $33), principally comprising $21 relating to a plant closure in Barcelona,
Spain (Packaging), $17 relating to a planned plant closure in Flemalle,
Belgium, $5 relating to a plant closure in Garbagnate, Italy (Packaging), and
$1 relating to the downsizing of a plant in Kolin in the Czech Republic
(Packaging). A restructuring provision of $21 related to the plant closure in
Flemalle has been transferred to Novelis in 2005 following the spin-off. In the
first quarter of 2005, the Company incurred additional restructuring costs of
$8 in relation to the exit of certain Pechiney activities. These costs
consist of severance costs of $3 relating principally to the termination of
Pechiney employees in France and Italy (Packaging and Other), asset impairment
charges of $3 relating principally to the impairment of assets at a Pechiney
facility in China (Engineered Products), and other costs of $2 relating
principally to the closure of the Barcelona and Garbagnate facilities
(Packaging).
Other
2004 restructuring activities
In the
third quarter of 2004, the Company incurred restructuring charges of $19
relating to the consolidation of its U.K. aluminum sheet rolling activities in
Rogerstone, Wales, in order to improve competitiveness through better capacity
utilization and economies of scale. Production ceased at the rolling mill in
Falkirk, Scotland, in December 2004. The charges include $6 of severance
costs, $8 of asset impairment charges, $2 of pension costs, $2 of
decommissioning and environmental costs and $1 of other charges. These
entities and the related restructuring provision of $5 have been transferred
to Novelis in 2005 following the spin-off.
In 2004,
the Company incurred restructuring charges of $7 (Q1: nil; Q2: $6; Q3: $2; Q4:
($1)) relating to the closure of two corporate offices in the U.K. and Germany
(Other). The charges include $4 (Q1: nil; Q2: nil; Q3: $2; Q4: $2) related to
severance costs and $3 (Q1: nil; Q2: $6; Q3: nil; Q4: ($3)) related to lease
exit costs and costs to consolidate facilities. In the first quarter of 2005,
the Company incurred additional severance charges of $1 in relation to the
closure of its corporate office in the U.K. The Company expects to incur $3
of additional charges in 2005 relating principally to additional lease exit
costs. The restructuring provision of $3 related to the closure of the
corporate office in Germany has been transferred to Novelis in 2005 following
the spin-off.
In November
2004, the Company announced the downsizing of its Alcan Mass Transportation
Systems business unit in Zurich, Switzerland (Engineered Products) as a result
of changing market conditions and business realities. The Company incurred
restructuring charges of $5 consisting of $4 of asset impairment charges, and
$1 of other charges in the fourth quarter of 2004. In the first quarter of 2005, the Company incurred
additional severance charges of $2 and asset impairment charges of $1 relating
to the downsizing of this business. The Company expects to incur an
additional $2 of charges in relation to the downsizing of Alcan Mass
Transportation Systems.
In addition, the
Engineered Products group incurred restructuring charges of $9 (Q1: $2; Q2:
$1; Q3: $1; Q4: $5) relating to both the closure of a composites facility in the
U.S., and process reengineering at certain facilities in Switzerland and
Germany. These charges consist of severance costs of $6 (Q1: nil; Q2:
$1; Q3: $1; Q4: $4),
asset impairment charges of $2 (Q1: $1; Q2:
nil; Q3: nil; Q4: $1) and other costs
of $1
(Q1: $1; Q2: nil; Q3: nil; Q4: nil). In the first quarter of 2005, the Company incurred
additional severance costs of $1 relating to the process reengineering at its
Switzerland facility.
In 2004, the
Company incurred restructuring charges of $21 (Q1: $1; Q2: nil; Q3: $2; Q4:
$18) relating to the closure of certain non-strategic packaging facilities
located in the United States and France. These charges consist of severance
costs of $11 (Q1: $1; Q2: nil; Q3: nil; Q4: $10), asset impairment charges of
$8 (Q1: nil; Q2: nil; Q3: nil; Q4: $8) and other charges of $2 (Q1: nil; Q2:
nil; Q3: $2; Q4: nil). The Company expects to incur additional charges of $3
in relation to these plant closures. In addition, the Company recorded $18
(Q1: $5; Q2: $1; Q3: $1; Q4: $11) of restructuring charges relating to exit
activities at certain packaging facilities located primarily in Europe. These
charges comprise $12 (Q1: $4; Q2: $1; Q3: nil; Q4: $7) of severance costs, $3
(Q1: nil; Q2: nil; Q3: nil; Q4: $3) of asset impairment charges and $3 (Q1:
$1; Q2: nil; Q3: $1; Q4: $1) of other costs. In the first
quarter of 2005, the Company incurred additional severance costs of $2
relating to the exit activities of certain packaging facilities in Europe.
The Company expects to incur additional charges of $3 in relation to these
exit activities.
6. RESTRUCTURING PROGRAMS
(cont'd)
In early
2004, the Company permanently halted production at its Jonquière Söderberg
primary aluminum facility in Saguenay, Quebec (Primary Metal). As a result,
the Company recorded charges of $14 (Q1: $5; Q2: $6; Q3: $1; Q4: $2) in 2004
comprising $5 (Q1: $1; Q2: $2; Q3: nil; Q4: $2) of severance costs, $5 (Q1:
$4; Q2: $1; Q3: nil; Q4: nil) of asset impairment charges, and $4 (Q1: nil;
Q2: $3; Q3: $1; Q4: nil) of other costs. In the first quarter of 2005, the Company incurred
additional dismantling costs of $1 relating to the closure of this facility.
The Company expects to incur an additional $11 in relation to this activity.
2001 Restructuring Program
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. 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. These
charges related principally to buildings, machinery and equipment and some
previously capitalized project costs. This program was essentially completed
in 2003.
In 2004, the
Company recorded charges related to the 2001 restructuring program of $7 (Q1:
nil; Q2: $1; Q3: $3; Q4: $3) relating principally to the closure of
facilities in the U.K. (Bauxite and Alumina) and the closure of cable
operations in Canada and the United States (Engineered Products), and recorded
recoveries of $14 (Q1: $7; Q2: nil; Q3: $7; Q4: nil) relating principally to
the sale of assets related to the closure of facilities in Glasgow, U.K. and other recoveries related to the closure of
facilities in the U.K. (Bauxite and Alumina). Following the spin-off, $16 of
the restructuring provision has been transferred to Novelis.
The
schedule provided below shows details of the provision balances and related
cash payments for the significant restructuring activities:
Severance Costs
Asset Impairment Provisions*
Other
Total
Provision
balance as at January 1, 2004
86
-
46
132
2004:
Charges
recorded in the statement of income
44
30
13
87
Charges
recorded in the allocation of the
Pechiney purchase
price
175
-
18
193
Cash
payments
(99)
-
(33)
(132)
Non-cash
recoveries (charges)
-
(30)
8
(22)
Provision
balance as at December 31, 2004
206
-
52
258
Q1 2005:
Provisions transferred to Novelis
(31)
-
(14)
(45)
Charges
recorded in the statement of income
10
4
3
17
Cash
payments - net
(29)
-
(4)
(33)
Non-cash
recoveries (charges)
(15)
(4)
(1)
(20)
Provision balance as at March 31, 2005
141
-
36
177
* Fair value
of assets was determined using discounted future cash flows.
6. RESTRUCTURING PROGRAMS
(cont'd)
The schedule
below shows details of the charges by operating segment:
Charges
(recoveries) recorded in the statement of income in Other expenses (income) -
net
Three
months ended March 31, 2005
Severance Costs
Asset Impairment Provisions
Other
Total
Primary
Metal
-
-
1
1
Engineered Products
3
3
-
6
Packaging
5
1
2
8
Other
2
-
-
2
Total
10
4
3
17
7. INFORMATION BY OPERATING SEGMENT
The following presents
selected information by operating segment, viewed on a stand-alone basis.
Subsequent to the
spin-off of substantially all of its rolled products businesses to Novelis, the
operating management structure is comprised of four operating segments. The
four operating segments are Bauxite and Alumina; Primary Metal; Engineered
Products; and Packaging. Prior to the spin-off, there were two additional
operating segments: Rolled Products Americas and Asia and Rolled Products
Europe. All prior periods have been restated to reflect the new operating
management structure. The Company's measure of the profitability of its
operating segments is referred to as business group profit (BGP). BGP
comprises earnings before interest, income taxes, minority interests,
depreciation and amortization and excludes certain items, such as corporate
costs, restructuring costs (relating to major corporate-wide acquisitions or
initiatives), impairment and other special charges, and pension actuarial
gains, losses and other adjustments, that are not under the control of the
business groups or are not considered in the measurement of their
profitability. These items are generally managed by the Company's corporate
head office, which focuses on strategy development and oversees governance,
policy, legal, compliance, human resources and finance matters. The change in
fair market value of derivatives is removed from individual BGP and is shown
on a separate line in the reconciliation to income from continuing
operations.
This
presentation provides a more accurate portrayal of underlying business group
results and is in line with the Company's portfolio approach to risk
management. 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 fabricating operations.
Earnings from the 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 for the following two items:
(1) The operating segments include the Company's proportionate share of
joint ventures (including joint ventures accounted for using the equity
method) as they are managed within each operating segment, with the
adjustments for equity-accounted joint ventures shown on a separate line in
the reconciliation to Income from continuing operations; and
(2) 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.
The operating
segments are described below.
Bauxite and Alumina
Headquartered in Montreal, Canada, this group comprises Alcan's worldwide
activities related to bauxite mining and refining into smelter-grade and
specialty aluminas, owning and/or operating six bauxite mines and deposits in
five countries, five smelter-grade alumina plants in four countries and six
specialty alumina plants in three countries. This group also comprises sales
of alumina technology and technical assistance and a bauxite and alumina trading
business.
7. INFORMATION BY OPERATING SEGMENT
(cont'd)
Primary Metal
Also
headquartered in Montreal, this group comprises smelting operations, power
generation, production of primary value-added ingot, manufacturing of smelter
anodes and aluminum fluoride, technology sales, engineering operations and
trading operations for aluminum, operating or having interests in 22 smelters
in 11 countries.
Engineered Products
Headquartered in Paris, France, this group produces extruded, rolled and cast
aluminum products, engineered shaped products and structures, including cable,
wire and rod, as well as composite materials such as aluminum-plastic, fibre
reinforced plastic and foam-plastic in 46 plants located in 11 countries. Four
of these facilities are excluded from the operating segment information as
they have been reclassified to discontinued operations and assets held for
sale. Also included in Engineered Products are 50 service centres in 13
countries offering technical assistance, cutting, shaping, machining and
assembling for smaller customers, and nearly 40 offices that sell and source
products in 32 countries.
Packaging
Headquartered in Paris, this group consists of the Company's worldwide food,
pharmaceutical and medical, beauty and personal care and tobacco packaging
businesses, operating approximately 180 plants in 27 countries.
Intersegment and other
This
classification includes the deferral or realization of profits on intersegment
sales of aluminum and alumina, corporate office costs as well as other
non-operating items.
Intersegment
Third Parties
Three months ended March 31
2005
2004
2005
2004
Sales
and operating revenues
Bauxite and
Alumina
357
394
373
380
Primary
Metal
563
924
1,656
1,073
Engineered
Products
114
179
1,554
1,364
Packaging
2
16
1,584
1,510
Entities
transferred to Novelis
-
89
-
1,666
Adjustments
for equity-accounted joint ventures
-
-
(9)
2
Other
(1,036)
(1,602)
14
10
-
-
5,172
6,005
7. INFORMATION BY OPERATING SEGMENT
(cont'd)
Three
months ended March 31
2005
2004
Business
Group Profit (BGP)
Bauxite and
Alumina
97
88
Primary
Metal
431
378
Engineered
Products
115
106
Packaging
154
168
Entities
transferred to Novelis
-
164
Adjustments
for equity-accounted joint ventures
(74)
(53)
Adjustments
for mark-to-market of derivatives
(3)
-
Depreciation and amortization
(272)
(336)
Intersegment, corporate offices and other
(85)
(258)
Equity
income
29
16
Interest
(85)
(93)
Income
taxes
(98)
(41)
Minority
interests
(1)
(6)
Income
from continuing operations
208
133
March 31, 2005
December 31, 2004
Total
Assets
Bauxite and
Alumina
3,517
3,427
Primary
Metal
10,555
10,411
Engineered
Products
4,826
4,574
Packaging
8,143
8,255
Entities
transferred to Novelis
-
5,434
Adjustments
for equity-accounted joint ventures
(352)
(313)
Other
882
909
Assets held
for sale:
Bauxite and
Alumina
-
63
Primary Metal
455
823
Engineered
Products
80
90
Packaging
6
4
Total
assets held for sale
541
980
28,112
33,677
Alcan Executive Share Option
Plan
On January 6, 2005, 1,355,535
Alcan executive share options, representing options held by Novelis employees
who were Alcan employees immediately prior to the spin-off, were cancelled and
replaced by Novelis with options to purchase Novelis' common shares. Changes in the
number of shares under options as well as the average exercise price, due to
the spin-off of options to Novelis and the conversion of the remaining Alcan
options, are summarized below:
Number of Shares Under Options
(in thousands)
Weighted Average Exercise Price
(CAN$)
Outstanding - January 1, 2005
10,410
50.96
Exercised
prior to spin-off date
(14)
44.25
Alcan
options cancelled and replaced with Novelis options
(1,356)
52.85
Impact of
spin-off on remaining option holders*
1,269
Exercised
subsequent to spin-off date
(91)
38.54
Forfeited
subsequent to spin-off date
(24)
42.48
Outstanding - March 31, 2005
10,194
44.50
Exercisable - March 31, 2005
4,709
40.39
* As a result of the spin-off of
Novelis, Alcan executive share options held prior to the spin-off of Novelis
have been converted to new options, the number and exercise prices of which
were based on the trading prices of Alcan shares immediately before and
immediately after the effective date of the spin-off to preserve the economic
value of the option grants. This amounts to a conversion ratio of one share
under the original grants to 1.1404 shares under the new options and the
exercise price per option was reduced accordingly.
Effective January 1, 2004, the
Company retroactively adopted the fair value recognition provisions of SFAS
No. 123, Accounting for Stock-Based Compensation. The Black-Scholes valuation
model is used to determine the fair value of the options granted. For the
quarter ended March 31, 2005, the stock-based compensation expense was $5
(2004: $2), of which $1 (2004: nil) was related to the incremental cost that
arose as a result of the modification of certain stock option terms pursuant
to the spin-off of Novelis.
Shares Under
Pechiney Options
As a result of
the spin-off of Novelis, Pechiney options held prior to the spin-off have been
converted in the same manner as described under the Alcan Executive Share
Option Plan.
Compensation to be settled
in cash
Stock Price Appreciation Unit
Plan
On January 6, 2005, 211,035
Stock Price Appreciation Units (SPAUs), representing SPAUs held by Novelis
employees who were Alcan employees immediately prior to the spin-off, were
cancelled and replaced by Novelis with Novelis' SPAUs. The remaining SPAUs
were converted in the same manner as described under the Alcan Executive
Share Option Plan.
Executive and
Non-Executive Directors Deferred Share Unit Plan
On January 6, 2005, Executive and
Non-Executive Directors Deferred Share Units held prior to the spin-off of
Novelis have been converted in the same manner as described
under the Alcan Executive Share Option Plan.
8. STOCK OPTIONS AND OTHER STOCK-BASED
COMPENSATION
Total
Shareholder Return Performance Plan
On January 6,
2005, all Novelis employees who were Alcan employees immediately prior to the
spin-off ceased to actively participate in and accrue benefits under this
plan. The accrued award amounts for these employees were converted by Novelis
into restricted share units in Novelis. No cash payments were made to these
employees as a result of the spin-off nor does Alcan have any liability to
make future cash payments to these individuals.
Restricted Stock
Units
As a result of the spin-off,
Restricted Stock Units held prior to the spin-off of Novelis have been
converted in the same
manner as described under the Alcan Executive Share Option Plan.
Deferred Share
Agreements
As a result of the spin-off of
Novelis, 33,500 deferred shares held by a Novelis employee who was an Alcan
employee immediately prior to the spin-off were cancelled and replaced by
Novelis with Novelis deferred shares.
Compensation Cost
For the quarter ended March 31,
2005, the stock-based compensation (income) expense for arrangements that can
be settled in cash was ($2) (2004: $1).
Three months ended March 31
2005
2004
Current
37
69
Deferred
61
(28)
98
41
The composite
of the applicable statutory corporate income tax rates in Canada is 32% (2004:
32%).
Following the
spin-off, the Company
settled amounts due from Novelis and received net proceeds of $2.6 billion in the first
quarter of 2005. In addition to these proceeds, approximately $200 in debt
was transferred to Novelis. These net proceeds were used to reduce two term loans
and Alcan's commercial paper balance included in Short-term borrowings and
Debt not maturing within one year in Alcan's consolidated financial statements
as at December 31, 2004.
11. OTHER EXPENSES (INCOME) - NET
Three months ended March 31
2005
2004
Restructuring and other costs (recoveries),
net
17
18
Asset impairment provisions
8
8
Gain on disposal of businesses and investments
- net
(1)
-
Environmental provisions
3
-
Derivatives losses (gains)
18
(1)
Interest revenue
(19)
(2)
Pechiney integration
6
2
Exchange gains
(16)
(12)
Other
9
(15)
25
(2)
March 31, 2005
December 31, 2004
Aluminum
operating segments
Aluminum
910
1,873
Raw materials
669
731
Other supplies
401
575
1,980
3,179
Packaging operating segments
Raw materials and
other supplies
339
347
Work in progress
159
147
Finished goods
362
356
860
850
2,840
4,029
In March
2005, the Company entered into a new program to sell to a third party an
undivided interest in certain trade receivables, with limited recourse, for
maximum cash proceeds of $200. The maximum credit exposure to the Company is
held in reserve by the third party and is recorded in Deferred charges and
other assets. The Company acts as a service agent and administers the
collection of the receivables sold. As at March 31, 2005, the Company sold
trade receivables of $231 under this program, with $31 held in reserve by the
third party. This program replaces a $300 program that was discontinued in
January 2005 due to the spin-off of Novelis.
Three months ended March 31
2005
2004
Income
Statement
Interest on
long-term debt
83
74
Capitalized
interest
(5)
(2)
Statement of Cash Flows
Interest
paid
Continuing operations
76
82
Discontinued operations
-
1
Income
taxes paid (refunded)
Continuing operations
(21)
157
Discontinued operations
4
-
March 31, 2005
December 31, 2004
Balance Sheet
Payables and accrued liabilities include the following:
Trade payables
2,153
2,804
Accrued liabilities
2,594
2,996
15. COMMITMENTS AND CONTINGENCIES
The Company
has guaranteed the repayment of approximately $8 of indebtedness by third
parties. Alcan believes that none of these guarantees is likely to be
invoked. These guarantees relate primarily to customer contracts, employee
housing loans and potential environmental remediation at former Alcan sites.
The Company
carries insurance covering liability, including defence costs, of directors
and officers of the Company, incurred as a result of their acting as such,
except in the case of failure to act honestly and in good faith. The policy
provides coverage against certain risks in situations where the Company may be
prohibited by law from indemnifying the directors or officers. The policy
also reimburses the Company for certain indemnity payments made by the Company
to such directors or officers, subject to a $10 deductible in respect of each
insured loss.
Alcan, in
the course of its operations, is subject to environmental and other claims,
lawsuits and contingencies. The Company is named as a defendant in relation
to environmental contingencies at approximately 38 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. The Company has transferred to
Novelis the environmental contingencies of Novelis Corporation, formerly Alcan
Aluminum Corporation, as described in Item 3(A) - Legal Proceedings -
Environmental Matters of the Company's Form 10-K filed on March 16, 2005.
Alcan has agreed to
indemnify Novelis and each of its directors, officers and employees against
liabilities relating to:
liabilities of the
Company other than those of an entity forming part of Novelis or otherwise
assumed by Novelis pursuant to its separation agreement with Novelis;
any liability of the
Company or its subsidiaries, other than Novelis, retained by Alcan under the
separation agreement; and
any breach by the
Company of its separation agreement with Novelis or any of its ancillary
agreements with Novelis.
Although
there is a possibility that liabilities may arise in other instances for which
no accruals have been made, the Company does not believe that any losses in
excess of accrued amounts would be sufficient to significantly impair its
operations, have a material adverse effect on its financial position or
liquidity, or materially and adversely affect its results of operations for
any particular reporting period, absent unusual circumstances.
Three months ended March 31
2005
2004
Net income
218
106
Other
comprehensive income (loss):
Net change in deferred translation adjustments
(260)
(94)
Net change in excess of market value over book value
of
"available-for-sale" securities
(2)
(1)
Valuation of derivatives (net of tax of $16 and $6
for 2005 and
2004, respectively)
Net change from periodic revaluations
(41)
(13)
Net amount reclassified to income
8
-
Net change in minimum pension liability (net of tax
of ($5) and $1
for 2005 and 2004, respectively)
(24)
(3)
(319)
(111)
Comprehensive Loss
(101)
(5)
16. COMPREHENSIVE INCOME
(cont'd)
March 31, 2005
December 31, 2004
Accumulated other comprehensive income
Deferred
translation adjustments
700
1,063
Unrealized
gain on "available-for-sale" securities
6
8
Minimum
pension liability
(539)
(550)
Derivatives
(97)
(64)
Accumulated other comprehensive income
70
457
17.
SALES AND ACQUISITIONS OF BUSINESSES AND INVESTMENTS
2005
Asia and
Other Pacific
On March
22, 2005, the Company announced the creation of a new company in the Chinese
Suzhou region, which will be equipped to fabricate packaging for beauty and
personal care products. The Company has signed an agreement with the local
government of the Mudu New District for the manufacturing site, which will
initially produce plastic and aluminum packaging for make-up and skincare.
Production will commence in the third quarter of 2005.
Other
Europe
On February
15, 2005, the Company announced that it reached an agreement with the U.K.
administrators of Parkside International, to acquire the assets of Parkside's
flexible food packaging plant in Zlotow, Poland. The acquisition was
completed on May 2, 2005, following the approval of Polish and German
anti-trust authorities.
On March
16, 2005, the Company announced that it reached an agreement to sell Guardian
Espanola S.A. to its current local management team. Located in Vitoria,
Spain, Guardian Espanola S.A. produces flexible packaging and promotional
items.
Other
On January
11, 2005, the Company announced its investment of $55 in the Russian packaging market, to build and equip two new plants located in the Moscow and St.
Petersburg regions. The Moscow site will focus on flexible packaging for the
confectionery and dairy markets and represents an initial investment of $25.
The St. Petersburg site will be dedicated to tobacco packaging and represents
an initial investment of $30.
2004
Asia and
Other Pacific
On March
10, 2004, the Company announced that it had secured the necessary regulatory
and government approvals to move forward with its previously announced
definitive joint venture agreement, signed in October 2003, with the
Qingtongxia Aluminium Group Company Limited and the Ningxia Electric Power
Development and Investment Co. Ltd. Under the agreement, Alcan invested $110
as at March 31, 2005 for a 50% participation and for a secure power supply in
an existing 150-kilotonne (kt) modern pre-bake smelter located in the Ningxia
autonomous region in the People's Republic of China. The agreement provides
for the joint venture to obtain long-term access to dedicated power on
competitive terms sufficient to meet the energy requirements of the smelter.
The joint venture also gives Alcan a substantial operating role and the option
to acquire, through additional investment, up to 80% of a new 250-kt potline,
already under construction. The investment is accounted for using the equity
method.
Other
Europe
In 2004,
the Company recorded in Other expenses (income) - net a gain of $46 (Q1: nil;
Q2: $42; Q3: nil; Q4: $4) due to the dilution of its ownership interest in
Aluminium & Chemie Rotterdam B.V. (Primary Metal).
All
other
On June 29,
2004, the Company announced that Alcan officials and a South African
delegation are continuing to examine the best value-creating alternatives
offered by the aluminum smelter project originally proposed by Pechiney in
Coega, South Africa. On November 18, 2004, the Company announced that it will
conduct a new feasibility study for the construction of a new aluminum smelter
with the South African Government and Industrial Development Corporation.
17. SALES AND ACQUISITIONS OF BUSINESSES AND
INVESTMENTS (cont'd)
On November
24, 2004, the Company announced that it had signed a protocol of negotiation
with Alcoa World Alumina LLC (Alcoa) and the Government of the Republic of
Guinea (the Government) for the development of a 1.5-million tonne per year
alumina refinery in the West African nation. This protocol sets out the items
and framework for the alumina refinery project, which will be negotiated with
the Government during the upcoming months as part of the Memorandum of
Understanding between the parties, announced in May, 2004.
Pursuant to
a Memorandum of Understanding signed in June 2004, on February 23, 2005, the
Company announced the signing of a Shareholders' Agreement with Oman Oil
Company S.A.O.C. and the Abu Dhabi Water and Electricity Authority for a 20%
equity interest in the development of a proposed 325-kt aluminum smelter
project in Sohar, Oman. The Company has the option of acquiring up to 60% of
a planned second potline for an additional 330 kt of aluminum. The agreement
provides that the Company would license its AP35 smelter technology and take a
leading role in the construction and operation of the smelter. Subject to
successful completion of the project agreements and financing arrangements,
construction is expected to commence in the second half of 2005 and result in
the first metal production by 2008.
Alcan and its
subsidiaries have established pension plans in the principal countries where
they operate, generally open to all employees. Most plans provide pension
benefits that are based on the employee's service and highest average eligible
compensation before retirement. Pension benefits are periodically adjusted
for cost of living increases, either by Company practice, collective agreement
or statutory requirement. Plan assets consist primarily of publicly-traded
stocks and high-rated debt securities, excluding securities in Alcan, and
include only small amounts in other categories, except for the Swiss plan,
whose target allocation is evenly distributed between equity, bonds and real
estate.
Components of Net Periodic Benefit
Cost
Pension Benefits
Other Benefits
Three months ended March 31
2005
2004
2005
2004
Service
cost
41
46
3
4
Interest
cost on benefit obligation
139
136
14
15
Expected
return on plan assets
(139)
(129)
-
-
Amortization:
Actuarial (gains) losses
24
16
(1)
-
Prior
service cost
15
18
-
-
Net
periodic benefit cost
80
87
16
19
The
expected long-term rate of return on plan assets is 7% in 2005.
Employer Contributions
Alcan
previously disclosed in its financial statements for the year ended December
31, 2004, that it expected to contribute $206 to its funded pension plans in
2005. The contributions are expected to be fully comprised of cash. As at
March 31, 2005, $48 has been contributed, and the Company expected to
contribute an additional $144 over the remainder of the year. The Company
expected to pay in 2005 $74 of unfunded pension benefits and lump sum
indemnities from operating cash flows. As at March 31, 2005, $17 has been
paid, and the Company expects to pay an additional $50 over the remainder of
the year. The lower contributions are principally due to the spin-off of
Novelis.
18. POST-RETIREMENT BENEFITS
(cont'd)
Spin-off
of Novelis
In 2005, the following transactions transpired related to existing Alcan
pension plans covering Novelis employees:
a) In the U.S., for Novelis employees previously
participating in the Alcancorp Pension Plan and the Alcan Supplemental
Executive Retirement Plan, Alcan agreed to recognize up to one year of
additional service in its plan as long as such employee worked for Novelis and
Novelis paid to Alcan the normal cost (in the case of the Alcancorp Pension
Plan) and the current service cost (in the case of the Alcan Supplemental
Executive Retirement Plan). During this year, Novelis will decide whether it
will transfer its share of pension assets and liabilities to a Novelis plan or
retain them in the Alcan plans.
b) In the U.K., the sponsorship of the Alusuisse Holdings U.K. Ltd Pension
Plan was transferred from Alcan to Novelis. Employees who transferred
from British Alcan Aluminium plc to Novelis continue to
participate in the British Alcan Retirement Income Plan in 2005 and the
contribution required to fund their additional service shall be paid by
Novelis.
c) In Switzerland, employees who transferred from Alcan to
Novelis continue to participate in the Alcan retirement schemes in 2005 and
the contribution required to fund their additional service shall be paid by
Novelis.
The benefit
obligation at December 31, 2004 of pension benefits and other benefits of
$11,384 and $1,050, respectively included $550 and $115 of pension and other
benefit obligations, respectively, that were transferred to Novelis on January
6, 2005, as part of the spin-off of Novelis described in note 5 - Spin-off of
Rolled Products Businesses. The market value of plan assets at December 31,
2004 of pension benefits of $8,468 included $290 that was transferred to
Novelis. In addition, certain entities of Novelis, prior to the spin-off,
participated in defined benefit pension plans in Canada, the U.S., the U.K.,
and Switzerland managed by Alcan. Included in the net periodic benefit cost
for the quarter ended March 31, 2004 are $8 and $2 of pension and other
benefits, respectively, related to Novelis. The expected contribution of $206
to funded pension plans in 2005 includes $14 to be paid by Novelis. The
expected payment of $74 of unfunded pension benefits and lump sum indemnities
in 2005 includes $7 to be paid by Novelis.
In conducting
its business, the Company uses various derivative and non-derivative
instruments, including forward contracts, swaps and options, to manage the
risks arising from fluctuations in exchange rates, interest rates, aluminum
prices and other commodity prices. Generally, such instruments are used for
risk management purposes only. The Company is the counterparty to a number of
such contracts with the businesses spun-off to Novelis. In 2004, these
contracts represented intercompany balances and transactions and were
eliminated in the consolidated financial statements. Subsequent to the
spin-off of Novelis, these contracts represent third party balances and transactions and
they have been included in the relevant disclosures below. Also, the Company's interest rate swaps and electricity derivatives
outstanding as at December 31, 2004 were transferred to Novelis at the time of
the spin-off.
19. FINANCIAL INSTRUMENTS
(cont'd)
Derivatives − Currency
The Company
enters into forward currency contracts and options that are designated as
hedges of certain identifiable foreign currency revenue and operating cost
exposures. Foreign currency forward contracts and swaps are also used to
hedge certain foreign currency denominated debt and intercompany foreign
currency denominated loans.
March 31, 2005
December 31,
2004
Financial
Instrument
Hedge
Fair Value
Fair Value
Forward
exchange contracts
Future firm net operating cash flows
4
(62)
Forward
exchange contracts
To swap intercompany foreign currency denominated
loans to US$, € and CHF
(3)
(5)
Forward
exchange contracts
To hedge € net equity investment
(119)
(167)
Forward
exchange contracts
Future commitments (1)
3
5
Currency
options
Future US$ sales against €
and £
9
15
Forward
exchange contracts
To swap CAN$ commercial paper borrowings to US$
6
31
Cross
currency interest swap
To swap US$ third party borrowings to KRW
-
(8)
Cross
currency interest swap
To swap € 21 million medium term notes to
£14 million
1
2
Embedded
derivatives
(1)
-
(1)
Mainly Australian dollar, principally for the expansion of the Gove
alumina refinery in Australia.
Derivatives and Commodity Contracts - Aluminum
Depending on
supply and market conditions, as well as for logistical reasons, the Company may sell primary metal to third parties and may purchase primary and
secondary aluminum on the open market to meet its fabricated products
requirements. In addition, the Company may hedge certain commitments arising
from pricing arrangements with some of its customers and the effects of price
fluctuations on inventories. The Company may also hold for trading purposes
physical metal purchase and sales contracts with third parties.
Through the
use of forward purchase and sales contracts and options, the Company seeks to
limit the negative impact of low metal prices.
March 31,
2005
December 31, 2004
Financial Instrument
Forward contracts (principally forward sales contracts in 2005 and 2004)
and physical trading contracts
Maturing principally in years
2005 to 2006
2005 to 2006
Fair value
(98)
(104)
Forward fixed price agreements
Maturing principally in years
2005 to 2006
-
Fair value
(76)
-
Call options purchased
Maturing principally in years
2005
2005
Fair value
29
36
Call options sold
Maturing principally in years
2005
2005
Fair value
(29)
(10)
Embedded derivatives
Maturing principally in years
2005
2005
Fair value
1
(10)
20. DIFFERENCES BETWEEN UNITED STATES AND CANADIAN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
The
following material adjustments to the unaudited consolidated financial
statements would be required to conform with accounting principles generally
accepted in Canada (Canadian GAAP). Except as described below, information on
the nature of these adjustments is described in note 35 of the Company's 2004
annual report.
Recently
Adopted Accounting Standards
Consolidation
of Variable Interest Entities
In 2004,
the Company early adopted CICA guideline AcG-15, Consolidation of Variable
Interest Entities. The guideline provides guidance as to when to apply
consolidation principles to certain entities that are subject to control on a
basis other than ownership of voting shares and thus determining when an
enterprise includes the assets, liabilities and results of activities of such
an entity (a variable interest entity) in its consolidated financial
statements. The adoption of this guideline has the same impact as the
adoption of FIN 46 under U.S. GAAP.
Hedging
Relationships
On January 1,
2004, the Company adopted the CICA guideline AcG-13,
Hedging Relationships,
which establishes certain conditions regarding when hedge accounting may be
applied. Each hedging relationship is subject to an effectiveness test on a
regular basis for reasonable assurance that it is and will continue to be
effective. The fair value of derivatives is recorded on the balance sheet and
any derivative instrument that does not qualify for hedge accounting is
reported on a mark-to-market basis in earnings.
Generally Accepted Accounting Principles
On January 1, 2004, the Company adopted the new standard of the CICA, Section
1100, Generally Accepted Accounting Principles. This standard establishes
accounting standards for financial reporting in accordance with Canadian
GAAP. It defines primary sources of Canadian GAAP and requires that the
Company apply every relevant primary source.
General Standards of Financial Statement Presentation
On January 1, 2004, the Company adopted the CICA Section 1400, General
Standards of Financial Statement Presentation. This standard clarifies what
constitutes fair presentation in accordance with Canadian GAAP, which involves
providing sufficient information in a clear and understandable manner about
certain transactions or events of such size, nature and incidence that their
disclosure is necessary to understand the Company's financial statements.
Stock-Based Compensation and Other Stock-Based Payments
On January 1, 2004, the Company retroactively adopted the provisions of the
amendment to Section 3870, Stock-Based Compensation and Other Stock-Based
Payments. The amendment requires the recognition of an expense computed using
the fair value method.
The adoption of
this amendment has the same impact as the adoption of the fair value method of
accounting for stock-based compensation under U.S. GAAP.
Asset
Retirement Obligations
On January 1,
2004, the Company retroactively adopted the new standard of the CICA, Section
3110, Asset Retirement Obligations. The adoption of this standard has the
same impact as the adoption of SFAS No. 143 under U.S. GAAP.
20. DIFFERENCES BETWEEN UNITED STATES AND CANADIAN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
(cont'd)
Reconciliation of U.S. and Canadian GAAP
Three
months ended March 31
2005
2004
As
reported
Ref.
Amount
Canadian
GAAP
As
reported
Ref.
Amount
Canadian
GAAP
Statement of Income
Sales and operating revenues
5,172
(g)
3
5,175
6,005
(g)
(8)
5,997
Cost and expenses
Cost of
sales and operating expenses
4,084
(a)
7
4,036
4,958
(a)
(7)
4,889
excluding
depreciation and
(g)
(55)
(g)
(62)
amortization noted below
Depreciation and amortization
272
(f)
1
299
336
(f)
1
363
(g)
26
(g)
26
Selling,
administrative and general
expenses
379
(g)
2
381
395
(g)
1
396
Research
and development expenses
49
-
49
61
-
61
Interest
85
(g)
4
89
93
(g)
3
96
Other
expenses (income) - net
25
(a)
(3)
4
(2)
(a)
(3)
(5)
(g)
(18)
4,894
(36)
4,858
5,841
(41)
5,800
Income
from continuing operations before
income
taxes and other items
278
39
317
164
33
197
Income
taxes
98
(a)
(2)
111
41
(a)
2
52
(g)
15
(g)
9
Income
from continuing operations
before other items
180
26
206
123
22
145
Equity
income
29
(g)
(29)
-
16
(g)
(15)
1
Minority
interests
(1)
-
(1)
(6)
-
(6)
Income
from continuing operations
208
(3)
205
133
7
140
Income (Loss) from
discontinued operations
10
-
10
(27)
-
(27)
Net income
218
(3)
215
106
7
113
Dividends
on preference shares
2
-
2
2
-
2
Net income attributable to
common shareholders
216
(3)
213
104
7
111
(a)
Derivatives
(b)
Currency translation
(c)
Investments
(d)
Minimum pension liability
(e)
Deferred translation adjustments
(f)
Acquired in-process research and development
(g)
Joint ventures
20. DIFFERENCES BETWEEN UNITED STATES AND
CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
(cont'd)
Earnings Per Share - Canadian GAAP
hree
months ended March 31
2005
2004
Earnings
(Loss) Per Share
Basic:
Income from
continuing operations
0.55
0.38
Income
(Loss) from discontinued operations
0.02
(0.07)
Net
income per common share - basic
0.57
0.31
Diluted:
Income from
continuing operations
0.55
0.37
Income
(Loss) from discontinued operations
0.02
(0.07)
Net
income per common share - diluted
0.57
0.30
Consolidated Statement of Retained Earnings
- Canadian GAAP
Three months ended March 31
2005
2004
Retained
earnings -
beginning of period
3,379
3,350
Net
income
215
113
Spin-off
of Novelis
(274)
Dividends
Common
(56)
(55)
Preference
(2)
(2)
Retained
earnings -
end of period
3,262
3,406
20. DIFFERENCES BETWEEN UNITED STATES AND CANADIAN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
(cont'd)
Reconciliation of U.S. and Canadian GAAP
(cont'd)
March
31, 2005
December
31, 2004
As
reported
Ref.
Amount
Canadian
GAAP
As
reported
Ref.
Amount
Canadian
GAAP
Balance Sheet
Current assets
Cash and time
deposits
205
(g)
52
257
184
(g)
53
237
Trade
receivables
2,865
(g)
20
2,885
3,232
(g)
(133)
3,099
Other
receivables
1,234
(a)
134
1,272
(a)
103
1,449
(g)
70
1,438
(g)
74
Deferred
income taxes
199
(a)
(36)
163
214
(a)
(34)
180
Inventories
2,840
(g)
131
2,971
4,029
(g)
153
4,182
Current
assets held for sale
403
-
403
817
-
817
Total
current assets
7,746
371
8,117
9,748
216
9,964
Deferred
charges and other assets
2,497
(a)
40
989
2,877
(a)
21
1,272
(c)
(6)
(c)
(8)
(g)
(1,542)
(g)
(1,618)
Deferred
income taxes
728
-
728
870
(g)
3
873
Property,
plant and equipment
Cost
(excluding Construction work
in progress)
15,826
(g)
1,474
17,300
21,922
(g)
2,343
24,265
Construction work in progress
586
(g)
13
599
816
(g)
16
832
Accumulated depreciation
(5,611)
(g)
(617)
(6,228)
(9,445)
(g)
(1,180)
(10,625)
10,801
870
11,671
13,293
1,179
14,472
Intangible
assets, net of accumulated
amortization
1,086
(a)
4
990
1,230
(a)
4
1,105
(d)
(244)
(d)
(253)
(f)
45
(f)
46
(g)
99
(g)
78
Goodwill
5,116
(g)
850
5,966
5,496
(g)
837
6,333
Long-term
assets for sale
138
-
138
163
-
163
Total assets
28,112
487
28,599
33,677
505
34,182
Current liabilities
Payables and
accrued liabilities
4,747
(a)
(9)
4,858
5,800
(a)
(11)
5,853
(g)
120
(g)
64
Short-term
borrowings
354
(g)
1
355
2,486
-
2,486
Debt maturing
within one year
409
(g)
99
508
569
(g)
81
650
Deferred
income taxes
6
-
6
23
(a)
(2)
27
(g)
6
Current
liabilities of operations held for sale
570
-
570
714
-
714
Total current liabilities
6,086
211
6,297
9,592
138
9,730
20. DIFFERENCES BETWEEN UNITED STATES AND CANADIAN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
(cont'd)
Reconciliation of U.S. and Canadian GAAP
(cont'd)
March
31, 2005
December
31, 2004
As
reported
Ref.
Amount
Canadian
GAAP
As
reported
Ref.
Amount
Canadian
GAAP
Debt not
maturing within one year
5,971
(g)
140
6,111
6,345
(g)
198
6,543
Deferred
credits and other liabilities
4,401
(a)
18
3,450
4,975
(a)
21
4,033
(d)
(1,002)
(d)
(1,036)
(g)
33
(g)
73
Deferred
income taxes
1,279
(a)
31
1,701
1,543
(a)
9
2,005
(d)
219
(d)
233
(f)
15
(f)
16
(g)
157
(g)
204
Long-term
liabilities of operations
held
for sale
52
-
52
260
-
260
Minority
interests
96
-
96
236
-
236
Shareholders' equity
Redeemable
non-retractable
preference shares
160
-
160
160
-
160
Common
shareholders' equity:
Common
shares
6,098
-
6,098
6,670
-
6,670
Additional
paid-in capital
689
-
689
112
-
112
Retained
earnings
3,241
(a)
33
3,262
3,362
(a)
42
3,379
(b)
(42)
(b)
(55)
(f)
30
(f)
30
Common
shares held by a subsidiary
(31)
-
(31)
(35)
-
(35)
Deferred
translation adjustments
-
(a)
(28)
714
-
(a)
(29)
1,089
(b)
42
(b)
55
(e)
700
(e)
1,063
Accumulated other
comprehensive income
70
(a)
97
-
457
(a)
64
-
(c)
(6)
(c)
(8)
(d)
539
(d)
550
(e)
(700)
(e)
(1,063)
10,067
665
10,732
10,566
649
11,215
10,227
665
10,892
10,726
649
11,375
Total
liabilities and shareholders' equity
28,112
487
28,599
33,677
505
34,182
21.
PRIOR YEAR AMOUNTS
Certain prior year amounts have been
reclassified to conform with current period presentation.
On April 1,
2005, the Company announced the sale of its aluminum tubes business to its
current management team and 21 Centrale Partners, an investment fund
specialized in high potential mid-size industrial companies. The sale
consists of three plants located in Saumur (France), Kolin (Czech Republic)
and Cividate al Piano (Italy). In divesting this business the Company is
continuing its strategy to direct its investments into markets with higher
expected growth rates. In the second quarter of 2005, these businesses will be included in discontinued operations.
On April 18, 2005, the Companny
announced its acquisition of the tobacco packaging interests of CM Printing
Sdn Bhd in Malaysia. Located at Rawang, Alcan Packaging Malaysia Sdn Bhd will
incorporate modern equipment and infrastructure to further complement Alcan
Packaging's existing tobacco and flexibles printing capability in South-East
Asia.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Prior period information has been restated to reflect the reclassification of certain businesses as discontinued
operations.
All prior year amounts in this report include Alcan's former rolled products
business, which was spun-off on 6 January 2005.
Overview
The company
reported first quarter income from continuing operations of $208 or $0.56 per
common share, up from $133 or $0.36 per common share a year earlier and a loss
of $337 or $0.92 per share in the fourth quarter of 2004. The improvement over
the year-ago quarter reflected higher aluminum prices, better pricing and mix as
well as contributions from synergies, a smaller charge for Other Specified Items
(OSIs) and a higher gain from foreign currency balance sheet translation. These
benefits were partially offset by the negative impact of the weaker U.S. dollar,
higher costs for energy and raw materials and the impact of the rolled products
business spin-off. The improvement over the fourth quarter of 2004 reflected
higher aluminum prices, improved volumes and better pricing and mix, foreign
currency balance sheet translation gains and a smaller charge for OSIs which more
than offset increased costs for energy and raw materials and the impact of the
rolled products business spin-off. The terms "Other Specified Items" and
"foreign currency balance sheet translation" are defined under "Definitions" at
the end of Management's Discussion and Analysis.
Income from continuing operations
for the first quarter of 2005 included a primarily non-cash, after-tax gain of
$30, or $0.08 per common share, for the effects of foreign currency balance
sheet translation, compared to an after-tax gain of $9, or $0.03 per common
share, in the year-ago quarter and an after-tax loss of $102, or $0.28 per
common share, in the fourth quarter of 2004. The gain in the first quarter of
2005 is due to the strengthening of the U.S. dollar, principally against the
Canadian dollar. Although these effects are primarily non-cash in nature, they
can have a significant impact on the company's net income. Also included in
income from continuing operations for the first quarter was a net after-tax
charge of $45, or $0.12 per common share, for OSIs, as compared to a net
after-tax charge of $64, or $0.18 per common share, in the corresponding period
of 2004 and a net after-tax charge of $346, or $0.94 per common share, in the
fourth quarter of 2004.
(US$
millions, except where indicated)
First
Quarter
Fourth
Quarter
2004
2005
2004
Sales &
operating revenues
5,172
6,005
6,518
Shipments (thousands of tonnes)
Ingot
products*
745
493
549
Aluminum
used in engineered products & packaging
312
371
341
Subtotal
1,057
864
890
Rolled
products
-
668
695
Total
aluminum volume
1,057
1,532
1,585
Ingot
product realizations (US$ per tonne)
2,015
1,790
2,021
Average
London Metal Exchange 3-month price (US$ per tonne)
1,887
1,666
1,814
Included in income from continuing
operations are:
Foreign
currency balance sheet translation
30
9
(102)
Other
Specified Items (OSIs)
(45)
(64)
(346)
Income
(Loss) from continuing operations
208
133
(337)
Income
(Loss) from discontinued operations
10
(27)
(9)
Net income
(Loss)
218
106
(346)
Earnings
(Loss) per common share (US$ per common share)
Income
(Loss) from continuing operations
0.56
0.36
(0.92)
Net income
(Loss)
0.58
0.29
(0.94)
Average
number of common shares outstanding (millions)
370.0
367.1
369.4
* Includes primary and secondary ingot and
scrap aluminum.
Prior period information includes Novelis but
has been restated to reflect the reclassification of certain businesses as
discontinued operations.
The principal items included in
OSIs in the first quarter produced a net after-tax charge of $45 compared to a
net after-tax charge of $64 in the year ago quarter. The principal items
included in OSIs in the first quarter of 2005 were non-cash tax charges of $27
mainly related to 2005 restructurings necessary to complete the spin-off of
Novelis, expenses of $24 related to the spin-off of Novelis, a favourable
adjustment of $8 related to an insurance claim at the Ravenswood facility and
synergy costs of $7. The most significant item in OSIs in the year-ago first
quarter was a one-time purchase accounting adjustment of $56 related to the
Pechiney inventory revaluation. OSIs in the fourth quarter of 2004 included a
goodwill impairment charge of $154, an asset impairment charge of $65 related to
two rolling mills in Italy, purchase accounting and related adjustments of $45,
expenses of $31 related to the spin-off of Novelis and synergy costs of $32.
Purchase accounting for the Pechiney acquisition was finalized during the fourth
quarter of 2004. OSIs are detailed in the table below.
(US$ millions)
First Quarter
Fourth
Quarter
2004
2005
2004
Other Specified Items
Synergy costs
(7)
(8)
(32)
Restructuring charges
(3)
(5)
(14)
Asset impairment
-
-
(65)
Goodwill impairments
-
-
(154)
Gains from non-routine
sales of assets, businesses and
Investments
1
5
3
Tax adjustments
(27)
3
10
Novelis costs
(24)
-
(31)
Legal and environmental
provisions
-
-
(6)
Pechiney financing-related
losses
-
(2)
-
Purchase accounting and
related adjustments
-
(56)
(45)
Insurance recovery
8
-
-
Other
7
(1)
(12)
Other Specified Items
(45)
(64)
(346)
Prior period
information includes Novelis but has been restated to reflect the
reclassification of certain businesses as discontinued operations.
Continuing Operations
Sales and
operating revenues were $5.2 billion in the first quarter, down $0.8 billion
from the year-ago quarter reflecting the spin-off of the rolled products
business on January 6, 2005. Excluding the impact of the spin-off of the rolled
products business, sales and operating revenues increased mainly due to higher
prices, improved volumes and the stronger euro. Revenues were down $1.3 billion
from the fourth quarter of 2004, reflecting the inclusion of the rolled products
businesses in the prior quarter. Excluding the impact of the spin-off, sales
and operating revenues increased due to higher LME prices.
Total aluminum
volume, at 1,057 thousand tonnes (kt), was down 475kt from a year earlier and
528kt from the fourth quarter of 2004 due to spin-off of the rolled products
businesses on 6 January 2005. The increase in ingot product shipments in the
first quarter mainly reflects volumes sold to Novelis that were previously
classified as inter-company sales.
Ingot product
realizations, at $2,015 per tonne, were $225 per tonne higher than in the
year-ago quarter and $6 per tonne lower than in the fourth quarter. Local
market premia remain at historically high levels.
Income from
continuing operations for the first quarter of 2005 included a pre-tax gain of
$2, or $0.01 per common share after tax, arising from the marking to market of
derivatives as compared to a pre-tax loss of $2, or nil per common share after
tax, in the year-ago quarter, and a pre-tax loss of $24, or $0.09 per common
share after tax, in the fourth quarter of 2004.
Results for the
first quarter of 2005 included non-cash pre-tax expenses of $5 for stock options
as compared to $2 in the year-ago quarter and $4 in the fourth quarter of 2004.
For the first
quarter, the average number of common shares outstanding was 370.0 compared to
367.1 in the comparable year-ago quarter and 369.4 in the fourth quarter of
2004. As at March 31, 2005, there were 370.1 shares outstanding.
Synergies
Included in
income from continuing operations for the first quarter were pre-tax synergy
benefits of about $60 associated with the integration of Pechiney. On a
cumulative basis, realized savings have reached $125 since the program began at
the start of 2004. The annualized synergy run-rate at the end of the first
quarter of 2005 was $232, well on track to reach the total target of $360 by
year end.
Discontinued
Operations
The results of
discontinued operations in the first quarter of 2005 include the Pechiney
Électrométallurgie (PEM) ferroalloy business, most of the company's interest in
Aluminium de Grèce (AdG) which was sold in March 2005 as well as the copper
trading activities and certain non-core engineered products operations.
Collectively, discontinued operations recorded an after-tax gain of $10 in the
first quarter. In the year-ago first quarter, discontinued operations recorded
an after-tax loss of $27, with no after-tax impact from mark-to-market
adjustments on derivatives. In the fourth quarter of 2004, discontinued
operations recorded an after-tax loss of $9, which included an after-tax
mark-to-market loss on derivatives of $6.
After including
the results of discontinued operations, the company reported net income of $218,
or $0.58 per common share, compared to net income of $106, or $0.29 per common
share, a year earlier, and a loss of $346, or $0.94 per common share, in the
fourth quarter of 2004.
Operating Segment Review
The term
"Business Group Profit" (BGP) is defined under "Definitions" at the end of
Management's Discussion and Analysis. Financial information for individual
business groups includes the results of certain joint ventures on a
proportionately consolidated basis, which is consistent with the way the
business groups are managed. However, the BGP of these joint ventures is
removed from total BGP for the company and the net after-tax results are
reported as equity income.
The change in
the fair market value of derivatives has been removed from individual business
group results and is shown on a separate line within total BGP. This
presentation provides a more accurate portrayal of underlying business group
results and is in line with the company's portfolio approach to risk
management.
(US$ millions)
First Quarter
Fourth Quarter
2005
2004
2004
Business Group Profit (BGP)
Bauxite and Alumina
97
88
122
Primary Metal
431
378
295
Engineered Products
115
106
91
Packaging
154
168
157
Equity accounted joint venture eliminations
(74)
(53)
(83)
Change in fair market value of derivatives
(3)
-
(26)
Subtotal
720
687
556
Novelis entities
-
164
145
720
851
701
Corporate Items
Intersegment, corporate offices and other
(85)
(258)
(368)
Depreciation and amortization
(272)
(336)
(355)
Interest
(85)
(93)
(93)
Income taxes
(98)
(41)
(75)
Equity income
29
16
8
Minority interests
(1)
(6)
(1)
Goodwill impairment
-
-
(154)
Income (Loss) from continuing operations
208
133
(337)
Prior period information
includes Novelis but has been restated to reflect the reclassification of
certain businesses as discontinued operations.
On 6 January 2005, Alcan completed
the spin-off of its rolled products business, now named Novelis Inc.
Prior-period business group information has been retroactively adjusted to
reflect the impact of the transaction.
Bauxite and
Alumina:
BGP for the first quarter was $97, up $9 from the year-ago quarter. This
improvement mainly reflected benefits from higher alumina prices, partially
offset by lower shipment volumes and higher energy and maritime freight costs.
Compared to the fourth quarter of 2004, BGP decreased $25. The favourable
impact of balance sheet translation and the benefits of higher prices for LME
linked alumina contracts were more than offset by reduced spot sales, the
disposition of a favourable alumina contract with the sale of AdG and lower
shipment volumes. Continuing strong metal prices and higher expected shipments
should provide support for similar results in the second quarter of 2005.
Primary Metal:
BGP for the first quarter was $431, an increase of $53 from the year-ago
quarter. The year-over-year improvement mainly reflects the benefits from
higher metal price realizations and an improved product mix, offset in part by
the adverse impact of the weaker U.S. dollar on operating costs, higher costs
for certain raw materials, including energy, and the impact of the Arvida
Soderberg shutdown, which was completed in April 2004. On a sequential quarter
basis, BGP increased by $136. Benefits from higher metal price realizations,
improved product mix, balance sheet translation effects and lower operating
costs were slightly offset by higher costs for alumina and energy and lower
smelter equipment sales. Results for the second quarter are expected to remain
firm, as higher raw material and operating costs are offset by benefits from higher shipment volumes.
Engineered
Products:
BGP for the first quarter was $115, up $9 from the year-ago quarter. Higher
aerospace volumes, synergies from the Pechiney acquisition and lower operating
costs resulting from restructuring activities in 2004 more than offset higher
costs for energy and fuel-related inputs. Compared to the fourth quarter of
2004, which was affected by seasonal slowing, BGP improved by $24 due to strong
performances from the extrusion, aerospace, composite, and cable businesses.
With business conditions expected to remain supportive in the second quarter,
results should be in line with the group's first-quarter performance.
Packaging:
BGP for the first quarter was $154, down $14 from the comparable year-ago
quarter. Results reflected the impact of higher raw material prices, which
have increased sharply since mid-2004, and a generally softer business
environment in Europe. Increased raw material costs have been
partly offset by price pass-throughs, the achievement of merger synergies in
excess of target and favourable currency exchange movements. Compared with the
fourth quarter, results were little changed as a seasonal pick-up in demand was
offset by margin pressure from raw materials. While market conditions in Europe
continue to be soft, results for the second quarter should benefit
from an increase in food flexible volumes in Europe and North America, continued
progress on the pass-through of higher raw material costs and benefits from the
ongoing realization of merger synergies.
Change in fair
market value of derivatives:
For the first quarter of 2005, BGP included mark-to-market losses of $3 and
Intersegment, corporate offices and other included a gain of $5. The company
uses derivatives to hedge specific, underlying exposures which will offset these
largely non-cash, mark-to-market losses over time.
Reconciliation to Net Income
The
Intersegment, corporate offices and other expense category includes the
elimination of profits on intersegment sales of aluminum, corporate head office
costs as well as other non-operating items. In the first quarter of 2005,
non-operating items were $22 and were related to Novelis spin-off costs and
synergy costs, partially offset by insurance recoveries and a non-recurring
exchange gain.
Depreciation
and amortization expenses, at $272, were $64 lower than in the year-ago quarter
and $83 lower than in the prior quarter primarily reflecting the impact of the
rolled products business spin-off.
Interest
expense, at $85 in the first quarter, was $8 lower than in both the prior-year
quarter and fourth quarter of 2004, reflecting the reduced level of debt after
the rolled products business spin-off.
Investments in
entities over which Alcan has significant influence but not control are
accounted for using the equity method. Equity income was $29 in the first
quarter, $13 higher than in the year-ago quarter, and $21 higher than in the
fourth quarter of 2004.
The Company's
effective tax rate on income from continuing operations was 35% for the
quarter. Increasing the effective tax rate were non-cash tax charges of $27
mainly related to 2005 restructurings necessary to complete the spin-off of
Novelis (included in OSIs), partially offset by the impact of a weakening in the
Canadian dollar.
Liquidity and Capital Resources
Operating
Activities
Financing
Activities
The term "Debt as a percentage of
invested capital" is defined under "Definitions" at the end of Management's
Discussion and Analysis.
Debt as a percentage of invested
capital at March 31, 2005 was 40%, down from 46% at the end of the fourth
quarter and 48% at the end of the prior-year quarter. The decline in the debt
ratio is due to the reduction of debt resulting from the rolled products
business spin-off.
Debt as a
Percentage of Invested Capital
(US$
millions)
31 March
31 December
2005
2004
2004
Debt
Short-term
borrowings
354
1,472
2,486
Debt
maturing within one year
409
198
569
Debt not
maturing within one year
5,971
7,901
6,345
Debt of
operations held for sale
18
2
5
Total debt
6,752
9,573
9,405
Equity
Minority
interests
96
182
236
Redeemable
non-retractable preference shares
160
160
160
Common
shareholders' equity
10,067
10,165
10,566
Total equity
10,323
10,507
10,962
Total
invested capital
17,075
20,080
20,367
Debt as a
percent of invested capital (%)
40%
48%
46%
Investment
Activities
Liquidity
Alcan has access to $3.1 billion of committed credit facilities, which are used
primarily to support Alcan's commercial paper programs. As at the date of this
report, 10 May 2005, Alcan has $1.8 billion of commercial paper outstanding, and
as a result, the unused portion of the credit facilities was $1.3 billion The
Company believes that the cash from continuing operations together with
available credit facilities will be more than sufficient to meet the cash
requirements of operations, planned capital expenditures, dividends and any
short-term debt refinancing requirements. In addition, the Company believes that
its ability to access global capital markets, considering its investment grade
credit rating, provides any additional liquidity that may be required to meet
unforeseen events. During 2004 and for the first quarter of 2005, Standard &
Poor's Rating Services maintained its rating on Alcan's long-term debt at A- and
its rating on short-term debt at A2. Ratings from Moody's Investors Services
were Baa1 and P2, respectively.
Contractual
Obligations
The Company has future obligations under various contracts relating to debt
payments, capital and operating leases, long-term purchase arrangements,
pensions and other post-employment benefits, and guarantees. The table below
provides a summary of these contractual obligations (based on undiscounted
future cash flows) as at March 31, 2005. There are no material off-balance
sheet arrangements.
Contractual
Obligations
(in
millions of US$)
Payments due by period
Total
Less than 1
year
1 - 3 years
3 - 5 years
More than 5
years
Long-term
debt (1)
6,380
409
883
1,802
3,286
Capital
lease obligations
21
3
6
4
8
Operating
leases
319
62
115
61
81
Purchase
obligations
6,171
686
759
744
3,982
Unfunded
pension plans (3)
2,322
67
136
140
1,979
Other
post-employment benefits (3)
2,327
64
130
142
1,991
Funded
pension plans (3) (4)
(4)
192
392
404
(4)
Guarantees
(2)
8
8
-
-
-
Total
1,491
2,421
3,297
(1)
Refer
to note 10, Long-Term Debt, of the accompanying financial statements.
(2)
Refer
to note 15, Commitments and Contingencies, of the accompanying financial
statements.
(3)
Refer
to note 18, Post-Retirement Benefits, of the accompanying financial statements.
(4)
Pension
funding generally includes the contribution required to finance the annual
service cost, except where the plan is largely overfunded, and amortization of
unfunded liabilities over periods of 15 years, with larger payments made over
the initial period where required by pension legislation. Contributions depend
on actual returns on pension assets and on deviations from other economic and
demographic actuarial assumptions. Based on management's long-term expected
return on assets, annual contributions for years after 2009 are projected to be
in the same range as in prior years and to grow in relation with payroll.
Selected Annual Information
Selected unaudited financial data for each of the company's three most
recently completed financial years is as follows:
31 December
(US$ millions, unless otherwise noted)
2004
2003
2002
Sales and operating revenues
24,885
13,850
12,483
Income from continuing operations
252
262
421
Net income (Loss)
258
64
(348)
Total assets
33,677
31,948
17,761
Total long-term debt
6,914
7,778
3,369
(US$ per common share)
Income from continuing operations per share - basic and diluted
0.67
0.79
1.29
Net income (Loss) per share - basic and diluted
0.69
0.18
(1.10)
Dividends per common share
0.60
0.60
0.60
Selected
Quarterly Information
Selected unaudited financial data for each of the company's eight most recently
completed quarters is as follows:
(US$ millions, unless otherwise noted)
Q1-05
Q4-04
Q3-04
Q2-04
Q1-04
Q4-03
Q3-03
Q2-03
Sales and operating revenues
5,172
6,518
6,169
6,193
6,005
3,567
3,529
3,505
Income (Loss) from continuing operations
208
(337)
171
285
133
115
108
23
Net income (Loss)
218
(346)
167
331
106
96
87
(92)
(US$ per common share)
Income (Loss) from continuing operations per share - basic
0.56
(0.92)
0.46
0.77
0.36
0.36
0.32
0.07
Income (Loss) from continuing operations per share - diluted
0.56
(0.91)
0.46
0.77
0.35
0.36
0.32
0.07
Net income (Loss) per share - basic
0.58
(0.94)
0.45
0.89
0.29
0.30
0.26
(0.29)
Net income (Loss) per share - diluted
0.58
(0.93)
0.45
0.89
0.28
0.30
0.26
(0.29)
Commitments and
Contingencies
The company's
commitments and contingencies are described in note 15 to the Consolidated
Financial Statements.
Related Party Transactions
The only related party transactions are those with the joint ventures accounted
for under the equity method. These transactions are undertaken on an arm's
length, negotiated basis. For more details, refer to note 13 to the Consolidated
Financial Statements
in the most recent form 10-K.
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; property, plant and
equipment; goodwill; income taxes; and business combinations. 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 judgements, 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 note 3 to the
Consolidated Financial Statements and Management's Discussion and Analysis,
contained in the most recent Form 10-K.
Reconciliation
of Canadian to U.S. GAAP
A reconciliation of Alcan's Consolidated
Statement of Income and Consolidated Balance Sheet between U.S. GAAP and
Canadian GAAP is contained in note 20 to the Consolidated Financial Statements. The
impact of material differences is discussed below.
First Quarter
First Quarter
GAAP
2005
2004
(US$ per common share)
Cdn
U.S.
Cdn
U.S.
Income from continuing operations per share - basic
0.55
0.56
0.38
0.36
Net income per share - basic
0.57
0.58
0.31
0.29
Net
income
per common share under Canadian GAAP was $0.57
compared to $0.58 under U.S. GAAP for the quarter ended March 31, 2005. The
difference relates principally to accounting for derivatives. For the quarter
ended March 31, 2004, net
income
per common share under Canadian GAAP was $0.31
compared
to $0.29 under U.S. GAAP. The principal reason for the difference was
derivatives. The differences in net income had no material impact on the
discussion of results of operations for the periods presented.
Joint Ventures
The major ongoing difference between U.S. GAAP and Canadian GAAP deals with the accounting
for joint ventures. Under U.S. GAAP, joint ventures, other than those over
which Alcan has an undivided interest in the assets, are accounted for using the
equity method while under Canadian GAAP, joint ventures are accounted for using
the proportionate consolidation method. This different accounting treatment
affects only the display and classification of financial statement items and has
no impact on net income or shareholders' equity. This difference had no
material impact on the discussion of the results of operations. The major
impact of the difference in accounting treatment on the balance sheet was to
increase operating working capital from continuing operations at March 31, 2005
by $101
($30
at December 31, 2004) under Canadian GAAP compared to U.S. GAAP. Under Canadian
GAAP, net property, plant and equipment at March 31, 2005 was $870
higher than under U.S. GAAP ($1,179
at December 31, 2004). Under Canadian GAAP, goodwill was higher by $850
at March 31, 2005 ($837
at December 31, 2004). Under Canadian GAAP, deferred charges and other assets
(which include investments accounted for under the equity method) were $1,542
lower ($1,618
at December 31, 2004) as compared to U.S. GAAP.
Debt as a
percentage of invested capital as at March 31, 2005 and December 31, 2004 was
the same under Canadian GAAP as under U.S. GAAP. For the quarter ended March
31, 2005, interest expense under Canadian GAAP was higher than under U.S. GAAP
by $4
compared to $3
for the quarter ended March 31, 2004.
Accounting for
Derivatives
Beginning in
2004, Canadian GAAP is aligned with U.S. GAAP with respect to the criteria to be
met for hedge accounting. For certain derivatives as at December 31, 2003, that
do not qualify for hedge accounting in 2004 under Canadian GAAP but qualified
for hedge accounting prior to 2004 under Canadian GAAP but not under U.S. GAAP,
there will be an impact on the company's Canadian GAAP income for a transitional
period ending with the maturities of the derivatives. Under U.S. GAAP, these
derivatives had been marked-to-market prior to December 31, 2003.
In addition,
Canadian GAAP does not permit the recognition of embedded derivatives.
The impact of
the different accounting treatments for derivatives was to decrease net income
under Canadian GAAP by $2
for the quarter ended March 31, 2005 (increase of $8
to net income for the quarter ended March 31, 2004). This difference had no
material impact on the discussion of results for the periods presented.
In addition,
because Canadian GAAP does not have the concept of Other Comprehensive Income,
certain amounts related to cash flow hedges classified in shareholders' equity
on the balance sheet under U.S. GAAP were reclassified to various asset and
liability accounts under Canadian GAAP.
Minimum Pension Liability
Canadian GAAP
does not require the recognition of a minimum pension liability if the
accumulated benefit obligation exceeds the market value of plan assets. This
difference had no impact on net income but did result in shareholders' equity
under Canadian GAAP being higher by $539
at March 31, 2005 ($550
at December 31, 2004). At March 31, total assets were lower by $244
($253
at December 31, 2004) and total pension liabilities were lower by $1,002
($1,036
at December 31, 2004) under Canadian GAAP.
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.
Alcan undertakes no
obligation to release publicly the results of any future revisions it may make
to forward-looking statements to reflect events or circumstances after the date
of this report or to reflect the occurrence of unanticipated events.
Definitions
"Business Group
Profit" (BGP) comprises earnings before interest, income taxes, minority
interests, depreciation and amortization and excludes certain items, such as
corporate costs, restructuring costs (relating to major corporate-wide
acquisitions or initiatives), impairment and other special charges, and pension
actuarial gains, losses and other adjustments, that are not under the control of
the business groups or are not considered in the measurement of their
profitability. These items are generally managed by the Company's corporate
head office, which focuses on strategy development and oversees governance,
policy, legal, compliance, human resources and finance matters.
"Debt as a
percentage of invested capital" does not have a uniform definition. Because
other issuers may calculate debt as a percentage of invested capital
differently, Alcan's calculation may not be comparable to other companies'
calculations. The reconciliation presented earlier explains the calculation. The
figure is calculated by dividing borrowings by total invested capital. Total
invested capital is equal to the sum of borrowings and equity, including
minority interests. The company believes that debt as a percentage of invested
capital can be a useful measure of its financial leverage as it indicates the
extent to which it is financed by debt holders. The measure is widely used by
the investment community and credit rating agencies to assess the relative
amounts of capital put at risk by debt holders and equity investors.
"Foreign
currency balance sheet translation" effects largely arise from translating
monetary items (principally deferred income taxes and long-term liabilities)
denominated in Canadian and Australian dollars into U.S. dollars for reporting
purposes. Although these effects are primarily non-cash in nature, they can
have a significant impact on the company's net income.
"Free cash flow" consists of cash from
operating activities in continuing operations less capital expenditures and
dividends. Management believes that free cash flow is relevant to investors as
it provides a measure of the cash generated internally that is available for
investment opportunities and debt service.
"GAAP" means
generally accepted accounting principles.
"Other
Specified Items" (OSIs) 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
reassessments related to prior years and the effects of changes in income tax
rates; and other items that, in Alcan's view, do not typify normal operating
activities.
"Synergy
run-rate" is the annualized rate of savings resulting from actions taken to
date.
All tonnages
are stated in metric tonnes, equivalent to 2,204.6 pounds.
All figures are
unaudited.
Additional
information on Alcan is available on the company's website at www.alcan.com and
the company's regulatory filings can be viewed on the Canadian Securities
Administrators' site at www.sedar.com and on the U.S. Securities and Exchange
Commission's site at www.sec.gov. All website addresses contained in this
report are textual references and information from referenced websites is not
incorporated by reference into this report. The number of common shares
outstanding as at May 10, 2005 is 370,145,350.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
(in millions of US$, except LME prices)
Changes in
interest rates, foreign exchange rates and the market price of aluminum are
among the factors that can impact the Company's cash flow. See risk factors
on page 4 of the Company's annual report on Form 10-K for the year ended
December 31, 2004.
Interest Rates
The impact of a 10% increase in interest rates
on the Company's variable rate debt outstanding at March 31, 2005 net of its
invested surplus cash and time deposits at March 31, 2005 would be to reduce
net income for a 12-month period by $3. The fixed rate debt will be held to
maturity and the Company does not intend to refinance its fixed rate debt
prior to maturity. Transactions in interest rate financial instruments for
which there is no underlying interest rate exposure to the Company are
prohibited. For accounting policies for interest rate swaps used to hedge
interest costs on certain debt, see note 3 - Summary of Significant Accounting
Policies on page 61 of the Company's annual report.
Currency Derivatives
The schedule below presents fair value
information and contract terms relevant to determining future cash flows
categorized by expected maturity dates of the Company's currency derivatives
(principally forward and option contracts) outstanding as at March 31, 2005.
Total
Nominal
Fair
(In US$ millions,
except contract rates)
2005
2006
2007
2008
2009
2010
Amount
Value
FORWARD CONTRACTS
To
purchase USD against the foreign currency
CHF
Nominal
amount
34
14
-
-
-
-
48
(2)
Average
contract rate
1.214
1.250
-
-
-
-
GBP
Nominal
amount
33
6
-
-
-
-
39
(1)
Average
contract rate
0.550
0.570
-
-
-
-
JPY
Nominal
amount
3
-
-
-
-
-
3
-
Average
contract rate
106.9
-
-
-
-
-
Other
Nominal
amount
2
-
-
-
-
-
2
-
To sell USD against the foreign currency
AUD
Nominal
amount
23
-
-
-
-
-
23
-
Average
contract rate
1.300
-
-
-
-
-
GBP
Nominal
amount
83
3
-
-
-
-
86
-
Average
contract rate
0.530
0.540
-
-
-
-
EUR
Nominal
amount
194
51
22
-
-
-
267
29
Average
contract rate
0.850
0.960
0.830
-
-
-
CHF
Nominal
amount
5
1
-
-
-
-
6
-
Average
contract rate
1.143
1.313
-
-
-
-
Other
Nominal
amount
2
-
-
-
-
-
2
-
To sell EUR against the foreign currency
USD
Nominal
amount
447
1,262
24
9
-
-
1,742
(139)
Average
contract rate
1.265
1.200
1.222
1.090
-
-
CHF
Nominal
amount
29
22
-
-
-
-
51
(1)
Average
contract rate
1.517
1.495
-
-
-
-
Total
Nominal
Fair
(In US$ millions,
except contract rates)
2005
2006
2007
2008
2009
2010
Amount
Value
GBP
Nominal
amount
11
-
-
-
-
-
11
-
Average
contract rate
0.705
-
-
-
-
-
ZAR
Nominal
amount
14
1
-
-
-
-
15
-
Average
contract rate
8.105
8.043
-
-
-
-
To buy EUR against the foreign currency
GBP
Nominal
amount
36
9
-
-
-
-
45
(1)
Average
contract rate
0.708
0.715
-
-
-
-
AUD
Nominal
amount
7
-
-
-
-
-
7
-
Average
contract rate
1.768
-
-
-
-
-
CHF
Nominal
amount
5
-
-
-
-
-
5
1
Average
contract rate
1.523
-
-
-
-
-
JPY
Nominal
amount
6
-
-
-
-
-
6
-
Average
contract rate
136.5
-
-
-
-
-
Other
Nominal
amount
5
1
-
-
-
-
6
-
To sell
GBP against the foreign currency
CHF
Nominal
amount
2
-
-
-
-
-
2
-
Average
contract rate
2.223
-
-
-
-
-
To buy CHF
against the foreign currency
AUD
Nominal
amount
2
-
-
-
-
-
2
-
Average
contract rate
1.170
-
-
-
-
-
JPY
Nominal
amount
2
-
-
-
-
-
2
-
Average
contract rate
89.86
-
-
-
-
-
Other
Nominal
amount
1
-
-
-
-
-
1
-
To sell
CHF against the foreign currency
Other
Nominal
amount
3
-
-
-
-
-
3
-
OPTIONS
To sell USD against
the foreign currency
EUR
Nominal
amount
36
-
-
-
-
-
36
9
Average
contract rate
1.020
-
-
-
-
-
GBP
Nominal
amount
2
-
-
-
-
-
2
-
Average
contract rate
0.585
-
-
-
-
-
Any negative impact of currency movements on
the currency contracts that the Company has entered into to hedge identifiable
foreign currency commitments to purchase or sell goods and services, would be
offset by an equal and opposite favourable exchange impact on the commitments
being hedged. Transactions in currency related financial instruments for
which there is no underlying foreign currency exchange rate exposure to the
Company are prohibited. For accounting policies relating to currency
contracts, see note 3 - Summary of Significant Accounting Policies on page 61
of the Company's annual report.
Derivative Commodity Contracts
The effect of
a reduction of 10% in aluminum prices on the Company's aluminum forward and
options contracts outstanding at March 31, 2005 would be to increase net
income over the period ending December 2007 by approximately $131 ($92 in
2005, $34 in 2006 and $5 in 2007). These results reflect a 10% reduction from
the March 31, 2005, three-month LME aluminum closing price of $1,973 per tonne
and assume an equal 10% drop has occurred throughout the aluminum forward
price curve existing as at March 31, 2005. The Company's aluminum forward
contract positions, producing the above results, are entered into to hedge
anticipated future sales and future purchases of metal that are required for
firm sales and purchase commitments to fabricated products customers.
Consequently, any negative impact of movements in the price of aluminum on the
forward contracts would be offset by an equal and opposite impact on the sales
and purchases being hedged.
Transactions
in metal-related financial instruments for which there is no underlying metal
price exposure to the Company are prohibited, except for a small trading
portfolio of metal forwards not exceeding 24,000 tonnes, which is
marked-to-market.
Item 4.
Controls and Procedures
a)
Evaluation of Disclosure Controls and Procedures
As at March
31, 2005, an evaluation was carried out under the supervision and with the
participation of the Company's management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the design and operation of these disclosure controls and
procedures were effective.
b)
Changes in Internal Control Over Financial Reporting
Except as
otherwise discussed herein, there have been no changes in the Company's
internal control over financial reporting during the quarter ended March 31,
2005 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting. The Company
is evaluating the impact on its internal control over financial reporting of
the following matters and will assess the effectiveness of its internal
control over financial reporting in its Annual Report on Form 10-K for 2005.
During the
first quarter of 2005, the Company completed the spin-off of its rolled
products business to Novelis Inc. as described in Note 5 to the Financial
Statements for the quarter ended March 31, 2005. There have been consequent
changes to the Company's internal control over financial reporting as a result
of this. In addition, further changes will be made as the terms of certain
transitional service agreements between the Company and Novelis expire.
As previously disclosed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004, during the first quarter of 2005, the Company
corrected the deficiency in controls specified in such Annual Report by making
appropriate changes to the Company's documented accounting policies and
procedures for the allocation of goodwill to reporting units acquired in a
business combination.
Information called for by this Item is incorporated by reference to the first
paragraph of Note 15 of Item 1, Part I of this quarterly report on Form 10-Q.
The registrant has nothing
to report under these items.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Alcan was held on April 28, 2005. At the
Annual Meeting:
-
on a vote by show of hands, Messrs. Roland Berger, L. Denis Desautels,
Travis Engen, L. Yves Fortier, Jean-Paul Jacamon, William R. Loomis, Jr.,
Yves Mansion, H. Onno Ruding, Guy Saint-Pierre, Gerhard Schulmeyer, Paul M. Tellier
and Milton K. Wong, and Mrs. Christine Morin-Postel were elected as directors
of Alcan to serve until the close of the next annual meeting or until they
cease to hold office as such;
-
on a vote by show of hands, PricewaterhouseCoopers LLP was appointed as
Auditors to serve until the close of the next annual meeting;
-
on a vote by ballot, the resolution
re-confirming and amending the Shareholder Rights Plan was adopted, with
188,557,198 Shares voted for and 32,658,520 Shares voted against;
and
-
on a vote by ballot, the resolution
amending the Alcan Executive Share Option Plan was adopted, with 193,480,049
Shares voted for and 27,761,796 Shares voted against.
The registrant has nothing to report under this item.
(10.1) Amended Alcan Executive
Share Option Plan
(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.
(32.1)
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.
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: 10
May 2005
By:
/s/
Thomas J. Harrington
Thomas J. Harrington
Vice President and Controller
(A Duly Authorized Officer)
Exhibit
Number Description
(10.1) Amended Alcan Executive Share Option Plan
(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.
(32.1)
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.