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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.




 




 






TABLE OF CONTENTS

 




PART I.     FINANCIAL INFORMATION



Item
1.      Financial Statements


               

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




PART
II.    OTHER INFORMATION
    




Item 1.      Legal Proceedings



Items 2. and 3.




Item 4.     
Submission of Matters to a Vote of Security Holders




Item 5.      Other Information



Item 6.     
Exhibits




SIGNATURE



EXHIBIT INDEX




 



PART I. FINANCIAL INFORMATION
 





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



Item 1.


Financial Statements





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.












TABLE OF CONTENTS





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.

 





TABLE OF CONTENTS







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.


 





TABLE OF CONTENTS







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.







 




TABLE OF CONTENTS





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.







 




TABLE OF CONTENTS





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.






TABLE OF CONTENTS









 



ALCAN INC.





NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




March 31, 2005




(unaudited)




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



 








1.        
ACCOUNTING POLICIES



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.





TABLE OF CONTENTS








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




 





TABLE OF CONTENTS





 





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.





TABLE OF CONTENTS



 




 





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.






6.    RESTRUCTURING PROGRAMS



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.





TABLE OF CONTENTS








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.





TABLE OF CONTENTS








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.





TABLE OF CONTENTS








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.





TABLE OF CONTENTS






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




5
63



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





TABLE OF CONTENTS






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


 





TABLE OF CONTENTS







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.





TABLE OF CONTENTS





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). 


 




9.    INCOME TAXES


























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%).  



 





TABLE OF CONTENTS




 



10.   LONG-TERM DEBT


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)



12.   INVENTORIES



 
































































 




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





 




13.   SALE OF RECEIVABLES


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. 







TABLE OF CONTENTS








 



14.   SUPPLEMENTARY INFORMATION





























































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.





TABLE OF CONTENTS




 



16.   COMPREHENSIVE INCOME




 











































































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)


 



TABLE OF CONTENTS







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. 





TABLE OF CONTENTS






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. 




18.   POST-RETIREMENT BENEFITS



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.






TABLE OF CONTENTS









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. 




19.   FINANCIAL INSTRUMENTS 


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.





TABLE OF CONTENTS






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.




 





TABLE OF CONTENTS




 




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







 




TABLE OF CONTENTS




 




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



 





TABLE OF CONTENTS








 



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






TABLE OF CONTENTS








 



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.






22.   


SUBSEQUENT EVENTS
 


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.





TABLE OF CONTENTS









 



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


(In
millions of US$, except per share amounts, aluminum prices and as otherwise
stated)
 



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.



 





TABLE OF CONTENTS





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.





TABLE OF CONTENTS



 




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.






TABLE OF CONTENTS






 



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



Cash from operating
activities in continuing operations was negative $20 in the first quarter of
2005 compared to positive $270 a year earlier. The reduction in operating cash
flow largely reflected higher working capital levels due to an increase in trade
accounts receivable, which resulted from the partial termination of a
securitization program, and a reduction in trade accounts payable.  After
dividends of $58 and capital expenditures of $292, free cash flow from
continuing operations was negative $370 for the first quarter of 2005.  The term
"Free cash flow" is defined under "Definitions" at the end of Management's
Discussion and Analysis. In the year-ago quarter, after dividends of $59 and
capital expenditures of $252, free cash flow from continuing operations was
negative $41.  Capital expenditures for the quarter included $133 for the Gove
alumina refinery expansion, which is progressing according to schedule and on
budget, and $40 for the completion of the Alouette smelter expansion.  



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.




Approximately $2.6 billion of debt was repaid in the first quarter of 2005 using
the net proceeds from the spin-off of the rolled products business.



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




Capital expenditures during the first quarter of 2005 were $292 compared to $252
a year earlier. Capital expenditures were higher in the current year's quarter
as a result of the spending on the Gove alumina refinery expansion.  Capital
expenditures for the full year are expected to be above depreciation expense.
The spin-off of the rolled products business generated net proceeds of about
$2.6 billion which were used to repay debt.



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. 





TABLE OF CONTENTS







 



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







TABLE OF CONTENTS




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.



 





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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. 



 





TABLE OF CONTENTS





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. 





TABLE OF CONTENTS






 



"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.  







 




TABLE OF CONTENTS






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



-



-



-



-



 



 






 




TABLE OF CONTENTS



























































































































































































































































































































































































































































































































































































































































 



 



 



 



 



 



 



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. 





TABLE OF CONTENTS



 




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.







 




TABLE OF CONTENTS






PART II.  OTHER INFORMATION





Item 1.      Legal Proceedings




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.



Items 2. and 3.



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.


 






Item 5.      Other Information 




The registrant has nothing to report under this item. 






Item 6.      Exhibits




(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.






 




TABLE OF CONTENTS



SIGNATURE




 



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




 




                                                                                            ALCAN INC.




 




Dated: 10
May 2005                                                         



 





                                                                                      

By:


/s/ 
Thomas J. Harrington              





                                                                                           
Thomas J. Harrington




                                                                                           
Vice President and Controller




                                                                                           
(A Duly Authorized Officer)







 




TABLE OF CONTENTS







EXHIBIT INDEX




 




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.




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