1
================================================================================
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 JUNE 30, 2001
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 ____
At June 30, 2001, the registrant had 320,791,232 shares of common stock (without
nominal or par value) outstanding.
================================================================================
2
PART I - FINANCIAL INFORMATION
In this report, all dollar amounts are stated in U.S. dollars and all
quantities in metric tons, or tonnes, unless indicated otherwise. A tonne is
1,000 kilograms, or 2,204.6 pounds. The word "Company" refers to Alcan Inc. and,
where applicable, one or more consolidated subsidiaries.
Item 1. FINANCIAL STATEMENTS
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF INCOME
(unaudited)
- -------------------------------------------------------------------------------
<Table>
<Caption>
Second Quarter Six Months
Periods ended June 30 ------------------ -------------------
(in millions of US$, except per share amounts) 2001 2000 2001 2000
------ ------ ------ -------
REVENUES
Sales and operating revenues $3,162 $2,025 $6,432 $3,987
Other income 12 38 54 55
------ ------ ------ ------
3,174 2,063 6,486 4,042
------ ------ ------ ------
COSTS AND EXPENSES
Cost of sales and operating expenses 2,474 1,560 5,051 3,014
Depreciation and amortization 204 114 400 230
Selling, administrative and general expenses 138 89 271 178
Research and development expenses 34 16 67 33
Interest (note 11) 65 10 120 16
Other expenses (note 7) 66 34 174 54
------ ------ ------ ------
2,981 1,823 6,083 3,525
------ ------ ------ ------
Income before income taxes and other items 193 240 403 517
Income taxes (note 4) 101 88 159 192
------ ------ ------ ------
Income before other items 92 152 244 325
Equity income 1 - 3 -
Minority interests (1) 1 - 2
------ ------ ------ ------
NET INCOME BEFORE AMORTIZATION OF GOODWILL $ 92 $ 153 $ 247 $ 327
Amortization of goodwill 18 - 36 -
------ ------ ------ ------
NET INCOME $ 74 $ 153 $ 211 $ 327
Dividends on preference shares 2 3 4 5
------ ------ ------ ------
NET INCOME ATTRIBUTABLE TO COMMON
SHAREHOLDERS $ 72 $ 150 $ 207 $ 322
------ ------ ------ ------
NET INCOME PER COMMON SHARE BEFORE AMORTIZATION
OF GOODWILL (BASIC AND DILUTED) (NOTE 2) $ 0.28 $ 0.70 $ 0.76 $ 1.48
Amortization of goodwill per common share 0.05 - 0.11 -
------ ------ ------ ------
NET INCOME PER COMMON SHARE (BASIC AND DILUTED)
(NOTES 2 AND 5) $ 0.23 $ 0.70 $ 0.65 $ 1.48
------ ------ ------ ------
DIVIDENDS PER COMMON SHARE $ 0.15 $ 0.15 $ 0.30 $ 0.30
------ ------ ------ ------
</Table>
The accompanying notes are an integral part of the interim financial statements.
2
3
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(unaudited)
- --------------------------------------------------------------------------------
Six months ended June 30
(in millions of US$) 2001 2000
------ ------
RETAINED EARNINGS - BEGINNING OF PERIOD $ 4,290 $ 4,227
Net income 211 327
Amount related to common shares purchased for
cancellation (note 13) - (109)
Dividends - Common (95) (65)
- Preference (4) (5)
------- -------
RETAINED EARNINGS - END OF PERIOD $ 4,402 $ 4,375
======= =======
</Table>
The accompanying notes are an integral part of the interim financial statements.
3
4
ALCAN INC.
INTERIM CONSOLIDATED BALANCE SHEET
(unaudited for 2001)
- --------------------------------------------------------------------------------
(in millions of US$) June 30, December 31,
2001 2000
--------- ------------
ASSETS
- ------
CURRENT ASSETS
Cash and time deposits $ 138 $ 261
------- -------
Receivables 2,242 2,280
Inventories - Aluminum operating segments
- Aluminum 976 1,034
- Raw materials 439 414
- Other supplies 273 268
------- -------
1,688 1,716
- Packaging operating segment 417 399
------- -------
2,105 2,115
------- -------
TOTAL CURRENT ASSETS 4,485 4,656
------- -------
Deferred charges and other assets 716 719
Property, plant and equipment
Cost (excluding Construction work in progress) 15,475 14,807
Construction work in progress 827 1,979
Accumulated depreciation (6,619) (6,753)
------- -------
9,683 10,033
------- -------
Intangible assets, net of accumulated amortization
of $16 in 2001 and $5 in 2000 303 330
Goodwill, net of accumulated amortization of $52
in 2001 and $17 in 2000 (note 9) 2,871 2,669
------- -------
Total assets $18,058 $18,407
======= =======
</Table>
The accompanying notes are an integral part of the interim financial statements.
4
5
ALCAN INC.
INTERIM CONSOLIDATED BALANCE SHEET (cont'd)
(unaudited for 2001)
- --------------------------------------------------------------------------------
<Table>
<Caption>
(in millions of US$, except per share amounts)
June 30, December 31,
2001 2000
----------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Payables $ 2,226 $ 2,427
Short-term borrowings 749 1,080
Debt maturing within one year 57 333
---------- ---------
3,032 3,840
---------- ---------
Debt not maturing within one year (note 10) 3,909 3,195
Deferred credits and other liabilities 825 874
Deferred income taxes 1,148 1,227
Minority interests 148 244
SHAREHOLDERS' EQUITY
Redeemable non-retractable preference shares 160 160
Common shareholders' equity
Common shares 4,654 4,597
Retained earnings 4,402 4,290
Deferred translation adjustments (220) (20)
--------- ---------
8,836 8,867
--------- ---------
8,996 9,027
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 18,058 $ 18,407
========= =========
COMMON SHAREHOLDERS' EQUITY PER COMMON SHARE $ 27.54 $ 27.89
--------- ---------
RATIO OF TOTAL BORROWINGS TO EQUITY 34:66 33:67
--------- ---------
</Table>
The accompanying notes are an integral part of the interim financial statements.
5
6
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
- --------------------------------------------------------------------------------
Periods ended June 30 Second Quarter Six months
(in millions of US$) ---------------- ----------------
2001 2000 2001 2000
---- ----- ---- ----
OPERATING ACTIVITIES
Net income $ 74 $ 153 $ 211 $ 327
Adjustments to determine cash from
operating activities:
Depreciation and amortization 222 114 436 230
Deferred income taxes 17 31 (10) 65
Equity income - net of dividends - 1 (2) 1
Change in operating working capital
Change in receivables 33 (113) 38 (169)
Change in inventories 51 7 10 (32)
Change in payables (154) 121 (201) 147
Change in operating working capital due to:
Deferred translation adjustments (29) (11) (84) (29)
Acquisitions, disposals and
consolidations/deconsolidations (58) (44) (58) (44)
----- ----- ----- -----
(157) (40) (295) (127)
Change in deferred charges, other assets,
deferred credits and other liabilities - net 36 30 (77) 30
Loss (gain) on sales of businesses - net 32 (10) 122 (10)
Other - net 15 (13) 10 (14)
----- ----- ----- -----
CASH FROM OPERATING ACTIVITIES $ 239 $ 266 $ 395 $ 502
----- ----- ----- -----
The accompanying notes are an integral part of the interim financial statements.
6
7
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd)
(unaudited)
- -------------------------------------------------------------------------------
<Table>
<Caption>
Periods ended June 30 Second Quarter Six months
(in millions of US$) -------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
FINANCING ACTIVITIES
New debt $ 584 $ 1 $ 1,819 $ 1
Debt repayments (316) (159) (1,306) (270)
----- ----- ------- -----
268 (158) 513 (269)
Short-term borrowings - net (525) 409 (274) 399
Common shares purchased for cancellation - (133) - (133)
Common shares issued 44 3 57 16
Dividends - Alcan shareholders (including preference) (49) (35) (99) (70)
- Minority interests (1) - (1) -
----- ----- ------- -----
CASH FROM (USED FOR) FINANCING ACTIVITIES (263) 86 196 (57)
----- ----- ------- -----
INVESTMENT ACTIVITIES
Property, plant and equipment (253) (349) (497) (647)
Business acquisitions (22) (200) (401) (200)
Net proceeds from disposal of businesses,
investments and other assets 194 170 194 173
----- ----- ------- -----
CASH USED FOR INVESTMENT ACTIVITIES (81) (379) (704) (674)
----- ----- ------- -----
Effect of exchange rate changes
on cash and time deposits (2) (2) (10) (3)
----- ----- ------- -----
DECREASE IN CASH AND TIME DEPOSITS (107) (29) (123) (232)
Cash of companies consolidated - 5 - 5
Cash and time deposits - beginning of period 245 112 261 315
----- ----- ------- -----
Cash and time deposits - end of period $ 138 $ 88 $ 138 $ 88
===== ===== ======= =====
</Table>
The accompanying notes are an integral part of the interim financial statements.
7
8
ALCAN INC.
INTERIM INFORMATION BY OPERATING SEGMENT
(unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
Periods ended June 30
(in millions of US$)
Second Quarter Six Months
------------------- -------------------
2001 2000 2001 2000
------ ------ ------ ------
SALES AND OPERATING REVENUES - INTERSEGMENT
Primary Metal $ 579 $ 371 $1,206 $ 790
Aluminum Fabrication, Americas and Asia 48 18 97 42
Aluminum Fabrication, Europe 41 61 134 137
Packaging 17 14 34 28
Intersegment and other items (685) (464) (1,471) (997)
------ ------ ------ ------
$ - $ - $ - $ -
====== ====== ====== ======
<Table>
<Caption>
Second Quarter Six Months
------------------- -------------------
2001 2000 2001 2000
------ ------ ------ ------
SALES AND OPERATING REVENUES - THIRD PARTIES
Primary Metal $ 704 $ 430 $1,420 $ 886
Aluminum Fabrication, Americas and Asia 979 1,024 1,985 1,956
Aluminum Fabrication, Europe 753 401 1,554 796
Packaging 720 164 1,461 337
Other 6 6 12 12
------ ------ ------ ------
$3,162 $2,025 $6,432 $3,987
====== ====== ====== ======
<Table>
<Caption>
Second Quarter Six Months
------------------- -------------------
2001 2000 2001 2000
------ ------- ------ ------
EBITDA
Primary Metal $ 287 $ 214 $ 637 $ 502
Aluminum Fabrication, Americas and Asia 79 80 171 154
Aluminum Fabrication, Europe 60 31 125 77
Packaging 92 4 178 16
------ ------ ------ ------
EBITDA from operating segments 518 329 1,111 749
Depreciation and amortization (204) (114) (400) (230)
Intersegment and other items* (37) 47 (153) 38
Corporate office (18) (12) (32) (24)
Interest (65) (10) (120) (16)
Income taxes (101) (88) (159) (192)
Minority interest (1) 1 - 2
------ ------ ------ ------
NET INCOME BEFORE AMORTIZATION OF GOODWILL $ 92 $ 153 $ 247 $ 327
------ ------ ------ ------
NET INCOME AFTER AMORTIZATION OF GOODWILL $ 74 $ 153 $ 211 $ 327
====== ====== ====== ======
* Included in Intersegment and other items is a pre-tax loss on the sale of the
Jamaican bauxite and alumina operations of $33 in the second quarter of 2001;
$123 for six months, 2001.
8
9
ALCAN INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
(in millions of US$, except per share amounts)
1. ACCOUNTING POLICIES
The unaudited interim consolidated financial statements are based upon
accounting policies and methods of their application consistent with those
used and described in our annual financial statements, except for the
accounting change described in note 2. The interim financial statements do
not include all of the financial statement disclosures included in the
annual financial statements prepared in accordance with Canadian generally
accepted accounting principles (GAAP) and therefore should be read in
conjunction with the most recent annual financial statements.
- --------------------------------------------------------------------------------
2. ACCOUNTING CHANGE
In the first quarter of 2001, the Company adopted the new recommendations
of the Canadian Institute of Chartered Accountants dealing with earnings
per share. The standard requires the disclosure of the calculation of basic
and diluted earnings per share and the use of the treasury stock method for
calculating the dilutive impact of stock options. There was no impact on
the diluted net income per common share, both before and after amortization
of goodwill, for each period presented.
- --------------------------------------------------------------------------------
3. RECONCILIATION OF CANADIAN AND U.S. GAAP
Differences relate principally to accounting for foreign currency
translation, derivatives and "available for sale" securities.
Beginning in 2001, the Company is required to adopt, for supplementary U.S.
GAAP reporting purposes only, Financial Accounting Standards Board (FASB)
Statements 133 and 138. These standards require that all derivatives be
recorded in the financial statements and valued at market. However, the
Company has elected not to adopt the FASB's optional hedge accounting
provisions. Accordingly, for U.S. GAAP reporting purposes only, beginning
in 2001, unrealized gains and losses resulting from the valuation of
derivatives at market value are recognized in net income as the gains and
losses arise and not concurrently with the recognition of the transactions
being hedged. In its primary Canadian GAAP financial statements, the
Company continues to recognize the gains and losses on derivative contracts
in income concurrently with the recognition of the transactions being
hedged.
Upon initial adoption of the FASB standards in the first quarter of 2001,
the cumulative effect of the accounting change results in a decrease in net
income of $12.
9
10
3. RECONCILIATION OF CANADIAN AND U.S. GAAP (cont'd)
Second Quarter Six Months
----------------------------------- ------------------------------------
2001 2000 2001 2000
------------- -------------- -------------- --------------
$ per $ per $ per $ per
Common Common Common Common
$ Share $ Share $ Share $ Share
--- ----- --- ------ --- ------ --- ------
Net income - as reported 74 153 211 327
Differences due to:
Foreign currency translation - (1) (2) (4)
Valuation of derivatives 15 - (34) -
Other 5 - 5 -
--- --- --- ---
Net income from continuing
operations before cumulative effect
of accounting change - U.S. GAAP 94 152 180 323
Cumulative effect on prior years of
accounting change - - (12) -
--- --- --- ---
Net income - U.S. GAAP 94 152 168 323
--- --- --- ---
Net income attributable to common
shareholders - as reported 72 0.23 150 0.70 207 0.65 322 1.48
--- ---- --- ---- --- ---- --- ----
Net income attributable to common
shareholders from continuing
operations before cumulative
effect of accounting change
- U.S. GAAP 92 0.29 149 0.69 176 0.55 318 1.46
--- ---- --- ---- --- ---- --- ----
Net income attributable to common
shareholders - U.S. GAAP 92 0.29 149 0.69 164 0.51 318 1.46
--- ---- --- ---- --- ---- --- ----
</Table>
<Table>
<Caption>
Second Quarter
---------------------------------------------------------------------
2001 2000
------------------------------------ -----------------------------
As reported U.S. GAAP As reported U.S. GAAP
----------- --------- ----------- ---------
Deferred charges and
other assets - June 30 $ 716 $ 721 $ 514 $ 521
Payables - June 30 $2,226 $2,288 $1,415 $1,415
Deferred income taxes - June 30 $1,148 $1,123 $ 798 $ 798
Retained earnings - June 30 $4,402 $4,393 $4,375 $4,417
Deferred translation adjustments (DTA) - June 30 $ (220) $ (277) $ (94) $ (150)
</Table>
<Table>
<Caption>
Second Quarter Six Months
----------------------------- -----------------------------
2001 2000 2001 2000
-------------- ------------ ------------ -----------
Comprehensive income (U.S. GAAP only)
Net income $ 94 $ 152 $ 168 $ 323
Net change in deferred translation adjustments (60) 13 (201) (18)
Net change in market value of
available-for-sale securities 12 4 11 2
------ ------ ------ -----
Comprehensive income $ 46 $ 169 $ (22) $ 307
====== ====== ====== =====
</Table>
10
11
3. RECONCILIATION OF CANADIAN AND U.S. GAAP (cont'd)
Six Months
----------------
2001 2000
----- -----
Accumulated other comprehensive income (U.S. GAAP only)
Accumulated other comprehensive income - beginning of year $ (61) $(113)
Change in deferred translation adjustments (201) (18)
Change in excess of market value over book value of
available-for-sale securities 11 2
----- -----
Accumulated other comprehensive income - June 30 $(251) $(129)
===== =====
- --------------------------------------------------------------------------------
4. INCOME TAXES
Second Quarter Six Months
------------------- ------------------
2001 2000 2001 2000
---- ---- ---- ----
Current $ 84 $ 57 $169 $127
Deferred 17 31 (10) 65
---- ---- ---- ----
$101 $ 88 $159 $192
==== ==== ==== ====
The composite of the applicable statutory corporate income tax rates in
Canada is 40.1% (40.3% for 2000). The difference between income taxes
calculated at the composite rate and the amounts shown as reported is
primarily attributable to lower tax rates in foreign jurisdictions and
reduced rate or tax-exempt items, partially offset by unrecorded tax
benefits on losses. In 2000, the difference is primarily attributable to
investment and other allowances, reduced rate or tax-exempt items and the
currency revaluation of deferred income taxes.
- --------------------------------------------------------------------------------
5. NET INCOME PER COMMON SHARE
Net income per common share is based on the average number of shares
outstanding during the period (second quarter 2001: 319.7 million; 2000:
217.8 million; six months 2001: 319.0 million; 2000: 218.1 million).
As at June 30, 2001, there were 320,791,232 common shares outstanding.
The following table outlines the calculation of basic and diluted net income
per common share.
Second Quarter Six Months
------------------- -----------------
2001 2000 2001 2000
----- ----- ---- ----
Numerator for basic and diluted net income
per common share $ 72 $ 150 $ 207 $ 322
===== ===== ===== =====
Denominator:
Denominator for basic net income per
common share - weighted average of
outstanding shares (in millions) 320 218 319 218
Effect of dilutive stock options (in millions) 1 - 1 1
--- ----- ---- -----
Denominator for diluted net income per
common share - adjusted weighted average
of outstanding shares (in millions) 321 218 320 219
===== ===== ===== =====
Net income per common share (basic and
diluted) $0.23 $0.70 $0.65 $1.48
===== ===== ===== =====
11
12
6. SUPPLEMENTARY INFORMATION
<Table>
<Caption>
STATEMENT OF CASH FLOWS Second Quarter Six Months
----------------------- ----------------- ----------------
2001 2000 2001 2000
---- ---- ---- ----
Interest paid $ 98 $ 34 $161 $ 60
Income taxes paid $126 $ 96 $159 $115
</Table>
- -------------------------------------------------------------------------------
7. SALE OF THE JAMAICAN OPERATIONS
Effective May 31, 2001, the Company completed the sale of its Jamaican
operations. Proceeds from the sale were $153. The total pre-tax loss on the
sale was $123 of which $90 was recorded as an impairment charge in the
first quarter in Other expenses.
- -------------------------------------------------------------------------------
8. SALE OF ASSETS PURSUANT TO THE EUROPEAN COMMISSION REQUIREMENTS RELATED
TO THE MERGER
The following transactions were completed in the second quarter of 2001 as
part of the divestment requirements imposed by the European Commission as a
condition to its approval of the merger between Alcan and Alusuisse Group
Ltd in October 2000.
o The Company sold its alumina specialties production plant,
Martinswerk, located in Bergheim, Germany.
o The Company sold a number of foil container manufacturing assets in
Spain and Germany.
o The Company sold its lithographic sheet production plant, Star Litho,
located in Bridgnorth, United Kingdom.
The Company received proceeds of approximately $35 from these sales.
- -------------------------------------------------------------------------------
9. ACQUISITION OF 30% OF GOVE ALUMINA REFINERY
In the first quarter of 2001, the Company acquired the remaining 30% of the
Gove alumina refinery and related bauxite mine at a cost of $379, subject
to certain post-closing adjustments. As a result of this transaction, the
Company now owns 100% of these assets. The acquisition is accounted for
using the purchase method of accounting. The purchase price was allocated
in the accounts based on the assigned fair values of the assets acquired
and liabilities assumed as follows:
<Table>
Working capital $ 17
Property, plant and equipment 172
----
189
Other liabilities - net 41
Long-term debt 1
----
42
----
Fair value of net assets $147
====
</Table>
The difference between the total purchase price and the net fair value of
all identifiable assets and liabilities acquired was $232 and is accounted
for as goodwill, which is being amortized over a period of 40 years using
the straight-line method of amortization.
12
13
10. LONG TERM DEBT
In the second quarter of 2001, the Company issued Euro 600 million of 5.5%
Euro notes due 2006.
During the first quarter of 2001, the Company issued $400 of 6.45%
debentures due 2011 and $400 of 7.25% debentures due 2031.
- --------------------------------------------------------------------------------
11. CAPITALIZATION OF INTEREST COSTS
Total interest costs in the second quarter and six months were $73 and $148
(2000: $28 and $50) respectively of which $8 and $28 (2000: $18 and $34)
were capitalized.
- --------------------------------------------------------------------------------
12. PRIOR PERIOD AMOUNTS
Certain prior period amounts have been reclassified to conform with the
2001 presentation.
- --------------------------------------------------------------------------------
13. SHARE REPURCHASE PROGRAM
Under a normal course issuer bid, which terminated on June 18, 2001, the
Company was authorized to repurchase up to 21,800,000 common shares,
representing approximately 10% of the outstanding shares. In the first six
months of 2001 and 2000, nil common shares and 4,300,000 common shares,
respectively, were purchased under this authorization.
In the opinion of management, all adjustments necessary for a fair presentation
of interim period results have been included in the financial statements. These
interim results are not necessarily indicative of results for the full year.
13
14
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company reports second quarter consolidated net income of US$74 million
compared to US$153 million in the second quarter of 2000 and US$137 million in
the first quarter of 2001. After preference share dividends, net income per
common share for the quarter was 23 cents compared to 70 cents a year earlier
and to 42 cents in the previous quarter.
Excluding non-operating items, net income for the quarter was US$105 million
(33 cents per share), compared to US$144 million 1 (66 cents per share) a year
earlier, and to US$190 million (59 cents per share) in the first quarter of
2001.
The results for the second quarter of 2001 included a net non-operating
after-tax charge of US$31 million (10 cents per share). This was comprised
mainly of a US$20 million charge (6 cents per share) for post-closing
adjustments related to the divestment of the Company's bauxite and alumina
operations in Jamaica, as well as an unfavourable adjustment of US$14 million
(4 cents per share) for the Canadian dollar deferred tax revaluation. The
year-ago quarter included a non-operating gain of US$9 million 1 (4 cents per
share), and the first quarter of 2001 included a net non-operating charge of
US$53 million (17 cents per share).
For the first six months of 2001, earnings per share were US$0.65 compared to
US$1.48 for the comparable period of 2000. Excluding non-operating items,
earnings per share were US$0.92 compared to US$1.44 during the first six months
of 2000.
The underlying performance of the operating businesses was positive in the
second quarter. Excluding the effect of non-operating items and external factors
such as currency fluctuations, metal prices and the economic contraction,
results from the Company's operations compared favourably to the previous
quarter.
Excluding non-operating items, net income per share decreased from US$0.59 in
the first quarter of 2001 to US$0.33 in the second quarter. The quarter-
to-quarter decline of US$0.26 per share resulted from the following:
o Approximately US$0.08 per share related to balance sheet foreign exchange
translations (see section on Foreign Exchange for additional information).
The first quarter included a translation gain of about US$0.04 per share,
whereas a translation loss of about US$0.04 per share was recorded in the
second quarter, which resulted in a US$0.08 per share decline when
comparing the results of the second quarter with the results of the first
quarter.
o Approximately US$0.08 per share related to the impact on Canadian income
taxes triggered by changes in the Canadian dollar to U.S. dollar exchange
rate, applied to U.S. dollar denominated borrowings in Canada under a
commercial paper program (see section on Foreign Exchange for additional
information). In the first quarter, the impact was a reduction in income
taxes, representing about US$0.04 per share. However, the impact in the
second quarter was an increase in income taxes for about US$0.04 per share.
This resulted in a US$0.08 per share decline when comparing the results of
the second quarter with the results of the first quarter.
o Approximately US$0.04 per share due to lower LME prices in the second
quarter compared to the first quarter.
o The remaining US$0.06 per share due to the net impact of the transition to
full production operation at the new smelter in Alma, Quebec, and to the
weaker economic conditions.
__________
1 Restated to include deferred tax revaluation.
14
15
While the accounting charges related to foreign exchange translation exposure
were significant in the second quarter, the Company's operating cash flow, at
US$239 million, compared well to the previous quarter.
Although the current economic environment poses a challenge, the Company remains
committed to the previously stated financial targets for 2002, of US$3 billion
in EBITDA and US$1.25 billion in free cash flow, and will consider additional
measures to ensure the achievement of its objective. In addition, the Company is
making good progress with the merger integration following its merger with
Alusuisse Group Ltd. ("algroup") and is now significantly ahead of schedule with
regard to the synergies of US$200 million.
With regard to operating earnings for the third quarter of 2001, the Company
expects lower metal prices and a challenging economic environment to essentially
offset expected operating gains. In the fourth quarter, results are expected to
benefit from improving economic conditions in North America, as well as ongoing
operating gains.
<Table>
<Caption>
(US$ millions, unless otherwise noted) Second Quarter Six Months First Quarter
------------------- -------------------- -------------
2001 2000 2001 2000 2001
---- ---- ---- ---- ----
SALES & OPERATING REVENUES 3,162 2,025 6,432 3,987 3,270
NET INCOME
Before amortization of goodwill 92 153 247 327 155
After amortization of goodwill 74 153 211 327 137
ECONOMIC VALUE ADDED (EVA)(R)
Excluding algroup purchase accounting adjustments 1 14 31 80 83 66
Including algroup purchase accounting adjustments 1 (110) N/A (157) N/A (47)
Shipments (thousands of tonnes)
Ingot products 2 328 204 624 397 296
Rolled products 493 476 1,012 914 519
Conversion of customer-owned metal 87 88 178 165 91
Aluminum used in engineered products & packaging 143 70 329 143 186
----- ----- ---- ----- -----
TOTAL ALUMINUM VOLUME 1,051 838 2,143 1,619 1,092
Ingot product realizations (US$ per tonne) 1,628 1,677 1,651 1,714 1,676
Rolled product realizations (US$ per tonne) 3 2,409 2,441 2,427 2,441 2,444
Average London Metal Exchange 3-month price 1,511 1,501 1,536 1,577 1,562
(US$ per tonne)
</Table>
1 Goodwill and asset revaluation related to the merger with algroup, as well as
depreciation and amortization thereon
2 Includes primary and secondary ingot and scrap, as well as shipments
resulting from metal trading activities
3 Excluding conversion of customer owned metal
15
16
Sales and operating revenues for the quarter were significantly higher than the
year-ago quarter, due mainly to the merger with algroup, which was completed in
October 2000. This also explains the increase in total aluminum volume over the
year-ago quarter. Compared to the preceding quarter, sales and operating
revenues decreased by 3% due mainly to lower metal prices.
Total aluminum volume was 1,051 thousand tonnes (kt) in the quarter, compared to
838 kt a year earlier and to 1,092 kt in the preceding quarter. This includes
shipments of ingot and rolled products, conversion of customer-owned metal, and
aluminum used in engineered products and packaging. Compared to the first
quarter of 2001, the decrease in total aluminum volume of about 4% was due
mainly to a timing difference between intercompany transfers and third-party
shipments and to the closure of the foil operations at Rogerstone, U.K.
Ingot products realizations of US$1,628 per tonne decreased by 3% from the
year-ago quarter against a 1% increase in the London Metal Exchange (LME) price,
due mainly to a less favourable sales mix. Ingot realizations decreased by 3%
from the previous quarter, in line with a 3% decline in the LME price.
Rolled products realizations of US$2,409 per tonne were 1% lower than in the
prior-year and the previous quarter.
For the quarter, EVA(R) excluding purchase accounting adjustments was
US$14 million. These adjustments relate to goodwill and asset revaluation
arising from the algroup merger. Including purchase accounting adjustments,
EVA was a negative US$110 million, representing a decrease of US$63 million
compared to the first quarter of 2001. The decline was due mainly to the
decrease in earnings from operations.
<Table>
<Caption>
OPERATING SEGMENT REVIEW
Second Quarter Six Months First Quarter
------------------- ------------------- -------------
(US$ millions) 2001 2000 2001 2000 2001
---- ---- ---- ---- ----
EBITDA
Primary Metal 287 214 637 502 350
Aluminum Fabrication, Americas and Asia 79 80 171 154 92
Aluminum Fabrication, Europe 60 31 125 77 65
Packaging 92 4 178 16 86
EBITDA FROM OPERATING SEGMENTS 518 329 1,111 749 593
Depreciation & amortization (204) (114) (400) (230) (196)
Intersector & other items (37) 47 (153) 38 (116)
Corporate offices (18) (12) (32) (24) (14)
Interest (65) (10) (120) (16) (55)
Income taxes (101) (88) (159) (192) (58)
Minority interest (1) 1 - 2 1
Net income
Before goodwill amortization 92 153 247 327 155
After goodwill amortization 74 153 211 327 137
</Table>
Second quarter EBITDA for Primary Metal, at US$287 million, increased by 34%
compared to the year-ago quarter, due mainly to higher shipments of ingot
products and to the merger with algroup. Compared to the preceding quarter,
EBITDA was 18% lower due mainly to exchange translation losses resulting from
16
17
stronger currencies in Canada and Australia, lower realizations per tonne of
metal and the sale of the bauxite and alumina operations in Jamaica, offset in
part by higher shipments of ingot products from the new Alma smelter.
For Aluminum Fabrication, Americas and Asia, EBITDA, at US$79 million, was in
line with the previous year. Compared to the preceding quarter, EBITDA decreased
by 14% due mainly to lower shipments of rolled products and to a timing lag on
purchases and sale of metal sheet products.
For Aluminum Fabrication, Europe, EBITDA, at US$60 million, was higher than in
the previous year due to increased rolled products shipments as well as higher
engineered products revenues following the merger with algroup. Compared to the
preceding quarter, EBITDA decreased by 8% as softer economic conditions and
a normal seasonal decline resulted in lower rolled product shipments
and engineered products revenues.
The Packaging group's EBITDA, at US$92 million, increased by US$88 million
compared to the previous year, as a result of the merger with algroup. EBITDA
was 7% higher than in the previous quarter, due mainly to lower than expected
rationalization charges in respect of the closure of foil operations at
Rogerstone in the U.K.
"Intersector and other items" includes the deferral or realization of profits on
intersector sales of metal, as well as other non-operating items. The second
quarter included a pre-tax charge of US$33 million, representing post-closing
adjustments related to the sale of the Company's bauxite and alumina operations
in Jamaica. The prior-year quarter included the realization of profits on
intersector sales of metal as ingot prices were decreasing. The previous quarter
included a pre-tax charge of US$90 million, representing a preliminary
write-down in the value of the Company's Jamaican operations, in anticipation of
an impending sale.
The effective income tax rate for the quarter was 52%. The increase from the
previous quarter is largely due to the strengthening Canadian dollar and
includes an unfavourable adjustment of US$14 million related to the currency
revaluation of Canadian dollar deferred tax balances. For the first six months
of 2001, excluding the currency revaluation of Canadian dollar deferred taxes
and the tax effect of the business disposal in Jamaica, the Company's effective
tax rate was 37%.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Cash generated from operating activities during the first half of 2001 was
US$395 million compared to US$502 million in the comparable period of 2000. The
decrease was caused mainly by an unfavourable change in operating working
capital of US$168 million, offset in part by higher cash generation.
FINANCING ACTIVITIES
Cash from (used for) financing activities in the first half of 2001 was US$196
million compared to US$(57) million in the same period in 2000. During the first
half of this year, total net debt raised was US$239 million. This includes the
issue of US$400 million of 6.45% debentures due 2011 and US$400 million of
7.25% debentures due 2031. The new debt was used mainly to purchase the
remaining 30% interest in the Gove alumina refinery and related bauxite mine,
and to fund the Alma smelter project. On 2 May 2001, the Company issued
Euro 600 million of 5.5% Euro notes due 2006. Net proceeds from the sale of
the Notes have been used to repay debt outstanding under bank credit facilities
and commercial paper borrowings. The debt:equity ratio at June 30, 2001
was 34:66, compared to 35:65 at the end of the first quarter, and 22:78 a year
ago. Interest expense was US$120 million during the first six months compared
to US$16
17
18
million a year earlier, mainly as a result of higher debt levels from the
prior year due largely to the merger with algroup and to the construction of the
new smelter in Alma, Quebec.
During the second quarter, Alcan did not repurchase any shares under its
existing normal course issuer bid, which terminated in June 2001.
INVESTMENT ACTIVITIES
Capital expenditures during the first half of 2001 were US$497 million compared
to US$647 million a year earlier. The most important project during the period
was the construction of the Alma Quebec aluminum smelter, which is expected to
be in full operation by September 1, 2001.
During the first quarter, the Company acquired the remaining 30% of the Gove
alumina refinery and related bauxite mine at a cost of US$379 million, subject
to certain post-closing adjustments. As a result of this transaction, the
Company owns 100% of these assets.
During the first six months, the Company completed the sale of its Jamaican
bauxite and alumina operations, which generated proceeds of US$153 million. In
addition, during the second quarter of 2001, the Company completed the
divestment requirements imposed by the European Commission in October 2000 as
a condition to its approval of the merger between Alcan and algroup. During the
first six months, Alcan received proceeds of approximately US$35 million from
these sales.
FOREIGN EXCHANGE
Exchange rate movements, particularly between the Canadian dollar and the U.S.
dollar, have an impact on Alcan's results. The most significant effects on
earnings from foreign currency fluctuations can be summarized as follows:
o On an annual basis, each US$0.01 permanent change in the value of
the Canadian dollar has an after-tax impact of approximately US$12 million
on the Company's profitability. This results from the Company's ongoing
Canadian dollar operating cost exposure. The Company benefits from a
weakening in the Canadian dollar, but, conversely, is disadvantaged if
it strengthens.
o The Company's deferred income tax liability in Canada is translated into
U.S. dollars at current rates, and the resultant exchange gains or losses
are included in income. Based on current Canadian dollar deferred tax
liabilities, the impact of a US$0.01 movement in the value of the Canadian
dollar on deferred income taxes is approximately US$7 million. A decrease
in the Canadian dollar represents a favourable effect, whereas an increase
results in an unfavourable impact.
o The Company's operations in Canada and Australia are considered to be
integrated foreign operations having the U.S. dollar as the functional
currency. The Company's net working capital liability in Canada and
Australia is translated into U.S. dollars at current rates and translation
gains and losses are included in income. Based on current Canadian and
Australian dollar net working capital liabilities, the impact of a US$0.01
movement in the value of the Canadian and Australian dollar on after-tax
income is approximately US$5 million and US$1 million, respectively. A
decrease in the Canadian and Australian dollar represents a favourable
effect, whereas an increase results in an unfavourable impact.
o The Company has borrowings outstanding in Canada under a U.S. dollar
denominated commercial paper program. This U.S. dollar liability is
translated in the Canadian accounts at current rates, and results in an
exchange gain or loss, as well as an increase or reduction in income taxes
in the Canadian accounts. However, in the Company's U.S. dollar accounts,
the effect on income taxes is recognized without any underlying U.S. dollar
gain or loss. Based on current U.S. dollar commercial paper borrowings, the
impact of a US$0.01 movement in the value of the Canadian dollar on income
taxes is
18
19
approximately US$4 million. A decrease in the Canadian dollar represents a
favourable effect, whereas an increase results in an unfavourable impact.
o Exchange movements between the Euro and the U.S. dollar have an
impact on the Company's results. It is estimated, based on the current
European earnings base, that each US$0.01 permanent change in the value of
the Euro has an annual after-tax translation impact of approximately US$3
million on profitability. The Company benefits from a strengthening of the
Euro, but, conversely, is disadvantaged if it weakens.
CURRENCY HEDGING OF AUSTRALIAN DOLLAR
At June 30, 2001, the Company has hedged $A974 million of its future Australian
dollar commitments in respect of its Australian dollar operating cost exposure,
through forward exchange contracts and options maturing over the next five
years.
CAUTIONARY STATEMENT
Readers are cautioned that forward looking statements contained in this
Management's Discussion and Analysis should be read in conjunction with
'Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995' at Exhibit No. 99.
19
20
PART II. OTHER INFORMATION
ITEMS 1. THROUGH 5.
The registrant has nothing to report under these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(99) Cautionary statement for purposes of the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act
of 1995. (Filed herewith)
(b) Reports on Form 8-K
No reports were filed during the quarter ended 30 June 2001.
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: August 13, 2001 By: /s/ Richard Genest
----------------------------
Richard Genest
Vice President and Controller
(A Duly Authorized Officer)
20
21
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
(99) Cautionary statement for purposes of the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act
of 1995. (Filed herewith.)
</Table>
21