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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, 2002
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. EmployerIdentification 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 March 31, 2002, the registrant had 321,104,209 shares of common stock
(without nominal or par value) outstanding.
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PART I - FINANCIAL INFORMATION
In this report, all dollar amounts are stated in U.S. dollars and all quantities
in metric tons, or tonnes, unless indicated otherwise. A tonne is 1,000
kilograms, or 2,204.6 pounds. The word "Company" refers to Alcan Inc. and, where
applicable, one or more consolidated subsidiaries.
ITEM 1. FINANCIAL STATEMENTS
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF INCOME
(unaudited)
THREE MONTHS ENDED MARCH 31
(in millions of US$, except per share amounts) 2002 2001
------ ------
(Restated - note 2)
SALES AND OPERATING REVENUES $2,937 $3,270
COSTS AND EXPENSES
Cost of sales and operating expenses 2,331 2,577
Depreciation and amortization 205 196
Selling, administrative and general expenses 139 133
Research and development expenses 28 33
Interest (note 11) 50 55
Restructuring, impairment and other special
charges (note 5) 14 --
Other (income) expenses - net (notes 2 and 9) 7 68
------ ------
2,774 3,062
------ ------
Income before income taxes and other items 163 208
Income taxes (note 7) 78 58
------ ------
Income before other items 85 150
Equity income 1 2
Minority interests -- 1
------ ------
NET INCOME BEFORE AMORTIZATION OF GOODWILL $ 86 $ 153
Amortization of goodwill (note 2) -- 18
------ ------
NET INCOME $ 86 $ 135
Dividends on preference shares 1 2
------ ------
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 85 $ 133
------ ------
NET INCOME PER COMMON SHARE BEFORE
AMORTIZATION OF GOODWILL - BASIC $ 0.26 $ 0.48
Amortization of goodwill per common share -- 0.06
------ ------
NET INCOME PER COMMON SHARE - BASIC (NOTE 3) $ 0.26 $ 0.42
------ ------
NET INCOME PER COMMON SHARE - DILUTED (NOTE 3) $ 0.26 $ 0.41
------ ------
DIVIDENDS PER COMMON SHARE $ 0.15 $ 0.15
------ ------
The accompanying notes are an integral part of the interim financial statements.
2
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(unaudited)
THREE MONTHS ENDED MARCH 31 (in millions of US$) 2002 2001
------ ------
RETAINED EARNINGS - BEGINNING OF PERIOD
As previously reported $4,095 $4,290
Accounting change (note 2) (21) (18)
------ ------
As restated 4,074 4,272
Net income 86 135
Dividends - Common (48) (48)
- Preference (1) (2)
------ ------
RETAINED EARNINGS - END OF PERIOD $4,111 $4,357
====== ======
The accompanying notes are an integral part of the interim financial statements.
3
ALCAN INC.
INTERIM CONSOLIDATED BALANCE SHEET
(unaudited for 2002)
(in millions of US$) MARCH 31, 2002 December 31, 2001
- -------------------- -------------- -----------------
(Restated - note 2)
ASSETS
- ------
CURRENT ASSETS
Cash and time deposits $ 96 $ 119
Trade receivables (net of allowances of $54 in
2002 and $52 in 2001) 1,301 1,216
Other receivables 435 532
Inventories - Aluminum operating segments
- Aluminum 870 875
- Raw materials 377 413
- Other supplies 271 269
------- -------
1,518 1,557
- Packaging operating segment 393 393
------- -------
1,911 1,950
------- -------
TOTAL CURRENT ASSETS 3,743 3,817
------- -------
Deferred charges and other assets 744 716
Property, plant and equipment
Cost (excluding Construction work in progress) 16,189 16,225
Construction work in progress 611 613
Accumulated depreciation (7,228) (7,136)
------- -------
9,572 9,702
------- -------
Intangible assets, net of accumulated amortization
of $33 in 2002 and $27 in 2001 293 298
Goodwill 2,930 2,925
------- -------
TOTAL ASSETS $17,282 $17,458
======= =======
The accompanying notes are an integral part of the interim financial statements.
4
ALCAN INC.
INTERIM CONSOLIDATED BALANCE SHEET (CONT'D)
(unaudited for 2002)
(in millions of US$, except per share amounts) MARCH 31, 2002 December 31, 2001
- ---------------------------------------------- -------------- -----------------
(Restated - note 2)
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Payables and accrued liabilities $ 2,229 $ 2,328
Short-term borrowings 410 555
Debt maturing within one year (note 9) 516 652
------- -------
3,155 3,535
------- -------
Debt not maturing within one year (note 9) 3,005 2,884
Deferred credits and other liabilities 1,161 1,131
Deferred income taxes 1,004 1,006
Minority interests 129 132
SHAREHOLDERS' EQUITY
Redeemable non-retractable preference shares 160 160
Common shareholders' equity
Common shares 4,693 4,687
Retained earnings 4,111 4,074
Deferred translation adjustments (136) (151)
------- -------
8,668 8,610
------- -------
8,828 8,770
------- -------
Commitments and contingencies (note 10)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $17,282 $17,458
======= =======
The accompanying notes are an integral part of the interim financial statements.
5
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED MARCH 31
(in millions of US$) 2002 2001
------ ------
(Restated - note 2)
OPERATING ACTIVITIES
Net income $ 86 $ 135
Adjustments to determine cash from
operating activities:
Depreciation and amortization 205 196
Amortization of goodwill -- 18
Deferred income taxes 3 (27)
Asset impairment provisions -- 90
Equity income - net of dividends (1) (2)
Change in operating working capital
Change in receivables 6 (53)
Change in inventories 32 (90)
Change in payables (92) 5
---- ----
(54) (138)
Change in deferred charges, other assets,
deferred credits and other liabilities - net 24 (111)
Other - net (5) (5)
---- ----
CASH FROM OPERATING ACTIVITIES $258 $156
==== ====
The accompanying notes are an integral part of the interim financial statements.
6
ALCAN INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
(unaudited)
THREE MONTHS ENDED MARCH 31
(in millions of US$) 2002 2001
- --------------------------- ------- -------
FINANCING ACTIVITIES
Net debt $ 131 $ 1,235
Debt repayments (171) (990)
------- -------
(40) 245
Short-term borrowings - net (127) 251
Common shares issued 6 13
Dividends - Alcan shareholders
(including preference) (49) (50)
- Minority interests (1) --
------- -------
CASH FROM (USED FOR) FINANCING ACTIVITIES (211) 459
------- -------
INVESTMENT ACTIVITIES
Property, plant and equipment (107) (244)
Business acquisitions -- (379)
Net proceeds from disposal of businesses,
investments and other assets 36 --
------- -------
CASH USED FOR INVESTMENT ACTIVITIES (71) (623)
------- -------
Effect of exchange rate changes on cash and
time deposits 1 (8)
------- -------
DECREASE IN CASH AND TIME DEPOSITS (23) (16)
Cash and time deposits - beginning of period 119 261
------- -------
Cash and time deposits - end of period $ 96 $ 245
======= =======
The accompanying notes are an integral part of the interim financial statements.
7
ALCAN INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(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 changes described in note 2. The interim financial statements do
not include all of the financial statement disclosures included in its 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 CHANGES
Goodwill and Other Intangible Assets
On January 1, 2002, the Company adopted the new recommendations of the
Canadian Institute of Chartered Accountants (CICA) concerning goodwill and
other intangible assets. Under this standard, goodwill and other intangible
assets with an indefinite life are no longer amortized but are carried at the
lower of carrying value and fair value. Goodwill and other intangible assets
with an indefinite life are to be tested for impairment on an annual basis.
The Company is conducting a review to determine whether, at January 1, 2002,
there is impairment in the remaining unamortized goodwill balance and the
review is expected to be completed in the second quarter of 2002. Any
impairment identified will be charged to opening retained earnings in 2002.
Any further impairment arising subsequent to January 1, 2002, will be taken
as a charge against income. As a result of the new standard, the Company no
longer amortizes goodwill. In the first quarter of 2001, the amount of
goodwill amortization was $18.
Business Combinations
As of January 1, 2002, the Company has adopted the new recommendations of the
CICA for business combinations. All business combinations are now required to
be accounted for under the purchase method.
Deferred Foreign Exchange Translation Gains and Losses
As of January 1, 2002, the Company no longer amortizes the exchange gains and
losses arising on the translation of long-term foreign currency denominated
monetary assets and liabilities that have a fixed or ascertainable life
extending beyond the end of the following fiscal year. These exchange gains
and losses are now absorbed in income immediately.
This standard has been applied retroactively and consequently, prior years'
financial statements have been restated. At December 31, 2001, Retained
earnings have been decreased by $21 (2000: $18) and Deferred charges and
other assets were reduced by $21 (2000: $18). In the first quarter of 2002,
an exchange loss of $2 (2001: $2), on the translation of long-term foreign
currency denominated assets and liabilities, has been included in Other
(income) expenses - net. The transfer of an unamortized exchange loss of $21
(2000: $18) to Retained earnings from Deferred charges and other assets
pertains to the long-term foreign currency denominated assets and liabilities
that existed at each year-end.
8
2. ACCOUNTING CHANGES (CONT'D)
Stock-based Compensation
On January 1,2002, the Company adopted the new recommendations of the CICA
relating to the measurement of stock options and other stock-based
compensation. This standard applies to awards granted after January 1, 2002
and is applied prospectively. Also, this standard encourages but does not
require that the fair value method be used for transactions with employees.
The method used by the Company is consistent with these new requirements;
therefore, the Company is continuing to account for stock options granted to
employees in the same manner as previously done. The Company will continue to
provide the required disclosures in connection with the fair value method in
its annual financial statements. Stock compensation arrangements that can be
settled in cash result in the recognition of compensation expense. If the
Company had elected to recognize compensation expense for the options using
the fair value method prescribed by this accounting standard, there would
have been no impact on net income and net income per common share (basic and
diluted) for the quarter ended March 31, 2002.
Hedging Relationships
Beginning in 2003, the Company will adopt the new CICA accounting guideline,
which establishes certain conditions for when hedge accounting may be
applied. The Company is studying the new guideline but has not yet determined
its impact.
3. NET INCOME PER COMMON SHARE
Net income per common share is based on the average number of shares
outstanding during the period (first quarter 2002 : 321.0 million; 2001 :
318.2 million). As at March 31, 2002, there were 321,104,209 (2001 :
318,451,344) common shares outstanding. The following table outlines the
calculation of basic and diluted net income per common share.
First Quarter
----------------
2002 2001
----- -----
Numerator for basic and diluted net income per
Common share:
Net income attributable to common
Shareholders (restated for 2001) $ 85 $ 133
===== =====
Denominator:
Denominator for basic net income per
common share - weighted average of
outstanding shares (in millions) 321 318
Effect of dilutive stock options (in millions) 2 2
----- -----
Denominator for diluted net income per
Common share - adjusted weighted average
of outstanding shares (in millions) 323 320
===== =====
Net income per common share - basic $0.26 $0.42
===== =====
Net income per common share - diluted $0.26 $0.41
===== =====
9
4. RECONCILIATION OF CANADIAN AND U.S. GAAP
Differences relate to accounting for foreign currency translation,
derivatives, post-retirement benefits and "available for sale" securities.
In 2001, the Company adopted the 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, 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 resulted in a decrease in net income of $12.
On January 1, 2002, the Company adopted FASB Statement 141, "Business
Combinations", and FASB Statement 142, "Goodwill and Other Intangible
Assets". Both statements are the same as recently issued Canadian accounting
standards except that any goodwill impairment identified as at January 1,
2002 will be charged to income as a cumulative effect of accounting change.
See note 2, Accounting Changes, for a description of the impact on the
Company.
Beginning in 2002, the Company adopted FASB Statement 144, "Accounting for
Impairment or Disposal of Long-lived Assets". This statement amends previous
accounting and disclosure requirements for impairments and disposals of
long-lived assets. The provisions of this new standard are generally to be
applied prospectively.
FASB has recently issued Statement 143, "Accounting for Asset Retirement
Obligations", which will be effective for the Company's fiscal year beginning
on January 1, 2003. The Company is studying this new standard but has not yet
determined its impact.
10
4. RECONCILIATION OF CANADIAN AND U.S. GAAP (CONT'D)
RECONCILIATION OF CANADIAN AND U.S. GAAP
First Quarter
-----------------------------------------------------
2002 2001 (restated)
------------------------ -------------------------
$ PER COMMON $ per Common
SHARE Share
$ (BASIC & DILUTED) $ (basic & diluted)
--- ----------------- --- -----------------
Net income - as reported 86 135
Differences due to:
Valuation of derivatives 67 (49)
---- ----
Net income from continuing
operations before cumulative effect
of accounting change - U.S. GAAP 153 86
Cumulative effect on prior years of
accounting change -- (12)
---- ----
Net income - U.S. GAAP 153 74
---- ----
Net income attributable to common
shareholders - as reported 85 0.26 133 0.42*
---- ---- ---- ----
Net income attributable to common
shareholders from continuing
operations before cumulative
effect of accounting change
- U.S. GAAP 152 0.47 84 0.26
---- ---- ---- ----
Net income attributable to common
shareholders - U.S. GAAP 152 0.47 72 0.22
---- ---- ---- ----
* Diluted net income per common share is $0.41
First Quarter
----------------------------------------------------
AS AT MARCH 31 2002 2001
--------------
-------------------------- ------------------------
As
AS U.S. GAAP reported U.S. GAAP
REPORTED ($) ($) ($)
($) (restated)
------------ ------------ ----------- -----------
Other receivables 435 456 460 460
Deferred charges and other assets 744 751 747 759
Intangible assets,
net of accumulated amortization 293 311 314 314
Payables 2,229 2,229 2,380 2,465
Deferred credits and other 1,161 1,394 823 823
Deferred income taxes 1,004 939 1,146 1,120
Retained earnings 4,111 4,174 4,357 4,348
Deferred translation adjustments (136) (192) (161) (217)
First Quarter
--------------------
COMPREHENSIVE INCOME (LOSS) 2002 2001
--------- --------
Net income $ 153 $ 74
Net change in unrealized deferred translation adjustments 8 (141)
Net change in market value of available-for-sale securities 4 (1)
------ ------
Comprehensive income (loss) $ 165 $ (68)
====== ======
First Quarter
--------------------
ACCUMULATED OTHER COMPREHENSIVE LOSS 2002 2001
--------- --------
Accumulated other comprehensive loss - beginning of year $ (347) $ (61)
Change in unrealized deferred translation adjustments 8 (141)
Deferred translation adjustments realized in net income 7 --
Change in excess of market value over book value of
available-for-sale securities 4 (1)
------ ------
Accumulated other comprehensive loss - March 31 $ (328) $ (203)
====== ======
As at March 31, 2002, Accumulated other comprehensive loss is comprised of
deferred translation adjustments of $(192), minimum pension liability of
$(148) and unrealized gain on "available for sale" securities of $12.
11
5. RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES
Restructuring, Impairment and Other Special Charges of $657 pre-tax, which
were recorded in the fourth quarter of 2001, included restructuring and asset
impairment charges of $411 and other special charges of $246.
RESTRUCTURING AND ASSET IMPAIRMENT CHARGES
In the fourth quarter of 2001, the Company recorded charges of $411 pre-tax
in Restructuring, impairment and other special charges as a result of a
restructuring program aimed at safeguarding its competitiveness. The aim of
the restructuring program was twofold: to make the businesses more
competitive in the face of the current economic difficulties; and to put them
in the best position to meet future industry needs. These aims will be
achieved through cost reduction measures, exiting from non-core products and
the consolidation of certain operations and will result in a series of plant
sales, closures and divestments throughout the organization. The charges
associated with this program consist of severance costs of $112 related to
workforce reductions of approximately 2,200 employees, impairment of
long-lived assets of $269 and other exit costs related to the shutdown of
facilities of $30.
The workforce reductions, which consist principally of manufacturing
employees from all segments of the Company's worldwide operations, are
comprised of:
. 500 employees - Primary Metal (principally Canada)
. 200 employees - Rolled Products, Americas and Asia
. 400 employees - Rolled Products, Europe (U.K. and Switzerland)
. 800 employees - Packaging (U.K., Canada, U.S. and other areas)
. 300 employees - Other operating segments
As at March 31, 2002, approximately 1,000 of the 2,200 employees had been
terminated, consisting of approximately 400 employees in the fourth quarter
of 2001 and 600 employees in the first quarter of 2002.
In the first quarter of 2002, the Company recorded charges of $14 pre-tax in
Restructuring, impairment and other special charges related to the
restructuring program. The charges consisted of impairment for long-lived
assets of $9 related to the exit from non-core products at its Borgofranco
plant in Italy (part of Rolled Products, Europe) and a loss of $5 on the sale
of the Company's extrusion operations in Thailand arising principally from
the realization of deferred translation losses.
The total impairment charge of $278 consisted of a charge of $269 in 2001 and
a charge of $9 in the first quarter of 2002 and related principally to
buildings, machinery and equipment and some previously capitalized project
costs. The charge consisted of $187 related to assets to be held and used and
$91 for assets held for disposal.
The impairment charge for assets to be held and used consisted of $5 for
Bauxite, Alumina and Specialty Chemicals; $22 for Primary Metal; $14 for
Rolled Products, Americas and Asia; $79 for Rolled Products, Europe; $3 for
Engineered Products; $43 for Packaging; and $21 for Other. In the context of
the Company's objective of value maximization, a detailed business portfolio
review was undertaken to identify high cost operations, excess capacity and
non-core products. The impairment charge for assets held and used arose as a
result of negative projected cash flows and recurring losses. The charges
principally related to the cold mill at the Rogerstone plant in the U.K.
(Rolled Products, Europe); the foil facilities at Glasgow, U.K. (Packaging);
and the engineered cast products plant in Quebec (Primary Metal). An
impairment provision was recorded to the extent that the net recoverable
amount, which approximates fair value based on discounted cash flows, was
below the net book value.
12
5. RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES (CONT'D)
The impairment charge for assets held for disposal consisted of $40 for
Bauxite, Alumina and Specialty Chemicals; $8 for Rolled Products, Americas
and Asia; $31 for Rolled Products, Europe; and $12 for Packaging. In the
context of the Company's objective of value maximization, a detailed business
portfolio review was undertaken to identify high cost operations, excess
capacity and non-core products. The charges principally related to the
specialty chemicals plant at Burntisland, U.K. (Bauxite, Alumina and
Specialty Chemicals); the extrusion operations in Malaysia and Thailand
(Rolled Products, Americas and Asia); certain rolled products and recycling
operations at the Pieve and Borgofranco plants in Italy (Rolled Products,
Europe); and the Pharmatech rubber stopper and aluminum seals operations in
the U.S. (Packaging). An impairment provision was recorded to bring the net
book value to net realizable value. These assets are expected to be disposed
of by the end of 2002. The assets held for disposal had:
- sales and operating revenues of $200 in 2001 (Bauxite, Alumina and
Specialty Chemicals - $40; Rolled Products, Americas and Asia - $30;
Packaging - $130) and $50 in the first quarter of 2002 (Bauxite, Alumina
and Specialty Chemicals - $10; Rolled Products, Americas and Asia - $10;
Packaging - $30).
- net operating losses of $(20) in 2001 (Bauxite, Alumina and Specialty
Chemicals - $(10); Packaging - $(10)) and $(3) in the first quarter of 2002
(Bauxite, Alumina and Specialty Chemicals - $(2); Packaging $(1)).
- assets of $220 at December 2001 (Bauxite, Alumina and Specialty Chemicals -
$20; Rolled Products, Americas and Asia - $20; Rolled Products, Europe -
$100; Packaging - $80) and $200 at March 2002 (Bauxite, Alumina and
Specialty Chemicals - $20; Rolled Products, Americas and Asia - $10; Rolled
Products, Europe - $90; Packaging - $80).
- liabilities of $130 at December 2001 (Bauxite, Alumina and Specialty
Chemicals - $20; Rolled Products, Americas and Asia - $10; Rolled Products,
Europe - $30; Packaging - $70) and $130 at March 2002 (Bauxite, Alumina and
Specialty Chemicals - $10; Rolled Products, Americas and Asia - $10; Rolled
Products, Europe - $40; Packaging - $70).
The restructuring program is expected to be completed in 2002, with the
exception of the shutdown of the cold mill at the Rogerstone plant in the
U.K. in early 2003 and the closure of facilities at Glasgow, U.K. in mid-2003
as scheduled per the Company's plans. The closure plans include the orderly
shutdown of facilities after existing customer requirements have been
satisfied and in some situations, the transfer of production operations to
other facilities. Of the reserve balance at March 31, 2002 of $119,
approximately $20 will be paid out in 2003.
13
5. RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES (CONT'D)
OTHER SPECIAL CHARGES
In 2001, the Company increased its environmental reserves by $246 pre-tax to
cover treatment costs of $150 for stored spent potlining (SPL) in Quebec and
British Columbia, Canada, as well as to cover remediation costs of $96
relating to red mud disposal and other sites in Canada and the United
Kingdom. The charges were recorded on the income statement in Restructuring,
impairment and other special charges and on the balance sheet, in Deferred
credits and other liabilities ($235) and in Payables and accrued liabilities
($11).
SPL, which is a waste material generated by the smelting process, needs to be
treated in a safe and economically sound manner. The Company's objectives
have been to find the best alternative to stockpiling SPL and various
technical studies were carried out to identify treatment alternatives that
are economically viable. Following these studies, which were completed in
2001, and in accordance with local laws and regulations, the Company intends
to initiate a treatment program of all stored SPL. The liability of $150
reflected the Company's best estimate of the cost to treat the stored SPL in
Quebec and to have the SPL in British Columbia treated by a third party. The
amounts will be paid over the next twenty years.
The liability of $96 relating to red mud and other disposal sites reflected
the Company's best estimate of the cost of rehabilitation. Red mud is the
normal residue associated with extracting alumina from bauxite. The charge
represents the cost to fill and seal the sites.
The reserve balance and related cash payments for the restructuring and asset
impairment charges consisted of:
IMPAIRMENT
OF
SEVERANCE LONG-LIVED
COSTS ASSETS OTHER TOTAL
--------- ---------- ------- -----
2001:
Charges 112 269 30 411
Cash payments (7) -- (7) (14)
Non-cash charges -- (269) -- (269)
---- ---- ---- ----
Reserve balance as at December 31 105 -- 23 128
2002:
Charges -- 9 5 14
Cash payments (9) -- -- (9)
Non-cash charges -- (9) (5) (14)
---- ---- ---- ----
Reserve balance as at March 31 96 -- 23 119
==== ==== ==== ====
14
6. INTERIM INFORMATION BY OPERATING SEGMENT
The following presents selected information by operating segment, viewed on a
stand-alone basis. Effective January 1, 2002, a new operating management
structure was put in place comprised of six operating segments. The six
operating segments are Bauxite, Alumina and Specialty Chemicals; Primary
Metal; Rolled Products, Americas and Asia; Rolled Products, Europe;
Engineered Products; and Packaging. Prior to 2002, there were four operating
segments: Primary Metal; Aluminum Fabrication, Americas and Asia; Aluminum
Fabrication, Europe; and Packaging. Comparative information has been restated
to conform to the 2002 organizational structure. Transactions between
operating segments are conducted on an arm's-length basis and reflect market
prices. Thus, earnings from the Primary Metal group is mainly profit on metal
produced by the Company, whether sold to third parties or used in the
Company's Rolled Products, Engineered Products and Packaging groups. Earnings
from the Rolled Products, Engineered Products and Packaging groups represent
only the fabricating profit on rolled, engineered and packaging products. The
accounting principles used to prepare the information by operating segment
are the same as those used to prepare the consolidated financial statements
of the Company except that the pension costs for the operating segments are
based on the normal current service cost with all actuarial gains, losses and
other adjustments being included in Intersegment and other. Some corporate
office and certain other costs have been allocated to the respective
operating segments. The operating segments are described below.
Bauxite, Alumina and Specialty Chemicals
This segment consists of a network of bauxite mines/deposits in five
countries and alumina refineries in four countries, which supplies the
primary metal operations and third-party sales of alumina and specialty
chemicals.
Primary Metal
This segment produces primary aluminum in seven countries. The alumina is
sourced primarily from the Bauxite, Alumina and Specialty Chemicals segment
and the ingot produced is used by the Company's fabricating businesses as
well as sold to third-parties. The segment produces value-added products in
the form of sheet ingot, extrusion billet, wire bar and foundry ingot for
end-use markets in consumer goods, transportation, building and construction
and other industrial applications.
Rolled Products, Americas and Asia
This segment, which has an extensive network of 17 rolled products facilities
in North and South America and Asia, manufactures sheet and light-gauge
products, including can stock, automotive sheet and industrial products. In
addition the segment has a well-established used beverage can recycling
capability in North and South America.
Rolled Products, Europe
This segment has nine rolled products plants and serves a number of European
markets with advanced value-added sheet products, including automotive sheet,
lithographic sheet, industrial sheet, can sheet and foil stock.
Engineered Products
This segment develops, manufactures and sells value-added engineered products
for a variety of applications, including extrusions, composites, systems and
components for mass transportation and automotive applications and electrical
cables.
Packaging
This segment has 84 plants in 15 countries and is focused on serving specific
end-use markets: food, pharmaceutical, tobacco, cosmetics and some technical
applications.
Intersegment and other
This classification includes the deferral or realization of profits on
intersegment sales of aluminum as well as other non-operating items.
15
6. INTERIM INFORMATION BY OPERATING SEGMENT (CONT'D)
THREE MONTHS ENDED MARCH 31
(in millions of US$)
SALES AND OPERATING REVENUES - INTERSEGMENT First Quarter
--------------------
2002 2001
----- -----
Bauxite, Alumina and Specialty Chemicals $ 187 $ 182
Primary Metal 540 620
Rolled Products, Americas and Asia 48 49
Rolled Products, Europe 70 112
Engineered Products 6 15
Packaging 5 17
Intersegment and other (856) (995)
----- -----
$ -- $ --
===== =====
SALES AND OPERATING REVENUES - THIRD PARTIES First Quarter
--------------------
2002 2001
----- -----
Bauxite, Alumina and Specialty Chemicals $ 101 $ 140
Primary Metal 561 576
Rolled Products, Americas and Asia 782 873
Rolled Products, Europe 411 495
Engineered Products 398 439
Packaging 674 741
Other 10 6
------ ------
$2,937 $3,270
====== ======
EBITDA First Quarter
--------------------
2002 2001
----- -----
Bauxite, Alumina and Specialty Chemicals $ 64 $ 100
Primary Metal 214 249
Rolled Products, Americas and Asia 92 86
Rolled Products, Europe 30 38
Engineered Products 27 34
Packaging 76 86
----- -----
EBITDA from operating segments 503 593
Depreciation and amortization (205) (196)
Restructuring, impairment and other special charges (14) --
Intersegment and other (46) (118)
Corporate office (24) (14)
Interest (50) (55)
Income taxes (78) (58)
Minority interests -- 1
----- -----
NET INCOME BEFORE AMORTIZATION OF GOODWILL $ 86 $ 153
----- -----
NET INCOME AFTER AMORTIZATION OF GOODWILL $ 86 $ 135
----- -----
16
7. INCOME TAXES
First Quarter
--------------------
2002 2001
----- -----
Current $75 $85
Deferred 3 (27)
--- ---
$78 $58
=== ===
The composite of the applicable statutory corporate income tax rates in Canada
is 39.4% (40.1% for 2001). In 2002, the difference between income taxes
calculated at the Canadian composite rate and the amounts shown as reported is
primarily attributable to exchange and the impact of potential future tax
benefits that were not recognized since their realization is not likely. In
2001, the difference is primarily attributable to the currency revaluation of
deferred income taxes and exchange.
8. SUPPLEMENTARY INFORMATION
STATEMENT OF CASH FLOWS First Quarter
--------------------
2002 2001
----- -----
Interest paid $ 57 $ 63
Income taxes paid (recovered) $ (47) $ 33
9. LONG TERM DEBT
On January 15, 2002, the Company redeemed all of its outstanding 8 7/8% $150
debentures due on January 15, 2022. The redemption was at a price of 104.15%.
A loss of $6 is recorded in Other (income) expenses - net in the first
quarter of 2002.
The new debt of $131 in the first quarter of 2002 principally relates to an
increase in commercial paper borrowings.
- --------------------------------------------------------------------------------
10. COMMITMENTS AND CONTINGENCIES
In 1997, as part of the claim settlement arrangements related to the British
Columbia Government's cancellation of the Kemano Completion Project, Alcan
obtained the right to transfer a portion of a power supply contract with BC
Hydro to a third party. Alcan sold the right to supply this portion to Enron
Power Marketing Inc. (EPMI), a subsidiary of Enron Corporation (Enron) for
cash consideration. In order to obtain the consent of BC Hydro to this sale,
Alcan was required to retain residual liability for EPMI's obligations
arising from the supply contract, including in the event that EPMI became
unable to perform. This contingent liability is subject to a maximum
aggregate amount of $100, with mitigation and subrogation rights. On
December 2, 2001, EPMI and Enron filed for protection under Chapter 11 of
the U.S. Bankruptcy Code. Powerex Corp., the BC Hydro affiliate which now
holds the rights to the power supply contract, maintains that it has
terminated the power supply contract and as result has filed a claim for
$100 against Enron on March 15, 2002 as a necessary step prior to making the
same claim against the Company. Enron did not respond to that claim and the
Company received, on March 22, 2002, a demand for payment in the amount of
$100 from Powerex Corp. The Company is unable to estimate reasonably the
amount of the contingent loss which might arise in respect of this matter
and intends to contest the claim on substantive and procedural grounds as
well as by reason of inadequate mitigation efforts. In any event, the
Company is of the view that any residual liabilities, which it may have as a
result of its assignment of the power supply agreement to EPMI in 1997 would
relate to the supply of power and not be in the form of a financial
obligation.
17
10. COMMITMENTS AND CONTINGENCIES (CONT'D)
Alcan, in the course of its operations, is subject to environmental and
other claims, lawsuits and contingencies. The Company has environmental
contingencies relating to approximately 30 existing and former Alcan sites
and third-party sites. Accruals have been made in specific instances where
it is probable that liabilities will be incurred and where such liabilities
can be reasonably estimated.
Although it is possible that liabilities may arise in other instances for
which no accruals have been made, the Company does not believe that such an
outcome will significantly impair its operations or have a material adverse
effect on its financial position.
11. CAPITALIZATION OF INTEREST COSTS
Total interest costs in the first quarter were $50 (2001: $75) of which nil
(2001: $20) was capitalized.
12. PRIOR PERIOD AMOUNTS
Certain prior period amounts have been reclassified to conform with the 2002
presentation.
13. SUBSEQUENT EVENT
On April 24, 2002, the Company announced that it had completed the
acquisition of the Societe generale de financement's (SGF) 20% interest in
the Aluminerie Alouette consortium at a cost of approximately $165, subject
to post-closing adjustments.
In the opinion of management, all adjustments necessary for a fair presentation
of interim period results have been included in the financial statements. These
interim results are not necessarily indicative of results for the full year.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company reports first quarter consolidated net income, excluding
non-recurring items and foreign currency translation effects, of US$107 million
(US$0.33 per share) compared to US$163 million (US$0.51 per share) in the first
quarter of 2001 and US$74 million (US$0.22 per share) in the fourth quarter of
2001.
Including non-recurring items and foreign currency translation effects, net
income for the quarter was US$86 million (US$0.26 per share) compared to net
income of US$135 million (US$0.42 per share) in the first quarter of 2001 and a
net loss of US$356 million (US$1.12 per share) in the previous quarter which
included significant special charges.
The operating performance reflected good progress on implementing the
restructuring program announced in October 2001, as well as on achieving
merger-related synergies. The Company expects to meet targets set for these
programs even though business conditions, while improving, continue to be
challenging. Late in the quarter, the Company began to see strengthening order
books and lengthening lead-times in some markets. In addition, financial
discipline has resulted in declining inventory levels and capital expenditures
which were well below depreciation charges. The Company also capitalized on
profitable growth opportunities, in line with its value maximization initiative,
as demonstrated by its acquisition of a 20% stake in the Alouette smelter.
The results for the first quarter of 2002 included a net non-recurring after-tax
charge of US$7 million (US$0.02 per share) which related mainly to the
restructuring program announced on October 17, 2001. The current quarter also
included a US$14 million loss (US$0.05 per share) for foreign currency
translation effects. Non-operating after-tax charges, net of foreign currency
translation effects, were US$28 million (US$0.09 per share) in the year-ago
quarter and US$430 million (US$1.34 per share) in the fourth quarter of 2001.
19
CONSOLIDATED REVIEW
FIRST FOURTH
QUARTER QUARTER
--------------- -------
(US$ millions, unless otherwise noted) 2002 2001 2001
- -------------------------------------- ----- ----- -------
Sales & operating revenues 2,937 3,270 3,037
Shipments (thousands of tonnes)
Ingot products(1) 315 296 427
Rolled products 497 519 451
Conversion of customer-owned metal 75 91 82
Aluminum used in engineered products &
packaging 126 186 101
Total aluminum volume 1,013 1,092 1,061
Ingot product realizations (US$ per tonne) 1,497 1,676 1,483
Rolled product realizations (US$ per tonne)(2) 2,250 2,444 2,298
Average London Metal Exchange 3-month price
(US$ per tonne) 1,395 1,562 1,337
Net income excluding non-recurring items and
foreign change translation 107 163 74
Non-recurring items (7) (70) (446)
Foreign currency translation (14) 42 16
Net income (loss) including non-recurring items
and foreign exchange translation 86 135 (356)
Economic Value Added (EVA(R)) (198) (48) (199)
1 Includes primary and secondary ingot and scrap, as well as shipments
resulting from metal trading activities
2 Excluding conversion of customer owned metal
(R) EVA is a registered trademark of Stern, Stewart & Company and represents the
difference between the return on capital and the cost of using that capital
over the same period
Sales and operating revenues for the quarter decreased compared to the year-ago
quarter, due mainly to lower shipments and price realizations. As compared to
the previous quarter, the higher shipments of rolled products and higher ingot
product prices were offset by lower ingot product shipments and rolled products
realizations.
Total aluminum volume was 1,013 thousand tonnes (kt) in the quarter, compared to
1,092 kt a year earlier and to 1,061 kt in the preceding quarter. Year over
year, the additional volume from the new smelter in Alma, Quebec was more than
offset by a reduction in metal purchased for resale. As compared to the previous
quarter, the decrease in volume was mainly due to inventory movements.
Ingot product realizations of US$1,497 per tonne fell by 11% from the year-ago
quarter in line with an 11% decrease in the London Metal Exchange (LME) price.
Compared to the previous quarter, ingot product realizations increased by 1%
versus a 4% increase in the LME price.
Rolled product realizations of US$2,250 per tonne were 8% lower than the
year-ago quarter and 2% below the previous quarter.
For the quarter, the net income of US$86 million compares to a net income of
US$135 million in the year-ago quarter and to a net loss of US$356 million in
the previous quarter. The US$49 million decrease, as compared to the year-ago
quarter, was primarily due to lower ingot realizations, partially compensated by
20
improvements from the Company's restructuring and merger-related synergies
programs. As compared to the previous quarter, the US$442 million increase was
mostly due to the non-recurring charges of US$446 million recorded in the fourth
quarter of 2001, improved earnings from operations and lower interest expense.
In 2002, the Company adopted new accounting standards dealing with goodwill. As
a result of this change in accounting, goodwill is no longer being amortized.
This had a positive impact of US$18 million (US$0.06 per share) on net income in
the first quarter.
SEGMENT REVIEW
FIRST FOURTH
QUARTER QUARTER
------------ -------
(US$ millions) 2002 2001 2001
- -------------- ---- ---- -------
EBITDA
Bauxite, Alumina and Specialty Chemicals 64 100 55
Primary Metal 214 249 150
Rolled Products, Americas and Asia 92 86 57
Rolled Products, Europe 30 38 (3)
Engineered Products 27 34 16
Packaging 76 86 88
EBITDA from operating segments 503 593 363
Depreciation & amortization (205) (196) (216)
Restructuring, impairment and other special charges (14) -- (657)
Intersegment and other (46) (118) 68
Corporate office (24) (14) (26)
Interest (50) (55) (64)
Income taxes (78) (58) 184
Minority interests -- 1 10
Net income (loss) before goodwill amortization 86 153 (338)
Net income (loss) after goodwill amortization 86 135 (356)
</Table>
SEGMENTS
First quarter earnings before interest, taxes, depreciation and amortization
(EBITDA) for Bauxite, Alumina and Specialty Chemicals was 36% lower than in the
previous year. This was mainly due to lower selling prices for alumina, as well
as the absence in the current quarter of the Jamaican bauxite and alumina
operations sold in the second quarter of 2001. Compared to the preceding
quarter, EBITDA increased by 16%, as a result of lower alumina production costs
and a gain on the sale of three company-owned ships.
For Primary Metal, EBITDA of US$214 million decreased by 14% compared to the
year-ago quarter, due mainly to lower selling prices for aluminum, which was
partially offset by lower production costs and decreased startup expenses at the
Alma smelter. Compared to the preceding quarter, EBITDA was 43% higher due
mainly to lower startup costs at the Alma smelter and an increase in selling
prices.
EBITDA for Rolled Products, Americas and Asia, at US$92 million, was 7% higher
than in the previous year, as cost reductions more than offset volume decreases
in North and South America. Compared to the
21
preceding quarter, EBITDA increased by 61%, due to lower costs in North America
and Asia, higher volumes in North America and in Asia, as well as the time lag
in passing the change in metal prices to certain customers.
For Rolled Products, Europe, EBITDA, at US$30 million was US$8 million lower
than in the previous year, mainly due to lower volumes. Compared to the fourth
quarter of 2001, EBITDA increased by US$33 million, due mainly to higher
shipments and lower production costs.
EBITDA for Engineered Products of US$27 million was US$7 million lower than in
the previous year, mainly as a result of weaker economic conditions in Europe.
Compared to the fourth quarter of 2001, EBITDA increased by US$11 million, due
to improvements in extruded products, composites and mass transportation
markets.
The Packaging group's EBITDA, at US$76 million, decreased by US$10 million
compared to the first quarter of the previous year, reflecting a decrease in
volume and lower prices resulting from weaker economic conditions. EBITDA was
US$12 million lower than in the previous quarter, partly due to declining prices
in a continuing weak economic environment.
The Company considers EBITDA to be a key financial performance measure used by
management for the six operating segments. The Company believes that EBITDA
provides a measure of operating results that is unaffected by the financing and
accounting effects of acquisitions and differences in capital structures among
otherwise comparable companies. EBITDA is not a substitute for net income, cash
flows and other measures of financial performance as defined by generally
accepted accounting principles, and may be defined differently by other
companies.
Depreciation and amortization of US$205 million was 5% higher than the year-ago
quarter largely due to the Alma smelter which reached full capacity during the
fourth quarter of 2001. As compared to the previous quarter, depreciation and
amortization was 5% lower, partly due to the asset write-downs recorded in the
fourth quarter of last year.
The "Restructuring, impairment and other special charges" consisted of
provisions for a portion of the restructuring program announced in the fourth
quarter of 2001.
"Intersegment and other" includes the deferral or realization of profits on
intersegment sales of aluminum as well as other non-operating items. The first
quarter included the deferral of profits on internally-transferred metal as
aluminum prices increased during the quarter.
The Company's effective tax rate was 40% in the first quarter, excluding the
effects of non-recurring items and foreign currency translation.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Cash generated from operating activities during the first three months of 2002
was US$258 million compared to US$156 million in the comparable period of 2001.
The increase is explained mainly by a smaller increase in operating working
capital of US$84 million for the first quarter of 2002, as compared to the first
quarter of 2001.
22
FINANCING ACTIVITIES
Cash from (used for) financing activities in the first three months of 2002 was
US$(211) million compared to US$459 million in the same period in 2001. During
the first quarter of this year, total net debt decreased by US$167 million,
including the redemption of all of the Company's outstanding 8.875% US$150
million debentures due on January 15, 2022.
The debt:equity ratio at March 31, 2002 was 31:69, compared to 32:68 at the end
of last year and 35:65 at the end of the first quarter of 2001.
Interest expense, at US$50 million, decreased by US$5 million compared to the
previous year reflecting lower interest rates and debt levels, which was
partially offset by the fact that no interest was capitalized during the current
quarter in relation to the new smelter in Alma, Quebec. Interest expense was
US$14 million lower than in the previous quarter, reflecting lower interest
rates and debt levels.
INVESTMENT ACTIVITIES
Capital expenditures during the first three months of 2002 were US$107 million
compared to US$244 million a year earlier. Capital expenditures were lower
principally due to the completion of the Alma smelter, which reached full
operation on September 30, 2001.
During the first quarter of 2002, the Company received US$36 million as net
proceeds from the disposal of businesses, investments and other assets,
including the sale of three company-owned ships and the sale of businesses which
were announced in the fourth quarter of 2001 following a detailed portfolio
review.
On April 24, 2002, the Company announced that it had completed the previously
announced acquisition of the Societe Generale de Financement's (SGF) 20 percent
interest in the Aluminerie Alouette consortium. Alouette is a first-class
aluminum smelter located in Sept-Iles, Quebec with an annual capacity of 243,000
tonnes with a significant low-cost expansion potential.
CURRENCY HEDGING OF AUSTRALIAN DOLLAR
At March 31, 2002, the Company has hedged AUD $852 million of its future
Australian dollar commitments in respect of its increased Australian dollar
exposure, through forward exchange contracts and options maturing over the next
two 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.
23
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 31 March 2002.
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:15 May 2002 By: /s/ Richard Genest
-------------------
Richard Genest
Vice President and Controller
(A Duly Authorized Officer)
24
EXHIBIT INDEX
Exhibit
Number Description
(99) Cautionary statement for purposes of the "Safe Harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
(Filed herewith.)
25