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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, 2007
 
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   Ö    No ___

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer   Ö      Accelerated filer ___ Non-accelerated filer ___   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

 
Yes ___  No   Ö    
 
At May 1, 2007, the registrant had 367,874,400 shares of common stock (without nominal or par value) outstanding.

 

 
 
 
 

 
PART I.           FINANCIAL INFORMATION

 
In this report, all dollar amounts are stated in US 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
    
2007
    
 
2006
  
(in millions of US$, except per share amounts)
              
Sales and operating revenues
    
 
6,420
    
 
5,550
  
               
Costs and expenses
              
Cost of sales and operating expenses, excluding depreciation and
             
        amortization noted below
    
4,801
    
4,128
  
Depreciation and amortization
    
264
    
251
  
Selling, administrative and general expenses
    
374
    
364
  
Research and development expenses
    
54
    
52
  
Interest
   
60
    
76
  
Restructuring charges - net (note 6)
    
12
    
14
  
Other income - net (note 10)
    
(3
)
  
(31
)
     
5,562
    
4,854
  
Income from continuing operations before income taxes and other items
    
858
    
696
  
Income taxes (note 9)
    
280
    
269
  
Income from continuing operations before other items
    
578
    
427
  
Equity income
    
12
    
28
  
Minority interests
    
-
    
(1
)
Income from continuing operations
    
590
    
454
  
Income from discontinued operations
   
1
    
3
  
Income before cumulative effect of accounting change
    
591
    
457
  
Cumulative effect of accounting change, net of income
              
        taxes of $2 in 2006
    
-
    
(4
)
Net income
   
591
    
453
  
Dividends on preference shares
    
3
    
2
  
Net income attributable to common shareholders
    
588
    
451
  
Earnings (Loss) per share (note 5)
              
Basic:
              
Income from continuing operations
   
1.60
    
1.21
  
Income from discontinued operations
    
-
    
0.01
  
Cumulative effect of accounting change
    
-
    
(0.01
)
Net income per common share - basic
    
1.60
    
1.21
  
Diluted:
              
Income from continuing operations
    
1.59
    
1.20
  
Income from discontinued operations
    
-
    
0.01
  
Cumulative effect of accounting change
    
-
    
(0.01
)
Net income per common share - diluted
    
1.59
    
1.20
  
Dividends per common share
    
0.20
    
0.15
  

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

 
 
2
 

 
ALCAN INC.

 
INTERIM CONSOLIDATED BALANCE SHEET (unaudited)
           
   
March 31, 2007
  
December 31, 2006
  
(in millions of US$)
          
           
ASSETS
          
           
Current assets
          
Cash and time deposits
    
186
    
229
  
Trade receivables (net of allowances of $67 in 2007 and $58 in 2006)
    
3,106
    
2,910
  
Other receivables and deferred charges
    
1,171
    
1,195
  
Deferred income taxes
    
139
    
152
  
Inventories (note 11)
    
3,228
    
3,186
  
Current assets held for sale
   
4
    
5
  
Total current assets
    
7,834
    
7,677
  
               
Deferred charges and other assets
    
1,070
    
1,087
  
Investments
    
1,476
    
1,509
  
Deferred income taxes
    
911
    
989
  
Property, plant and equipment
              
        Cost (excluding construction work in progress)
    
18,942
    
18,698
  
        Construction work in progress
    
2,447
    
2,294
  
        Accumulated depreciation
    
(8,800
)
  
(8,592
)
     
12,589
    
12,400
  
Intangible assets, net of accumulated amortization of $370 in 2007
              
        and $346 in 2006
    
655
    
676
  
Goodwill
    
4,597
    
4,599
  
Long-term assets held for sale
   
1
    
2
  
Total assets
    
29,133
    
28,939
  
               
               
The accompanying notes are an integral part of the interim consolidated financial statements.

 
 
3
 

 
ALCAN INC.

 
INTERIM CONSOLIDATED BALANCE SHEET (cont'd) (unaudited) 
           
   
March 31, 2007
  
December 31, 2006
  
(in millions of US$)
          
           
LIABILITIES AND SHAREHOLDERS' EQUITY
          
           
Current liabilities
          
Payables and accrued liabilities
    
5,335
    
5,430
  
Short-term borrowings
    
579
    
467
  
Debt maturing within one year
    
32
    
36
  
Deferred income taxes
    
35
    
46
  
Total current liabilities
    
5,981
    
5,979
  
               
Debt not maturing within one year
   
5,169
    
5,476
  
Deferred credits and other liabilities
    
1,681
    
1,787
  
Post-retirement benefits
    
3,363
    
3,381
  
Deferred income taxes
    
1,143
    
1,151
  
Minority interests
    
71
    
71
  
               
Shareholders' equity
              
Redeemable non-retractable preference shares
    
160
    
160
  
Common shareholders' equity
              
        Common shares
    
6,275
    
6,235
  
        Additional paid-in capital
    
664
    
672
  
        Retained earnings
    
4,772
    
4,281
  
        Common shares held by a subsidiary
    
(31
)
  
(31
)
        Accumulated other comprehensive loss (note 14)
    
(115
)
  
(223
)
     
11,565
    
10,934
  
     
11,725
    
11,094
  
               
Commitments and contingencies (note 13)
              
               
Total liabilities and shareholders' equity
    
29,133
    
28,939
  
               

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

 
 
4
 

 
ALCAN INC.

 
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
           
Three months ended March 31
  
2007
  
2006
  
(in millions of US$)
          
           
OPERATING ACTIVITIES
          
           
Income from continuing operations
    
590
    
454
  
Adjustments to determine cash from operating activities:
              
        Depreciation and amortization
    
264
    
251
  
        Deferred income taxes
    
67
    
144
  
        Equity loss (income), net of dividends
    
8
    
(16
)
        Asset impairment charges
    
1
    
9
  
        Gain on disposal of businesses and investments - net
    
(4
)
  
-
  
        Stock option expense
    
2
    
25
  
        Change in operating working capital
              
               Change in receivables
    
(165
)
  
(539
)
               Change in inventories
    
(27
)
  
(78
)
               Change in payables and accrued liabilities
    
(141
)
  
20
  
        Change in deferred charges, other assets, deferred credits and
             
               other liabilities, and post-retirement benefits - net
    
(7
)
  
92
  
        Other - net
    
(6
)
  
-
  
Cash from operating activities 
    
582
    
362
  
               
FINANCING ACTIVITIES
              
               
Proceeds from issuance of new debt - net of issuance costs
    
13
    
17
  
Debt repayments
    
(344
)
  
(66
)
Short-term borrowings - net
    
108
    
(36
)
Common shares issued
    
28
    
66
  
Dividends      - Alcan shareholders (including preference)
    
(75
)
  
(57
)
                        -  Minority interests
    
-
    
(1
)
Cash used for financing activities
   
(270
)
  
(77
)
               

 

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

 
 
5
 

 
ALCAN INC.

 
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd) (unaudited)
           
Three months ended March 31
  
2007
  
2006
  
(in millions of US$)
          
           
INVESTMENT ACTIVITIES
          
           
Purchase of property, plant and equipment
    
(312
)
  
(426
)
Business acquisitions and purchase of investments, net of cash and time
              
          deposits acquired
    
(2
)
  
(38
)
Net proceeds from disposal of businesses, investments and other assets
    
7
    
198
  
Other
   
(49
)
  
-
  
Cash used for investment activities 
    
(356
)
  
(266
)
               
Effect of exchange rate changes on cash and time deposits
    
1
    
3
  
(Decrease) Increase in cash and time deposits
    
(43
)
  
22
  
               
Cash and time deposits - beginning of period
    
229
    
181
  
Cash and time deposits - end of period
    
186
    
203
  
               

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

 
 
6
 

 
ALCAN INC.
 
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
March 31, 2007
 
(unaudited)
 
(in millions of US$, except per share amounts)
 

 
1.          ACCOUNTING POLICIES
 
Basis of Presentation
 
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 consolidated financial statements as contained in the most recent Annual Report on Form 10-K (Form 10-K), except as described below in notes 2 and 4. The unaudited interim consolidated financial statements do not include all of the financial statement disclosures included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and therefore should be read in conjunction with the Company's most recent Form 10-K.
 
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 US GAAP. The results reported in these unaudited interim consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year.
 

 
2.          ACCOUNTING CHANGES
 
FIN 48 - Accounting for Uncertainty in Income Taxes
 
On January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48). Under FIN 48, the Company may recognize the tax benefit from a tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and expanded income tax disclosures.
 
On January 1, 2007, the Company recorded a $28 net increase in the liability for unrecognized tax benefits. This net increase in liabilities resulted in a decrease to the January 1, 2007 balance of Retained earnings of $21, a net decrease in Deferred tax liabilities of $8 and a reduction of $1 in equity-accounted investments included in Deferred charges and other assets. See note 9 - Income taxes.
 
SFAS No. 156 - Accounting for Servicing of Financial Assets
 
On January 1, 2007, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 156, Accounting for Servicing of Financial Assets. This statement, which is an amendment to SFAS No. 140, requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable and permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. The Company will recognize servicing assets or liabilities at fair value at inception but will not remeasure separately recognized servicing assets and liabilities at fair value. The adoption of this standard did not impact the Company's financial statements.
 

 
 
7
 

 
3.          RECENTLY ISSUED ACCOUNTING STANDARDS
 
SFAS No. 157 - Fair Value Measurements
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to increase consistency and comparability in fair value measurements and to expand their disclosures. The new standard includes a definition of fair value as well as a framework for measuring fair value. The standard is effective for fiscal periods beginning after November 15, 2007 and should be applied prospectively, except for certain financial instruments where it must be applied retrospectively as a cumulative-effect adjustment to the balance of opening retained earnings in the year in which this statement is initially applied. The Company is currently evaluating the impact of this standard on its financial statements.
 
SFAS No. 159 - The Fair Value Option for Financial Assets and Financial Liabilities
 
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The standard is effective for fiscal periods beginning after November 15, 2007 and should be applied prospectively with the effect of the remeasurement to fair value at adoption recorded as a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of this standard on its financial statements.
 

 
4.          CHANGE IN FUNCTIONAL CURRENCY OF THE EUROPEAN PRIMARY METAL GROUP
 
Effective January 1, 2007, the smelting businesses of the European Primary Metal group located in the UK, France, and Cameroon adopted the US dollar as their functional currency. The currency of the primary economic environment for these businesses in these countries became the US dollar. This change was triggered by the acquisition and subsequent integration of Pechiney, the Novelis Spin-off, a European legal reorganization, as well as reorganization of the European Primary Metal group.
 

 
5.          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
  
2007
  
2006
  
Numerator:
         
Income from continuing operations
    
590
    
454
  
Less: dividends on preference shares
    
(3
)
  
(2
)
Income from continuing operations attributable to
             
        common shareholders
    
587
    
452
  
Denominator (number of common shares in millions):
              
Weighted average of outstanding shares
   
367
    
373
  
Effect of dilutive stock options
    
2
    
2
  
Adjusted weighted average of outstanding shares
   
369
    
375
  
Earnings per common share - basic
   
1.60
    
1.21
  
Earnings per common share - diluted
    
1.59
    
1.20
  
 


In the first quarter of 2007, there were no options to purchase common shares (in 2006, 1,062,853 options at a weighted average grant price of CAN$53.67 per share were outstanding) that were outstanding during the period and that 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, 2007, there were 367,565,058 (2006: 373,825,399) common shares outstanding.

 
 
8
 

 
6.          RESTRUCTURING PROGRAMS
 
Q1 2007 Restructuring Activities
 
The schedule provided below shows details of the charges by operating segment:
 
Charges recorded in the statement of income
 
 
Three months ended March 31, 2007
  
Severance Costs
  
Asset Impairment Charges
  
Other
  
Total
  
Bauxite and Alumina
    
1
    
-
    
-
    
1
  
Primary Metal
    
7
    
-
    
-
    
7
  
Engineered Products
    
-
    
-
    
1
    
1
  
Packaging
    
2
    
1
    
-
    
3
  
Total
    
10
    
1
    
1
    
12
  

 
For the quarter ended March 31, 2007, $2 (2006: $11) of the restructuring charges above are excluded from the measurement of the profitability of the Company's operating segments (Business Group Profit), as they relate to corporate initiatives as discussed in note 7 - Information by Operating Segment.
 
The components of the 2007 restructuring charges were as follows:
 
Bauxite and Alumina
 
The Company announced in 2005 that its subsidiary, Société Générale de Recherches et d'Exploitations Minières (Sogerem), had begun an information and consultation process with its employee representatives and local partners due to the exhaustion of mining resources in the Tarn region of France. Production at its fluorspar mining operations came to a close during the first half of 2006. The consultation process is now ended. In the first quarter of 2007, the Company recorded additional severance costs of $1. No further charges are expected to be incurred.
 
Primary Metal
 
The Company announced in 2006 that it had begun consultations with unions and employee representatives for a proposed sale of selected assets at the Company's Affimet aluminum recycling plant in Compiègne (France). The consultation process is now ended. In the first quarter of 2007, the Company recorded additional severance costs of $5. The divestiture is expected to be completed in the second quarter of 2007. No further charges are expected to be incurred as a result of this activity.  
 
In 2005, the Company recorded restructuring charges related to the closure of its aluminum smelter in Lannemezan (France). The closure process for Lannemezan began in June 2006 and is expected to be completed, at the latest, during the course of 2008. In the first quarter of 2007, the Company recorded additional severance costs of $1. The Company expects to incur an additional $8 of restructuring charges related to the closure of the smelter.
 
The Company recorded additional severance costs of $1 for other minor restructuring programs pursued in the first quarter of 2007 in this operating segment.
 
Engineered Products
 
The Company announced in 2006 that it had begun consultations with unions and employee representatives for a proposed closure of the Workington hard alloy extrusion plant. Production from Workington will be consolidated at Alcan's facilities in Issoire and Montreuil-Juigné (France). In the first quarter of 2007, the Company recorded additional other restructuring charges of $1. Workington is expected to cease production in the second quarter of 2007. The Company expects to incur additional charges of $4 in 2007 related to this activity.

 

 
 
9
 

 
6.          RESTRUCTURING PROGRAMS (cont'd)
 
Packaging
 
The Company launched in 2006 a restructuring program in the Global Beauty Packaging sector aimed at streamlining processes and reaching an improved competitive position. In the first quarter of 2007, the Company recorded restructuring charges of $2 mainly associated with severance costs. The Company expects to incur additional charges of $8 related to this activity.
 
The Company announced in 2005 the restructuring of certain businesses, notably Global Beauty Packaging and Food Packaging Europe, as part of the continuing drive to reshape its portfolio, counter increasing competitive pressures in Western countries and improve margins. In the first quarter of 2007, the Company recorded additional restructuring charges of $1 for asset impairment charges. The Company expects to incur additional charges of $6 in 2007 related to this activity.
 
2006 Restructuring Activities
 
The significant components of the first quarter of 2006 restructuring charges were as follows:
 
Bauxite and Alumina
 
In relation to the proposed closure of mining operations in the Tarn region of France announced in 2005 by Sogerem, the Company incurred additional other restructuring charges of $2. Refer to the components of the 2007 restructuring charges discussed above for more details in relation to this activity.
 
Packaging
 
In relation to pursuing plans to restructure certain businesses announced in 2005, notably Global Beauty Packaging and Food Packaging Europe, the Company incurred an additional $9 of restructuring charges. This charge was comprised of severance costs of $2, asset impairment charges of $5 and other charges of $2. Refer to the components of the 2007 restructuring charges discussed above for more details in relation to this activity.
 
Other
 
Other minor restructuring charges were incurred in the first quarter of 2006 for which the Company recorded severance costs of $2 and additional other restructuring charges of $1.
 
The schedule provided below shows details of the provision balances and related cash payments for the significant restructuring activities:
 
Provision roll-forward
     
Severance Costs
    
Asset Impairment Charges*
 
 
Other
 
 
Total
  
Provision balance as at December 31, 2005
    
243
    
-
    
57
    
300
  
                           
2006
                          
Charges recorded in the statement of income
    
101
    
44
    
34
    
179
  
Cash payments - net
    
(160
)
  
-
    
(39
)
  
(199
)
Non-cash items
    
15
    
(44
)
  
9
    
(20
)
Provision balance as at December 31, 2006
    
199
    
-
    
61
    
260
  
                           
Q1 2007
                          
Charges recorded in the statement of income
    
10
    
1
    
1
    
12
  
Cash payments - net
    
(48
)
  
-
    
(5
)
  
(53
)
Non-cash items
    
2
    
(1
)
  
-
    
1
  
Provision balance as at March 31, 2007
    
163
    
-
    
57
    
220
  

 
* Fair value of assets was determined using discounted future cash flows.

 

 
 
10
 

 
7.          INFORMATION BY OPERATING SEGMENT

The following presents selected information by operating segment, viewed on a stand-alone basis. The operating management structure is comprised of four operating segments or business groups: Bauxite and Alumina; Primary Metal; Engineered Products and Packaging. 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, pension actuarial gains, losses and other adjustments, and unrealized gains and losses on derivatives 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 unrealized 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 Bauxite and Alumina as well as from the Primary Metal groups represent mainly profit on alumina or metal produced by the Company, whether sold to third parties or used in the Company's fabricating and packaging 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) and certain other equity-accounted investments as they are managed within each operating segment, with the adjustments for these investments 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 business group comprises Alcan's worldwide activities related to bauxite mining and refining into smelter-grade and specialty aluminas, owning, operating or having interests in six bauxite mines and deposits in five countries, five smelter-grade alumina plants in four countries and six specialty alumina plants in three countries and providing engineering and technology services.
 
Primary Metal
 
Also headquartered in Montreal, this business group comprises smelting operations, power generation, production of primary value-added ingot, manufacturing of smelter anodes, smelter cathode blocks and aluminum fluoride, smelter technology and equipment sales, engineering services and trading operations for aluminum, operating or having interests in 22 smelters in 11 countries, 12 power facilities in four countries and 12 technology and equipment sales centers and engineering operations in ten countries.
 
Engineered Products
 
Headquartered in Paris (France), this business group produces engineered and fabricated aluminum products including rolled, extruded and cast aluminum products, engineered shaped products and structures, including cable, wire, rod, as well as composite materials such as aluminum-plastic, fibre reinforced plastic and foam-plastic in 55 plants located in 12 countries. Also included in this business group are 33 service centres in 11 countries and 33 sales offices in 28 countries and regions.

 

 
 
11
 

 
7.          INFORMATION BY OPERATING SEGMENT (cont'd)
 
Packaging
 
Also headquartered in Paris, this business group consists of the Company's worldwide food, pharmaceutical and medical, beauty and personal care and tobacco packaging businesses, operating 129 plants in 31 countries. This business group produces packaging from a number of different materials, including plastic, aluminum, paper, paper board and glass.
 
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
  
2007
 
2006
 
2007
 
2006
  
Sales and operating revenues
                 
Bauxite and Alumina
    
576
    
470
    
472
    
313
  
Primary Metal
    
551
    
571
    
2,345
    
2,011
  
Engineered Products
    
25
    
44
    
2,068
    
1,679
  
Packaging
    
1
    
-
    
1,535
    
1,501
  
Adjustments for equity-accounted joint ventures and
                         
        certain investments
    
-
    
-
    
(17
)
  
36
  
Other
    
(1,153
)
  
(1,085
)
  
17
    
10
  
     
-
    
-
    
6,420
    
5,550
  

 

 
Three months ended March 31
  
2007
  
2006
  
Business Group Profit (BGP)
          
Bauxite and Alumina
    
175
    
129
  
Primary Metal
    
844
    
758
  
Engineered Products
    
174
    
154
  
Packaging
    
140
    
146
  
Adjustments for equity-accounted joint ventures and
             
        certain investments
    
(47
)
  
(71
)
Adjustments for mark-to-market of derivatives
    
(15
)
  
14
  
Depreciation and amortization
    
(264
)
  
(251
)
Intersegment, corporate offices and other
    
(89
)
  
(107
)
Equity income
    
12
    
28
  
Interest
    
(60
)
  
(76
)
Income taxes
    
(280
)
  
(269
)
Minority interests
    
-
    
(1
)
Income from continuing operations
    
590
    
454
  

 
Risk Concentration
 
The Company's consolidated sales and operating revenues for the three months ended March 31, 2007 include $676 (2006: $623) arising from transactions with one customer. These sales and operating revenues, principally made by the Primary Metal Group, represent 11% (2006: 11%) of consolidated sales and operating revenues for the three months ended March 31, 2007.
 

 
 
12
 

 
8.          STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION
 
Total Stock-Based Compensation Cost
 
Total pre-tax stock based compensation expense is $17 for the first quarter ended March 31, 2007 (2006: $39). The amount includes other stock-based compensation expense of $15 for the first quarter ended March 31, 2007 (2006: $14) and stock option expense of $2 for the first quarter ended March 31, 2007 (2006: $25). Total pre-tax stock based compensation expense for the first quarter ended March 31, 2007 includes $2 of compensation expense related to retired and retirement eligible employees (2006: $11).
 

 
9.          INCOME TAXES
 
 
Three months ended March 31
  
 
2007
  
 
2006
  
Current
    
213
    
125
  
Deferred
    
67
    
144
  
     
280
    
269
  
 
The composite of the applicable statutory corporate income tax rates in Canada is 33% (2006: 33%).
 
As a result of the implementation of FIN 48, the amount of unrecognized tax benefits at January 1, 2007 is $193 of which $84 would impact the Company's effective tax rate, if recognized. Also included in the amount of unrecognized tax benefits is $44 that, if recognized, would be allocated to reduce goodwill and $44 for which the Company would obtain an offset in other taxing jurisdictions. There were no material changes in the amounts above during the quarter ended March 31, 2007.
 
It is expected that the amount of unrecognized tax benefits will change in the next 12 months, however we do not expect the change to have a significant impact on the results of operations or the financial position of the Company.
 
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the income tax provision. As of January 1, 2007, the Company had recorded a net liability of $10 for interest and penalties.
 
Canadian federal income tax returns are closed through 2001 (except for potential transfer pricing adjustments) and Canadian provincial income tax returns are closed through 1995. The process to obtain corollary adjustments with the US competent authority for the 1996-1999 transfer pricing adjustments to income is underway. The Canadian federal statute of limitations remains open for the year 2002 and onward with years 2002 and 2003 currently under examination by the Canada Revenue Agency. Foreign jurisdictions have statutes of limitations generally ranging from 2 to 5 years. Years still open to examination by foreign tax authorities in major jurisdictions include US (2004 onward), Germany (2001 onward), UK (2004 onward), Switzerland (2004 onward), Australia (2002 onward) and France (1989 onward).

 
 
13
 

 
10.          OTHER INCOME - NET
 
Three months ended March 31
  
2007
  
2006
  
Asset impairment charges not included in restructuring programs
    
-
    
4
  
Gain on disposal of businesses and investments - net
    
(4
)
  
-
  
Recoveries of legal claims
    
-
    
(62
)
Environmental provisions
    
-
    
2
  
Interest revenue
    
(10
)
  
(8
)
Exchange losses - net
    
17
    
18
  
Derivative (gains) losses - net
    
(16
)
  
2
  
Other
    
10
    
13
  
     
(3
)
  
(31
)
 
On January 19, 2006, the Company sold claims related to the Enron bankruptcy to a financial institution for combined proceeds of $62, recorded in Recoveries of legal claims.
 

 
11.          INVENTORIES
 
   
March 31, 2007
  
December 31, 2006
  
 
Aluminum operating segments
          
     Aluminum
    
1,024
    
1,060
  
     Raw materials
    
854
    
835
  
     Other supplies
    
529
    
495
  
     
2,407
    
2,390
  
Packaging operating segments
              
     Raw materials and other supplies
    
323
    
311
  
     Work in progress
    
158
    
155
  
     Finished goods
    
340
    
330
  
     
821
    
796
  
     
3,228
    
3,186
  
 
 
12.          SUPPLEMENTARY INFORMATION
 
Three months ended March 31
  
2007
  
2006
  
Income Statement
          
     Interest on long-term debt
    
74
    
84
  
     Capitalized interest
    
(23
)
  
(14
)


 
   
March 31, 2007
  
December 31, 2006
  
Balance Sheet
          
Payables and accrued liabilities include the following:
          
        Trade payables
    
2,073
    
2,163
  
        Other accrued liabilities
    
1,651
    
1,700
  
        Derivatives
    
701
    
740
  
        Income and other taxes
    
273
    
119
  
        Accrued employment costs
    
637
    
708
  
     
5,335
    
5,430
  
 

 
 
14
 

 
13.          COMMITMENTS AND CONTINGENCIES


On January 22, 2007, Alcan filed its leave to appeal application with the British Columbia (BC) Court of Appeal regarding the BC Utilities Commission December 29, 2006 decision to reject the amended and restated Long-Term Energy Purchase Agreement between Alcan and BC Hydro. This appeal was withdrawn on April 2, 2007. On March 28, 2007, the Supreme Court of BC in a judgment concluded that there are no restrictions on the Company's use or sale of Kemano power in the legislation or agreements with the Province of BC.
 

The Company has guaranteed the repayment of indebtedness by third parties or the indemnification of third parties for a total amount of approximately $333. Alcan believes that none of these guarantees is likely to be invoked. These guarantees relate primarily to debt held by equity-accounted Joint Ventures, employee housing loans, obligations relating to businesses sold and potential environmental remediation at former Alcan sites.
 

Alcan, in the course of its operations, is subject to environmental and other claims, lawsuits and contingencies. The Company is involved in proceedings arising out of laws regulating the discharge of materials into the environment or laws seeking to protect the environment, for which it has made accruals, in respect of 21 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.
 

According to agreements entered into by the Company as part of Novelis Spin-off, the Company has transferred to Novelis certain environmental contingencies.
 

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.
 

 
14.          COMPREHENSIVE INCOME
 
Three months ended March 31
  
2007
  
2006
  
Net income
   
591
    
453
  
Other comprehensive income:
              
          Net change in deferred translation adjustments
    
53
    
157
  
          Net change in unreleased gains and losses on derivatives
             
                    (net of tax of $(24) and $43 for 2007 and 2006, respectively):
              
                    Net change from periodic revaluations
   
(11
)
  
(123
)
                    Net amount reclassified to income
    
57
    
41
  
          Net change in minimum pension liability (net of tax of $1
             
                    for 2006)
    
-
    
(5
)
          Net change in unfunded status of pension and other postretirement plans (net of tax ($5) for 2007):
              
                    Net amount reclassified to income
    
9
    
-
  
     
108
    
70
  
Comprehensive income
    
699
    
523
  

 

 
 
15
 

 
14.          COMPREHENSIVE INCOME (cont'd)
 
   
March 31, 2007
  
December 31, 2006
  
Accumulated other comprehensive loss
          
Deferred translation adjustments
    
1,070
    
1,017
  
Unrealized gain on "available-for-sale" securities
    
5
    
5
  
Unfunded status of pensions and other postretirement plans
    
(1,024
)
  
(1,033
)
Unreleased loss on derivatives
    
(166
)
  
(212
)
Accumulated other comprehensive loss
    
(115
)
  
(223
)

 
 
15.          POST-RETIREMENT BENEFITS
 
Alcan and its subsidiaries have established retirement benefit plans in the principal countries where they operate. The pension obligation relates mostly to funded defined benefit pension plans in Canada, UK, US, Switzerland, the Netherlands and Australia and to unfunded defined benefit pension plans mainly in Germany and France, or lump sum retirement indemnities in France. Pension benefits are generally based on the employee's service and highest average eligible compensation before retirement, and are periodically adjusted for cost of living increases, either by collective agreement such as in Canada, statutory requirement such as in UK, France and Germany, or Company practice when there are surpluses determined on a funding basis, such as in Canada, Switzerland and the Netherlands.
 
Most Funded Pension Plans are administered by a Pension Committee or Board of Trustees composed of plan members designated by the Company and employees. Each Committee or Board adopts its own investment policy which generally favours diversification and active management of plan assets through selection of specialized managers. Investments are generally limited to 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
  
2007
  
2006
  
2007
  
2006
  
Current service cost
    
50
    
49
    
4
    
4
  
Interest cost
   
144
    
138
    
16
    
14
  
Expected return on assets
    
(165
)
  
(151
)
  
-
    
-
  
Amortization:
                          
        Actuarial losses
    
21
    
27
    
4
    
4
  
        Prior service cost
    
17
    
18
    
-
    
-
  
Net periodic benefit cost
    
67
    
81
    
24
    
22
  

The expected long-term rate of return on plan assets is 6.9% in 2007 (6.9% in 2006).
 
Employer Contributions
 
Alcan previously disclosed in its financial statements for the year ended December 31, 2006, that it expected to contribute $289 in aggregate to its funded pension plans in 2007. The contributions are expected to be fully comprised of cash. As at March 31, 2007, $66 has been contributed, and the Company expects to contribute an additional $200 over the remainder of the year. The Company expected to pay in 2007 $64 of unfunded pension benefits and lump sum indemnities from operating cash flows. As at March 31, 2007, $16 has been paid, and the Company expects to pay an additional $49 over the remainder of the year.
 

 
 
16
 

 
16.          LONG-TERM DEBT
 
During the first quarter of 2007, the Company entered into an interest rate derivative to swap interest payments on $100 of its long-term debt from fixed to floating rate (relating to the 4.875% Global notes due in 2012). The fair market value of this derivative was $1 as at March 31, 2007. In April 2007, the Company entered into interest rate derivatives to swap interest payments on an additional $200 of the same long-term debt. These derivatives have been designated and are effective as fair value hedges of the underlying fixed rate debt.
 

 
17.          PRIOR YEAR AMOUNTS
 
Certain prior year amounts have been reclassified to conform with current period presentation.
 

 
18.          SUBSEQUENT EVENTS
 
Effective April 2, 2007, the Company terminated a program to sell to a third party an undivided interest up to $125 (€ 95 million) of selected trade receivables without recourse.
 
On April 12, 2007, the Company announced its intention to sell its 45% interest in India's Utkal Alumina International Limited (Utkal). The Utkal project, which involves the development of a new bauxite mine and alumina refinery in the Indian state of Orissa and is currently in an engineering phase, will continue to benefit from an Alcan technology supply agreement. The Company has already taken initial steps leading to the sale process and expects completion during the second quarter of 2007.
 
On April 23, 2007, the Company reached an agreement in principle to sell its Satma subsidiary to ALMECO Spa. Located in Goncelin (France), Satma manufactures and sells capacitor foil for the electronic industry as well as anodized strip for the lighting and decoration markets. Final terms of the agreement are expected to be completed following the conclusion of consultations with employee representatives. The transaction is anticipated to close by the end of May 2007.
 

 

 
 
17
 

 
Item 2.          Management's Discussion and Analysis of Financial Condition and Results of Operations
(In millions of US$, except per common share amounts, aluminum prices and as otherwise stated)
 
This Management's Discussion and Analysis (MD&A) includes some measures for which no meaning is prescribed by generally accepted accounting principles (GAAP). Refer to the section "Definitions" for an explanation of these measures.
 
Overview
 
The Company reported first quarter income from continuing operations of $590 or $1.60 per common share versus $454 or $1.21 per common share a year earlier and $418 or $1.12 per common share in the fourth quarter of 2006. Income from continuing operations increased $136 year-over-year as the Company benefited from higher aluminum prices and better pricing, product mix and volumes in the downstream businesses. These were partly offset by increased raw materials and energy costs, a reduction of technology license fees recognized in relation to the Oman smelter project, unfavourable non-cash mark-to-market adjustments on derivatives as well as the negative impact of stronger European currencies. The increase of $172 in income from continuing operations from the fourth quarter of 2006 reflected increased aluminum prices, a lower charge for Other Specified Items (OSIs), favourable non-cash mark-to-market adjustments on derivatives, improved pricing and product mix mainly in Engineered Products, lower head office costs and higher volumes in the downstream businesses principally due to seasonality. These benefits more than offset an unfavourable variance in foreign currency balance sheet translation effects, higher costs for raw materials and energy, as well as lower volumes in the upstream businesses. The terms "Other Specified Items" (OSIs) and "Foreign Currency Balance Sheet Translation" are defined under "Definitions" at the end of the MD&A.
 
Income from continuing operations for the first quarter of 2007 included an after-tax charge of $19 or $0.05 per common share for the effects of foreign currency balance sheet translation compared to an after-tax charge of $9 or $0.02 per common share in the year-ago quarter and an after-tax gain of $97 or $0.26 per common share in the fourth quarter of 2006. The foreign currency balance sheet translation gain for the fourth quarter of 2006 reflected the largely non-cash impact of the weakening Canadian dollar on the Company's deferred income taxes. Also included in income from continuing operations for the first quarter was an after-tax charge for OSIs of $9 or $0.02 per common share compared to an after-tax charge of $10 or $0.03 per common share in the year-ago quarter and an after-tax charge of $85 or $0.23 per common share in the fourth quarter of 2006. A detailed OSIs schedule is provided below.

 
  (in millions of US$, except as otherwise noted)
  
First Quarter
  
Fourth Quarter
  
   
2007
  
2006
  
2006
  
   
 
  
 
  
 
  
Included in income from continuing operations are:
              
Foreign currency balance sheet translation
    
(19
)
  
(9
)
  
97
  
Other Specified Items (OSIs) 
    
(9
)
  
(10
)
  
(85
)
                     
Income from continuing operations
    
590
    
454
    
418
  
Income from discontinued operations
    
1
    
3
    
4
  
Cumulative effect of accounting change
    
-
    
(4
)
  
-
  
Net income
    
591
    
453
    
422
  
Basic earnings per common share ($ per common share)
                    
Income from continuing operations
    
1.60
    
1.21
    
1.12
  
Net income
    
1.60
    
1.21
    
1.13
  
Average number of common shares outstanding (millions)
  
 
367.1
  
 
373.1
  
 
371.5
  

 

 
 
 
18
 

 
 
  (in millions of US$, except as otherwise noted)
  
First Quarter
  
Fourth Quarter
  
   
2007
  
2006
  
2006
  
               
Sales and operating revenues
    
6,420
    
5,550
    
6,219
  
Shipment volumes (kt)
                    
          Ingot products *    
744
    
749
    
776
  
          Aluminum used in engineered products & packaging    
342
    
337
    
314
  
Total aluminum volume 
    
1,086
    
1,086
    
1,090
  
Aluminum pricing data ($ per tonne)
                    
           Ingot product realizations *    
2,835
    
2,454
    
2,712
  
           Average LME 3-month price (one-month lag)
   
2,760
    
2,369
    
2,631
  
* The bulk of Alcan's ingot product sales are based on the LME 3-month price with a one-month lag plus a local market premium and any applicable product premium.
 
Sales and operating revenues of $6,420 were up $870 compared to the year-ago quarter mainly reflecting higher aluminum prices as well as favourable pricing, product mix and volumes in downstream businesses. Compared to the fourth quarter of 2006, sales and operating revenues increased by $201 mainly as a result of higher aluminum prices, increased volumes in downstream businesses and product mix and pricing improvements, mainly in Engineered Products.
 
The average realized price on sales of ingot products during the first quarter was up $381 per tonne from the year-ago quarter and up $123 per tonne from the fourth quarter of 2006. The increases over both the year-ago and sequential quarters mainly reflected the impact of higher LME aluminum prices.
 
 
  
First Quarter
  
Fourth Quarter
  
(in millions of US$)
  
2007
  
2006
  
2006
  
               
Other Specified Items (after-tax)
         
 
    
 
  
          Restructuring charges
   
(7
)
  
(21
)
  
(36
)
          Asset impairments
  
 
-
 
  
(6
)
  
(14
)
          Gains (losses) from non-routine sales of assets, businesses and investments
   
2
 
  
(29
)
  
(8
)
          Other
    
(4
)
 
 46
 
  
(27
)
Other Specified Items
   
(9
 )  
(10
)
  
(85
)

 
The most significant items included in OSIs in the first quarter of 2007 were after-tax restructuring charges of $7 which included costs related to the Company's Affimet aluminum recycling plant in Compiègne, France. The most significant items included in OSIs in the first quarter of 2006 were after-tax losses of $29 on business and asset disposals, after-tax restructuring charges of $21 mainly related to the packaging business, as well as asset impairment charges of $6 mainly related to the sale of the bottles business, offset by a gain of $41 arising on the sale of bankruptcy claims against Enron. The most significant items included in OSIs in the fourth quarter of 2006 were after-tax charges of $36 associated with restructuring initiatives across most business groups, asset impairment charges of $14 principally in relation to the Gove alumina refinery in Australia, an asset retirement obligation adjustment in relation to closed sites of $11 and a net loss on business divestments of $8.
 
Included in income from continuing operations for the first quarter of 2007 were non-cash mark-to-market charges on derivatives of $0.02 per common share as compared to gains of $0.03 a year earlier and charges of $0.17 in the fourth quarter of 2006. Also included in income from continuing operations for the first quarter of 2007 were non-cash pre-tax expenses of $17 for share-based compensation as compared to $39 in the year-ago quarter and $24 in the fourth quarter of 2006.
 

 
 
19
 
 
Net Income
 
Including results from discontinued operations, the Company reported net income of $591 or $1.60 per common share, compared to net income of $453 or $1.21 per common share a year earlier and $422 or $1.13 per common share in the fourth quarter of 2006.
 
Operating Segment Review
 
The term "Business Group Profit" (BGP) is defined under "Definitions" at the end of the MD&A.
 
 
  (in millions of US$)
  
First Quarter
  
Fourth Quarter
  
   
2007
  
2006
  
2006
  
Business Group Profit (BGP)
  
 
  
 
      
Bauxite and Alumina
   
175
    
129
    
156
  
Primary Metal 
    
844
    
758
    
755
  
Engineered Products 
    
174
    
154
    
168
  
Packaging 
    
140
    
146
    
109
  
Subtotal
    
1,333
    
1,187
    
1,188
  
Equity accounted joint venture eliminations
    
(47
)
  
(71
)
  
(19
)
Change in fair market value of derivatives
    
(15
)
  
14
    
(82
)
  
    
1,271
    
1,130
    
1,087
  
Corporate Items 
                    
Intersegment, corporate offices and other
    
(89
)
  
(107
)
  
(255
)
Depreciation & amortization 
    
(264
)
  
(251
)
  
(261
)
Interest 
    
(60
)
  
(76
)
  
(76
)
Income taxes 
    
(280
)
  
(269
)
  
(55
)
Equity income (loss)
    
12
    
28
    
(21
)
Minority interests 
    
-
    
(1
)
  
(1
)
Income from continuing operations
    
590
    
454
    
418
  

 
Bauxite and Alumina: BGP for the first quarter was $175, an increase of $46 compared to the year-ago quarter. Excluding OSIs and foreign currency balance sheet translation effects, the year-over-year increase in BGP was $51 or 40%. This improvement mainly reflected higher LME-linked contract prices for alumina (given the normal one-quarter lag) partially offset by the impact of the national strike in Guinea, lower shipment volumes, higher raw material and operating costs and exchange losses due to the strengthening Australian dollar. On a sequential basis, BGP for the group was $19 above the previous quarter. Excluding OSIs and foreign currency balance sheet translation effects, BGP increased by $17 or 10%, reflecting higher LME-linked contract prices partially offset by the impact of the national strike in Guinea, higher operating costs and lower shipment volumes. The national strike in Guinea cost the business group $21 in BGP in the first quarter, and is expected to cost an additional $12 in BGP in the second quarter. Results for the second quarter of 2007 are expected to be higher than the first quarter as a result of higher LME-linked contract prices and a reduced impact of Guinea's national strike.
 
Primary Metal: BGP for the first quarter was a business group record at $844, up $86 as compared to the year-ago quarter. Excluding OSIs and foreign currency balance sheet translation effects, the year-over-year increase in BGP was $90 or 12%. The improvement mainly reflected higher aluminum prices as well as additional contribution from the acquisition of the cathode producer Carbone Savoie, partially offset by higher input costs (alumina, electricity and fuel-related raw material costs), lower revenues from the sale of technology (mainly the non-recurrence of revenue associated with the Oman project), the adverse impact of the stronger European currencies on costs and higher operating costs. On a sequential quarter basis, BGP increased by $89. Excluding OSIs and foreign currency balance sheet translation effects, BGP increased by $112 or 15%, reflecting higher aluminum prices and lower operating costs. These favourable impacts were partially offset by higher input costs (alumina, electricity and fuel-related raw material costs), lower volumes and lower contributions from power generation. Based on current forward prices for aluminum and rates for currency (including the recent weakening of the US dollar), results for the second quarter are expected to be similar to those of the first quarter.

 

 
 
20
 

 

Engineered Products: BGP for the first quarter was a business group record at $174, up $20 or 13% from a year earlier. Excluding OSIs and foreign currency balance sheet translation effects, the year-over-year increase in BGP was $21 or 13%. The year-over-year improvement mainly reflected better prices and sales mix in most of the group's businesses, most notably Cable and Aerospace. This was partly offset by lower metal timing benefits, higher aluminum input costs and higher operating costs. On a sequential quarter basis, BGP increased by $6 or 4%. Excluding OSIs and foreign currency balance sheet translation effects, the sequential increase in BGP was $12 or 7%, reflecting normal seasonal volume improvements, better prices and improved sales mix, partially offset by higher input and operating costs. BGP for the second quarter is expected to decline slightly due to margin pressure, mainly in the softer North American markets.
 
Packaging: BGP in the first quarter of $140 was down $6 or 4% from the prior-year quarter. Excluding the impact of OSIs, foreign currency balance sheet translation effects and lost contributions from divested businesses, BGP improved by $9 or 7%. The year-on-year improvement was mainly due to volume growth initiatives, margin management in the face of input cost pressure and a stronger Euro compared to the US dollar. On a sequential quarter basis, BGP increased by $31 or 28%. Excluding the impact of OSIs, foreign currency balance sheet translation effects and lost contributions from divested businesses, BGP increased by $18 or 14%. The growth drivers were stronger volumes from both seasonal effects and organic growth initiatives plus cost savings measures. BGP in the second quarter of 2007 is expected to improve compared to the first quarter as progress continues to be made in operating efficiencies.
 
Corporate Items
 
The Intersegment, corporate offices and other expense category includes corporate head office costs as well as other non-operating items and the elimination of profits on intersegment sales of aluminum and alumina. The reduction of $18 compared to the first quarter of 2006 mainly reflects share-based compensation. The reduction of $166 compared to the fourth quarter of 2006 reflects mainly the reduction of restructuring, asset impairment and closed-site asset retirement obligation charges as well as lower head office costs.
 
Depreciation and amortization expenses were $13 higher than in the year-ago quarter primarily reflecting increased depreciation at the Gove alumina refinery in Australia. Depreciation and amortization expenses were comparable to the prior quarter.
 
Interest expense, net of capitalized interest, was $16 lower than in both the year-ago and prior-year quarters mainly reflecting a higher level of capitalized interest and reduced debt levels. In the first quarter of 2007, capitalized interest was $23 compared to $14 a year ago and $16 in the fourth quarter of 2006, all largely related to the Gove expansion.
 
The Company's effective tax rate on income from continuing operations was 33% in the first quarter. Foreign currency balance sheet translation losses due to the strengthening of the Canadian dollar increased the effective tax rate.
 
Share Repurchase Program
 
Cumulatively since the program inception, Alcan purchased 9,831,200 common shares at an average price of $47.42 per share for a total cost of $466. This represents 52% of the total number of shares approved for repurchase.
 
Liquidity and Capital Resources

 
  (in millions of US$)
  
First Quarter
  
Fourth Quarter
  
   
2007
  
2006
  
2006
  
               
Cash flow from operating activities in continuing operations
    
582
    
362
    
1,104
  
Dividends
    
(75
)
  
(58
)
  
(76
)
Capital expenditures
    
(312
)
  
(426
)
  
(610
)
Free cash flow from (used for) continuing operations
   
195
    
(122
)
  
418
  

 

 
 
21
 

 
Operating Activities
Cash flow from operating activities in continuing operations increased by $220 compared to the year-ago quarter and decreased by $522 compared to the fourth quarter of 2006. The increase in cash from operating activities in continuing operations over the year-ago quarter mainly reflects higher earnings and a less unfavourable movement in operating working capital, partially offset by an unfavourable movement in deferred items. The decrease over the prior quarter principally reflects seasonally typical unfavourable movements in operating working capital and deferred items which more than offset higher earnings. After dividends of $75 and capital expenditures of $312, free cash flow from continuing operations was $195 for the first quarter of 2007. In the year-ago quarter, after dividends of $58 and capital expenditures of $426, free cash flow from continuing operations was negative $122. The term "Free cash flow from continuing operations" is defined under "Definitions" at the end of the MD&A.
 
Financing Activities

 

Debt as a Percentage of Invested Capital

     (in millions of US$, except as otherwise noted)

  
March 31
  December 31,  
   
2007
  
2006
  
2006
  
               
Debt
   
 
    
 
    
 
  
Short-term borrowings
    579
 
  
308
    467  
Debt maturing within one year
    32
 
   823     36  
Debt not maturing within one year
    5,169
 
   5,219     5,476  
Total debt     5,780
 
   6,350     5,979  
Minority interests     71
 
   68
 
   71
 
Equity      
 
            
Redeemable non-retractable preference shares
    160
 
   160     160  
Common shareholders' equity
 
 
11,565
    10,039     10,934  
Total invested capital
 
 
17,576
    
16,617
    
17,144
  
Debt as a percent of invested capital (%)
    33%     38%
 
   35%  

 

The term "Debt as a percentage of invested capital" is defined under "Definitions" at the end of MD&A.

 

Debt as a percentage of invested capital as at March 31, 2007 was 33%, down from 35% at the end of the fourth quarter of 2006 due to lower debt and higher equity.
 

During the first quarter of 2007, the Company entered into an interest rate derivative to swap interest payments on $100 of its long-term debt from fixed to floating rate (relating to the 4.875% Global notes due in 2012). The fair market value of this derivative was $1 as at March 31, 2007. In April 2007, the Company entered into interest rate derivatives to swap interest payments on an additional $200 of the same long-term debt. These derivatives have been designated and are effective as fair value hedges of the underlying fixed rate debt.
 
Effective April 2, 2007, the Company terminated a program to sell to a third party an undivided interest up to $125 (€ 95 million) of selected trade receivables without recourse.
 
Liquidity
Effective in June 2006, the Company replaced its $3,000 multi-currency, five-year, committed global credit facility with a two-tranche, multi-currency, committed global credit facility with a syndicate of international banks. The facility is comprised of a $2,000 five-year tranche maturing in June 2011, and a $1,000 364-day tranche, which may be extended by two years at the Company's option. The facility is available for general corporate purposes and is primarily used to support Alcan's commercial paper programs.
 
In addition to its existing $3-billion commercial paper program in Canada, the Company reinstated in 2005 two new commercial paper programs, one in France of € 1 billion and another in the US of $2 billion. The Company guarantees the commercial paper issued under these two programs. In October 2005, a commercial paper program in the US was also initiated with Alcan Corporation as the issuer. At any point in time, the total combined issuance limit for all three programs cannot exceed $3 billion.
 
The Company had both the intention and the ability, through its long-term credit facilities, to refinance its commercial paper borrowings on a long-term basis and has classified them as Debt not maturing within one year.
  
 
22
 

 
As at May 8, 2007, Alcan had $835 of commercial paper outstanding. Based on the Company's forecasts, the Company believes that 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 provides any additional liquidity that may be required to meet unforeseen events. Alcan's long-term debt rating remains unchanged at BBB+ / Baa1 with short-term debt rated A2 / P2 by S&P's and Moody's respectively. Credit rating agencies apply their own criteria and may change the ratings at any time.
 
Investment Activities
In the first quarter of 2007, cash used for investment activities was $356 compared to $266 in the year-ago quarter. Both the current and year-ago quarter balances mainly reflect capital expenditures of $312 and $426, respectively. Excluding capital expenditures on the Gove expansion, capital spending was 51% and 72% of depreciation and amortization expense for the first quarter of 2007 and prior-year quarter, respectively.
 
On April 30, 2007, Alcan announced that it signed a Heads of Agreement with Saudi Arabian mining company Ma'aden to develop a proposed US$7-billion integrated aluminum "mine-to-metal" project including bauxite mining, alumina refining, power generation and aluminum smelting. Alcan would hold a 49 percent stake in the project and would provide technology and operating management support, with Ma'aden holding the balance of 51-percent ownership. As one of the world's largest vertically integrated projects of its kind, the initial operations would feature a power plant delivering 1,400 megawatts; a 90 million tonne bauxite reserve located in Az Zabirah in northern Saudi Arabia representing a potential 30 years of mining; an alumina refinery with a capacity of 1.6 million tonnes per year; an aluminum smelter with a capacity of 720 thousand tonnes per year, and would leverage Saudi Arabia's port facilities and infrastructure. First metal would be expected during the first quarter of 2011, and first alumina a year later. 
 
Contractual Obligations
 
The Company has future obligations under various contracts relating to debt payments including those with associated interest rate swap agreements, 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, 2007. There are no material off-balance sheet arrangements.

 
Contractual Obligations
As at March 31, 2007
  
Payments due by Period
  

  (in millions of US$)

 

Total

 

Less than

One Year

 

1 - 3 Years

 

3 - 5 Years

 

More than

5 Years

  
                       
Long-term debt (1)
  
5,201
  
32
  
536
  
965
  
3,668
  
Interest payments (1)
  
3,635
  
225
  
555
  
499
  
2,356
  
Capital lease obligations
  
31
  
6
  
8
  
3
  
14
  
Operating leases
  
449
  
59
  
136
  
95
  
159
  
Purchase obligations
 
6,442
  
1,083
  
1,175
  
1,050
  
3,134
  
Unfunded pension plans (2)
    
2,432
    
49
    
137
    
138
    
2,108
  
Other post-employment benefits (2)
    
2,762
    
49
    
144
    
159
    
2,410
  
Funded pension plans (2), (3)
    
(3
)
  
200
    
544
    
562
    
(3
)
Guarantees (4)
    
333
    
10
    
249
    
63
    
11
  
Total
  
 
 
    
1,713
    
3,484
    
3,534
        
(1)   Interest payments are calculated using the interest rate in effect, including the impact of interest rate swap agreements on $700 of fixed rate long-term debt and the outstanding debt balance as at March 31, 2007. All commercial paper borrowings and interest payments thereon have been included to 2011 when long-term credit facility matures.
(2)    Refer to note 15, Post-Retirement Benefits, of the accompanying consolidated financial statements.
(3)   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 2011 are projected to be in the same range as in prior years and to grow in relation with payroll.
(4)   Refer to note 13, Commitments and Contingencies, of the accompanying consolidated financial statements.

 
 
 
23
 

Selected Annual Information

 
Selected financial data for each of the Company's three most recently completed financial years is as follows:
  
   
   
31 December
  
 (in millions of US$, except as otherwise noted)
  
2006
  
2005
  
2004
  
               
Sales and operating revenues
    
23,641
    
20,320
    
24,948
  
                     
Income from continuing operations
    
1,786
    
155
    
243
  
                     
Net income
    
1,786
    
129
    
258
  
                     
Total assets
    
28,939
    
26,638
    
33,341
  
                     
Total long-term debt
    
5,512
    
6,067
    
6,914
  
                     
($ per common share)
                    
                     
Income from continuing operations - basic
   
4.75
    
0.40
    
0.64
  
                     
Income from continuing operations - diluted
    
4.74
    
0.40
    
0.64
  
                     
Net income - basic
    
4.75
    
0.33
    
0.69
  
                     
Net income - diluted
    
4.74
    
0.33
    
0.69
  
                     
Dividends
   
0.70
    
0.60
    
0.60
  

 
Selected Quarterly Information
 
Selected unaudited financial data for each of the Company's eight most recently completed quarters is as follows:

 
(in millions of US$, except as otherwise noted)  
Q1-07
  
Q4-06
  
Q3-06
  
Q2-06
  
Q1-06
  
Q4-05
  
Q3-05
  
Q2-05
  
                                   
Sales and operating revenues
    
6,420
    
6,219
    
5,769
    
6,103
    
5,550
    
5,049
    
4,887
    
5,206
  
                                                   
Income (Loss) from continuing operations
    
590
    
418
    
460
    
454
 
   454    
(333
 )   
72
    
208
 
                                                   
Net income (Loss)
    
591
    
422
    
456
    
455
 
  
453
    
(361)
    
81
    
191
 
                                                   
($ per common share)
                                                  
                                                   
Income (Loss) from continuing operations - basic
    
1.60
    
1.12
    
1.21
    
1.21
 
  
1.21
    
(0.90
 )  
0.19
    
0.56
 
                                                   
Income (Loss) from continuing operations - diluted
    
1.59
    
1.12
    
1.21
    
1.20
 
  
1.20
    
(0.90
 )   
0.19
    
0.56
 
                                                   
Net income (Loss) - basic
    
1.60
    
1.13
    
1.20
    
1.21
 
  
1.21
    
(0.98
 )   
0.21
    
0.52
 
                                                   
Net income (Loss) - diluted
    
1.59
    
1.13
    
1.20
    
1.20
 
  
1.20
    
(0.98
 )   
0.21
    
0.52
 

Commitments and Contingencies
 

The Company's commitments and contingencies are described in note 13 - Commitments and Contingencies, of the accompanying 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 11 - Related Party Transactions, of the consolidated financial statements in the most recent Annual Report on Form 10-K. 

  
 
24
 

 
Accounting Policies
 
The preparation of financial statements in conformity with United States GAAP requires management to make estimates, judgments 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 judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
 
The Company's critical accounting policies are more fully described in note 2 - Summary of Significant Accounting Policies, of the consolidated financial statements and in the MD&A, contained in the most recent Annual Report on Form 10-K.
 
On January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48). The adoption of this standard resulted in the Company recording a $28 net increase in the liability for unrecognized tax benefits on January 1, 2007. This net increase in liabilities resulted in a decrease to the January 1, 2007 balance of Retained earnings of $21, a net decrease in Deferred tax liabilities of $8 and a reduction of $1 in equity-accounted investments included in Deferred charges and other assets. For more details, refer to note 2 - Accounting Changes and note 9 - Income Taxes, of the accompanying consolidated financial statements.
 
Cautionary Statement
 
Statements made in this Form 10-Q 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," "plans," "anticipates" or the negative thereof or other variations thereon. All statements that address the Company's expectations or projections about the future including statements about the Company's growth, cost reduction goals, operations, reorganization plans, expenditures and financial results are forward-looking statements. Such statements may be based on the Company's own research and analysis. 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.  Reference should be made to the Company's most recent Annual Report on Form 10-K for a list of factors that could cause such differences.
 
Important factors which could cause such differences include: changes in global supply and demand conditions for aluminum and other products; cyclical demand and pricing within the principal markets for the company's products; changes in the relative value of various currencies; fluctuations in the supply of and prices for power in the areas in which the company maintains production facilities; changes in aluminum ingot prices and changes in raw material costs and availability; competition in highly competitive markets; changes in prevailing interest rates and equity market returns related to pension plan investments; economic, regulatory and political factors within the countries in which the company operates or sells its products; the risk of significant losses from trading operations, including losses due to market and credit risks associated with derivatives; changes in government regulations, particularly those affecting environmental, health or safety compliance; risks related to the use of hazardous materials in manufacturing processes; delay and cost risks related to significant capital projects; the consequences of transferring most of the aluminum rolled products businesses operated by the company to Novelis Inc.; relationships with, and financial and operating conditions of, customers and suppliers; willingness of customers to accept substitution by competing products; major changes in technology that affect the company's competitiveness; potential catastrophic damage, increased insurance and security costs and general uncertainties associated with the increased threat of terrorism or war; the effect of international trade disputes on the company's ability to import materials, export its products and compete internationally; the effect of integrating acquired businesses and the ability to attain expected benefits; potential discovery of unanticipated commitments or other liabilities associated with the acquisition and integration or disposition of businesses; and other factors affecting the company's operations including, but not limited to, litigation, labour relations and negotiations and fiscal regimes.

 
 
25
 
 
 
The Company 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 quarterly report or to reflect the occurrence of unanticipated events. Furthermore, the Company undertakes no obligation, in relation to future quarterly earnings disclosures, to release publicly any information on an interim basis prior to the final earnings disclosure.
 
Definitions
 
"$" all amounts are in US dollars.
 
"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, pension actuarial gains, losses and other adjustments, and unrealized gains and losses on derivatives, 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. Financial information for individual business groups includes the results of certain joint ventures and other investments accounted for using the equity method on a proportionately consolidated basis, which is consistent with the way the business groups are managed. However, the BGP of these joint ventures and equity-accounted investments is removed from total BGP for the company and the net after-tax results are reported as equity income. The unrealized 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.
 
"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 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.
 
"Derivatives" including forward contracts, swaps and options are financial instruments used by the Company to manage the specific risks arising from fluctuations in exchange rates, interest rates, aluminum prices and other commodity prices. Mark-to-market gains and losses on derivatives will be offset over time by gains and losses on the underlying exposures.
 
"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 US 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 from continuing operations" consists of cash from operating activities in continuing operations less capital expenditures and dividends. Management believes that free cash flow, for which there is no comparable GAAP measure, is relevant to investors as it provides an indication of the cash generated internally that is available for investment opportunities and debt service.
 
"GAAP" refers to United States Generally Accepted Accounting Principles.
 
"LME" refers to the London Metal Exchange.
 
"Other Specified Items" (OSIs) include, for example: restructuring and synergy charges; asset impairment charges; gains and losses on non-routine sales of assets, businesses or investments; unusual gains and losses from legal claims and environmental matters; 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.
 
All tonnages are stated in metric tonnes, equivalent to 2,204.6 pounds.
 
All figures are unaudited.
 
 
 
26
 
 

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 US 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 1, 2007 is 367,874,400.


 
 
 
 
27

 
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 described in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2006.
 
Interest Rates
 
The impact of a 10% increase in interest rates on the Company's variable rate debt outstanding and on the fixed rate debt that has been converted to variable rate debt through interest rate swaps at March 31, 2007 and 2006, net of its cash and time deposits at March 31, 2007 and 2006, would be to reduce annual net income by $7 and $3, respectively for the variable rate debt including $2 and nil, respectively for the fixed rate debt converted to variable rate debt through interest rate swaps. The fixed rate debt is expected to be outstanding until maturity as 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 2 - Summary of Significant Accounting Policies of the Company's most recent Annual Report on Form 10-K.
 
Currency legend:
 
BRL Brazilian Real GBP UK Pound
CAD Canadian Dollar ISK Iceland Kronur
CHF Swiss Franc JPY Japanese Yen
CZK Czech Koruna MXN Mexican Peso
DKK Denmark Kroner SKK Slovak Koruna
EUR Euros USD US Dollar
 

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 contracts) outstanding as at March 31, 2007.
 
2007
2008
2009 to 2012
and thereafter
Total Nominal Amount
Fair Value
       
(in US$ millions, except average contract rates)
  
           
FORWARD CONTRACTS
          
               
To buy USD against the foreign currency
          
               
GBP
Nominal amount
29
- 
- 
29
-
 
Average contract rate
0.508
-
-
    
               
CAD
Nominal amount
4
- 
- 
4
-
 
Average contract rate
1.166
-
-
    
               
AUD
Nominal amount
1
- 
- 
1
-
 
Average contract rate
1.258
-
-
    
             
CHF
Nominal amount
-
- 
1*
1
-
 
Average contract rate
-
-
1.166*
    
             
MXN
Nominal amount
7
1
- 
8
-
 
Average contract rate
11.14
11.29
-
    
             
JPY
Nominal amount
8
- 
- 
8
-
 
Average contract rate
111.5
-
-
    
             
           

 
 
 
 
28
 
 
 
 

 
 
2007
2008
2009 to 2012
and thereafter
Total Nominal Amount
Fair Value
       
(in US$ millions, except average contract rates)
  
             
FORWARD CONTRACTS (cont'd)
          
             
NZD
Nominal amount
2
- 
- 
2
-
 
Average contract rate
1.463
-
-
    
             
CZK
Nominal amount
3
-
-
3
-
 
Average contract rate
21.00
-
-
    
             
SKK
Nominal amount
4
-
-
4
-
 
Average contract rate
26.58
-
-
    
               
           
To sell USD against the foreign currency
          
               
AUD
Nominal amount
8
- 
- 
8
-
 
Average contract rate
1.238
-
-
    
             
BRL
Nominal amount
35
- 
- 
35
8
 
Average contract rate
2.698
-
-
    
               
CHF
Nominal amount
17
-
- 
17
-
 
Average contract rate
1.217
-
-
    
             
CZK
Nominal amount
10
- 
- 
10
-
 
Average contract rate
20.35
-
-
    
             
CAD
Nominal amount
9
- 
- 
9
-
 
Average contract rate
1.164
-
-
    
             
             
To buy EUR against the foreign currency
          
               
USD
Nominal amount
142
1
- 
143
2
 
Average contract rate
1.316
1.154
-
    
               
GBP
Nominal amount
4
- 
- 
4
-
 
Average contract rate
0.680
 -
-
    
             
JPY
Nominal amount
6
-
-
6
-
 
Average contract rate
146.1
-
-
    
             
 
 
 
2009
2010
2011
 
2012 and
thereafter
To buy USD against the foreign currency
        
           
*CHF
Nominal amount
1
-
-
-
 
Average contract rate
1.166
-
-
-
 
 

 
 
29
 

 

 
 
2007
2008
2009 to 2012
and thereafter
Total Nominal Amount
Fair Value
       
(in US$ millions, except average contract rates)
  
           
FORWARD CONTRACTS (cont'd)
          
               
To sell EUR against the foreign currency
          
               
USD
Nominal amount
241
13
5**
259
(3)
 
Average contract rate
1.332
1.113
1.358**
    
             
CHF
Nominal amount
15
4
-
19
(1)
 
Average contract rate
1.577
1.506
-
    
             
CZK
Nominal amount
4
-
-
4
-
 
Average contract rate
28.17
     -
-
    
             
           
To sell GBP against the foreign currency
          
               
CHF
Nominal amount
10
-
-
10
-
 
Average contract rate
2.375
-
-
    
             
           

 
 
2009
2010
2011
 
2012 and
thereafter
To sell EUR against the foreign currency
        
           
**USD
Nominal amount
1
1
1
2
 
Average contract rate
1.333
1.349
1.360
1.381
 

 
 
30
 

 
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, 2006.
 
 
2006
2007
2008 to 2011 and thereafter
Total Nominal Amount
Fair Value
       
(in US$ millions, except average contract rates)
  
           
FORWARD CONTRACTS
          
               
To buy USD against the foreign currency
          
               
GBP
Nominal amount
14
-
-
14
-
 
Average contract rate
0.573
-
-
    
             
CHF
Nominal amount
20
-
-
20
1
 
Average contract rate
1.226
-
-
    
               
JPY
Nominal amount
13
-
-
13
-
 
Average contract rate
113.96
-
-
    
             
MXN
Nominal amount
2
4
1***
7
-
 
Average contract rate
10.79
10.97
11.29***
    
             
NZD
Nominal amount
2
-
-
2
-
 
Average contract rate
1.546
-
-
    
             
DKK
Nominal amount
1
-
-
1
-
 
Average contract rate
6.130
-
-
    
             
               
To sell USD against the foreign currency
          
               
GBP
Nominal amount
45
-
-
45
(1)
 
Average contract rate
0.566
-
-
    
             
CHF
Nominal amount
15
-
-
15
-
 
Average contract rate
1.274
-
-
    
             
AUD
Nominal amount
205
-
-
205
(4)
 
Average contract rate
1.375
-
-
    
             
BRL
Nominal amount
25
45
-
70
6
 
Average contract rate
2.507
2.669
-
    
               
ISK
Nominal amount
6
-
-
6
-
 
Average contract rate
66.33
-
-
    
             
JPY
Nominal amount
3
-
-
3
-
 
Average contract rate
113.7
-
-
    
             
Other
Nominal amount
1
-
-
1
-
             
           
To sell EUR against the foreign currency
          
               
USD
Nominal amount
630
24
16****
670
(14)
 
Average contract rate
1.207
1.223
1.174****
    
             
GBP
Nominal amount
1
-
-
1
-
 
Average contract rate
0.693
-
-
    
               
CHF
Nominal amount
29
5
4*****
38
(1)
 
Average contract rate
1.526
1.522
1.506*****
    
             
             

 
 
31
 

 
 
2006
2007
2008 to 2011 and thereafter
Total Nominal Amount
Fair Value
   
(in US$ millions, except average contract rates)
  
           
FORWARD CONTRACTS (cont'd)
          
           
To buy EUR against the foreign currency
          
             
USD
Nominal amount
627
21
-
648
20
 
Average contract rate
1.193
1.201
-
    
             
GBP
Nominal amount
19
1
-
20
-
 
Average contract rate
0.690
0.694
-
    
             
AUD
Nominal amount
1
-
-
1
-
 
Average contract rate
1.627
-
-
    
               
JPY
Nominal amount
3
-
-
3
-
 
Average contract rate
138.5
        
             
CAD
Nominal amount
4
2
-
6
-
 
Average contract rate
1.459
1.525
-
    
             
Other
Nominal amount
1
-
-
1
-
             
 
OPTIONS
          
               
To sell EUR against the foreign currency
          
             
USD
Nominal amount
106
20
-
126
-
 
Average contract rate
1.320
1.320
-
    
             

 
 
2008
2009
2010
 
2011 and
thereafter
To buy USD against the foreign currency
        
         
***MXN
Nominal amount
1
-
-
-
 
Average contract rate
11.29
-
-
-
         
To sell EUR against the foreign currency
        
           
****USD
Nominal amount
12
1
1
2
 
Average contract rate
1.113
1.333
1.349
1.374
           
*****CHF
Nominal amount
4
-
-
-
 
Average contract rate
1.506
-
-
-
           

 
 
32
 

 
Any negative impact of currency movements on the currency contracts that the Company has taken out to hedge identifiable foreign currency commitments to buy 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, except for a small trading portfolio not exceeding $50. For accounting policies relating to currency contracts, see note 2 - Summary of Significant Accounting Policies of the Financial Statements of the Company's most recent Annual Report on Form 10-K.
 
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, 2007 would be to increase net income over the period ending December 31, 2008 by approximately $58 ($56 in 2007 and $2 in 2008). The $58 increase reflects a 10% reduction from the March 31, 2007, three-month LME aluminum closing price of $2,780 per tonne and assumes an equal 10% drop has occurred throughout the aluminum forward price curve existing as at March 31, 2007. As of March 31, 2006, such sensitivity would have increased net income over the period ending December 31, 2007 by $112 ($63 in 2006 and $49 in 2007).

The Company's aluminum forward contract positions, producing the above results, are entered into to hedge anticipated future sales of metal. 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 being hedged. The effect of a reduction of 10% in aluminum prices on the Company's anticipated sales and purchases of aluminum is excluded from the sensitivity analysis above.

 

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 25,000 tonnes.
 

 
 
33
 

 
Item 4.          Controls and Procedures
 
a)          Evaluation of Disclosure Controls and Procedures
 
As at March 31, 2007, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer (respectively, the Company's principal executive and financial officers), of the effectiveness of the design and operation of Alcan's 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, Alcan's Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, 2007.
 
b)          Changes in Internal Control Over Financial Reporting
 
There have been no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. The Company will provide management's assessment of the effectiveness of the Company's internal control over financial reporting in the Company's Annual Report on Form 10-K for 2007.
 

 
 
34

PART II.  OTHER INFORMATION

Item 1.             Legal Proceedings

Millville, New Jersey Plant. Wheaton USA Inc., now Alcan Global Pharmaceutical Packaging Inc. ("AGPP"), operates air emission equipment pursuant to permit at its Millville (New Jersey, US) glass plant. In January 2007, the New Jersey Department of Environmental Protection ("NJDEP") served an administrative order and notice of administrative penalty on AGPP for alleged violations of its air permit at the Millville plant. AGPP is currently in discussions with New Jersey state officials.

Berry's Creek, New Jersey. In February 1996, the Company's UK Subsidiary, British Alcan Aluminium plc ("British Alcan") sold its investment in Luxfer USA Limited, now Luxfer, Inc. ("Luxfer"), including a company called Magnesium Elektron, Inc. ("ME"). As part of the sale agreement, British Alcan must indemnify the purchaser for certain claims that may arise after the date of sale. In January 2007, Luxfer's UK parent company notified British Alcan that ME had received from the US Environmental Protection Agency ("EPA") a Superfund notice in respect of a long since divested ME joint venture with another company on property near the Berry's Creek Study Area in New Jersey . British Alcan intends to respond to the EPA.

Items 1A., 3. and 5.

 

The registrant has nothing to report under these items.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

In the first quarter of 2007, the Company issued 95,739 Common Shares to former holders of Pechiney options that resided outside the United States and Canada upon the exercise of such options. The aggregate proceeds of the exercise of the options were approximately $3.8 million. These proceeds were used for general corporate purposes. These Common Shares were not registered under the Securities Act of 1933, as amended in reliance on regulation S. The dates of sale and amounts of Common Shares are set forth below:

Dates

Number of Shares

 

Dates

Number of Shares

 

Dates

Number of Shares

2 January 2007

1,595

 

7 February 2007

19,587

 

20 February 2007

1,116

4 January 2007

1,638

 

8 February 2007

798

 

21 February 2007

2,317

17 January 2007

819

 

9 February 2007

239

 

22 February 2007

3,190

30 January 2007

4,907

 

13 February 2007

4,987

 

26 February 2007

819

31 January 2007

1,617

 

14 February 2007

4,826

 

28 February 2007

1,638

1 February 2007

1,595

 

15 February 2007

28,858

 

2 March 2007

1,593

2 February 2007

319

 

16 February 2007

8,891

 

15 March 2007

1,116

5 February 2007

239

 

19 February 2007

3,035

 

 

 


 
 
 
35
 

 

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

The Annual Meeting of Shareholders of Alcan was held on April 26, 2007. At the Annual Meeting:

  • Election of Directors

On a vote by ballot, each of the following 13 nominees were elected as a Director of the Company.

Nominee

Votes For

% Votes For

Votes Withheld

% Votes Withheld

Roland Berger

220,873,035

99.55

995,379

0.45

L. Denis Desautels

210,740,776

94.98

11,127,638

5.02

Richard B. Evans

221,578,412

99.87

290,002

0.13

L. Yves Fortier

207,681,594

93.61

14,186,820

6.39

Jeffrey E. Garten

221,662,065

99.91

206,349

0.09

Jean-Paul Jacamon

220,802,523

99.52

1,065,891

0.48

Yves Mansion

215,644,013

97.19

6,224,401

2.81

Christine Morin-Postel

219,568,101

98.96

2,300,313

1.04

Heather Munroe-Blum

221,496,089

99.83

372,325

0.17

H. Onno Ruding

221,631,732

99.89

236,682

0.11

Gerhard Schulmeyer

209,909,163

94.61

11,959,251

5.39

Paul M. Tellier

221,637,807

99.90

230,607

0.10

Milton K. Wong

221,743,136

99.94

125,278

0.06

  • Appointment of Auditors

On a vote by ballot, PricewaterhouseCoopers LLP were appointed as auditors of the Company.

Votes For

% Votes For

Votes Withheld

% Votes Withheld

220,378,630

99.3

1,489,784

0.7

  • Resolution approving amendments to Alcan Executive Share Option Plan

On a vote by ballot, the amendments to the Alcan Executive Share Option Plan were approved.

Votes For

% Votes For

Votes Against

% Votes Against

176,609,377

83.3

35,354,212

16.7

 

Item 6.      Exhibits

(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.

 
 
36
 

 

 

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 2007                                                                                                                                  By: /s/  Cesidio Ricci                                  

                                                                                                                                                                           Cesidio Ricci

                                                                                                                                                                           Vice President and Controller

                                                                                                                                                                           (A Duly Authorized Officer)

 

 

 
 
37
 

 

EXHIBIT INDEX

Exhibit

Number                                                                   Description

 

(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.

 
 
38