SECURITIES AND EXCHANGE COMMISSI

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

Commission file number 1-3677

ALCAN INC.

(Exact name of registrant as specified in its charter)

 

CANADA

Inapplicable

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

Incorporation or Organization)

 

 

1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2

(Address of Principal Executive Offices and Postal Code)

 

(514) 848-8000

(Registrant's Telephone Number, including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No ____

Indicate by check mark whether the registrant is 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   X            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   X   

At August 2, 2006, the registrant had 376,083,800 shares of common stock (without nominal or par value) outstanding.


PART I. FINANCIAL INFORMATION

 

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

Item 1. Financial Statements 

ALCAN INC. 

INTERIM CONSOLIDATED STATEMENT OF INCOME (unaudited)

 

Second Quarter

Six Months

Periods ended June 30 ended June 30

2006

2005

2006

2005

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

 

 

 

 

Sales and operating revenues

6,103

5,206

11,653

10,384

 

 

 

 

 

Costs and expenses

 

 

 

 

Cost of sales and operating expenses, excluding depreciation

 

 

 

 

and amortization noted below

4,646

4,130

8,774

8,220

Depreciation and amortization

258

268

509

540

Selling, administrative and general expenses

366

345

730

725

Research and development expenses

55

49

107

98

Interest

69

90

145

175

Restructuring charges - net (note 6)

94

73

108

96

Other expenses (income) - net (note 10)

2

-

(29)

1

 

5,490

4,955

10,344

9,855

Income from continuing operations before income taxes and

 

 

 

 

    other items

613

251

1,309

529

Income taxes (note 9)

195

70

464

168

Income from continuing operations before other items

418

181

845

361

Equity income

37

28

65

57

Minority interests

(1)

(1)

(2)

(2)

Income from continuing operations

454

208

908

416

Income (Loss) from discontinued operations (note 4)

1

(17)

4

(7)

Income before cumulative effect of accounting change

455

191

912

409

Cumulative effect of accounting change, net of income

 

 

 

 

 taxes of $2 (nil in 2005) (note 2)

-

-

(4)

-

Net income

455

191

908

409

Dividends on preference shares

3

1

5

3

Net income attributable to common shareholders

452

190

903

406

Earnings (Loss) per share (note 5)

 

 

 

 

Basic:

 

 

 

 

Income from continuing operations

       1.21

       0.56

       2.42

       1.11

Income (Loss) from discontinued operations

             -

     (0.04)

       0.01

     (0.02)

Cumulative effect of accounting change

             -

             -

     (0.01)

             -

Net income per common share - basic

       1.21

       0.52

       2.42

       1.09

Diluted:

 

 

 

 

Income from continuing operations

       1.20

       0.56

       2.41

       1.11

Income (Loss) from discontinued operations

             -

     (0.04)

       0.01

     (0.02)

Cumulative effect of accounting change

             -

             -

     (0.01)

             -

Net income per common share - diluted

       1.20

       0.52

       2.41

       1.09

Dividends per common share

       0.15

       0.30

       0.30

       0.45

 

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

-2-


 

ALCAN INC.

 

INTERIM CONSOLIDATED BALANCE SHEET (unaudited)

 

 

 

 

June 30,

 2006

December 31,

2005

(in millions of US$)

 

 

ASSETS

 

 

 

 

 

Current assets

 

  

Cash and time deposits

182

181

Trade receivables (net of allowances of $58 in 2006 and $56 in 2005)

3,118

2,308

Other receivables

1,290

946

Deferred income taxes

177

150

Inventories (note 11)

2,953

2,734

Current assets held for sale (note 4)

15

119

Total current assets

7,735

6,438

 

 

 

Deferred charges and other assets

1,375

1,052

Investments

1,541

1,511

Deferred income taxes

850

863

Property, plant and equipment

 

 

Cost (excluding Construction work in progress)

17,433

16,990

Construction work in progress

2,268

1,604

Accumulated depreciation

(8,142)

(7,561)

 

11,559

11,033

Intangible assets (net of accumulated amortization of $292 in 2006

 

 

   and $233 in 2005)

996

1,013

Goodwill

4,636

4,713

Long-term assets held for sale (note 4)

2

15

Total assets

28,694

26,638

 

 

 

 

 

 

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

-3-
 


ALCAN INC.

 

INTERIM CONSOLIDATED BALANCE SHEET (cont'd) (unaudited)

 

 

 

 

June 30,

2006

December 31,

2005

(in millions of US$)

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

Current liabilities

 

 

Payables and accrued liabilities (note 12)

5,217

4,608

Short-term borrowings

349

348

Debt maturing within one year

105

802

Deferred income taxes

32

25

Current liabilities of operations held for sale (note 4)

11

62

Total current liabilities

5,714

5,845

 

 

 

Debt not maturing within one year

5,570

5,265

Deferred credits and other liabilities

2,052

1,608

Post-retirement benefits

3,157

3,037

Deferred income taxes

1,226

1,172

Minority interests

65

67

 

 

 

Shareholders' equity

 

 

Redeemable non-retractable preference shares

160

160

Common shareholders' equity

 

 

Common shares

6,377

6,181

Additional paid-in capital

671

683

Retained earnings

3,842

3,048

Common shares held by a subsidiary

(31)

(31)

Accumulated other comprehensive loss (note 14)

(109)

(397)

 

10,750

9,484

 

10,910

9,644

 

 

 

Commitments and contingencies (note 13)

 

 

 

 

 

Total liabilities and shareholders' equity

28,694

26,638

 

 

 

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

-4-
 


ALCAN INC.

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

(in millions of US$)

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net income

455

191

908

409

Cumulative effect of accounting change

-

-

4

-

Loss (Income) from discontinued operations

(1)

17

(4)

7

Income from continuing operations

454

208

908

416

Adjustments to determine cash from operating activities:

 

 

 

 

Depreciation and amortization

258

268

509

540

Deferred income taxes

83

(13)

227

42

Equity income, net of dividends

(2)

3

(18)

(24)

Asset impairment charges

36

27

45

35

Loss (Gain) on disposal of businesses and investments - net

(4)

17

(4)

16

Stock option compensation

11

5

36

10

Change in operating working capital

 

 

 

 

Change in receivables

(217)

(157)

(756)

(575)

Change in inventories

(31)

(128)

(109)

(114)

Change in payables and accrued liabilities

110

(47)

130

(319)

Change in deferred charges, other assets, deferred credits

 

 

 

 

            and other liabilities, and post-retirement benefits - net

75

43

167

150

        Other - net

(2)

(37)

(2)

(85)

Cash from operating activities in continuing operations

771

189

1,133

92

 

 

 

 

 

Cash from (used for) operating activities in discontinued

 

 

 

 

      operations

8

(18)

8

50

 

 

 

 

 

Cash from operating activities

779

171

1,141

142

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Proceeds from issuance of new debt - net of issuance costs

354

780

371

1,216

Debt repayments

(770)

(610)

(836)

(1,246)

Short-term borrowings - net

36

29

-

(1,993)

Common shares issued

82

6

149

10

Dividends - Alcan shareholders (including preference)

(59)

(57)

(117)

(115)

 - Minority interests

-

(1)

(1)

(1)

Cash from (used for) financing activities in continuing operations

(357)

147

(434)

(2,129)

 

 

 

 

 

Cash from financing activities in discontinued

 

 

 

 

operations

-

41

-

4

 

 

 

 

 

Cash from (used for) financing activities

(357)

188

(434)

(2,125)

 

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

-5-



 

ALCAN INC.

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd) (unaudited)

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

(in millions of US$)

 

 

 

 

 

 

 

 

 

INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

(469)

(441)

(895)

(698)

Business acquisitions and purchase of investments, net of

 

 

 

 

    cash and time deposits acquired

(2)

(42)

(40)

(42)

Net proceeds from disposal of businesses, investments and

 

 

 

 

    other assets

9

31

207

35

Settlement of amounts due from Novelis - net

-

-

-

2,535

Other

12

-

12

-

Cash from (used for) investment activities in continuing

 

 

 

 

operations

(450)

(452)

(716)

1,830

Cash from investment activities in discontinued

 

 

 

 

    operations

5

121

5

64

 

 

 

 

 

Cash from (used for) investment activities

(445)

(331)

(711)

1,894

 

 

 

 

 

Effect of exchange rate changes on cash and time deposits

2

(11)

5

(29)

Increase (Decrease) in cash and time deposits

(21)

17

1

(118)

Cash and time deposits - beginning of period

203

205

181

340

Cash and time deposits - end of period

182

222

182

222

 

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

-6-



 

ALCAN INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(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 financial statements as contained in the most recent annual report.  The interim financial statements do not include all of the financial statement disclosures included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and therefore should be read in conjunction with the Company's most recent annual report. 

In the opinion of management of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position and the results of operations and cash flows in accordance with U.S. GAAP.  The results reported in these interim consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. 

 

2.     ACCOUNTING CHANGES 

SFAS No. 123(R) - Share-Based Payment 

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment, which is a revision to SFAS No. 123, Accounting for Stock-Based Compensation.  SFAS No. 123(R) requires all share-based payments to employees to be recognized in the financial statements based on their fair values.  The fair value of options granted after January 1, 2006 is determined using a lattice model, whereas the fair value of options granted prior to that date was determined using the Black-Scholes valuation model.  The Company had previously adopted the fair-value based method of accounting for stock options using the retroactive restatement method described in SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, effective January 1, 2004.  This method is accepted under SFAS No. 123(R).

On January 1, 2006, the Company recorded an after-tax charge of $4, using the modified prospective application method, in Cumulative effect of accounting change, to record all outstanding liability awards, previously measured at their intrinsic value, at their fair value.  See note 8 - Stock Options and Other Stock-Based Compensation.   

SFAS No. 151 - Inventory Costs 

On January 1, 2006, the Company adopted the provisions of SFAS No. 151, Inventory Costs, on a prospective basis.  This statement amends the guidance in Accounting Research Bulletin (ARB) No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  ARB 43 previously stated that these expenses may be so abnormal as to require treatment as current period charges.  SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal".  In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.  The adoption of this standard did not impact the Company's financial statements.

-7-


2.     ACCOUNTING CHANGES (cont'd)

SFAS No. 154 - Accounting Changes and Error Corrections 

On January 1, 2006, the Company adopted the provisions of SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3.  This statement applies to all voluntary changes in accounting principle and changes the requirements for accounting for and reporting of a change in accounting principle.  The statement requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle versus including the cumulative effect of changing to the new accounting principle in net income.  SFAS No. 154 carries forward many provisions of APB Opinion No. 20 without change, including the provisions related to the reporting of a change in accounting estimate, a change in the reporting entity, and the correction of an error.  The adoption of this standard did not impact the Company's financial statements.

 

3.    RECENTLY ISSUED ACCOUNTING STANDARDS  

SFAS No. 156 - Accounting for Servicing of Financial Assets 

In March 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 156, Accounting for Servicing of Financial Assets.  The new standard, 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.  If an entity uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities, it can simplify its accounting since SFAS No. 156 permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period.  SFAS No. 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity's fiscal year that begins after September 15, 2006.  The Company does not anticipate that its financial statements will be significantly impacted by this statement.

FIN 48 - Accounting for Uncertainty in Income Taxes

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48).  This interpretation prescribes a more likely than not recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition of a tax position, classification of a liability for unrecognized tax benefits, accounting for interest and penalties, accounting in interim periods, and expanded income tax disclosures.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company is currently evaluating the impact of this interpretation on its financial statements. 

 

4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Bauxite and Alumina and Primary Metal 

On December 29, 2004, the Company announced that, following an extensive evaluation of the Company's operations subsequent to the Pechiney acquisition, it had entered into a binding agreement for the sale of its controlling interest in Aluminium de Grèce S.A. (AdG), as well as the transfer of certain related contracts, to Mytilineos Holdings S.A. of Greece.  The Company classified this business in discontinued operations and assets held for sale during the fourth quarter of 2004. The Company owned approximately 13 million shares in AdG, representing a 60.2% equity interest.  The transaction was completed on March 15, 2005 at a value of $104.  Under the terms of this agreement, Mytilineos Holdings S.A. and certain affiliated companies acquired from the Company a 53% equity position in AdG.  On March 31, 2006, the balance of the Company's interest in AdG of 7.2% was sold by the Company to Mytilineos Holdings S.A. for net proceeds of $13.

-8-



 

4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (cont'd)

Primary Metal 

On June 1, 2005, the Company completed the sale of Pechiney Électrométallurgie to Ferroatlántica, S.L. of Spain for net proceeds of $150.  The Company classified this business in discontinued operations and assets held for sale during the fourth quarter of 2004.  The Company's decision to sell this business was based on an extensive evaluation of the Company's operations subsequent to the Pechiney acquisition and is consistent with the Company's strategy of divesting non-core activities.

Engineered Products

In the first quarter of 2004, the Company committed to a plan to sell certain non-strategic assets that were not part of its core operations.  The assets were used to supply castings and components to the automotive industry.  On March 31, 2006, the Company sold these assets to AluCast GmbH for net proceeds of approximately nil.

Also in the fourth quarter of 2004, the Company committed to a plan to sell its service centres in France that were not part of its core operations.  These assets were classified as held for sale and were included in discontinued operations.  On April 20, 2005, the Company completed the sale of these service centres for net proceeds of $4 to Amari Metal France Ltd., which specializes in distributing aluminum, stainless steel and cuprous metal products.

Other 

In the fourth quarter of 2005, a decision was taken to close the Company's copper trading business.  The closure was substantially completed by the end of 2005. 

Fair values were determined based on either discounted cash flows or expected selling price.  Certain financial information has been reclassified in the prior periods to present these businesses as discontinued operations on the statement of income, as assets held for sale and liabilities of operations held for sale on the balance sheet and as cash flows from (used for) discontinued operations on the statement of cash flows. 

Selected financial information for the businesses included in discontinued operations is reported below: 

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Sales

-

78

55

276

Income (Loss) from operations

-

4

(1)

8

Gain (Loss) on disposal - net

-

(19)

1

(10)

Pre-tax loss

-

(15)

-

(2)

Income tax recovery (expense)

1

(2)

4

(5)

Income (Loss) from discontinued operations

1

(17)

4

(7)

 


-9-


4.     DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (cont'd)

 

The major classes of Assets held for sale and Liabilities of operations held for sale are as follows: 

 

June 30,

2006

December 31,

2005

Current assets held for sale:

 

 

Trade receivables

8

30

Other receivables

4

51

Deferred income taxes

3

2

Inventories

-

36

 

15

119

Long-term assets held for sale:

 

 

Deferred charges and other assets

-

13

Property, plant and equipment - net

2

2

 

2

15

Current liabilities of operations held for sale:

 

 

Payables and accrued liabilities

11

62

 

11

62

 

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. 

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Numerator:

 

 

 

 

Income from continuing operations

454

208

908

416

Less: dividends on preference shares

(3)

(1)

(5)

(3)

Income from continuing operations attributable to

 

 

 

 

   common shareholders

451

207

903

413

Denominator (number of common shares in millions):

 

 

 

 

Weighted average of outstanding shares - basic

375

370

374

370

Effect of dilutive stock options

2

-

2

1

Adjusted weighted average of outstanding shares - diluted

377

370

376

371

Earnings per common share - basic

     1.21

     0.56

     2.42

     1.11

Earnings per common share - diluted

     1.20

     0.56

     2.41

     1.11

 

 

In the second quarter and six months ended June 30, 2006, options to purchase 402,561 common shares (2005: 7,863,990 and 4,739,354) at a weighted average grant price of CAN$56.34 per share (2005: CAN$46.57 and CAN$50.16) were outstanding during the period but were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average price of the common shares. 

As at June 30, 2006, there were 376,070,782 (2005: 370,234,793) common shares outstanding. 

 -10-


 

6.    RESTRUCTURING PROGRAMS 

Q2 2006 Restructuring Activities 

On May 9, 2006, the Company announced the reorganization of its global specialty aluminas business (Bauxite and Alumina), entailing the gradual, yet permanent shut-down of the Company's Specialty-Calcined Alumina plant ("UPCA") in Jonquière, Quebec, by year end.  In relation to this activity, the Company recorded restructuring charges of $12 comprising $1 of severance costs and $11 of asset impairment charges during the second quarter of 2006.  The Company expects to incur additional charges of $2 related to site remediation costs in the first quarter of 2007. 

On July 12, 2006, the Company announced that it has 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 (Primary Metal).  In relation to this activity, the Company recorded restructuring charges of $44 comprising $14 of severance costs, $7 of other costs and $23 of asset impairment charges during the second quarter of 2006, as they met the criteria for recognition during the period.  No further charges are expected to be incurred. 

Also on July 12, 2006, the Company announced that it has begun consultations with unions and employee representatives for a proposed closure of two U.K. sites.  The proposed reorganization would result in the closure of the Workington, U.K. hard alloy extrusion plant (Engineered Products) and the closure of the Midsomer Norton, U.K. food flexibles packaging plant (Packaging).  

In relation to the Workington closure, the Company recorded restructuring charges of $9 comprised entirely of severance costs during the second quarter of 2006, as they met the criteria for recognition during the period.  Production from Workington would be consolidated at Alcan's facilities in Issoire and Montreuil-Juigné, France.  Workington is expected to cease production by the end of the second quarter of 2007.  The Company expects to incur additional charges of $1 in the second half of 2006 and $9 in 2007 related to this activity.   

In relation to the Midsomer Norton closure, the Company recorded restructuring charges of $17 comprising $16 of severance costs and $1 of asset impairment charges during the second quarter of 2006, as they met the criteria for recognition during the period.  The plant has been adversely affected by a declining demand in the U.K. market and high raw material costs.  The site is expected to close by the end of 2006.  The Company expects to incur additional charges of $3 in the second half of 2006 and $4 in 2007 related to this activity. 

In addition, the Company also recorded severance costs of $2 during the second quarter of 2006 related to the closure of Alcan Packaging Mohammedia's cookware activity. 

2005 Restructuring Activities 

As part of the continuing drive to reshape its portfolio, counter increasing competitive pressures in Western countries and improve margins, the Packaging Group is pursuing plans to restructure certain businesses, notably Global Beauty Packaging and Food Packaging Europe.  A restructuring charge of $485 (Q1: $11; Q2: $31; Q3: $37; Q4: $406) was taken in 2005 to reflect the ongoing implementation of this strategy.  This charge is comprised of severance costs of $94 (Q1: nil; Q2: $26; Q3: $7; Q4: $61), asset impairment charges of $331 (Q1: $7; Q2: $(2); Q3: $17; Q4: $309) and other charges of $60 (Q1: $4; Q2: $7; Q3: $13; Q4: $36).  In addition to these restructuring charges, other costs of $2 (Q1: nil; Q2: nil; Q3: nil; Q4: $2) were recorded in Cost of sales and operating expenses.  In the first quarter of 2006, the Company incurred an additional $9 of restructuring charges.  This charge is comprised of severance costs of $2, asset impairment charges of $5 and other charges of $2.  In the second quarter of 2006, the Company incurred an additional $8 of restructuring charges.  These charges are comprised of severance costs of $5 and other charges of $3.  The Company expects to incur an additional $29 of charges related to the activities initiated and approved as of December 31, 2005, and these restructurings should be completed during the first half of 2007.

 -11-



 

6.     RESTRUCTURING PROGRAMS (cont'd) 

During the first quarter of 2006, the Company closed its Vernon, California, aluminum cast plate facility (Engineered Products) as a result of competitive pressures in a challenging economic environment.  In the second quarter of 2006, the Company incurred additional other restructuring charges of $1 related to this activity.  No further charges are expected to be incurred in connection with the Vernon closure.  In addition to the Vernon closure, Engineered Products underwent continued restructuring in 2005.  The Company recorded restructuring charges of $17 related to these activities consisting of severance costs of $13 and asset impairment charges of $4.  In addition to these restructuring charges, $14 of additional pension costs related to the Vernon closure, and $4 of additional environmental costs related to other restructurings, were recorded in Cost of sales and operating expenses in the fourth quarter of 2005.  

In the fourth quarter of 2005, the Company recorded restructuring charges of $115 related to the closure of its aluminum smelter in Lannemezan, France, and its Steg primary aluminum smelter in Switzerland (Primary Metal) due to escalating energy costs.  The closure process for Lannemezan began in June 2006 and is expected to be completed, at the latest, during the course of 2008.  The closure of Steg was completed in April 2006.  These charges were comprised of severance costs of $43, asset impairment charges of $61, and other charges of $11.  No further charges are expected to be incurred in connection with these closures. 

On September 14, 2005, the Company announced that its subsidiary, Société Générale de Recherches et d'Exploitations Minières (Sogerem) (Bauxite and Alumina), 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.  In relation to this activity, the Company recorded restructuring charges of $9 comprising $6 of severance costs, $2 of other costs and $1 of asset impairment charges during the third quarter of 2005.  In addition to the $9 of restructuring charges, $5 relating principally to additional asset retirement obligations were recorded, as a result of this activity, in Cost of sales and operating expenses.  In the first quarter of 2006, the Company incurred additional other restructuring charges of $2.  No further charges are expected to be incurred. 

In the second quarter of 2005, the Company announced the restructuring of its Engineered Products facilities in Singen, Germany, and Sierre, Switzerland, in order to improve efficiency and ensure their long-term viability.  Alcan will integrate its extrusion activities at the Singen and Sierre sites and restructure the automotive structures and composites into its operations at Singen.  The Company incurred $30 (Q1: $1; Q2: $27; Q3: nil; Q4: $2) of severance charges.  This restructuring is expected to be completed by the end of 2006.  

In 2005, the Company incurred $5 (Q1: nil; Q2: $14; Q3: nil; Q4: $(9)), mostly related to severance costs, in connection with the exit from the Mercus and Froges high-purity-metal processing operations in France (Engineered Products), which occurred during the first quarter of 2006. 

In 2005, the Company recorded other restructuring charges of $9 (Q1: $3; Q2: $2; Q3: $1; Q4: $3) consisting of severance costs of $6 (Q1: $1; Q2: $3; Q3: nil; Q4: $2) relating principally to additional Pechiney involuntary termination costs in Primary Metal and the closure of a Balsa composites plant in Guayaquil, Ecuador (Engineered Products), asset impairment charges of $2 (Q1: $2; Q2: nil; Q3: nil; Q4: nil) related to a Pechiney facility in China (Engineered Products) and other costs of $1 (Q1: nil; Q2: nil; Q3: nil; Q4: $1) in Primary Metal.  In the first quarter of 2006, the Company incurred additional severance charges of $1 in Primary Metal.

 -12-


 

6.     RESTRUCTURING PROGRAMS (cont'd) 

2004 Restructuring Activities 

In line with the Company's objective of value maximization, the Company undertook various restructuring initiatives in 2004. 

Pechiney 

In 2004, the Company recorded liabilities of $193 for restructuring costs in connection with the exit of certain operations of Pechiney, and these costs were recorded in the allocation of the purchase price.  These costs relate principally to severance costs of $121 related to the involuntary termination of Pechiney employees in France (Primary Metal, Engineered Products, Packaging and Other), as well as other severance costs of $54, principally comprising $21 relating to a plant closure in Barcelona, Spain (Packaging), $17 relating to a planned plant closure in Flemalle, Belgium (Entities transferred to Novelis), $5 relating to a plant closure in Garbagnate, Italy (Packaging), and $1 relating to the downsizing of a plant in Kolin, Czech Republic (Packaging).  A restructuring provision of $21 related to the plant closure in Flemalle was transferred to Novelis in 2005 following the spin-off. 

Other 2004 restructuring activities 

In the third quarter of 2004, the Company incurred restructuring charges of $19 relating to the consolidation of its U.K. aluminum sheet rolling activities in Rogerstone, Wales, in order to improve competitiveness through better capacity utilization and economies of scale.  Production ceased at the rolling mill in Falkirk, Scotland, in December 2004.  The charges include $6 of severance costs, $8 of asset impairment charges, $2 of pension costs, $3 of decommissioning, environmental costs and other charges.  These entities and the related restructuring provision of $5 were transferred to Novelis in 2005 following the spin-off. 

In 2004, the Company incurred restructuring charges of $7 relating to the closure of two corporate offices in the U.K. and Germany (Other).  The charges include $4 related to severance costs and $3 related to lease exit costs and costs to consolidate facilities.  In 2005, the Company incurred additional severance and exit costs of $2 (Q1: $3; Q2: $(3); Q3: nil; Q4: $2) in relation to the closure of its corporate office in the U.K.  The restructuring provision of $3 related to the closure of the corporate office in Germany was transferred to Novelis in 2005 following the spin-off. 

In November 2004, the Company announced the downsizing of its Alcan Mass Transportation Systems business unit in Zurich, Switzerland (Engineered Products), as a result of changing market conditions and business realities.  In the fourth quarter of 2004, the Company incurred restructuring charges of $5 consisting of $4 of asset impairment charges, and $1 of other charges.  In 2005, the Company incurred additional severance charges of $4 (Q1: $2; Q2: $1; Q3: $1; Q4: nil), asset impairment charges of $1 (Q1: $1; Q2: nil; Q3: nil; Q4: nil) and other costs of $3 (Q1: nil; Q2: nil; Q3: nil; Q4: $3) relating to the downsizing of this business.  In addition, the Engineered Products group incurred restructuring charges of $9 in 2004 relating to both the closure of a composites facility in the U.S., and process reengineering at certain facilities in Switzerland and Germany.  The 2004 charges consisted of severance costs of $6, asset impairment charges of $2 and other costs of $1.  

In 2004, the Company incurred restructuring charges of $39 relating to exit costs incurred in connection with certain non-strategic packaging facilities located in the U.S. and France.  These charges consist of severance costs of $23, asset impairment charges of $11 and other charges of $5.  

In early 2004, the Company permanently halted production at its Jonquière Söderberg primary aluminum facility in Saguenay, Quebec (Primary Metal).  As a result, the Company recorded charges of $14 in 2004 comprising $5 of severance costs, $5 of asset impairment charges, and $4 of other costs.  In 2005, the Company incurred additional restructuring charges of $5 (Q1: $1; Q2: nil; Q3: nil; Q4: $4) consisting of severance costs of $3 (Q1: nil; Q2: nil; Q3: nil; Q4: $3) and other costs of $2 (Q1: $1; Q2: nil; Q3: nil; Q4: $1).  In the first quarter of 2006, the Company incurred additional other restructuring charges of $1.

 -13-



 

6.     RESTRUCTURING PROGRAMS (cont'd) 

The schedule provided below shows details of the provision balances and related cash payments for the significant restructuring activities:

 

 

Severance Costs

Asset Impairment Charges*

 

 

Other

 

 

Total

Provision balance as at January 1, 2005

200

-

46

246

 

 

 

 

 

2005:

 

 

 

 

Provisions transferred to Novelis

(31)

-

(14)

(45)

Charges recorded in the statement of income

204

400

81

685

Cash payments - net

(118)

-

(40)

(158)

Non-cash items

(12)

(400)

(16)

(428)

Provision balance as at December 31, 2005

243

-

57

300

 

 

 

 

 

Six months, 2006:

 

 

 

 

Charges recorded in the statement of income

52

40

16

108

Cash payments - net

(83)

-

(17)

(100)

Non-cash items

10

(40)

2

(28)

Provision balance as at June 30, 2006

222

-

58

280

 

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

The schedule below shows details of the charges by operating segment: 

Charges recorded in the statement of income in Other expenses (income) - net

 

 

Quarter ended June 30, 2006

Severance Costs

Asset Impairment Provisions

Other

Total

Bauxite and Alumina

1

11

-

12

Primary Metal

14

23

7

44

Engineered Products

9

-

1

10

Packaging

23

1

3

27

Other

1

-

-

1

Total

48

35

11

94

Six months ended June 30, 2006

 

 

 

 

Bauxite and Alumina

1

11

2

14

Primary Metal

15

23

8

46

Engineered Products

10

-

1

11

Packaging

25

6

5

36

Other

1

-

-

1

Total

52

40

16

108

 

For the second quarter and six months ended June 30, 2006, $52 and $63, respectively (2005: $43 and $59) 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 major corporate-wide acquisitions or initiatives.  See note 7 - Information by Operating Segment.


-14-


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 group comprises Alcan's worldwide activities related to bauxite mining and refining into smelter-grade and specialty aluminas, owning and/or operating six bauxite mines and deposits in five countries, five smelter-grade alumina plants in four countries and six specialty alumina plants in three countries.  This group also comprises sales of technology and technical assistance and a bauxite and alumina trading business.

Primary Metal 

Also headquartered in Montreal, this group comprises smelting operations, power generation, production of primary value-added ingot, manufacturing of smelter anodes and cathodes, as well as aluminum fluoride, smelter technology and equipment sales, engineering services and trading operations for aluminum, operating or having interests in 21 smelters in 10 countries.  The Company has relocated the operational headquarters of its European primary aluminum business to Voreppe, France. 

Engineered Products 

Headquartered in Paris, France, this group produces extruded, rolled and cast aluminum products, engineered shaped products and structures, including cable, wire and rod, as well as composite materials such as aluminum-plastic, fibre reinforced plastic and foam-plastic in 49 plants located in 12 countries.   Also included in Engineered Products are 33 service centres in 11 countries offering technical assistance, cutting, shaping, machining and assembling for smaller customers, and 32 offices in 28 countries that sell and source specialty products and materials for industrial applications in 65 countries.

-15-


7.     INFORMATION BY OPERATING SEGMENT (cont'd)

Packaging 

Also headquartered in Paris, this group consists of the Company's worldwide food, pharmaceutical and medical, beauty and personal care and tobacco packaging businesses, operating 145 plants in 30 countries.  This group produces packaging from a number of different materials, including plastic, aluminum, paper, paperboard, glass and steel.

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.

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Sales and operating revenues - Intersegment

 

 

 

 

Bauxite and Alumina

460

418

930

775

Primary Metal

656

539

1,227

994

Engineered Products

50

54

94

168

Packaging

1

-

1

2

Other

(1,167)

(1,011)

(2,252)

(1,939)

 

-

-

-

-

 

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Sales and operating revenues - Third Parties

 

 

 

 

Bauxite and Alumina

482

369

795

742

Primary Metal

2,260

1,679

4,271

3,335

Engineered Products

1,868

1,589

3,547

3,149

Packaging

1,511

1,578

3,012

3,162

Adjustments for equity-accounted joint ventures and

 

 

 

 

certain investments

(25)

(21)

11

(30)

Other

7

12

17

26

 

6,103

5,206

11,653

10,384

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Business Group Profit (BGP)

 

 

 

 

Bauxite and Alumina

126

111

255

208

Primary Metal

774

425

1,532

856

Engineered Products

144

101

298

216

Packaging

134

177

280

333

Adjustments for equity-accounted joint ventures and

 

 

 

 

certain investments

(86)

(77)

(157)

(151)

Adjustments for mark-to-market of derivatives

7

33

21

30

Depreciation and amortization

(258)

(268)

(509)

(540)

Intersegment, corporate offices and other

(159)

(161)

(266)

(248)

Equity income

37

28

65

57

Interest

(69)

(90)

(145)

(175)

Income taxes

(195)

(70)

(464)

(168)

Minority interests

(1)

(1)

(2)

(2)

Income from continuing operations

454

208

908

416

 -16-



7.     INFORMATION BY OPERATING SEGMENT (cont'd)

Risk Concentration

The Company's consolidated sales and operating revenues for the second quarter and six months ended June 30, 2006, include $724 and $1,347, respectively (2005: $548 and $1,145) arising from transactions with one customer. These sales and operating revenues, principally made by the Primary Metal Group, represent 12% (2005: 11%) of consolidated sales and operating revenues for both the second quarter and six months ended June 30, 2006.

 

8.     STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION

Alcan Executive Share Option Plan

Under the Alcan Executive Share Option Plan, certain key employees may purchase common shares at an exercise price that is based on the market value of the shares on the date of the grant of each option.  These common shares are issued from treasury.  Options granted beginning in 1998 vest (not less than three months after the grant date) in respect of one-third of the grant when the market value of the share has increased by 20% over the exercise price, two-thirds of the grant when the market value of the share has increased by 40%, and the entire amount of the grant when the market value of the share has increased by 60%.  The market value must exceed these thresholds for at least 21 consecutive trading days.  All options that do not attain the thresholds above vest nine years after the grant date.  All options expire ten years after the grant date.  In the event of death or retirement, any remainder of this ten-year period in excess of five years is reduced to five years, and the said thresholds are waived.  Options granted before 1998 vest generally over a fixed period of four years from the grant date and expire at various dates during the next ten years.  Upon consummation of the combination with Alusuisse Group Ltd. on October 17, 2000, all options granted prior to the consummation were vested.  In respect of certain options granted to certain senior executives in 1996, 1997 and 1998, the Company granted further options which become effective upon the exercise of the associated options and upon the executive placing at least one-half of the common shares resulting from the exercise of these options in trust with an agency named by the Company, for a minimum period of five years.  The exercise price of these options is based on the market value of the common shares on the exercise date of the associated options.  These options are exercisable in the same manner, and will also terminate on the same date, as the associated options.  The vesting provisions of these options are identical to those of the associated options.    

On January 6, 2005, Alcan Executive Share Options to purchase 1,368,686 shares, granted to Novelis employees who were Alcan employees immediately prior to the spin-off, were cancelled.  

As a result of the spin-off of Novelis, Alcan Executive Share Options held prior to the spin-off of Novelis were converted to new options, the number and exercise prices of which were based on the trading prices of Alcan shares immediately before and immediately after the effective date of the spin-off to preserve the economic value of the option grants.  This amounted to a conversion ratio of one share under the original grants to 1.1404 shares under the new options and the exercise price per option was reduced accordingly. 

Changes in the number of shares under options as well as the average exercise price are summarized below:

 

 

Number of Shares Under Options

(in thousands)

Weighted Average Exercise Price

(CAN$)

Outstanding - January 1, 2006

11,295

43.40

Granted

167

49.59

Exercised

(2,839)

39.28

Forfeited

(35)

46.51

Outstanding - June 30, 2006

8,588

44.87

Exercisable - June 30, 2006

3,536

40.74

 -17-



 

8.      STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd) 

Shares under Options Outstanding at June 30, 2006 

NUMBER OF SHARES UNDER OPTIONS
(IN THOUSANDS)

RANGE OF EXERCISE PRICE
(CAN$)

WEIGHTED AVERAGE EXERCISE PRICE (CAN$)

WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)

514

30.43-35.00

33.81

5.30

2,386

35.01-40.00

38.34

8.68

1,000

40.01-45.00

40.93

3.91

1,454

45.01-50.00

46.62

7.22

3,234

50.01-56.34

51.87

6.98

8,588

30.43-56.34

44.87

7.04

 

Shares under Options Exercisable and Fully Vested at June 30, 2006 

NUMBER OF SHARES UNDER OPTIONS
(IN THOUSANDS)

RANGE OF EXERCISE PRICE
(CAN$)

WEIGHTED AVERAGE EXERCISE PRICE (CAN$)

WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)

514

30.43-35.00

33.81

5.30

1,467

35.01-40.00

38.40

8.36

696

40.01-45.00

40.99

3.51

476

45.01-50.00

46.32

6.31

383

50.01-56.34

51.59

4.44

3,536

30.43-56.34

40.74

6.26

At June 30, 2006, the Company had 20,756,203 shares reserved for issue under the Alcan Executive Share Option Plan. 

The total intrinsic value of the Alcan Executive Share Options exercised during the second quarter and six months ended June 30, 2006, was $31 and $44, respectively (2005: nil and $1). For the second quarter and six months ended June 30, 2006, the Company received $57 and $99, respectively, from the exercise of Alcan Executive Share Options (2005: $4 and $7). 

The total intrinsic value of Alcan Executive Share Options fully vested at June 30, 2006, is $38 (2005: nil).  The total compensation cost related to nonvested Alcan Executive Share Options not yet recognized is $23 at June 30, 2006.  The weighted-average period over which this cost is expected to be recognized is three years.  

The fair value of options vested during the second quarter and six months ended June 30, 2006, is $21 and $31, respectively (2005: $1 and $1). 

For all Alcan Executive Share Options granted subsequent to December 31, 2005, the fair value is estimated using a Monte Carlo simulation model.  As the Alcan Executive Share Options contain a market condition, which should be reflected in the grant date fair value of the options, the Company prospectively changed its valuation technique based on further clarification provided in SFAS No. 123(R).  The Monte Carlo simulation model explicitly considers market conditions and in doing so, provides a better estimate of fair value than the Black-Scholes option pricing model used in prior years.  The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying each market condition stipulated in the award.  The valuation model used the following assumptions:

 

 

 

 

Dividend yield (%)

 

 

          1.66

Expected volatility (%)

 

 

        31.78

Risk-free interest rate (%)

 

 

   4.35-4.86

Original term of awards (years)

 

 

             10

The weighted average grant date fair value for Alcan Executive Share Options issued during the second quarter and six months ended June 30, 2006 is nil and $13.94, respectively (2005: nil and nil).

 -18-



 

8.      STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd) 

Derived Service Period

For options granted during the six months ended June 30, 2006, the requisite service period is derived for the three vesting tranches described above using the same Monte Carlo simulation.  The fair values of the options for each of the first, second and third tranches are recognized as compensation expense over a requisite service period of one, two and three years, respectively.  The Company changed its method of calculating the requisite service period based on further clarification provided in SFAS No. 123(R), as the Alcan Executive Share Options contain a market condition.

Pechiney Stock Option Plans 

Under the stock option plans of Pechiney, now a wholly-owned subsidiary of Alcan, certain officers and employees were granted options to subscribe to or to purchase Pechiney common shares. 

Alcan and Pechiney agreed on the terms of a liquidity agreement which has been made available to beneficiaries of Pechiney subscription and purchase options ("Liquidity Agreement"). The Liquidity Agreement allowed the holders of Pechiney options to either (a) exchange their Pechiney shares resulting from the exercise of the Pechiney options for Alcan common shares on the basis of a ratio equivalent to the consideration offered under Alcan's public offer for Pechiney or (b) give up their Pechiney options and receive new options to subscribe for Alcan common shares on the basis of a ratio equivalent to the consideration offered under Alcan's public offer for Pechiney. Upon the clearance by the French Autorité des marchés financiers of Alcan's initial public offer for Pechiney securities on July 16, 2003, the Pechiney options became fully vested.  The Alcan common shares are issued from treasury. 

Changes in the number of Alcan shares under Pechiney options as well as the average exercise price are summarized below: 

 

Number of Shares Under Pechiney Options

(in thousands)

Weighted Average Exercise Price

()

Outstanding - January 1, 2006

3,670

31.63

Exercised

(919)

29.23

Forfeited

(26)

28.79

Outstanding and Exercisable - June 30, 2006

2,725

32.46

 

Shares under Pechiney Options Outstanding and Exercisable at June 30, 2006 

NUMBER OF SHARES

UNDER OPTIONS

(IN THOUSANDS)

 

RANGE OF EXERCISE

PRICE (€)

 

WEIGHTED AVERAGE EXERCISE PRICE (€)

WEIGHTED AVERAGE REMAINING

CONTRACTUAL LIFE

(YEARS)

349

16.73-19.92

19.79

6.58

45

23.50-23.92

23.67

2.21

924

29.07-31.36

29.95

4.05

1,407

37.53-37.67

37.54

5.68

2,725

16.73-37.67

32.46

5.19

 

Under the terms of the Liquidity Agreement, a maximum of 3,890,542 Alcan common shares can be issued. 

As part of the cost of the acquisition of Pechiney, an amount of $80 was recognized for the fair value of the Pechiney options and credited to Additional paid-in capital.  The Black-Scholes valuation model was used to determine the fair value of Pechiney options. The weighted average assumptions used were a dividend yield of 2.19%, an expected volatility of 52.50%, a market risk-free interest rate of 3.99% and an expected life of seven years.


-19-


8.     STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd) 

The total intrinsic value of Pechiney options exercised during the second quarter and six months ended June 30, 2006, was $7 and $13, respectively (2005: nil and nil).  For the second quarter and six months ended June 30, 2006, the Company received $16 and $33, respectively, from the exercise of Pechiney options (2005: nil and nil). 

Other Stock-Based Compensation Plans 

Stock Price Appreciation Unit Plan 

A small number of employees are entitled to receive Stock Price Appreciation Units (SPAU) instead of Alcan Executive Share Options due to certain local considerations in their countries of residence, whereby they are entitled to receive cash in an amount equal to the excess of the market value of a common share on the date of exercise of a SPAU over the market value of a common share as of the date of grant of such SPAUs.  SPAUs vest in the same manner as the Alcan Executive Share Options granted beginning in 1998.  On January 6, 2005, 211,035 SPAUs, representing SPAUs held by Novelis employees who were Alcan employees immediately prior to the spin-off, were cancelled.   The remaining SPAUs were converted in the same manner as described under the Alcan Executive Share Option Plan. 

As described in note 2 - Accounting Changes - Share-Based Payment, the Company began recording all outstanding liability awards at fair value on January 1, 2006.  Accordingly, the Company recorded an after-tax charge of $4 using the modified prospective application method in Cumulative effect of accounting change to record all outstanding SPAUs, previously measured at their intrinsic value, at their fair value.  Prior periods have not been restated.  The fair value of all outstanding SPAUs is estimated using the Monte Carlo simulation model described under the Alcan Executive Share Option Plan. 

The change in SPAUs for the six-month period ended June 30, 2006 is as follows: 

 

Number of SPAUs(in thousands)

Weighted Average Exercise Price

(CAN$)

Outstanding - January 1, 2006

1,019

42.09

Exercised

(297)

39.45

Forfeited

(6)

46.90

Outstanding - June 30, 2006

716

43.15

Exercisable - June 30, 2006

338

39.88

SPAUs Outstanding at June 30, 2006 

 

NUMBER OF SPAUs
(IN THOUSANDS)

RANGE OF EXERCISE

PRICE (CAN$)

WEIGHTED AVERAGE EXERCISE PRICE (CAN$)

WEIGHTED AVERAGE REMAINING

CONTRACTUAL LIFE

(YEARS)

82

34.04-35.00

34.04

4.42

159

35.01-40.00

38.26

9.23

132

40.01-45.00

40.86

4.66

179

45.01-50.00

46.16

5.89

164

50.01-50.99

50.99

8.24

716

34.04-50.99

43.15

6.77

 -20-



 

8.      STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd) 

SPAUs Exercisable at June 30, 2006 

NUMBER OF SPAUs
(IN THOUSANDS)

RANGE OF EXERCISE

PRICE (CAN$)

WEIGHTED AVERAGE EXERCISE PRICE (CAN$)

WEIGHTED AVERAGE REMAINING
CONTRACTUAL LIFE

(YEARS)

82

34.04-35.00

34.04

4.42

88

35.01-40.00

38.26

9.23

81

40.01-45.00

40.86

4.30

87

45.01-46.16

46.16

4.46

338

34.04-46.16

39.88

5.65

  

The total intrinsic value for SPAUs redeemed, which is equal to the amount the Company paid, during the second quarter and six months ended June 30, 2006, was $3 and $4, respectively (2005: nil and nil). 

The total intrinsic value of SPAUs fully vested at June 30, 2006 is $4 (2005: nil).  The total compensation cost related to nonvested SPAUs not yet recognized is $4 at June 30, 2006.  The weighted-average period over which this cost is expected to be recognized is two years. 

The fair value of the SPAUs vested during the second quarter and six months ended June 30, 2006 is $4 and $5, respectively. 

Total Shareholder Return Performance Plan 

A number of employees are entitled to receive cash awards under the Total Shareholder Return (TSR) Performance Plan (TSR Plan), a cash incentive plan that provides performance awards to eligible employees based on the relative performance of the Company's common share price and cumulative dividend yield performance compared to other corporations included in the Standard & Poor's Industrial Composite Index measured over three-year periods commencing on October 1, 2005, 2004 and 2003.  Generally, participants are only eligible for payment of cash awards under the TSR Plan if they are employed by the Company over the entire three-year period.  If the performance results for the Company's common shares ranks below the 30th percentile compared to all companies in the Standard & Poor's Industrial Composite Index (Peer Companies), the employee will not receive an award.  At the 30th percentile rank, the employee will be paid an award equal to 60% of the target.  At the 50th percentile rank, the employee will earn a payout of 100% of the target, and at or above the 75th percentile rank, the employee will earn the maximum award, which is equal to 300% of the target set for the three-year period. The actual amount of the award (if any) will be prorated between the percentile rankings.   

As described in note 2 - Accounting Changes - Share-Based Payment, the Company began recording all outstanding liability awards at fair value on January 1, 2006.  Accordingly, on this date, the Company began recording all outstanding awards under the TSR Plan at fair value.  The fair value of all outstanding TSR awards was estimated by using a Monte Carlo simulation model to simulate the total shareholder return for each of the Peer Companies over the term of the performance period and to evaluate the Company's percentile rank among the Peer Companies in order to determine the payout.  The adoption of the fair value method did not have a material impact on the outstanding TSR awards on January 1, 2006.  Prior to this date, the TSR awards were measured at their intrinsic value and the changes in market value recorded as an increase (or decrease) in compensation expense. 

The valuation model used the following assumptions at June 30, 2006: 

Alcan expected volatility (%)

 

 

30.09

Alcan expected correlation with market

 

 

0.45

Risk-free interest rate (%)

 

 

5.19

Expected market volatility (S&P 500) (%)

 

 

11.07

 -21-



 

8.      STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd) 

The peer group expected volatility and correlation with the market at June 30, 2006, is summarized as follows: 

PEER GROUP

VOLATILITY

CORRELATION WITH MARKET

Peer group average

27.32%

0.45

Peer group high

112.39%

0.69

Peer group low

13.23%

0.12

 

On January 6, 2005, all Novelis employees who were Alcan employees immediately prior to the spin-off ceased to actively participate in and accrue benefits under this plan.  No cash payments were made to these employees as a result of the spin-off nor does Alcan have any liability to make future cash payments to these individuals.   

As described above, under the Executive Deferred Share Unit Plan, executive officers based in Canada may elect, at least 12 months prior to the end of the three-year period of the TSR Plan, to receive EDSUs for their total award earned under the TSR Plan for that period instead of a cash payment.  For the second quarter and six months ended June 30, 2006, 21 and 43 units, respectively, were granted to eligible executive officers.  At June 30, 2006, 7,161 units were outstanding. 

Executive Deferred Share Unit Plan 

Under the Executive Deferred Share Unit Plan, executive officers based in Canada may elect, prior to the beginning of any particular year, to receive Executive Deferred Share Units (EDSUs) with a value between 10% and 100% of their Executive Performance Award (EPA) in respect of that year, instead of a cash payment.  These executive officers may also elect, at least 12 months prior to the end of the three-year period of the TSR Plan, to receive EDSUs for their TSR award for that period, instead of a cash payment.  The number of EDSUs is determined by dividing the amount so elected by the average price of a common share on the Toronto and New York stock exchanges at the end of the preceding year for the EDSUs related to the EPA, and at the end of the three-year period for the EDSUs related to the TSR  Plan.  Additional EDSUs are credited to each holder thereof corresponding to dividends declared on common shares. The EDSUs are redeemable only upon termination of employment (retirement, resignation or death). The cash amount to be paid by the Company upon redemption is calculated by multiplying the accumulated balance of EDSUs by the average price of a common share on the said exchanges at the time of redemption. Under the terms of this plan, discretionary EDSUs may be granted as determined by the Board of Directors.  On January 6, 2005, EDSUs held prior to the spin-off of Novelis were converted in the same manner as described under the Alcan Executive Share Option Plan.   

For the second quarter and six months ended June 30, 2006, 10,687 and 10,934 units, respectively, were granted and nil and 11,439 units, respectively, were redeemed.  At June 30, 2006, 90,447 units were outstanding.  The Company paid nil and $1 for the redemption of units for the second quarter and six months ended June 30, 2006, respectively.

Non-Executive Directors Deferred Share Unit Plan 

Under the Non-Executive Directors Deferred Share Unit Plan, non-executive directors receive 50% of compensation payable in the form of Directors' Deferred Share Units (DDSUs) and 50% in the form of either cash or additional DDSUs at the election of each non-executive director. The number of DDSUs is determined by dividing the quarterly amount payable by the average price of a common share on the Toronto and New York stock exchanges on the last five trading days of each quarter. Additional DDSUs are credited to each holder thereof corresponding to dividends declared on common shares. The DDSUs are redeemable only upon termination (retirement, resignation or death). The cash amount to be paid by the Company upon redemption is calculated by multiplying the accumulated balance of DDSUs by the average price of a common share on the said exchanges at the time of redemption. On January 6, 2005, Non-Executive DDSUs held prior to the spin-off of Novelis were converted in the same manner as described under the Alcan Executive Share Option Plan.   

For the second quarter and six months ended June 30, 2006, 9,642 and 19,920 units, respectively, were granted and 16,216 and 16,216 units, respectively, were redeemed.  At June 30, 2006, 136,567 units were outstanding.  The Company paid $1 and $1 for the redemption of units for the second quarter and six months ended June 30, 2006, respectively.

 -22-


 

8.     STOCK OPTIONS AND OTHER STOCK-BASED COMPENSATION (cont'd)

Restricted Stock Units 

A small number of employees are granted Restricted Stock Units (RSUs). Additional RSUs are credited to each holder thereof corresponding to dividends declared on common shares.  RSUs usually vest three years after the grant date. Each RSU carries the right to an amount equal to the average price of a common share on the Toronto and New York stock exchanges on the five trading days ending on the vesting date.  As a result of the spin-off, RSUs held prior to the spin-off of Novelis were converted in the same manner as described under the Alcan Executive Share Option Plan.   

For the second quarter and six months ended June 30, 2006, 166 and 8,449 units, respectively, were granted and 5,408 and 7,533 units, respectively, were redeemed.  At June 30, 2006, 52,703 units were outstanding.  The Company paid approximately nil for the redemption of a portion of the RSUs for the second quarter and six months ended June 30, 2006. The remaining RSU's redeemed were converted to Alcan common shares. 

Total Stock-Based Compensation Cost 

Total stock-based compensation costs (income) for the second quarter and six months ended June 30, 2006 are $21 and $61, respectively (2005: ($6) and ($3)).  These costs include stock-option expense of $11 and $36 for the second quarter and six months ended June 30, 2006, respectively (2005: $5 and $10) and other stock-based compensation costs (income) of $10 and $25 for the second quarter and six months ended June 30, 2006, respectively (2005: ($11) and ($13)).  Included in stock-option expense is $11 in the first quarter of 2006 due to the recognition of compensation expense related to retired and retirement-eligible employees. 

As a result of the adoption of SFAS No. 123(R), the Company recognizes compensation expense immediately for all stock options issued on or after January 1, 2006 to retirement eligible employees.  For stock options issued prior to this date, all unrecognized compensation expense is recognized immediately upon the employee's retirement. 

 

9.    INCOME TAXES 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Current

112

83

237

126

Deferred

83

(13)

227

42

 

195

70

464

168

 

The composite of the applicable statutory corporate income tax rates in Canada is 33% (2005: 32%).  


-23-


10.   OTHER EXPENSES (INCOME) - NET

 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

 

 

 

 

 

Asset impairment charges not included in restructuring programs

1

23

5

26

Loss (Gain) on disposal of businesses and investments - net

(4)

17

(4)

16

Provision for (Recoveries of) legal claims

8

10

(54)

11

Environmental provisions

7

5

9

8

Interest revenue

(7)

(12)

(15)

(31)

Exchange losses (gains) - net

65

(25)

83

(40)

Derivative losses (gains) - net

(46)

(18)

(44)

5

Other

(22)

-

(9)

6

 

2

-

(29)

1

 

On January 19, 2006, the Company sold claims related to the Enron bankruptcy to a financial institution for combined proceeds of $62, recorded in Provisions for (Recoveries of) legal claims. 

 

11.   INVENTORIES 

 

June 30,

2006

December 31,

2005

Aluminum operating segments

 

 

Aluminum

975

912

Raw materials

724

704

Other supplies

448

365

 

2,147

1,981

Packaging operating segments

 

 

Raw materials and other supplies

337

297

Work in progress

159

133

Finished goods

310

323

 

806

753

 

2,953

2,734

 

12.   SUPPLEMENTARY INFORMATION 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Income Statement

 

 

 

 

Interest on long-term debt

84

83

168

166

Capitalized interest

(20)

(5)

(34)

(10)

  

 

June 30,

2006

December 31,

2005

Balance Sheet

 

 

Payables and accrued liabilities include the following:

 

 

Trade payables

2,058

1,855

Other accrued liabilities

1,619

1,520

Derivatives

743

508

Income and other taxes

217

116

Accrued employment costs

580

609

 

5,217

4,608

 -24-



 

13.   COMMITMENTS AND CONTINGENCIES 

The Company has guaranteed the repayment of approximately $174 of indebtedness by third parties.  Alcan believes that none of these guarantees is likely to be invoked. These guarantees relate primarily to debt held by equity-accounted joint ventures, obligations relating to businesses sold, employee housing loans 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 24 existing and former Alcan sites and third-party sites. Accruals have been made in specific instances where it is probable that liabilities will be incurred and where such liabilities can be reasonably estimated. The Company has transferred to Novelis certain environmental contingencies. 

Alcan has agreed to indemnify Novelis and each of its directors, officers and employees against liabilities relating to:

The agreements giving effect to the spin-off provide for various post-transaction adjustments and the resolution of outstanding matters, which are expected to be carried out by the parties in 2006.  Any gain or loss resulting from post-transaction adjustments will be recorded as an adjustment to total Shareholders' equity. 

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 

 

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

Net income

455

191

908

409

Other comprehensive income (loss):

 

 

 

 

  Net change in deferred translation adjustments

239

(299)

396

(559)

  Net change in excess of market value over book value of

 

 

 

 

     "available-for-sale" securities

-

(2)

-

(4)

  Net change in unreleased gains and losses on  

 

 

 

 

     derivatives, net of tax of $6 and $49, respectively,

 

 

 

 

      for the quarter and six months ended

 

 

 

 

June 30, 2006 (2005: ($45) and ($29))

 

 

 

 

Net change from periodic revaluations

(65)

84

(188)

43

Net amount reclassified to income

57

12

98

20

  Net change in minimum pension liability, net of tax of

 

 

 

 

     $8 and $9, respectively, for the quarter and six

 

 

 

 

     months ended June 30, 2006 (2005: ($7) and ($12))

(13)

20

(18)

(4)

 

218

(185)

288

(504)

Comprehensive income (loss)

673

6

1,196

(95)


 

-25-


14.   COMPREHENSIVE INCOME (cont'd) 

 

June 30,

2006

December 31,

2005

Accumulated other comprehensive income (loss)

 

 

Deferred translation adjustments

660

264

Unrealized gain on "available-for-sale" securities

4

4

Unreleased loss on derivatives

(305)

(215)

Minimum pension liability

(468)

(450)

Accumulated other comprehensive loss

(109)

(397)

  

15.   SALES AND ACQUISITIONS OF BUSINESSES AND INVESTMENTS 

Acquisitions

On January 3, 2006, the Company announced that it has acquired the packaging assets and business of Recubrimientos y Laminaciones de Papel, S.A. de C.V. (Relapasa), of Monterrey, Mexico for $22. 

On March 10, 2006, the Company acquired the operating assets of Daifu Industries Co. Ltd. of Phetchaburi, Thailand, a company specializing in hotmelt coating, induction sealing and production of flexible packaging material, for an initial investment of $8.  An additional amount of $1 was paid in June 2006 based on the audited value of the acquiree's inventory.

During the second quarter of 2006, the Company increased its ownership in Alcan Packaging Mohammedia to 97.2% by purchasing an additional 34.4% for $9.  Alcan Packaging Mohammedia, located in Morocco, is specialized in cosmetics, hygiene and medical packaging.

Sales

On February 7, 2006, the Company completed the sale of its Froges, France, rolling mill to Industrie Laminazione Alluminio S.p.A. based in Sardinia, Italy for net proceeds of $(5), resulting in a gain on disposal of $1. 

In March 2006, the Company completed the sale of selected assets of its North American Food Packaging Plastic Bottle business to Ball Corporation for net proceeds of $182, resulting in a loss on disposal of $4.

On March 2, 2006, the Company completed the sale of its high-purity activity at the Mercus processing mill in France to Praxair Inc. for net proceeds of $2, resulting in a gain on disposal of $1. 

On March 2, 2006, the Company completed the sale of its food packaging plant in Zaragoza, Spain, to Kostova System, S.L., for net proceeds of $7, resulting in a loss on disposal of $3. 

In June 2006, the Company completed the sale of its Chambéry, France, operation to Compagnia Generale Alluminio S.p.A. for net proceeds of $8, resulting in no gain or loss on disposal.  Chambéry manufactures Rollbond panels used primarily as fluid circulators in refrigeration units.  During the first quarter of 2006, the Company had recorded an impairment charge of $2 based on the expected divestiture. 

On June 9, 2006, the Company completed the sale of its Lir France beauty packaging facility in France for net proceeds of $(3), resulting in a gain on disposal of $1.  A provision of $9 was recorded in the fourth quarter of 2005 based on the expected loss on disposal. 

On July 24, 2006, the Company announced that it has signed an agreement to sell its Cebal Aerosol business to its current management team and to Natexis Investissement Partners, a part of Natexis Private Equity investment fund.


-26-


16.   POST-RETIREMENT BENEFITS

Alcan and its subsidiaries have established pension plans in the principal countries where they operate. The pension obligation relates to funded defined benefit pension plans mostly in Canada, Switzerland, the U.K. and the U.S. (Funded Pension Plans) and to unfunded defined benefit pension plans mostly in France and Germany as well as lump sum indemnities payable to employees of French companies upon retirement (Unfunded Pension Plans). 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 Company practice, collective agreement or statutory requirement.               

Funded Pension Plans are administered by a Board of Trustees composed of plan members designated by the Company and employees.  Each Board adopts its own investment policy which generally favors 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

 

Second Quarter

Six Months

Second Quarter

Six Months

Periods ended June 30

2006

2005

2006

2005

2006

2005

2006

2005

Service cost

51

41

100

82

4

3

8

6

Interest cost on benefit obligation

140

136

278

275

14

14

28

28

Expected return on plan assets

(153)

(136)

(304)

(275)

-

-

-

-

Amortization:

 

 

 

 

 

 

 

 

  Actuarial (gains) losses

29

24

56

48

4

(1)

8

(2)

  Prior service cost

18

15

36

30

-

-

-

-

Net periodic benefit cost

85

80

166

160

22

16

44

32

 

The expected long-term rate of return on plan assets is 6.9% in 2006.

Employer Contributions

Alcan previously disclosed in its financial statements for the year ended December 31, 2005, that it expected to contribute $246 in aggregate to its funded pension plans in 2006.  The contributions are expected to be fully comprised of cash. As at June 30, 2006, $126 has been contributed, and the Company expects to contribute an additional $128 over the remainder of the year. The Company expected to pay in 2006 $65 of unfunded pension benefits and lump sum indemnities from operating cash flows.  As at June 30, 2006, $34 has been paid, and the Company expects to pay an additional $35 over the remainder of the year.   

 

17.   LONG TERM DEBT 

Effective June 16, 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: a $2,000 five-year tranche, 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 as backup for commercial paper.

 

18.   PRIOR YEAR AMOUNTS 

Certain prior year amounts have been reclassified to conform with current period presentation. 

 

19.   SUBSEQUENT EVENT  

In the third quarter of 2006, the Company announced a 33% increase in the quarterly dividend from $0.15 to $0.20.  The dividend of $0.20 per common share is payable on September 20, 2006 to shareholders of record at the close of business on August 18, 2006.


-27-


 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 second quarter income from continuing operations of $454 or $1.21 per common share versus $208 or $0.56 per common share a year earlier and $454 or $1.21 per common share in the first quarter of 2006.  Income from continuing operations increased $246 year-over-year as the Company benefited from higher aluminum prices, better pricing and mix, improved volumes, as well as a lower charge for Other Specified Items (OSIs), partially offset by higher costs for energy and raw materials, the negative impact of a stronger Canadian dollar and an unfavourable variance in foreign currency balance sheet translation effects. Income from continuing operations was unchanged from the first quarter of 2006 as the benefits of higher aluminum prices, improved volumes, and better pricing and mix, were offset by lower contributions from technology sales and power generation, the negative impact of a stronger Canadian dollar, higher raw material costs as well as an unfavourable variance in foreign currency balance sheet translation. The terms "Other Specified Items" and "Foreign Currency Balance Sheet Translation" are defined under "Definitions" at the end of MD&A. 

Income from continuing operations for the second quarter of 2006 included a primarily non-cash, after-tax loss of $100 or $0.27 per common share for the effects of foreign currency balance sheet translation, compared to an after-tax gain of $4 or $0.01 per common share in the year-ago quarter and an after-tax loss of $9 or $0.02 per common share in the first quarter of 2006. Foreign currency balance sheet translation charges for the second quarter of 2006 reflect the largely non-cash impact of the strengthening Canadian dollar on the Company's deferred income taxes.   Also included in income from continuing operations for the second quarter was a net after-tax charge for OSIs of $2 or nil per common share compared to an after-tax charge of $82 or $0.22 per common share in the year-ago quarter and an after-tax charge of $10 or $0.03 per common share in the first quarter of 2006.  A detailed OSI schedule is provided below.

 

  

Second Quarter

First Quarter

Six Months Ended

June 30

 

2006

2005

2006

2006

2005

Included in income from continuing operations are:

 

 

 

 

 

Foreign currency balance sheet translation

(100)

(9)

(109)

34

Other Specified Items (OSIs) 

(2)

(82)

(10)

(12)

(127)

 

 

 

 

 

 

Income from continuing operations

454

208

454

908

416

Income (Loss) from discontinued operations

1

(17)

3

4

(7)

Cumulative effect of accounting change

-

-

(4)

(4)

-

Net income

455

191 

453

908

409

Basic earnings per common share ($ per common share)

 

 

 

 

 

 

Income from continuing operations

     1.21

     0.56

     1.21

     2.42

     1.11

 

Net income

     1.21

     0.52

     1.21

     2.42

     1.09

Average number of common shares outstanding (millions)

   375.1

   370.2

   373.1

   374.1

   370.1

 

 -28-


 

 

Second Quarter

First Quarter

Six Months Ended

June 30

 

2006

2005

2006

2006

2005

 

 

 

 

 

 

Sales & operating revenues

6,103

5,206

5,550

11,653

10,384

Volumes (Kt)

 

 

 

 

 

     Ingot products*

765

744

749

1,514

1,468

     Aluminum used in engineered products & packaging

341

336

 337

 678

663

Total aluminum volume 

1,106

1,080

1,086

2,192

2,131

Aluminum pricing data ($ per tonne)

 

 

 

 

 

Ingot product realizations *

2,709

2,034

2,454

2,581

2,046

Average LME 3-month price (1-month lag) **

2,661

1,868

2,369

2,515

1,859

* Includes primary and secondary ingot and scrap aluminum. Realized prices generally lag LME price changes by one month.

** 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 $6,103 were up $897 compared to the year-ago quarter mainly reflecting higher aluminum prices, favourable pricing and mix across all businesses as well as increased volume in the Primary Metal and Engineered Products groups.  Compared to the first quarter of 2006, sales and operating revenues rose by $553 primarily reflecting the benefits of higher aluminum prices and ingot volumes as well as improved sales mix and pricing in the downstream businesses. 

Total aluminum volume was up slightly from a year earlier principally due to additional production from the Alouette expansion and the Becancour smelter restart which more than offset the impact of the closure of the Steg smelter in Switzerland. The marginal aluminum volume increase from the first quarter was largely the result of inventory drawdowns during the second quarter in the Company's Asia-Pacific smelter system. 

The average realized price on sales of ingot products during the second quarter was up $675 per tonne from the year-ago quarter and $255 per tonne from the first quarter of 2006.  Both the year-over-year and sequential quarter increases reflected the impact of higher LME prices, partly offset by lower local market premia compared to the second quarter a year ago.  

 

Second Quarter

First Quarter

2006

2005

2006

       
Other Specified Items (after-tax)      

Synergy costs

-

(24)

-

Restructuring charges

(42)

(28)

(21)

Asset impairments

(24)

(16)

(6)

Gains (losses) from non-routine sales of assets, businesses and investments

8

(8)

(29)

Tax adjustments

63

-

-

Novelis costs

-

5

-

Other

(7)

(11)

46

Other Specified Items

(2)

(82)

(10)

 

The most significant items included in OSIs in the second quarter of 2006 were after-tax charges totaling $66 associated mainly with previously announced restructuring initiatives across all business groups, largely offset by tax adjustments of $63 mainly related to a deferred tax benefit arising from a reduction in the Canadian Federal tax rates enacted in June 2006. 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.

-29-


The principal items included in OSIs in the second quarter of 2005 were after-tax costs of $28 mainly related to the restructuring of certain Engineered Products facilities, principally in Europe, after-tax costs of $24 mainly associated with the Pechiney synergy program and after-tax asset impairments of $16.   

Included in income from continuing operations for the second quarter of 2006 were mark-to-market gains on derivatives of $0.03 per common share as compared to $0.06 a year earlier and $0.03 in the first quarter of 2006. Results for the second quarter of 2006 included non-cash pre-tax expenses of $11 for stock options as compared to $5 in the year-ago quarter and $25 in the first quarter of 2006. 

Net Income 

Including results from discontinued operations and the cumulative effect of an accounting change in the first quarter of 2006, the Company reported net income of $455 or $1.21 per common share, compared to net income of $191 or $0.52 per common share a year earlier and $453 or $1.21 per common share in the first quarter of 2006. 

Operating Segment Review 

The term "Business Group Profit" (BGP) is defined under "Definitions" at the end of the MD&A. 

 

 

Second Quarter

First Quarter

Six Months Ended

June 30

 

2006

2005

2006

2006

2005

Business Group Profit (BGP)

 

 

 

 

 

 

Bauxite and Alumina

126

111

129

255

208

 

Primary Metal 

774

425

758

1,532

856

 

Engineered Products 

144

101

154

298

216

 

Packaging 

134

177

146

280

333

 

     Subtotal

1,178

814

1,187

2,365

1,613

 

Equity accounted joint venture eliminations

(86)

(77)

(71)

(157)

(151)

 

Change in fair market value of derivatives

7

33

14

21

30

  

1,099

770

1,130

2,229

1,492

Corporate Items 

 

 

 

 

 

 

Intersegment, corporate offices and other

(159)

(161)

(107)

(266)

(248)

 

Depreciation & amortization 

(258)

(268)

(251)

(509)

(540)

 

Interest 

(69)

(90)

(76)

(145)

(175)

 

Income taxes 

(195)

(70)

(269)

(464)

(168)

 

Equity income 

37

28

28

65

57

 

Minority interests 

(1)

(1)

(1)

(2)

(2)

Income from continuing operations

454

208

454

908

416

 

Bauxite and Alumina: BGP for the second quarter was $126, an increase of $15 or 14% compared to the year-ago quarter.  Excluding OSIs and balance sheet translation effects, the year-over-year increase in BGP was $37 or 35%.  This improvement mainly reflected higher LME-linked contract prices for alumina and a favourable change in sales mix, partly offset by higher costs for energy, caustic soda as well as accelerated maintenance and other operating costs mainly related to Gove.  On a sequential quarter basis, BGP was slightly below the previous quarter.  Excluding OSIs and balance sheet translation effects, BGP increased by $15 or 12% reflecting higher contract prices which more than offset unfavourable changes in sales mix.  For the third quarter of 2006, results are expected to show good improvement over the second quarter mainly due to higher LME-linked contract prices.  

Primary Metal: BGP for the second quarter at $774 increased by $349 or 82% compared to the year-ago quarter.  Excluding OSIs and balance sheet translation effects, the year-over-year increase in BGP was $379 or 90%.  The improvement reflected higher sales price realizations, partially offset by the impact of a weaker U.S. dollar and higher input costs due mainly to alumina and fuel-related raw materials.  On a sequential quarter basis, BGP was up $16 or 2%.  Excluding OSIs and balance sheet translation effects, BGP increased by $40 or 5%.  The improvement mainly reflected higher sales price realizations and increased metal shipments, partially offset by significantly lower contributions from technology sales and power generation, the unfavourable impact of a weaker U.S. dollar as well as higher input costs due mainly to energy and fuel-related raw materials. For the third quarter of 2006, results are expected to decline due to lower aluminum prices, higher alumina costs as well as the impact of the power interruption at the Reykjavik smelter in Iceland.

-30-


 

Engineered Products: BGP for the second quarter was $144, up $43 or 43% from the comparable quarter of 2005.  Excluding the impact of OSIs and foreign currency balance sheet translation effects, the year-over-year increase in BGP was $23 or 17%, mainly reflecting strong demand for cable, composite and aerospace products.  On a sequential quarter basis, BGP was down $10 or 6%.  Excluding OSIs and translation effects, BGP was little changed from the first quarter.  The BGP margin for the second quarter, adjusted for OSIs and translation effects, was 8.1%, compared to 8.0% a year earlier and 9.1% in the first quarter reflecting higher underlying aluminum prices and reduced metal timing benefits.  BGP for the third quarter is expected to be below the second quarter due to normal seasonal slowing in Europe combined with the timing impact relating to the reversal of earlier metal inventory valuation benefits. 

Packaging: BGP in the second quarter of $134 was down $43 or 24% compared to the prior-year quarter.  Excluding the impact of OSIs and foreign currency balance sheet translation effects, BGP decreased by $17 or 10%, reflecting the loss of contributions from divested businesses and a timing lag in the pass-through of raw material cost increases, which together more than offset increased volumes in the Food and Tobacco businesses.  On a sequential quarter basis, BGP was down $12 or 8%. However, excluding OSIs and translation effects, BGP increased $11 or 7% reflecting improvements across all businesses including seasonal growth and the benefits of earlier raw material price pass-through actions, partially offset by the adverse impact of divested businesses.  The BGP margin for the second quarter, adjusted for OSIs and translation effects, was 10.5%, down from 11.2% a year earlier but up from 9.9% in the first quarter reflecting successful pass-through measures.  For the third quarter of 2006, BGP is expected to increase as the benefits of restructuring and cost reduction plans more than offset normal seasonal volume softening. 

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.   

Interest expense, net of capitalized interest, was $21 lower than in the year-ago quarter reflecting a higher level of capitalized interest.  In the second quarter, capitalized interest was $20, mainly related to the Gove expansion, compared to $5 a year ago.  The favourable impact of lower debt levels was partly offset by the effect of higher interest rates.  Compared to the first quarter, interest expense declined $7 due to higher capitalized interest. 

The Company's effective tax rate on income from continuing operations was 32% in the second quarter and 35% year to date.  Balance sheet translation losses due to the strengthening of the Canadian dollar increased the effective tax rate in the second quarter.  This was largely offset by a reduction of Canadian denominated deferred tax liabilities of $61 due to a reduction in the Canadian Federal tax rates enacted in June 2006.  In the first quarter, the effective tax rate was 39%, which reflected a non tax-deductible goodwill charge related to the sale of selected assets of the packaging bottles business. 

Liquidity and Capital Resources

 

 

Second Quarter

First Quarter

Six Months Ended

June 30

 

2006

2005

2006

2006

2005

 

 

 

 

 

 

Cash flow from operating activities in continuing operations

771

189

362

1,133

92

Dividends

(59)

(58)

(59)

(118)

(116)

Capital expenditures

(469)

(441)

(426)

(895)

(698)

Free cash flow from continuing operations

243

(310)

(123)

120

(722)

 

Operating Activities

Cash flow from operating activities in continuing operations increased by $582 compared to the year-ago quarter.  The increase mainly reflected higher earnings and a favourable change in working capital largely attributable to higher payables.  Compared to the first quarter of 2006, cash flow from operating activities was up by $409 as a result of a favourable change in working capital. After dividends of $59 and capital expenditures of $469, free cash flow from continuing operations was $243 for the second quarter of 2006. In the year-ago quarter, after dividends of $58 and capital expenditures of $441, free cash flow from continuing operations was negative $310. The term "Free cash flow" is defined under "Definitions" at the end of MD&A.

 -31-


Financing Activities

Debt as a Percentage of Invested Capital 

June 30

March 31

2006

2005

2006

Debt

 

 

 

Short-term borrowings

349

339

308

Debt maturing within one year

105

854

823

Debt not maturing within one year

5,570

5,630

5,219

Debt of operations held for sale

-

1

-

Total debt

6,024

6,824

6,350

Equity

 

 

 

Minority interests

65

91

68

Redeemable non-retractable preference shares

160

160

160

Common shareholders' equity

10,750

9,969

10,039

Total equity

10,975

10,220

10,267

Total invested capital

16,999

17,044

16,617

Debt as a percent of invested capital (%)

35%

40%

38%

 

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 June 30, 2006 reached the long-term target level of 35%, down from 38% at the end of the first quarter. 

The Company announced a 33% dividend increase from $0.15 to $0.20 per common share per quarter. The dividend of $0.20 per common share is payable on September 20, 2006 to shareholders of record at the close of business on August 18, 2006. 

On May 2, 2006, the Company repaid its € 600 million 5.5% Euro note maturing on the same day.  The repayment was financed through a combination of commercial paper and cash from operations. 

Effective June 16, 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: a $2,000 five-year tranche, 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 as backup for commercial paper. 

As at the date of this report, August 9, 2006, Alcan has $1.1 billion of commercial paper outstanding, and as a result, the unused portion of the credit facility was $1.9 billion.  Based on the Company's forecasts, the Company believes that the cash from continuing operations together with available credit facilities will be more than sufficient to meet the cash requirements of operations, planned capital expenditures, dividends and any short-term debt refinancing requirements. In addition, the Company believes that its ability to access global capital markets provides any additional liquidity that may be required to meet unforeseen events.  

Investment Activities

In the second quarter of 2006, cash used for investment activities was $450 compared to $452 in the year-ago quarter. Both the current and year-ago quarter balances mainly reflect capital expenditures of $469 and $441, respectively.  Excluding capital expenditures on the Gove expansion, capital spending was 100% and 84% of depreciation and amortization expense for the second quarter and prior-year quarter, respectively.

 -32-



 

Contractual Obligations 

The Company has future obligations under various contracts relating to debt payments, capital and operating leases, long-term purchase arrangements, pensions and other post-employment benefits, and guarantees.  The table below provides a summary of these contractual obligations (based on undiscounted future cash flows) as at June 30, 2006.  There are no material off-balance sheet arrangements. 

Contractual Obligations 

As at June 30, 2006

Payments due by period

 

Total

Less than One Year

1 - 3 Years

3 - 5 Years

More than 5 Years

 

 

 

 

 

 

Long-term debt

5,675

105

487

44

5,039

Interest payments (1)

3,921

153

599

571

2,598

Capital lease obligations

11

-

7

4

-

Operating leases

358

-

177

130

51

Purchase obligations

4,927

764

892

592

2,679

Unfunded pension plans (2)

2,330

35

128

130

2,037

Other post-employment benefits (2)

2,622

34

150

167

2,271

Funded pension plans (2)(3)

(3)

128

524

541

(3)

Guarantees (4)

174

29

75

-

70

Total

 

1,248

3,039

2,179

 

(1)  Interest payments were calculated using the interest rate in effect and the outstanding debt balance as at June 30, 2006.

(2)  Refer to note 16, Post-Retirement Benefits, of the accompanying 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 2010 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 financial statements.

 

Selected Annual Information 

Selected financial data for each of the Company's three most recently completed financial years is as follows:

 

31 December

 

2005

2004

2003

 

 

 

 

Sales and operating revenues

20,320

24,948

13,850

 

 

 

 

Income from continuing operations

155

243

262

 

 

 

 

Net income

129

258

64

 

 

 

 

Total assets

26,638

33,341

31,948

 

 

 

 

Total long-term debt

6,067

6,914

7,778

($ per common share)

 

 

 

Income from continuing operations per common share - basic and diluted

0.40

 

0.64

 

0.79

 

 

 

 

Net income per common share - basic and diluted

0.33

0.69

0.18

 

 

 

 

Dividends per common share

0.60

0.60

0.60

 

 -33-


Selected Quarterly Information 

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

 

 

Q2-06

Q1-06

Q4-05

Q3-05

Q2-05

Q1-05

Q4-04

Q3-04

 

 

 

 

 

 

 

 

 

Sales and operating revenues

6,103

5,550

5,049

4,887

5,206

5,178

6,536

6,184

 

 

 

 

 

 

 

 

 

Income (Loss) from continuing operations

454

454

(333)

72

208

208

(347)

171

 

 

 

 

 

 

 

 

 

Net income (Loss)

455

453

(361)

81

191

218

(346)

167

 

 

 

 

 

 

 

 

 

($ per common share)

 

 

 

 

 

 

 

 

Income (Loss) from continuing operations per common share - basic

1.21

1.21

(0.91)

0.19

0.56

0.56

(0.95)

 

0.46

 

 

 

 

 

 

 

 

 

Income (Loss) from continuing operations per common share - diluted

1.20

1.20

(0.91)

0.19

0.56

0.56

(0.95)

0.46

 

 

 

 

 

 

 

 

 

Net income (Loss) per common share - basic

1.21

1.21

(0.98)

0.21

0.52

0.58

(0.94)

0.45

 

 

 

 

 

 

 

 

 

Net income (Loss) per common share - diluted

1.20

1.20

(0.98)

0.21

0.52

0.58

(0.94)

0.45

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies 

The Company's commitments and contingencies are described in note 13 - Commitments and Contingencies, to the Consolidated Financial Statements.

Related Party Transactions 

The only related party transactions are those with the joint ventures accounted for under the equity method.  These transactions are undertaken on an arm's length, negotiated basis. For more details, refer to note 13 - Commitments and Contingencies, to the Consolidated Financial Statements in the most recent Annual Report on Form 10-K.

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 3 - Recently Issued Accounting Standards, to the Consolidated Financial Statements and in MD&A, contained in the most recent Annual Report on Form 10-K. 

Cautionary Statement

Statements made in this document which describe the Company's or management's objectives, projections, estimates, expectations or predictions of the future may be "forward-looking statements" within the meaning of securities laws which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "estimates," "anticipates" or the negative thereof or other variations thereon. 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 summary of factors that could cause such differences.

-34-


Important factors which could cause such differences include: changes in global supply and demand conditions for aluminum and other products; changes in aluminum ingot prices and changes in raw material costs and availability; changes in the relative value of various currencies; cyclical demand and pricing within the principal markets for the Company's products; changes in government regulations, particularly those affecting environmental, health or safety compliance; fluctuations in the supply of and prices for power in the areas in which the Company maintains production facilities; the consequences of transferring most of the aluminum rolled products businesses operated by the Company to Novelis Inc.; potential discovery of unanticipated commitments or other liabilities associated with the acquisition and integration or disposition of businesses; major changes in technology that affect the Company's competitiveness; the risk of significant losses from trading operations, including losses due to market and credit risks associated with derivatives; changes in prevailing interest rates and equity market returns related to pension plan investments; 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; economic, regulatory and political factors within the countries in which the Company operates or sells its products; relationships with, and financial and operating conditions of, customers and suppliers; the effect of integrating acquired businesses and the ability to attain expected benefits; and; other factors affecting the Company's operations including, but not limited to, litigation, labour relations and negotiations and fiscal regimes.

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 U.S. 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. 

-35-


"Foreign currency balance sheet translation" effects largely arise from translating monetary items (principally deferred income taxes and long-term liabilities) denominated in Canadian and Australian dollars into U.S. dollars for reporting purposes.  Although these effects are primarily non-cash in nature, they can have a significant impact on the Company's net income.  

"Free cash flow 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 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. 

Additional information on Alcan is available on the Company's website at www.alcan.com and the Company's regulatory filings can be viewed on the Canadian Securities Administrators' site at www.sedar.com and on the U.S. Securities and Exchange Commission's site at www.sec.gov.  All website addresses contained in this report are textual references and information from referenced websites is not incorporated by reference into this report.  The number of common shares outstanding as at August 2, 2006 is 376,083,800.

 

 -36-


 

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 on page 23 of the Company's Annual Report on Form 10-K for the year ended December 31, 2005. 

Interest Rates 

The impact of a 10% increase in interest rates on the Company's variable rate debt outstanding at June 30, 2006 and June 30, 2005 net of its invested surplus cash and time deposits at June 30, 2006 and June 30, 2005 would be to reduce net income by $5 and $3, respectively.  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 3 - Summary of Significant Accounting Policies on page 70 of the Company's most recent Annual Report on Form 10-K. 

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 June 30, 2006.

 

 

 

 

 

 

 

 

2011

 

 

 

 

 

 

 

 

 

and

Nominal

Fair

(in US$ millions, except contract rates)

2006

2007

2008

2009

2010

Thereafter

Amount

Value

FORWARD CONTRACTS

 

 

 

 

 

 

 

 

To buy USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

6

-

-

-

-

-

6

-

 

Average contract rate

0.549

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

4

-

-

-

-

-

4

-

 

Average contract rate

1.218

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

JPY

Nominal amount

19

-

-

-

-

-

19

1

 

Average contract rate

109.2

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

MXN

Nominal amount

14

4

1

-

-

-

19

-

 

Average contract rate

11.20

10.97

11.29

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

DKK

Nominal amount

5

-

-

-

-

-

5

-

 

Average contract rate

5.912

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

3

-

-

-

-

-

3

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To sell USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

22

-

-

-

-

-

22

-

 

Average contract rate

0.535

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

AUD

Nominal amount

89

-

-

-

-

-

89

2

 

Average contract rate

1.381

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

BRL

Nominal amount

23

45

-

-

-

-

68

7

 

Average contract rate

2.514

2.669

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

ISK

Nominal amount

9

-

-

-

-

-

9

-

 

Average contract rate

74.26

-

-

-

-

-

 

 


 

 -37-


 

 

 

 

 

 

 

2011

 

 

 

 

 

 

 

 

 

and

Nominal

Fair

(in US$ millions, except contract rates)

2006

2007

2008

2009

2010

Thereafter

Amount

Value

 

 

 

 

 

 

 

 

 

 

CZK

Nominal amount

1

-

-

-

-

-

1

-

 

Average contract rate

22.31

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

1

-

-

-

-

-

1

-

 

 

 

 

 

 

 

 

 

 

To buy EUR against the foreign currency 

 

 

 

 

 

 

 

 

 

 

USD

Nominal amount

655

21

-

-

-

-

676

38

 

Average contract rate

1.204

1.201

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

34

1

-

-

-

-

35

-

 

Average contract rate

0.691

0.694

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CAD

Nominal amount

4

2

-

-

-

-

6

-

 

Average contract rate

1.462

1.525

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To sell EUR against the foreign currency

 

 

 

 

 

 

 

 

 

 

USD

Nominal amount

662

24

12

1

1

2

702

(34)

 

Average contract rate

1.216

1.223

1.113

1.333

1.349

1.374

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

22

-

-

-

-

-

22

-

 

Average contract rate

0.688

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

33

5

4

-

-

-

42

-

 

Average contract rate

1.550

1.522

1.506

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

NOK

Nominal amount

5

-

-

-

-

-

5

-

 

Average contract rate

7.946

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CAD

Nominal amount

1

-

-

-

-

-

1

-

 

Average contract rate

1.422

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-38-


 

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 June 30, 2005. 

 

 

 

 

 

 

 

2010

 

 

 

 

 

 

 

 

 

and

Nominal

Fair

(in US$ millions, except contract rates)

2005

2006

2007

2008

2009

Thereafter

Amount

Value

FORWARD CONTRACTS

 

 

 

 

 

 

 

To buy USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

28

6

-

-

-

-

34

-

 

Average contract rate

0.556

0.571

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

13

15

-

-

-

-

28

1

 

Average contract rate

1.228

1.239

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

JPY

Nominal amount

4

-

-

-

-

-

4

-

 

Average contract rate

108.4

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

1

-

-

-

-

-

1

-

 

 

 

 

 

 

 

 

 

 

To sell USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

54

3

-

-

-

-

57

(2)

 

Average contract rate

0.539

0.540

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

5

1

-

-

-

-

6

-

 

Average contract rate

1.201

1.313

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

AUD

Nominal amount

110

205

-

-

-

-

315

2

 

Average contract rate

0.741

0.751

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

1

-

-

-

-

-

1

-

 

 

 

 

 

 

 

 

 

 

To sell EUR against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

Nominal amount

380

1,277

24

10

-

-

1,691

(28)

 

Average contract rate

1.246

1.198

1.222

1.088

-

-

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

8

-

-

-

-

-

8

-

 

Average contract rate

0.708

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

24

20

-

-

-

-

44

(1)

 

Average contract rate

1.521

1.495

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CZK

Nominal amount

6

-

-

-

-

-

6

-

 

Average contract rate

30.05

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

ZAR

Nominal amount

2

1

-

-

-

-

3

-

 

Average contract rate

8.103

8.043

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

2

-

-

-

-

-

2

-

 

 

 

 

 

 

 

 

To buy EUR against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

Nominal amount

251

59

21

-

-

-

331

8

 

Average contract rate

1.205

1.090

1.201

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

25

9

-

-

-

-

34

(2)

 

Average contract rate

0.700

0.715

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

CHF

Nominal amount

2

-

-

-

-

-

2

-

 

Average contract rate

1.524

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

AUD

Nominal amount

7

-

-

-

-

-

7

(1)

 

Average contract rate

1.759

-

-

-

-

-

 

 


 

-39-


 

 

 

 

 

 

 

 

2010

 

 

 

 

 

 

 

 

 

and

Nominal

Fair

(in US$ millions, except contract rates)

2005

2006

2007

2008

2009

Thereafter

Amount

Value

 

 

 

 

 

 

 

 

 

 

JPY

Nominal amount

5

-

-

-

-

-

5

-

 

Average contract rate

134.3

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

4

1

-

-

-

-

5

-

 

 

 

 

 

 

 

 

To buy CHF against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUD

Nominal amount

1

-

-

-

-

-

1

-

 

Average contract rate

1.107

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

JPY

Nominal amount

1

-

-

-

-

-

1

-

 

Average contract rate

85.96

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

DKK

Nominal amount

1

-

-

-

-

-

1

-

 

Average contract rate

0.206

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

To sell CHF against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

Nominal amount

1

-

-

-

-

-

1

-

 

 

 

 

 

 

 

 

 

 

OPTIONS

 

 

 

 

 

 

 

 

To buy USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EUR

Nominal amount

48

18

-

-

-

-

66

(2)

 

Average contract rate

0.800

0.800

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

To sell USD against the foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EUR

Nominal amount

50

137

20

-

-

-

207

6

 

Average contract rate

0.863

0.759

0.758

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

GBP

Nominal amount

2

-

-

-

-

-

2

-

 

Average contract rate

0.585

-

-

-

-

-

 

 

                 

 

 

 

  

Any negative impact of currency movements on the currency contracts that the Company has entered into to hedge identifiable foreign currency commitments to purchase or sell goods and services, would be offset by an equal and opposite favourable exchange impact on the commitments being hedged.  Transactions in currency related financial instruments for which there is no underlying foreign currency exchange rate exposure to the Company are prohibited except for a small trading portfolio not exceeding $50 million.  For accounting policies relating to currency contracts, see note 3 - Summary of Significant Accounting Policies on page 70 of the Company's most recent annual report. 

Derivative Commodity Contracts 

The effect of a reduction of 10% in aluminum prices on the Company's aluminum forward and options contracts outstanding at June 30, 2006 would be to increase net income over the period ending December 31, 2007 by approximately $111 ($55 in 2006 and $56 in 2007).  As of June 30, 2005, such sensitivity would have been to increase net income over the period ending December 31, 2007 by $88 ($45 in 2005, $37 in 2006 and $6 in 2007).  The results as of June 30, 2006 reflect a 10% reduction from the June 30, 2006, three-month LME aluminum closing price of $2,630 per tonne and assume an equal 10% drop has occurred throughout the aluminum forward price curve existing as at June 30, 2006.  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.

-40-


Item 4.   Controls and Procedures

a)              Evaluation of Disclosure Controls and Procedures

As at June 30, 2006, 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 June 30, 2006.

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 June 30, 2006 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 2006.

 

 -41-



 

PART II.  OTHER INFORMATION 

Items 1., 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 second quarter of 2006, the Company issued 328,807 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 $9.7 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

4 April 2006

409

 

10 May 2006

100,716

 

2 June 2006

4,828

18 April 2006

40,686

 

11 May 2006

37,722

 

5 June 2006

637

21 April 2006

34,677

 

12 May 2006

26,848

 

6 June 2006

239

26 April 2006

398

 

15 May 2006

7,338

 

20 June 2006

23

27 April 2006

30,597

 

16 May 2006

2,435

 

21 June 2006

580

28 April 2006

3,209

 

17 May 2006

3,271

 

22 June 2006

319

3 May 2006

9,858

 

18 May 2006

2,073

 

23 June 2006

409

4 May 2006

7,539

 

23 May 2006

409

 

27 June 2006

261

5 May 2006

1,116

 

30 May 2006

1,274

 

 

 

9 May 2006

10,934

 

1 June 2006

2

 

 

 

 

-42-


 
 

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

The Annual Meeting of Shareholders of Alcan was held on April 27, 2006. At the Annual Meeting:  

•     on a vote by show of hands, Messrs. Roland Berger, L. Denis Desautels, Richard B. Evans, L. Yves Fortier, Jean-Paul Jacamon, Yves Mansion, Gwyn Morgan, H. Onno Ruding, Guy Saint-Pierre, Gerhard Schulmeyer, Paul M. Tellier and Milton K. Wong, and Mrs. Christine Morin-Postel were elected as directors of Alcan to serve until the close of the next annual meeting or until they cease to hold office as such; as stated in the Form 8-K dated April 27, 2006, Messrs. Travis Engen and William R. Loomis did not stand for re-election as Directors at the 2006 Annual Meeting; 

•     on a vote by show of hands, PricewaterhouseCoopers LLP was appointed as Auditors to serve until the close of the next annual meeting; and 

•     on a vote by ballot, the Shareholder Proposal relating to the Utkal bauxite mine and alumina refinery project in India was rejected, with 78,022,339 Shares (36.82% of the Shares present) voted "for" and 133,858,395 Shares (63.18% of the Shares present) voted "against". 

 

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.

 

 


 

 -43-


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: 9 August 2006                                                      By: /s/  Cesidio Ricci              

                                                                                            Cesidio Ricci

                                                                                            Vice President and Controller

                                                                                            (A Duly Authorized Officer)

-44-

 



 

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.

 

-45-