ALCAN ALUMINIUM LTD /NEW
10-Q, 1998-05-14
PRIMARY PRODUCTION OF ALUMINUM
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<PAGE>   1
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                         Commission file number 1-3677



                            ALCAN ALUMINIUM LIMITED
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                     <C>
                CANADA                        Inapplicable
     (State or Other Jurisdiction of    (I.R.S. Employer Identification No.)
      Incorporation or Organization)
</TABLE>


         1188 SHERBROOKE STREET WEST, MONTREAL, QUEBEC, CANADA H3A 3G2
            (Address of Principal Executive Offices and Postal Code)


                                 (514) 848-8000
              (Registrant's Telephone Number, including Area Code)



Indicate  by check  mark  whether the  registrant  (1) has  filed all reports
required to  be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the  preceding 12  months (or  for such shorter period that the
registrant was  required to file such  reports), and (2)  has been subject to
such filing requirements for the past 90 days.  Yes  [X] ,     No ____

At  March 31,  1998, the  registrant had  227,448,934  shares of  common stock
(without nominal or par value) outstanding.


================================================================================
       
<PAGE>   2

PART I - FINANCIAL INFORMATION

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


ITEM 1.  FINANCIAL STATEMENTS

                            ALCAN ALUMINIUM LIMITED

                   INTERIM CONSOLIDATED STATEMENT OF INCOME
                                  (unaudited)


<TABLE>
<CAPTION>
                                                 Three months ended March 31
                                                 ---------------------------
                                                     1998            1997
                                                 -----------      ----------
                                                     (in millions of US$,
                                                   except per share amounts)
<S>                                               <C>             <C>
REVENUES
   Sales and operating revenues...................  $ 1,953        $ 1,870
   Other income...................................       18             28  
                                                    -------        -------

                                                      1,971          1,898
                                                    -------        -------

COSTS AND EXPENSES
   Cost of sales and operating expenses...........    1,497          1,450
   Depreciation...................................      110            107
   Selling, administrative and general expenses...      104            103
   Research and development expenses..............       17             16
   Interest.......................................       23             25
   Other expenses.................................       10             10
                                                    -------        -------
                                                      1,761          1,711
                                                    -------        -------
Income before income taxes and other items........      210            187
Income taxes (note 3).............................       78             45
                                                    -------        -------
Income before other items.........................      132            142
Equity income.....................................      (16)             3
Minority interests................................        1             (2)
                                                    -------        -------
NET INCOME........................................  $   117        $   143
Dividends on preference shares....................        3              3
                                                    -------        -------
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS....  $   114        $   140
                                                    =======        =======
NET INCOME PER COMMON SHARE (NOTE 4)..............  $  0.50        $  0.62
                                                    =======        =======
DIVIDENDS PER COMMON SHARE........................  $  0.15        $  0.15
                                                    =======        =======
</TABLE>





                                       1
<PAGE>   3
                            ALCAN ALUMINIUM LIMITED

              INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                  (unaudited)


<TABLE>
<CAPTION>
Three months ended March 31                       1998           1997
                                                -------        -------
                                                 (in millions of US$)
<S>                                             <C>            <C>
RETAINED EARNINGS - BEGINNING OF PERIOD
As previously reported........................  $ 3,556        $ 3,217
Accounting change (note 1)....................      306              -
                                                -------        -------
AS RESTATED...................................    3,862          3,217

Net income....................................      117            143
Dividends - Common............................       34             34
          - Preference........................        3              3
                                                -------        -------
RETAINED EARNINGS - END OF PERIOD.............  $ 3,942        $ 3,323
                                                =======        =======
</TABLE>

                                       2
<PAGE>   4
                            ALCAN ALUMINIUM LIMITED

                       INTERIM CONSOLIDATED BALANCE SHEET
                              (unaudited for 1998)


<TABLE>
<CAPTION>
                                                MARCH 31     December 31
                                                  1998           1997
                                                 ------         ------
                                                  (in millions of US$)
<S>                                              <C>            <C>
                    ASSETS


CURRENT ASSETS
   Cash and time deposits......................  $  385         $  608
   Receivables.................................   1,416          1,292

   Inventories  - Aluminum.....................     835            800
                - Raw materials................     297            307
                - Other supplies...............     235            234
                                                 ------         ------

                                                  1,367          1,341
                                                 ------         ------
TOTAL CURRENT ASSETS...........................   3,168          3,241
                                                 ------         ------
Deferred charges and other assets..............     466            424
Investments....................................     323            343
Property, plant and equipment
   Cost........................................  11,817         11,715
   Accumulated depreciation....................   6,348          6,257
                                                 ------         ------
                                                  5,469          5,458
                                                 ------         ------
TOTAL ASSETS...................................  $9,426         $9,466
                                                 ======         ======
</TABLE>


                                       3
<PAGE>   5

                            ALCAN ALUMINIUM LIMITED

                  INTERIM CONSOLIDATED BALANCE SHEET (cont'd)
                              (unaudited for 1998)


       <TABLE>
       <CAPTION>
                                                      MARCH 31    December 31
                                                        1998          1997
                                                       ------        ------
       <S>                                              <C>            <C>
                                                        (in millions of US$,
                                                         except per common
                                                          share amounts)
            LIABILITIES AND SHAREHOLDERS' EQUITY


       CURRENT LIABILITIES
          Payables...................................   $1,024         $1,052
          Short-term borrowings......................      172            238
          Income and other taxes.....................       73             98
          Debt maturing within one year..............       40             36
                                                        ------         ------
                                                         1,309          1,424
                                                        ------         ------
       Debt not maturing within one year.............    1,224          1,241
       Deferred credits and other liabilities........      707            715
       Deferred income taxes (note 1)................      703            969
       Minority interests............................       47             43

       SHAREHOLDERS' EQUITY
          Redeemable non-retractable
             preference shares (note 6)..............      203            203
          Common shareholders' equity
             Common shares...........................    1,254          1,251
             Retained earnings (note 1)..............    3,942          3,556
             Deferred translation adjustments (note 1)      37             64
                                                        ------         ------

                                                         5,233          4,871
                                                        ------         ------
       Total shareholders' equity....................    5,436          5,074
                                                        ------         ------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY....   $9,426         $9,466
                                                        ======         ======
       COMMON SHAREHOLDERS' EQUITY PER COMMON SHARE..   $23.01         $21.43
                                                        ======         ======
       RATIO OF TOTAL BORROWINGS TO EQUITY...........    21:79          23:77
                                                        ======         ====== 
      </TABLE>





                                       4
<PAGE>   6
                            ALCAN ALUMINIUM LIMITED

                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                     Three months ended March 31
                                                     ---------------------------
                                                        1998           1997
                                                        ----           ----
                                                        (in millions of US$)
       <S>                                              <C>            <C>
       OPERATING ACTIVITIES
          Net income................................... $  117         $  143
          Adjustments to determine cash from
           operating activities:
             Depreciation..............................    110            107
             Deferred income taxes.....................     15             (2)
             Equity income - net of dividends..........     17             (3)
             Change in operating working capital.......   (209)          (191)
             Change in deferred charges,
               other assets, deferred credits
               and other liabilities - net.............    (41)             5
             Gain on sales of businesses - net.........      -            (10)
             Other - net...............................      3              9  
                                                          ----           ---- 

       CASH FROM OPERATING ACTIVITIES..................     12             58  
                                                          ----           ---- 

       FINANCING ACTIVITIES
          New debt.....................................      8             24
          Debt repayments..............................    (12)            (5)
                                                          ----           ---- 

                                                            (4)            19
          Short-term borrowings - net..................    (65)            25
          Common shares issued.........................      3              7
          Dividends - Alcan shareholders
           (including preference)......................    (37)           (37)
                                                          ----           ---- 

       CASH FROM (USED FOR) FINANCING ACTIVITIES.......   (103)            14  
                                                          ----           ---- 

       INVESTMENT ACTIVITIES
          Property, plant and equipment................   (130)          (108)
          Investments..................................     (2)             -
          Net proceeds from disposal
           of businesses and other assets..............     -              42  
                                                          ----           ---- 

       CASH USED FOR INVESTMENT ACTIVITIES.............   (132)           (66)
                                                          ----           ---- 

       Effect of exchange rate changes
         on cash and time deposits.....................     -              (1)
                                                          ----           ---- 

       INCREASE (DECREASE) IN CASH AND TIME DEPOSITS...   (223)             5
       Cash of companies deconsolidated................     -             (11)
       Cash and time deposits - beginning of period....    608            546
                                                          ----           ---- 

       Cash and time deposits - end of period.......... $  385         $  540
                                                          ====           ====                       
</TABLE>
                                       
                                       5
<PAGE>   7
                            ALCAN ALUMINIUM LIMITED

                         INFORMATION BY PRODUCT SECTOR
                                  (unaudited)

   
<TABLE>
<CAPTION>
                                         Three months ended March 31
                              --------------------------------------------------
                              Sales and operating revenues      Operating income
                              ----------------------------      ----------------
                              Intersector    Third parties
                              -----------    -------------
                              1998  1997     1998    1997       1998        1997
                                          (in millions of US$)
       <S>                                                     <C>
       Raw materials and
         chemicals......... $ 132   $ 113  $  137  $  120      $  39       $   8
       Primary metal.......   373     391     353     373        130         166
       Fabricated products.     -       -   1,460   1,372         76          65
       Intersector and
         other items.......  (505)   (504)      3       5         19           5
                            -----   -----  ------  ------      -----       -----
                                                   
                            $   -   $   -  $1,953  $1,870      $ 264       $ 244
                            -----   -----  ------  ------                       


       Reconciliation to net income
       ----------------------------
          Equity income (loss)...............................  $ (16)         3
          Corporate offices..................................    (30)       (34)
          Interest...........................................    (23)       (25)
          Income taxes.......................................    (78)       (45)
                                                               -----       ----
       
          NET INCOME......................................... $  117      $ 143 
                                                               =====       ====
                         
</TABLE>

                                       6
<PAGE>   8

                            ALCAN ALUMINIUM LIMITED
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (Unaudited)
                 (in millions of US$, except per share amounts)


1.   ACCOUNTING CHANGE

     In 1998, the Company adopted new recommendations of the Canadian Institute
     of Chartered Accountants dealing with accounting for income taxes. The
     principal change under the new recommendations is the requirement to
     revalue deferred income tax liabilities for all changes in tax rates and
     exchange rates.

     The Company has adopted the new recommendations retroactively without
     restating prior years. The cumulative effect of adopting the new
     recommendations at January 1, 1998 is to decrease Deferred income taxes by
     $285 million, to increase Retained earnings by $306 million and to decrease
     Deferred translation adjustments by $21 million.


2.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (GAAP)

     Differences prior to 1998 relate principally to accounting for deferred
     income taxes (see note 1).

                    RECONCILIATION OF CANADIAN AND U.S. GAAP

<TABLE>
<CAPTION>
                                                 First Quarter
                                   -----------------------------------------
                                           1998                   1997
                                   --------------------    -----------------
                                      As          U.S.        As       U.S.
                                   Reported       GAAP     Reported    GAAP
                                   --------     -------    --------   ------
<S>                                 <C>         <C>         <C>       <C>
     Net income...................  $   117     $   117     $  143    $  142
                                    -------     -------     ------    ------
     Net income attributable 
       to common shareholders.....  $   114     $   114     $  140    $  139
                                    -------     -------     ------    ------
     Net income per common share
       Basic & diluted............  $  0.50     $  0.50     $ 0.62    $ 0.61
                                    -------     -------     ------    ------
     Comprehensive income *.......    n/a       $   111       n/a     $   61 
                                    -------     -------     ------    ------
     Deferred income taxes
              - March 31..........  $   703     $   703     $  982    $  736
                                    -------     -------     ------    ------
     Retained earnings
              - March 31..........  $ 3,942     $ 3,975     $3,323    $3,625
                                    -------     -------     ------    ------
     Deferred translation
       adjustments - March 31.....  $    37      $   (3)    $  123    $   60
                                    -------     -------     ------    ------
</TABLE>

* Beginning in 1998, U.S. GAAP requires the disclosure of comprehensive income
  which, for the Company, is Net income under U.S. GAAP plus the movement in
  Deferred translation adjustments under U.S. GAAP. The concept of
  comprehensive income does not exist under Canadian GAAP.





                                       7
<PAGE>   9
3.   INCOME TAXES


<TABLE>
<CAPTION>
                                                        First Quarter
                                                     -------------------
                                                      1998         1997
                                                     ------       ------
     <S>                                             <C>          <C>
     Current.......................................  $   63       $   47
     Deferred......................................      15           (2)
                                                     ------       ------
                                                     $   78       $   45
                                                     ======       ======
</TABLE>


     The composite of the  applicable statutory corporate income  tax rates in
     Canada is 40.4% (40.2% for 1997).

     The  difference between income taxes  calculated at the composite rate and
     the  amounts shown as  reported is attributable  to investment and other
     allowances, and tax exempt items.

     In  1997,  the  difference   is  attributable  to  prior  years' tax
     adjustments and investment and other allowances.


4.   NET INCOME PER COMMON SHARE

     Net income per common  share is based on the average  number of shares
     outstanding  during the  period (first  quarter  1998: 227.4 million; 1997:
     226.8 million).   As at March  31, 1998, there  were 227,448,934 common
     shares outstanding.


5.   SUPPLEMENTARY INFORMATION

     STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        First Quarter
                                                     -------------------
                                                      1998         1997
                                                     ------       ------
     <S>                                             <C>           <C>
     Interest paid................................   $   28       $   28
     Income taxes paid............................   $   89       $   60
                                                     ------       ------

</TABLE>


     SUMMARIZED FINANCIAL INFORMATION


     The  following is  summarized consolidated  financial information for Alcan
Aluminum  Corporation, a wholly-owned  subsidiary in  the United States.


<TABLE>
<CAPTION>
                                                        First Quarter   
                                                     -------------------
                                                      1998         1997
                                                     ------       ------
    <S>                                             <C>          <C>
     RESULTS OF OPERATIONS
     Revenues.....................................   $  912       $  865
     Costs and expenses...........................      847          840
                                                     ------       ------

     Income before income taxes...................       65           25
     Income taxes.................................       26           10
                                                     ------       ------
     Net income...................................   $   39       $   15
                                                     ======       ======
</TABLE>





                                       8
<PAGE>   10
<TABLE>
<CAPTION>
                                             March 31    December 31
                                               1998         1997
                                             --------    -----------
     <S>                                     <C>          <C>
     FINANCIAL POSITION
     Current assets........................   $  925       $  801
     Current liabilities...................      442          376  
                                              ------       ------
     Working capital.......................      483          425

     Property, plant and equipment - net...      726          736

     Other liabilities - net...............     (196)        (199)
                                              ------       ------
                                               1,013          962


     Debt not maturing within one year.....      102          102
                                              ------       ------
     Net assets............................   $  911       $  860
                                              ======       ======
</TABLE>


     In the above figures, inventories have  been valued principally by the
last-in,  first-out (LIFO)  method.    In the  Company's consolidated financial
statements, the average cost method is used.

6.   SUBSEQUENT EVENT

     On April 23, 1998, Alcan approved the redemption, on June 1,  1998, of its
     Floating Rate  Cumulative Redeemable Preference Shares, Series D, having a
     stated value of $43 million.

     In  the  opinion  of management,  all  adjustments necessary  for  a fair
presentation  of  interim  period  results  have  been  included in  the
financial  statements.    These   interim  results  are  not necessarily
indicative of results for the full year.





                                       9
<PAGE>   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       First quarter      Fourth quarter
                                                      ---------------     --------------
                                                      1998       1997          1997
                                                      ----       ----          ----
                                                          Highlights (US$ millions,
                                                          except per share amounts)
<S>                                                 <C>        <C>            <C>
Sales and operating revenues.....................    $1,953     $1,870        $1,947
Net income.......................................       117        143           146
Net income per common share......................      0.50       0.62          0.63
</TABLE>

     The Company reports first quarter consolidated net income before special
items of US$128 million compared to $107 million in the corresponding quarter of
1997. After a special charge of $11 million, net income for the quarter ended
March 31, 1998 was $117 million compared to $143 million for the first quarter
of 1997 which included non-recurring gains of $36 million. After preference
share dividends, net income per common share for the quarter is 50 cents
compared to 62 cents a year earlier.

     Results for the first quarter of 1998 include a net after-tax charge of $11
million, or 5 cents per share, related to Alcan's share of further construction
contract losses and restructuring costs at Nippon Light Metal Company, Ltd.
(NLM) in Japan (45.6%-owned by Alcan). The 1997 first quarter's results included
a gain from the sale of businesses and favourable income tax adjustments
totalling $36 million or 16 cents per share. Excluding special items, operating
earnings were 55 cents per share compared to 46 cents a year earlier and 56
cents in the fourth quarter of 1997.

     Demand remains strong in Europe and North America. However, the recent
weakness in metal prices has started to flow through to certain fabricated
products. Business conditions in Japan continue to be difficult resulting in
further restructuring costs at NLM.

<TABLE>
<CAPTION>
                                                      First quarter       Fourth quarter
                                                      --------------      --------------
VOLUMES                                               1998      1997           1997
                                                          (thousands of tonnes)
<S>                                        <C>
Shipments
  Ingot products*................................       202        212           215
  Fabricated products............................       436        411           399
Fabrication of customer-owned metal..............        68         67            66
                                                      ------     ------        ------
Total volume.....................................       706        690           680  
                                                      ======     ======        ======
Ingot product realizations (US$ per tonne).......     1,670      1,696         1,755
Fabricated product realizations (US$ per tonne)..     3,010      2,969         3,091
</TABLE>

*Includes primary and secondary ingot and scrap

     Sales and operating revenues for the first quarter of 1998 were similar to
the fourth quarter of 1997 despite lower metal prices. They were some 4% ahead
of the comparable period of 1997 reflecting higher sales volumes and fabricated
products price realizations.


                                       10

<PAGE>   12
     Total fabricated product volumes, which include products fabricated from
customer-owned metal, were 504 thousand tonnes (kt) in the first quarter, some
5% higher than a year earlier and 8% ahead of the fourth quarter of 1997.

     The higher average price realization for shipments of fabricated products
compared to the year-ago first quarter reflects improved local-currency prices,
offset in part by the effect of weaker European and Asian currencies. The
decline from the fourth quarter is principally due to changes in product mix.

PRODUCT SECTOR REVIEW

     The Company reports selected information by major product sector, viewed on
a stand-alone basis. Transactions between product sectors are conducted on an
arm's length basis and reflect market-related prices. Thus, profit on all
alumina produced by the Company, whether sold to third parties or used in the
Company's smelters, is included in the raw materials and chemicals sector.
Similarly, income from primary metal operations is mainly profit on metal
produced by the Company, whether sold to third parties or used in the Company's
fabricating operations. Income from fabricated product businesses represents
only the fabricating profit on rolled products and downstream businesses.

<TABLE>
<CAPTION>
                                           First quarter    Fourth quarter
                                           -------------    --------------
                                           1998     1997        1997
                                           ----     ----        ----
(US$ millions)
<S>                                        <C>     <C>
Operating income
  Raw materials and chemicals...........     39        8          40
  Primary metal.........................    130      166         150
  Fabricated products...................     76       65          46
  Intersector and other items...........     19        5          16  
                                            ---      ---         ---
                                            264      244         252

Equity income (loss)....................    (16)       3           1
Corporate offices.......................    (30)     (34)        (37)
Interest................................    (23)     (25)        (24)
Income taxes............................    (78)     (45)        (63)
                                            ---      ---         ---

Net income before extraordinary items...    117      143         129
Extraordinary gain......................     --       --          17  
                                            ---      ---         ---
Net income..............................    117      143         146  
                                            ===      ===         ===
</TABLE>

     Operating profits from raw material and chemical operations were little
changed from the fourth quarter but were markedly better than the year- ago
first quarter, due to higher contract prices for alumina and cost reductions.

     The decline in earnings from primary operations compared to the fourth
quarter of 1997 and the year-ago quarter results primarily from lower market
prices for ingot.

     The continued improvement in results from fabricated product businesses
reflects substantially higher volumes and improved profit margins in Europe and
North America, partially offset by weaker margins in Asia.


                                       11

<PAGE>   13
     "Intersector and other items" primarily reflects the deferral or
realization of profits on intersector sales of metal. Profits were deferred in
1997 due to generally rising ingot prices. In the first quarter of 1998,
previously deferred profits on intersector sales were realized as ingot prices
decreased. Also included in this category is interest earned on surplus cash.

     Alcan recorded a loss from equity-accounted companies of $16 million for
the first quarter primarily arising at NLM in Japan where business conditions
remain difficult. The ongoing review of NLM's operations resulted in further
provisions and an extension of the previously initiated manpower reduction
program. Alcan's share of the resultant costs, net of a gain on sale of land,
was $11 million.

     From the beginning of 1998, Alcan has adopted the revised Canadian
accounting standard for deferred income taxes. This has resulted in a one-time
increase in common shareholders' equity of $285 million which is shown as an
increase in opening equity.


GEOGRAPHIC REVIEW

<TABLE>
<CAPTION>
                                      First quarter    Fourth quarter
                                      -------------    --------------
                                       1998   1997          1997      
                                       ----   ----          ----
                                             (US$ millions)

<S>                                    <C>    <C>           <C>
Net income (Loss)
  Canada............................     47     85            56
  United States.....................     31     26            29
  South America.....................      5     14             5
  Europe............................     24     12            22
  Asia and Pacific..................     (6)    13             6
  Other  (including eliminations)...     16     (7)           11  
                                        ---    ---           ---
                                        117    143           129
Extraordinary gain (Canada).........     --     --            17  
                                        ---    ---           ---
                                        117    143           146  
                                        ===    ===           ===
</TABLE>

     In Canada, net income declined from the fourth quarter and the prior year
due to lower metal prices; also included in the first quarter of 1997 was a
favourable income tax adjustment of $26 million.

     In the United States, net income from operations continued to improve
reflecting strong volumes.

     Operating results in South America were unchanged from the fourth quarter.
Net income for the prior year's first quarter included a $10 million gain on the
sale of non-strategic businesses.

     European results showed a strong improvement over the prior year and the
fourth quarter primarily due to increased fabricated products shipments and
lower costs.

     Results in the Asia and Pacific region for the quarter were again
disappointing with little sign of improvement in the Japanese market.

     The profit from "Other" in the quarter arises principally from the
recognition of previously deferred profits on inter-regional sales of ingot. In
1997, this result was adverse as profits were deferred in a generally rising
metal price environment.


                                       12

<PAGE>   14
LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

     Cash generated from operating activities during the first quarter of 1998
was $12 million, down from $58 million in the comparable period of 1997,
primarily due to the lower net income and increased operating working capital
and deferred items.

FINANCING ACTIVITIES

     Cash used for financing activities in the first quarter of 1998 was $103
million compared to an inflow of $14 million in the comparable period of 1997.
This primarily reflects a reduction in short-term borrowings of $65 million in
the quarter compared to an increase of $25 million in the year-ago quarter. The
debt:equity ratio at March 31, at 21:79, compares to 23:77 at both 31 December
and a year ago, with the improvement partly due to the increase in equity
resulting from the change in deferred income tax accounting, referred to above.
The ratio improves to 17:83 when adjusted to reflect surplus cash. Total debt at
March 31, 1998, was $1,436 million versus $1,505 million at the same date last
year.

     At the end of the first quarter of 1998, the Company had cash and time
deposits of $385 million.

     On April 23, 1998, the Company approved the redemption, on June 1, 1998, of
its Floating Rate Cumulative Redeemable Preference Shares, Series D, having a
stated value of $43 million.

INVESTMENT ACTIVITIES

     Capital expenditures during the first quarter of 1998 were $132 million,
compared to $108 million a year earlier. During the quarter, the Company
announced an investment of $1.6 billion in a 375 kt/y aluminum smelter at Alma,
Quebec. The investment will take place over a three-year period with
approximately $220 million of expenditure anticipated in the current year and
most of the remaining expenditure falling into 1999 and 2000.

     The year-ago quarter also included $42 million of proceeds from disposals
of businesses and other assets.

     The Company has announced that it has offered, to the shareholders of
Indian Aluminium Company, Limited (Indal), to acquire up to 14,220,400 ordinary
shares (representing 20% of the voting capital) of Indal at a price of Rs 120
per share. The Company currently holds 34.6% of Indal's equity.


YEAR 2000 COMPLIANCE

     With respect to Alcan's ongoing global project to address Year 2000 issues,
inventory verification for business and processing systems of Alcan and its
consolidated subsidiaries was virtually complete by end- April 1998. This work
involved a review of systems within the Alcan businesses including systems that
electronically interact with third parties. Other phases of the Alcan project
encompass remediation and testing of its systems which are now beginning as well
as assessing the vulnerability of the Company's operations to third parties
whose systems may not be compliant. Notwithstanding these efforts to mitigate
the related risks, business interruptions or delays could still occur for a
variety of reasons.


                                       13

<PAGE>   15
PART II. OTHER INFORMATION

ITEMS 1. THROUGH 5.

      The registrant has nothing to report under these items.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     (27) Financial Data Schedule. (Filed herewith.)

     (99) Cautionary statement for purposes of the Safe Harbor
          provisions of the Private Securities Litigation Reform Act of
          1995. (Filed herewith.)

(b)  Reports on Form 8-K

     None were filed in the quarter ended March 31, 1998.


                                   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 ALUMINIUM LIMITED

Dated: May 14, 1998                     By:    /s/ Geoffrey P. Batt
                                             ---------------------------
                                             Geoffrey P. Batt
                                             Treasurer
                                             (A Duly Authorized Officer)





                                       14

<PAGE>   1

EXHIBIT No. 99: CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
     Written or oral statements made by Alcan or its representatives, including
statements set forth in Alcan's Form 10-Q for the quarter ended March 31,
1998, 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 the United States Private Securities
Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "estimates," "anticipates" or the negative thereof or other variations
thereon. The Company cautions that, by their nature, forward-looking statements
involve risk and uncertainty and that the Company's actual results could differ
materially from those expressed or implied in such forward-looking statements or
could affect the extent to which a particular projection is realized.
 
     Important factors which could cause the Company's actual performance to
differ materially from projections or expectations included in forward-looking
statements include global aluminum supply and demand conditions, aluminum ingot
prices and changes in other raw materials costs and availability, cyclical
demand and pricing within the principal markets for the Company's products,
changes in government regulations, particularly those affecting environmental,
health or safety compliance, economic developments and other factors within the
countries in which the Company operates or sells its products and other factors
relating to the Company's ongoing operations including, but not limited to,
litigation, labor negotiations and fiscal regimes.
 
     Copies of the Company's filings may be obtained by contacting the Company
or the United States Securities and Exchange Commission.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE FORM 1O-Q OF ALCAN ALUMINIUM
LIMITED FOR THE QUARTER ENDED 31 MARCH 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                             385
<SECURITIES>                                         0
<RECEIVABLES>                                    1,416
<ALLOWANCES>                                         0
<INVENTORY>                                      1,367
<CURRENT-ASSETS>                                 3,168
<PP&E>                                          11,817
<DEPRECIATION>                                   6,348
<TOTAL-ASSETS>                                   9,426
<CURRENT-LIABILITIES>                            1,309
<BONDS>                                          1,224
                                0
                                        203
<COMMON>                                         1,254
<OTHER-SE>                                       3,979
<TOTAL-LIABILITY-AND-EQUITY>                     9,426
<SALES>                                          1,953
<TOTAL-REVENUES>                                 1,971
<CGS>                                            1,497
<TOTAL-COSTS>                                    1,497
<OTHER-EXPENSES>                                   110
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  23
<INCOME-PRETAX>                                    210
<INCOME-TAX>                                        78
<INCOME-CONTINUING>                                117
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       117
<EPS-PRIMARY>                                      .50
<EPS-DILUTED>                                      .50
        

</TABLE>


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