RNS Number:7264Y
Alcan Inc
16 July 2002


Press Release



FOR IMMEDIATE RELEASE

    ALCAN POSTS IMPROVED YEAR-OVER-YEAR OPERATING EARNINGS OVERCOMING MARKET
                                   CHALLENGES

HIGHLIGHTS


  • Year-over-year operating earnings and total revenues are higher for the
    quarter, despite substantially lower LME aluminum prices and weaker
    macroeconomic conditions
  • Cash from operations is up 67% compared to the year-ago quarter
  • Merger synergies, cost restructuring and improving volumes are credited
    for improved results

MONTREAL, CANADA - July 16, 2002 - Alcan Inc. (NYSE, TSE: AL) today posted
improved second quarter operating earnings, crediting a continued focus on
restructuring and merger synergy programs, increased volumes, as well as
financial discipline, for the strong results and solid cash generation.

Alcan Inc. reported second quarter earnings per share, excluding non-recurring
items and foreign currency balance sheet translation effects, of US$0.46 per
share compared to US$0.41 per share in the second quarter of 2001 and US$0.33
per share in the first quarter of 2002.

Including non-recurring items and foreign currency balance sheet translation
effects, net income under GAAP for the quarter was US$0.22 per share compared to
US$0.23 per share in the second quarter of 2001 and US$0.26 per share in the
previous quarter.

"With aluminum prices unchanged from the first quarter, the Company's higher
operating earnings were a direct result of our continued focus on cost control
and improving volumes, while cash flows also reflected continued financial
discipline. These combined outcomes demonstrate the benefits of Alcan's drive to
maximize shareholder value," said Travis Engen, President and CEO of Alcan Inc.

The results for the second quarter of 2002 included a net non-recurring
after-tax charge of US$8 million (US$0.03 per share) which related mainly to the
restructuring program announced on October 17, 2001. The current quarter also
included an after-tax US$70 million loss (US$0.21 per share) for foreign
currency balance sheet translation effects. Non-recurring after-tax charges and
foreign currency balance sheet translation effects, were US$54 million (US$0.18
per share) in the year-ago quarter and US$21 million (US$0.07 per share) in the
first quarter of 2002.

For the first six months of 2002, net income per share under GAAP was US$0.48
compared to US$0.64 for the comparable period of 2001. Excluding non-recurring
items and foreign currency balance sheet translation effects, earnings per share
were US$0.79 compared to US$0.91 during the first six months of 2001.


CONSOLIDATED REVIEW
                                                                SECOND                     SIX               FIRST
                                                               QUARTER                   MONTHS             QUARTER
                                                                                                            
(US$ millions, unless otherwise noted)                     2002         2001         2002        2001          2002

Sales & operating revenues                                3,199        3,162        6,136       6,432         2,937

Shipments (thousands of tonnes)
     Ingot products(1)                                      359          342          674         653           315
     Rolled products                                        528          493        1,025       1,012           497
     Conversion of customer-owned metal                      95           87          170         178            75
     Aluminum used in engineered products &                 152          129          278         300           126
     packaging

Total aluminum volume                                     1,134        1,051        2,147       2,143         1,013

Ingot product realizations (US$ per tonne)                1,536        1,628        1,518       1,651         1,497

Rolled product realizations (US$ per tonne) (2)           2,311        2,409        2,278       2,427         2,250

Average London Metal Exchange 3-month price (US$ per      1,377        1,511        1,386       1,536         1,395
tonne)

Net income excluding non-recurring items and foreign        
currency balance sheet translation                          149          128          256         291           107
        Non-recurring items                                  (8)         (17)         (15)        (87)           (7)
        Foreign currency balance sheet translation          (70)         (37)         (84)          5           (14)

Net income including non-recurring items and foreign         
currency balance sheet translation                           71           74          157         209            86

Economic Value Added (EVA(R))                              (167)        (110)        (365)       (158)         (198)

(1) Includes primary and secondary ingot and scrap, as well as shipments 
    resulting from metal trading activities
(2) Excluding conversion of customer owned metal
(R) EVA is a registered trademark of Stern, Stewart & Company

Largely as a result of higher volumes in most business segments, sales and
operating revenues for the quarter increased by 1% compared to the year-ago
quarter, despite significantly lower LME aluminum prices. As compared to the
previous quarter, both higher shipments in all areas and slightly higher ingot
and rolled product prices contributed to the increase in sales and operating
revenues.

Total aluminum volume was 1,134 thousand tonnes (kt) in the quarter, compared to
1,051 kt a year earlier and to 1,013 kt in the preceding quarter. Year over
year, the additional volume was from the new smelter in Alma, Quebec and the
Company's newly acquired 20% interest in the Alouette smelter, also in Quebec.
As compared to the previous quarter, the increase in volume was mainly due to
additional metal purchased for resale and production from the Alouette smelter.

Ingot product realizations of US$1,536 per tonne fell by 6% from the year-ago
quarter in line with a 9% decrease in the London Metal Exchange (LME) price.
Compared to the previous quarter, ingot product realizations increased by 3%
versus a 1% decrease in the LME price.

Rolled product realizations of US$2,311 per tonne were 4% lower than the
year-ago quarter and 3% above the previous quarter.

For the quarter, the net income under GAAP of US$71 million compares to a net
income of US$74 million in the year-ago quarter and to US$86 million in the
previous quarter. The comparable results to the year-ago quarter were primarily
due to improvements from the Company's restructuring and merger-related
synergies programs, higher volumes, lower interest expense and the absence of
goodwill amortization, offset by lower LME related ingot product realizations
and the unfavourable effects of foreign currency balance sheet translation. As
compared to the previous quarter, the US$15 million decrease was a result of
higher volumes that were more than offset by the unfavourable effects of foreign
currency balance sheet translation.

In 2002, the Company adopted new accounting standards dealing with goodwill. As
a result of this change in accounting, goodwill is no longer being amortized.
This had a positive impact of US$0.05 per share in the second quarter and
US$0.06 per share in the previous quarter. Also under these standards, as
previously announced, the Company has completed a review of goodwill and has
recorded an impairment charge of US$748 million as a reduction in opening
retained earnings as of January 1, 2002. The adjustment reflects the decline in
end-market conditions in the period from the algroup merger in October 2000 to
January 1, 2002. This adjustment will have no impact on the future growth of the
Company, nor will it affect its cash flow.

Cash from operations in the quarter was US$400 million, a significant increase
compared to the year-ago quarter of US$239 million and US$258 million in the
previous quarter. The improvement was due largely to tighter controls on working
capital.


SEGMENT REVIEW
                                                              SECOND                     SIX                  FIRST
                                                              QUARTER                   MONTHS               QUARTER
                                                                                                     
(US$ millions)                                           2002        2001         2002         2001           2002

EBITDA
     Bauxite, Alumina and Specialty Chemicals              63          79          127          179             64
     Primary Metal                                        211         208          425          457            214
     Rolled Products, Americas and Asia                    94          76          186          162             92
     Rolled Products, Europe                               35          39           65           77             30
     Engineered Products                                   27          24           54           58             27
     Packaging                                             93          92          169          178             76

EBITDA from operating segments                            523         518        1,026        1,111            503

     Depreciation & amortization                         (217)       (204)        (422)        (400)          (205)
     Restructuring, impairment and other                   
     special charges                                       (7)          -          (21)           -            (14)
     Intersegment and other                               (28)        (37)         (74)        (155)           (46)
     Corporate offices                                    (26)        (18)         (50)         (32)           (24)
     Interest                                             (50)        (65)        (100)        (120)           (50)
     Income taxes                                        (122)       (101)        (200)        (159)           (78)
     Minority interests                                    (2)         (1)          (2)           -              -

Net income before goodwill amortization                    71          92          157          245             86

Net income after goodwill amortization                     71          74          157          209             86

Segments

Second quarter earnings before interest, taxes, depreciation and amortization
(EBITDA) for Bauxite, Alumina and Specialty Chemicals were lower than in the
previous year, reflecting lower selling prices for alumina and bauxite and the
divestiture of Jamaican operations, partially offset by lower production costs.
EBITDA of US$63 million was unchanged from the preceding quarter.

For Primary Metal, EBITDA of US$211 million increased slightly compared to the
year-ago quarter due mainly to lower costs, better performance at the Alma
smelter, as well as the addition of Alouette. These were largely offset by lower
LME related ingot prices and the unfavourable effects of foreign currency
balance sheet translation. Compared to the preceding quarter, EBITDA was
essentially unchanged as higher volumes and prices were offset by the
unfavourable effects of foreign currency balance sheet translation.

EBITDA for Rolled Products, Americas and Asia, at US$94 million, was 24% higher
than in the previous year largely as a result of higher volumes in North America
and Asia along with the effective implementation of ongoing cost reduction
initiatives. Compared to the preceding quarter, EBITDA increased by 2% driven by
volume increases in North America and Asia which more than offset the time lag
in passing the change in metal prices to certain customers.

For Rolled Products, Europe, EBITDA at US$35 million was US$4 million lower than
in the previous year. Beneficial effects of higher shipments and a stronger Euro
were offset by metal valuation losses and higher wage settlements. Compared to
the first quarter of 2002, EBITDA increased by US$5 million, due mainly to
higher shipments and the strengthening Euro.

EBITDA for Engineered Products of US$27 million was US$3 million higher than in
the previous year, with no change compared to the first quarter of 2002.

Packaging Group EBITDA of US$93 million was slightly improved over the same
quarter in 2001 when market conditions were more robust, but represented a
significant improvement over the US$76 million reported in the previous quarter.
The improvement was driven both by recovering business volumes following the
downturn of the last 3 quarters, the ramp-up of benefits from restructuring,
other cost reduction programs and merger synergies, as well as a stronger Euro.

Reconciliation to net income

Depreciation and amortization of US$217 million was 6% higher than the year-ago
quarter largely due to the Alma smelter which reached full capacity during the
fourth quarter of 2001, as well as the acquisition of a 20% interest in the
Alouette smelter. As compared to the previous quarter, depreciation and
amortization was also 6% higher, partly due to the addition of Alouette.

The "Restructuring, impairment and other special charges" consisted mainly of
provisions for a portion of the restructuring program announced in the fourth
quarter of 2001, relating specifically to the closure of the Bracebridge cable
plant in Ontario, Canada.

"Intersegment and other" includes the deferral or realization of profits on
intersegment sales of aluminum as well as other non-operating items.

Interest expense, at US$50 million, decreased by US$15 million compared to the
previous year reflecting lower interest rates and debt levels, which was
partially offset by the fact that no interest was capitalized during the current
quarter. Interest expense was the same as in the previous quarter. Debt as a
percent of invested capital at June 30, 2002 was 33%, compared to 32% at the end
of first quarter and 34% at the end of the second quarter of 2001.

The Company's effective tax rate was 36% in the second quarter and 38% for the
first half of 2002, excluding the effects of non-recurring items and foreign
currency balance sheet translation.

For the second quarter of 2002, the average number of common shares outstanding
was 321.2 million compared to 319.7 million in the year-ago quarter and 321.0
million in the first quarter. At June 30, 2002, 321.3 million shares were
outstanding.

OUTLOOK

The Company expects to continue to benefit from merger synergies, restructuring
initiatives and recently completed investments. In the quarter, we saw
strengthening order books and lengthening lead-times, consistent with a modest
rate of recovery in North America, Europe and some parts of Asia.

Based on the current 3-month LME aluminum price of about US$1,365 per tonne,
Alcan presently expects that earnings per common share, excluding non-recurring
items and foreign currency balance sheet translation effects, will be between
US$0.40 and US$0.50 for the third quarter of 2002.

Based on the current 3-month LME aluminum price of approximately US$1,365 per
tonne, the Company continues to expect that earnings per share, excluding
non-recurring items and foreign currency balance sheet translation effects, will
be between US$1.70 and US$2.10 for the full year 2002. If there is no further
strengthening of our end markets in the second half of the year, earnings will
be at the lower end of this guidance.

Alcan is a multinational, market-driven company and a global leader in aluminum
and specialty packaging with 2001 revenues of US$12.6 billion. With world-class
operations in primary aluminum, fabricated aluminum as well as flexible and
specialty packaging, Alcan is well positioned to meet and exceed its customers'
needs for innovative solutions and service. Alcan employs approximately 48,000
people and has operating facilities in 38 countries.

Statements made in this press release 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. 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. Important factors which
could cause such differences include global supply and demand conditions for
aluminum and other products, aluminum ingot prices and changes in raw materials'
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, economic developments, relationships
with and financial and operating conditions of customers and suppliers, the
effects of integrating acquired businesses and the ability to attain expected
benefits 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, labour negotiations and
fiscal regimes.

NOTE

"GAAP" refers to Canadian Generally Accepted Accounting Principles
All tonnages are stated in metric tonnes, equivalent to 2,204.6 pounds.
All figures are unaudited.

QUARTERLY RESULTS WEBCAST

Alcan's quarterly results conference call with analysts will take place on
Tuesday, July 16, 2002 at 10:00 a.m. and will be webcast via the Internet at
www.alcan.com.

Supporting documentation (press release, presentation to analysts and
supplementary information) is available at www.alcan.com., using the Investors
link. A written transcript of the conference call will also be posted on the
website in the upcoming week.

                                     - 30 -


MEDIA CONTACT: Marc Osborne
Tel.:+1 (514) 848-1342

INVESTMENT COMMUNITY CONTACT: Jo-Ann Longworth
Tel.:+1 (514) 848-8368



                                  ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF INCOME
(unaudited)

Periods ended June 30                                       Second Quarter                           Six Months
(in millions of US$, except per share amounts)         2002               2001                 2002              2001
                                                                    (restated-note 1)                  (restated-note 1)

Sales and operating revenues                          3,199              3,162                6,136             6,432

Costs and expenses
    Costs of sales and operating expenses             2,520              2,474                4,851             5,051
    Depreciation and amortization                       217                204                  422               400
    Selling, administrative and general expenses        142                138                  281               271
    Research and development expenses                    27                 34                   55                67
    Interest (note 4)                                    50                 65                  100               120
    Restructuring, impairment and other special
    charges (note 2)                                      7                  -                   21                 -
    Other expenses - net (notes 1 and 3)                 43                 54                   50               122

                                                      3,006              2,969                5,780             6,031

Income before income taxes and other items              193                193                  356               401
Income taxes                                            122                101                  200               159

Income before other items                                71                 92                  156               242
Equity income                                             2                  1                    3                 3
Minority interests                                       (2)                (1)                  (2)                -

Net income before amortization of goodwill               71                 92                  157               245
Amortization of goodwill (note 1)                         -                 18                    -                36

Net income                                               71                 74                  157               209
Dividends on preference shares                            1                  2                    2                 4

Net income attributable to common shareholders           70                 72                  155               205

Net income per common share before
amortization of goodwill - basic                       0.22               0.28                 0.48              0.75

Amortization of goodwill per common share                 -               0.05                    -              0.11

Net income per common share - basic                    0.22               0.23                 0.48              0.64

Net income per common share - diluted                  0.22               0.22                 0.48              0.64

Dividends per common share                             0.15               0.15                 0.30              0.30



                                        ALCAN INC.


INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(unaudited)

Six months ended June 30 (in millions of US$)                    2002                 2001

Retained earnings - beginning of period

   As previously reported                                       4,095                4,290

   Accounting changes (note 1)
   - Unamortized exchange loss                                    (21)                 (18)
   - Impairment of goodwill as at January 1, 2002                (748)                   -

As restated                                                     3,326                4,272

Net income                                                        157                  209

Dividends  - Common                                               (96)                 (95)
           - Preference                                            (2)                  (4)

Retained earnings - end of period                               3,385                4,382



                                            ALCAN INC.

INTERIM CONSOLIDATED BALANCE SHEET
(unaudited for 2002)

(in millions of US$)                                         June 30, 2002        December 31, 2001
                                                                                 (restated - note 1)
ASSETS

Current assets

   Cash and time deposits                                        121                      119

   Trade receivables (net of allowances of $58
   in 2002 and $52 in 2001)                                    1,415                    1,216

   Other receivables                                             424                      532

   Inventories      - Aluminum operating segments
                      . Aluminum                                 919                      875
                      . Raw materials                            401                      413
                      . Other supplies                           289                      269

                                                               1,609                    1,557

                    - Packaging operating segment                428                      393

                                                               2,037                    1,950

Total current assets                                           3,997                    3,817

Deferred charges and other assets                                764                      716

Property, plant and equipment
   Cost (excluding Construction work in progress)             16,892                   16,225
   Construction work in progress                                 666                      613
   Accumulated depreciation                                   (7,599)                  (7,136)

                                                               9,959                    9,702

Intangible assets, net of accumulated amortization
of $41 in 2002 and $27 in 2001                                   311                      298

Goodwill                                                       2,285                    2,925

Total assets                                                  17,316                   17,458


                                              ALCAN INC.

INTERIM CONSOLIDATED BALANCE SHEET (cont'd)
(unaudited for 2002)

(in millions of US$)                                         June 30, 2002        December 31, 2001
                                                                                 (restated - note 1)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

  Payables and accrued liabilities                             2,336                    2,328
  Short-term borrowings                                          397                      555
  Debt maturing within one year (note 3)                         678                      652

                                                               3,411                    3,535

Debt not maturing within one year                              3,038                    2,884
Deferred credits and other liabilities                         1,253                    1,131
Deferred income taxes                                          1,081                    1,006
Minority interests                                               148                      132

Shareholders' equity

  Redeemable non-retractable preference shares                   160                      160
  Common shareholders' equity
     Common shares                                             4,698                    4,687
     Retained earnings                                         3,385                    4,074
     Deferred translation adjustments                            142                     (151)

                                                               8,225                    8,610

                                                               8,385                    8,770

Total liabilities and shareholders' equity                    17,316                   17,458



                                                      ALCAN INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
                                                              Second Quarter                      Six Months
Periods ended June 30 (in millions of US$)                 2002            2001               2002            2001
                                                                     (restated-note 1)                (restated-note 1) 
Operating activities

    Net income                                               71              74               157              209

    Adjustments to determine cash from
    operating activities:

        Depreciation and amortization                       217             204               422              400
        Amortization of goodwill                              -              18                 -               36
        Deferred income taxes                                36              17                39              (10)
        Asset impairment provisions                           9               -                 9                -
        Loss on sale of businesses                            -              32                 -              122
        Change in operating working capital
           Change in receivables                             34             (28)               40              (81)
           Change in inventories                             (9)            (14)               23             (104)
           Change in payables                                 5            (115)              (87)            (110)
           Total change in operating working capital         30            (157)              (24)            (295)

        Change in deferred charges,
        other assets, deferred credits
        and other liabilities - net                          40              36                64              (75)

        Other - net                                          (3)             15                (9)               8

Cash from operating activities                              400             239               658              395



                                                       ALCAN INC.

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

                                                              Second Quarter                      Six Months
Periods ended June 30 (in millions of US$)                 2002            2001               2002            2001
                                                                     (restated-note 1)                (restated-note 1) 

Financing activities

   New debt                                                  51             584               182            1,819
   Debt repayments                                          (21)           (316)             (192)          (1,306)

                                                             30             268               (10)             513

   Short-term borrowings - net                              (49)           (525)             (176)            (274)
   Common shares issued                                       4              44                10               57
   Dividends   - Alcan shareholders
                 (including preference)                     (49)            (49)              (98)             (99)
               - Minority interests                          (2)             (1)               (3)              (1)

   Cash from (used for) financing activities                (66)           (263)             (277)             196

Investment activities

   Property, plant and equipment                           (155)           (253)             (262)            (497)
   Business acquisitions                                   (172)            (22)             (172)            (401)
   Net proceeds from disposal of businesses,
   investments and other assets                              11             194                47              194

   Cash used for investment activities                     (316)            (81)             (387)            (704)

   Effect of exchange rate changes on cash
   and time deposits                                          7              (2)                8              (10)

   Increase (decrease) in cash
   and time deposits                                         25            (107)                2             (123)

   Cash and time deposits
   - beginning of period                                     96             245               119              261

   Cash and time deposits - end of period                   121             138               121              138



                                                       ALCAN INC.
                                                  (in millions of US$)
1.     ACCOUNTING CHANGES

       Goodwill and Other Intangible Assets

       On January 1, 2002, the Company adopted the new recommendations of the 
       Canadian Institute of Chartered Accountants (CICA) concerning goodwill 
       and other intangible assets. Under this standard, goodwill and other 
       intangible assets with an indefinite life are no longer amortized but are
       carried at the lower of carrying value and fair value. Goodwill and other
       intangible assets with an indefinite life are tested for impairment on an
       annual basis.

       An impairment of $748 was identified in the goodwill balance as at 
       January 1, 2002 and was charged to opening retained earnings in 2002. Any
       further impairment arising subsequent to January 1, 2002 will be taken as
       a charge against income. As a result of the new standard, the Company no 
       longer amortizes goodwill. In 2001, the amount of goodwill amortization 
       for the second quarter and six months was $18 and $36, respectively.

       Deferred Foreign Exchange Translation Gains and Losses

       As of January 1, 2002, the Company no longer amortizes the exchange gains 
       and losses arising on the translation of long-term foreign currency 
       denominated monetary assets and liabilities that have a fixed or 
       ascertainable life extending beyond the end of the following fiscal year. 
       These exchange gains and losses are now absorbed in income immediately.

       This standard has been applied retroactively and consequently, prior 
       years' financial statements have been restated. At December 31, 2001, 
       Retained earnings have been decreased by $21 (2000: $18) and Deferred 
       charges and other assets were reduced by $21 (2000: $18). In the second 
       quarter and six months of 2002, an exchange loss of $2 and $4 
       (2001: nil and $2), respectively, on the translation of long-term foreign 
       currency denominated assets and liabilities, has been included in Other 
       expenses - net. The transfer of an unamortized exchange loss of $21 
       (2000: $18) to Retained earnings from Deferred charges and other assets 
       pertains to the long-term foreign currency denominated monetary
       assets and liabilities that existed at each year-end.

2.     RESTRUCTURING, IMPAIRMENT AND OTHER SPECIAL CHARGES

       In the second quarter of 2002, the Company recorded additional severance 
       charges of $14 pre-tax in Restructuring, Impairment and Other special 
       charges principally relating to the closure of its Bracebridge plant in 
       Ontario, Canada. This closure will result in an additional reduction of 
       approximately 162 employees. Also recorded in Restructuring, Impairment 
       and Other special charges in the second quarter of 2002 was a write-back 
       of a portion of the environmental reserve relating to spent potlining of 
       $4 pre-tax and a gain of $3 pre-tax on the sale of an investment.

       In the first quarter of 2002, the Company recorded charges of $14 pre-tax 
       in Restructuring, impairment and other special charges related to the 
       restructuring program. The charges consisted of impairment for long-lived 
       assets of $9 related to the exit from non-core products at its 
       Borgofranco plant in Italy and a loss of $5 on the sale of the Company's 
       extrusion operations in Thailand arising principally from the realization 
       of deferred translation losses.

3.     LONG TERM DEBT

       On January 15, 2002, the Company redeemed all of its outstanding 8 7/8% 
       $150 debentures due on January 15, 2022. The redemption was at a price of 
       104.15%. A loss of $6 is recorded in Other expenses - net in the first 
       quarter of 2002.

4.     CAPITALIZATION OF INTEREST COSTS

       Total interest costs in the second quarter and six months of 2002 were 
       $50 and $100 respectively (2001: $73 and $148) of which none were 
       capitalized in 2002 (2001: $8 and $28).

5.     ACQUISITION OF A 20% INTEREST IN THE ALUMINERIE ALOUETTE CONSORTIUM

       On April 24, 2002, the Company announced that it had completed the 
       acquisition of the Societe generale de financement (SGF) 20% interest in 
       the Aluminerie Alouette consortium at a cost of approximately $172, 
       subject to post-closing adjustments.

Montreal, Canada
16 July 2002





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