SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Form 10-K

|[ x ] | Annual Report pursuant to Section 13 or
      15(d) ofthe Securities Exchange Act of
  1934
|----- | -------------------------------------------------------------------------------------------

For the fiscal year ended31 December 2002

OR

|[   ] | Transition Report pursuant to Section 13
      or 15(d) ofthe Securities Exchange Act of
  1934
|----- | -----------------------------------------------------------------------------------------------

Commission file number 1-3677

Alcan Inc.

Incorporated in:
    I.R.S. Employer Identification
No.:Canada
    Not applicable1188 Sherbrooke Street West,Montreal, Quebec, Canada H3A 3G2Telephone:  (514) 848-8000Securities registered pursuant to Section 12(b) of the
      Act:Title
    Name of each exchange on which
    registeredCommon Shares without nominal or par value
    New York Stock ExchangeCommon Share Purchase Rights
    New York Stock Exchange4 7/8% Notes due 2012
    New York Stock Exchange


Securities registered pursuant to Section 12(g) of the
Act:None

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 and (2) has been
subject to such filing requirements for the past 90 days:Yes x No __.

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.[x ]



The aggregate market value of the voting
      stockheld by non-affiliates:
    USD12,054 million, as of 28 June 2002Common Stock of Registrant
    outstanding:
    321,640,894 Common Shares,as of 24 March 2003Documents incorporated by reference:
    Portions of the Annual Report to security holders for the
      fiscal year ended 31 December 2002 (Parts I, II and IV)Portions of the Management Proxy Circular for the Annual
      Meeting to be held on 24 April 2003 (Parts III and
  IV)




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INDEX TO ALCAN INC.2002 ANNUAL REPORT ON FORM 10-K

PagePART IItems 1 and 2 Business and Properties
    3Overview of Operating Segments
    3History/Recent Developments
    4Business Groups
    7Bauxite, Alumina and Specialty
Chemicals
    7Primary Metal
    10Rolled Products Americas and Asia
    15Rolled Products Europe
    16Engineered Products
    18Packaging
    20Information by Geographic Areas
    22Research and Development
    22Environment, Health
      and Safety Matters
    23Properties
    23Employee Relations
    23Patents, Licenses and Trademarks
    24Competition and Government Regulations
    24Item 3  Legal Proceedings
    25Environmental Matters
    25Other Matters
    27Item 4  Submission of Matters to a Vote of Security Holders
    27PART IIItem 5  Market for the Registrant's Common Equity and Related
      Stockholder Matters
    28Item 6  Selected Financial Data
    28Item 7  Management's Discussion and Analysis of Financial
      Condition and Results of Operations
    30Item 7a Quantitative and Qualitative Disclosures about Market
    Risk
    30Item 8  Financial Statements and Supplementary Data
    31Item 9  Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
    32PART IIIItem 10 Directors and Executive Officers of the Registrant
    32Item 11 Executive Compensation
    34Item 12 Security Ownership of Certain Beneficial Owners and
      Management
    34Item 13 Certain Relationships and Related Transactions
    35Item 14 Controls and Procedures
    35PART IVItem 15 Exhibits, Financial Statement Schedules and Reports on Form
      8-K
    35Signatures
    41Certifications
    43Consent of Independent Accountants
    45


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PART I

In this report, unless the context otherwise requires, the following
definitions apply:

"Alcan", "Company" or "Registrant" means Alcan Inc. and, where applicable,
one or more Subsidiaries,

"Algroup" means Alusuisse Group Ltd. (now Alcan Holdings Switzerland Ltd., a
Subsidiary of Alcan following the Combination),

"Annual Report" means Alcan's Annual Report to shareholders for the year
ended 31 December 2002,

"Combination" means the process by which Algroup became a Subsidiary of Alcan
on 17 October 2000, through the completion of a share exchange offer by Alcan
for the shares of Algroup,

"Dollars" or "$" means U.S. Dollars, unless otherwise specified,

"EVA®" Economic Value Added is the registered trademark of Stern Stewart
& Co. and a key measure of financial performance.  EVA represents the
difference between the return on capital and the cost of using that capital over
the same period,

"Joint Venture" means an association (incorporated or unincorporated) of
companies jointly undertaking some commercial enterprise and proportionately
consolidated to the extent of Alcan's participation,

"LME" means the London Metal Exchange,

"Management Proxy Circular" means the management proxy circular for Alcan's
Annual Meeting of Shareholders to be held on 24 April 2003,

"Related Company" means a company in which Alcan owns, directly or
indirectly, 50% or less of the voting stock and in which Alcan has significant
influence over management, but does not include a company in a Joint
Venture,

"Subsidiary" means a company controlled, directly or indirectly, by Alcan,

"tonne" means a metric tonne of 1,000 kilograms or 2,204.6 pounds, and

"UBC" means a used beverage can.

Unless otherwise expressly indicated, the financial and other information
given in this report is presented on a consolidated basis.

Certain information called for by Items of this Form is
incorporated by reference to the Annual Report and to the Management Proxy
Circular.  Such information is specifically identified herein, including by
the reference "See Annual Report..." or "See Management Proxy Circular...". 
With the exception of such information specifically incorporated by reference,
the Annual Report and the Management Proxy Circular are not to be deemed filed
as part of this Form 10-K Report.  Information incorporated by reference is
considered to be part of this report, and information filed later with the SEC
will automatically update and supersede this information.

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Special Note Regarding Forward-Looking Statements

Certain statements made or incorporated by
reference in this Report are forward-looking statements within the meaning of
the United States Private Securities Litigation Reform Act of 1995. Terms such
as ''believes'', ''expects'', ''may'', ''will'', ''could'', ''should'',
''anticipates'', ''estimates'' and ''plans'' and the negatives of and variations
on terms such as these signify forward-looking statements.  Because these
forward-looking statements include risks and uncertainties, readers are
cautioned that actual results may differ materially from the results expressed
in or implied by the statements.

Factors that could cause actual results or outcomes to differ
from the results expressed or implied by forward-looking statements include,
among other things:

- changes in global aluminum supply and demand conditions;
- changes in aluminum ingot prices;
- changes in raw materials costs and availability;
- changes in the relative values of various currencies;
- cyclical demand and pricing within the principal markets for
  Alcan'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 Alcan maintains production facilities;
- the effect of integrating acquired businesses and the ability
  to attain expected benefits;
- 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 Alcan's
  ability to import materials, export its products and compete
  internationally;
- relationships with and financial and operating conditions of
  customers and suppliers;
- economic, regulatory and political factors within the
  countries in which Alcan operates or sells products; and
- factors affecting Alcan's operations, such as litigation,
  labour relations and negotiations and fiscal regimes.

Additional information concerning factors that could cause
actual results to differ materially from those in forward-looking statements
include, but are not necessarily limited to, those discussed under the heading
"Risks and Uncertainties" in the Management's Discussion and Analysis section of
Alcan's Annual Report, on pages 38 and 39 thereof. The text under such heading is
incorporated herein by reference.

Alcan 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 Report or to reflect the
occurrence of unanticipated events.

Alcan files annual, quarterly and special reports and other
information with the SEC.  Any document so filed can be viewed at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Alcan's SEC filings are also available to the public
over the Internet at the SEC's web site at http://www.sec.gov or through Alcan's website at
http://www.alcan.com

2

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ITEMS 1 AND 2 BUSINESS AND PROPERTIES

Alcan is the parent company of an international group involved
in many aspects of the aluminum and packaging industries. Through Subsidiaries,
Joint Ventures and Related Companies around the world, the activities of Alcan
include bauxite mining, alumina refining, production of specialty chemicals,
power generation, aluminum smelting, manufacturing, recycling, packaging, as
well as related research and development.  Alcan employs approximately
48,000 people.

In the 100 years since it was established, Alcan has developed
a unique combination of competitive strengths. Alcan is a multicultural and
multilingual market-driven company reflecting the differing corporate and social
characteristics of the 38 countries in which it operates. Alcan is one of the
most international aluminum and packaging companies and is the foremost global
producer and marketer of rolled aluminum products.

1.          OVERVIEW OF OPERATING SEGMENTS

In November 2001, the Company announced the realignment of its
operating management structure from four to six Business Groups, each
responsible for the value creation of the different business units of which they
are comprised. The new operating management structure became effective 1 January
2002.

The six operating segments are Alcan's six Business
Groups:

Bauxite, Alumina and Specialty Chemicals, headquartered
in Montreal, Canada comprising Alcan's worldwide activities related to bauxite
mining, alumina refining and the production of specialty chemicals, operating
seven bauxite mines and deposits in five countries and five alumina plants in
three countries;

Primary Metal, also headquartered in Montreal,
comprising smelting operations, power generation and production of primary
value-added ingot in the form of sheet ingot, extrusion billet, rod and foundry
ingot, as well as engineering services and trading operations for alumina and
aluminum, operating or having interests in 16 smelters in seven countries;

Rolled Products Americas and Asia, headquartered in
Cleveland, U.S.A. encompassing aluminum sheet and light gauge products,
operating 16 plants in six countries;

Rolled Products Europe, headquartered in Zurich,
Switzerland comprising aluminum sheet, including automotive, can and
lithographic sheet, plate and foil stock operating 11 plants in four countries;

Engineered Products, also headquartered in Zurich,
producing fabricated aluminum products, including wire and cable, components for
the mass transportation, automotive, building, display, electromechanical and
other industrial markets, as well as sales and service centres throughout
Europe, operating 47 plants in 17 countries; and

Packaging, also headquartered in Zurich, consisting of
Alcan's worldwide food flexible, foil, specialty, pharmaceutical and cosmetics
packaging businesses, operating 76 plants in 14 countries.

Alcan's corporate head office, located in Montreal, focuses on
strategy development, while overseeing governance, policy, legal, compliance,
human resources and finance matters.

3

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Following the Combination and up to 31 December 2001, the four
operating segments were:

Primary Metal, focusing on bauxite, alumina and specialty
chemicals operations, the primary aluminum smelting facilities, power generation
and the trading operations for alumina and aluminum.

Aluminum Fabrication, Americas and Asia, comprising the
fabrication of aluminum sheet and light gauge rolled products as well as rod,
cable and wire.

Aluminum Fabrication, Europe, comprising the European
fabrication of rolled and engineered products.

Packaging, comprising Alcan's food flexible, foil, specialty,
pharmaceutical, tobacco and cosmetics packaging businesses.

See Annual Report, pages 75 to 77, Note 28 to the Consolidated
Financial Statements for selected information by operating
segment.

Information is included
for the current or an earlier period under the new basis consisting of six
segments.  Certain prior year
amounts have been reclassified to conform with the 2002 presentation.

2.         
HISTORY /
RECENT DEVELOPMENTS

Alcan is a limited liability Canadian company, incorporated on
3 June 1902, with its headquarters and registered office in Montreal, Canada. It
was formed as a subsidiary of the Pittsburgh Reduction Company, one of the
founding companies of the aluminum industry, to establish a smelter and
hydroelectric power facility in Shawinigan, Quebec. In 1928, the international
operations and domestic U.S. operations were separated into two competing
companies that became Alcan and Alcoa Inc., respectively. During the Second
World War substantial expansion of hydroelectric and smelting capacity took
place in Quebec to supply aluminum for the war effort. In the 1950s, Alcan added
hydroelectric and smelting capacity in British Columbia. During the postwar
period, Alcan expanded internationally and invested in fabricating activities to
stimulate demand for its primary metal production.

In 2000, Alcan entered into a combination agreement with
Algroup which consisted of an independent exchange offer of Alcan's common
shares for all of the outstanding shares of Algroup.  On 17 October 2000,
after clearance from competition authorities, the Combination was completed with
Alcan acquiring over 99% of the shares of Algroup by virtue of its exchange
offer.  Alcan acquired the remaining shares in Algroup in 2001 by virtue of
statutory right and caused Algroup to de-list from the Swiss Stock
Exchange.

Today, Alcan is a multinational company engaged in all aspects
of the aluminum and packaging industries on an international scale.



In the past two years Alcan reported the following major events
related to its business and corporate governance:

Following Jacques Bougie's resignation as Chief Executive
Officer on 10 January 2001, the Board of Directors appointed W.R.C. (Bill)
Blundell as interim President and Chief Executive Officer.  Effective 12
March 2001, Travis Engen, previously chairman and chief executive officer of ITT
Industries, Inc. and a non-executive Director of the Company, was appointed as
President and Chief Executive Officer of Alcan.

4

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On 1 February 2001, Alcan announced that it had completed the
$393 million acquisition of the remaining 30% interest in the Gove alumina
refinery and related bauxite mine in Australia. On 12 February 2003, the Company
announced a definitive feasibility study, a significant step towards a potential
expansion of alumina production capacity at Gove. The proposed expansion would
increase the capacity of the refinery from 2 million tonnes per year to
3.5 million tonnes per year using proprietary Alcan technology to increase
operating efficiency.

On 1 March 2001, Alcan changed its corporate name from Alcan
Aluminium Limited to Alcan Inc. to reflect the Company's increasingly diversified
product mix and global character.

On 17 April 2001, the Company announced the retirement of
Suresh Thadhani, Executive Vice President and Chief Financial Officer.
Subsequently, on 28 June 2001, the Company announced the appointment of Geoffery
E. Merszei to the position of Executive Vice President and Chief Financial
Officer. Prior thereto, Mr. Merszei had been vice president and treasurer of The
Dow Chemical Company.

On 27 April 2001, Alcan, in response to the conditions imposed
by the European Commission in respect of the Combination, announced the sale of
the Martinswerk, Germany, plant to Albermarle Corporation of Richmond, Virginia,
U.S.A.  As well, on 30 May 2001, the Palco foil container plant, located in
Madrid, Spain, was sold to Aliberico S.A. of Spain and 12 presses for smooth
wall containers in Ohle, Germany were sold to Alupak AG of Switzerland. On 18
June 2001, the Company announced the sale of its lithographic sheet production
plant, Star Litho, located in the U.K. to Elval Hellenic Aluminium Industry S.A.
of Greece.

On 31 May 2001, the Company completed the sale of its bauxite
and alumina operations in Jamaica to Glencore AG, a privately held company based
in Switzerland. These assets comprise two alumina refineries and related bauxite
reserves and mine sites.

In October 2001, in light of increased competitive pressures
and market outlook, the Company announced a restructuring program that would
result in a series of plant sales, closures and divestments as well as a
reduction of approximately 6% of the workforce. As part of this, changes were
effected to the rolled products businesses in the U.K. and Italy as well as to
the aluminum foil activities in the U.K. and Switzerland.

On 20 November 2001, the Company announced the establishment of
the Office of the President  and a realigned operating management structure
comprised of six business groups and four corporate functions.  The Office
of the President, which is based at the Company's Corporate Head Office in
Montreal, includes Travis Engen, President and Chief Executive Officer and
Executive Vice Presidents Richard B. Evans and Brian W. Sturgell. It was
intended that the new organizational and management structure effective 1
January 2002 will substantially raise Alcan's performance, move the Company
closer to its markets and improve its responsiveness.

In February 2002, Alcan announced that it had concluded an
agreement with the Société générale de financement du Québec (SGF) to purchase for
approximately $165 million a 20% interest in the Aluminerie Alouette consortium,
which operates a 243,000 tonne aluminum smelter in Sept-Iles, Quebec, Canada.
The transaction was completed on 24 April 2002.

On 21 March 2002, the Board announced the appointment of Mr. L.
Yves Fortier as a Director.  He was subsequently elected as a Director at
the Annual Meeting of Shareholders on 25 April 2002, and  became Chairman
of the Board.  Mr. Fortier is chairman and a senior partner of the law firm
Ogilvy Renault in Montreal. Also at the Annual Meeting on 25 April 2002, Mr.
Roland Berger was elected as a Director. Mr. Berger is chairman and global
managing partner of Munich-based Roland Berger Strategy Consultants.

5

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On 22 March 2002, the Company received a demand for payment in
the amount of $100 million from Powerex Corp. (a subsidiary of BC Hydro)
("Powerex") (see section entitled "Legal Proceedings" on page 25 of this
report.)  On 17 January 2003, the Company received a decision following
arbitration hearings held in December 2002 on a contractual dispute between Powerex and Alcan. The arbitrator confirmed Powerex's claim for $100
million.  A standstill agreement currently is in effect whereby Alcan and
Powerex have agreed that no action will be taken to set aside or enforce the
arbitrator's decision pending discussions between the parties.

On 6 June 2002, Alcan announced an agreement in principle to
form a joint venture with Qingtongxia Aluminum Company (QTX), for participation
in its smelter. The proposed joint venture is an opportunity for Alcan to
acquire a 50% ownership position in the 130,000 tonne aluminum smelter located
in the Ningxia Autonomous Region, China. In addition, Alcan has an option to
secure a 50% interest in the planned and approved 150,000 tonnes expansion of
this smelter.

On 6 September 2002, the Company announced a public offering in
the U.S. of $500 million 47/8% global notes, due
15 September 2012. Net proceeds to the Company from the sale of the notes were
used to repay existing long-term debt and commercial paper borrowings.

On 17 September 2002, the Company announced that it had
completed the $165 million acquisition of Corus Group plc's 20% interest in the
Aluminerie Alouette consortium, bringing the Company's participation to
40%.

On 3 October 2002, the Board announced the appointment of Mr.
William R. Loomis as a Director. Mr. Loomis is a limited managing director of
Lazard Frères & Co., LLC.

On 17 October 2002, the Company announced that greenhouse gas
emissions from its Quebec facilities would be reduced by an average of
285,000 tonnes from their 1999 levels based on equivalent production capacity.
The new target was expected to be reached by the end of 2003, according to an
agreement signed with the government of the province of Quebec.

On 20 December 2002, Alcan announced that it had signed a
definitive agreement with Norsk Hydro to purchase VAW Packaging (FlexPac).
FlexPac includes 14 high-quality flexible packaging plants in eight countries
and 5,400 employees. On 24 February 2003, the European Commission gave the
Company clearance to complete its previously announced agreement to purchase FlexPac from Norsk Hydro.

On 5 March 2003, the Company announced that it had entered into
agreements to acquire Baltek Corporation, the world's leading supplier of
balsa-based structural core materials, for approximately $35 million.

On 17 March 2003, Alcan announced that Messrs. L. Denis
Desautels and Milton K. Wong would be candidates for election to the Board of
Directors at the annual meeting to be held in Montreal on 24 April 2003. 
Mr. Desautels is executive director of the University of Ottawa Centre on
Governance and was Auditor General of Canada from 1991 to 2001.  Mr. Wong
is chairman of HSBC Asset Management (Canada) Limited and Chancellor of Simon
Fraser University in British Columbia.

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3.         
BUSINESS GROUPS

1.          Bauxite, Alumina and
Specialty Chemicals

1.1        Products

1.1.1    Bauxite: Aluminum is one
of the most abundant metals in the earth's crust but is never found in its pure
form.  Bauxite is the basic aluminum-bearing ore.

1.1.2    Smelter-Grade Alumina:
Alumina (aluminum oxide) is produced from bauxite by a chemical process.
Depending upon quality, between four and five tonnes of bauxite are required to
produce approximately two tonnes of alumina.  The alumina produced is
generally used to supply the Company's own smelting requirements.

1.1.3    Specialty Chemicals: Alcan
produces a range of specialty aluminas and hydrates for different
uses, such as ceramics, refractories, water treatment chemicals, catalysts,
coagulants, flame-retardants and smoke suppressants.

1.2       Sales

The Bauxite, Alumina and Specialty Chemicals Business Group,
with third-party revenues of $435 million, made up 3% of Alcan's 2002
revenues.  Average realized prices for alumina decreased both in 2002 and
2001 in line with LME prices.  The Company continues to attempt to lower
its costs in the face of ongoing pricing pressure.  Production costs
improved by 6% in 2002, due to divestment of high-cost operations, lower raw
material prices and ongoing cost reduction efforts. A decrease in production
volumes and lower alumina prices, only partially offset by improved production
costs, contributed to lower earnings in 2002.

In 2002, Alcan used 10.3 million tonnes of bauxite and had
revenues of $99 million in third party bauxite sales.  Alcan produced 4.1
million tonnes of smelter-grade alumina, of which some 3.4 million tonnes were transferred to its current smelting operations at market prices. The
remainder was sold to third parties. It also produced approximately 200,000 tonnes of chemical-grade alumina, which was sold to third parties in the form of
various alumina chemicals.

1.3       Production / Facilities

1.3.1    Canada: Alcan owns
an alumina facility at Jonquière, Quebec.  Bauxite for this operation is
obtained from Brazil, Guinea, Ghana and Australia (see below).  Alumina and
alumina-based chemicals produced at Jonquière supply, in part, the smelters in
Quebec and are also sold in chemical markets in the U.S.A. and Canada.

1.3.2Australia: As a result of
the Combination and subsequent acquisitions (see section titled "History /
Recent Developments" above), Alcan acquired the entire 100% interest in the Gove
bauxite mine and refinery plant in Northern Australia.  In 2002, the amount
of bauxite mined at Gove was 6.1 million tonnes and the refinery produced 1.9
million tonnes of smelter-grade alumina.  Alcan has a 21.4% interest in
Queensland Alumina Ltd., which operates an alumina plant at Gladstone
(Queensland). Each participant in that plant supplies bauxite for toll
conversion. Alcan's bauxite is purchased from Comalco Limited ("Comalco") in
Australia under a long-term contract. Alcan's share of production from Gladstone
is used to supply the Alcan smelter at Kitimat, British Columbia, with the
balance being sold to third parties.  Alcan and Comalco have an agreement
providing for the future development of Alcan's Ely bauxite mine in Cape York,
Queensland, Australia, with Comalco's adjacent operations.

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1.3.3    Brazil:Alcan
purchased approximately 1.2 million tonnes of bauxite in 2002 from a 12.5% owned
company, Mineração Rio do Norte S.A. ("MRN"). MRN's Trombetas mine in the Amazon
region has an operating capacity of about 16.3 million tonnes per year,
following an expansion realized in the course of 2002. Bauxite purchased from
MRN is processed at the Jonquière plant (see above) and at the Alumar alumina
refinery in São Luis, Brazil, which has an annual capacity of about 1.3 million tonnes; Alcan owns a 10% interest in the Alumar refinery. Alcan also owns
alumina facilities (and related bauxite mining facilities) with a capacity of
about 135,000 tonnes of alumina per year at Ouro Preto, which supply smelters in
Brazil.

1.3.4    Ghana: Alcan
purchased about 700,000 tonnes of bauxite in 2002 from Ghana Bauxite Co. Ltd. in
which it holds an interest of 80%. The bauxite purchased was used for processing
at the Burntisland plant, which closed on November 2002 (see below), the
Jonquière plant (see above) and is also sold to third parties.

1.3.5    Guinea:Alcan
purchased about 4 million tonnes of bauxite in 2002 under contracts in effect
through 2011 from Compagnie des Bauxites de Guinée S.A. ("CBG"). Alcan has a 33%
interest in Halco (Mining) Inc.; Halco holds a 51% interest in CBG, the
remaining 49% being held by the Republic of Guinea. CBG's mine in the Boké region
of Guinea has an operating capacity of about 12.7 million tonnes per year. Bauxite
purchased from CBG is processed at the Jonquière plant (see above) and is also
sold to third parties.

1.3.6    India: Alcan holds
a 35% interest in the proposed Utkal bauxite and alumina project in Orissa,
India. The planned project would include a one million tonne integrated alumina
plant and bauxite mine, with potential to further expand production
capacity.

1.3.7    United Kingdom:Alcan operated an alumina plant in Burntisland, Scotland, which had an
annual capacity of approximately 100,000 tonnes of specialty alumina and other
chemicals for sale to the chemical market.  This plant was closed on 30
November 2002.

With respect to smelter-grade alumina and specialty alumina,
Alcan operates the following production facilities:



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Alumina capacities -
      As at 31 December 2002Locations†
    
    % ofownershipby
      Alcan
    Annual Capacity 
      (thousands of  
      tonnes)Smelter - grade aluminaAustralia.......................
    Gladstone
    21.4
    800
    *(Queensland)Gove
    100
    1,900(Northern Territories)Brazil............................
    Ouro Preto
    100
    135(Saramenha, Minas Gerais)Alumar
    10
    130
    *(São Luís)Canada.........................
    Vaudreuil
    100
    1,140(Jonquière, Quebec)Total smelter-grade alumina
    
    4,105Specialty chemical aluminas and
    hydratesBrazil............................
    Ouro Preto
    100
    10(Saramenha, Minas Gerais)Canada.........................
    Vaudreuil
    100
    160(Jonquière, Quebec)Total specialty chemical aluminas and
      hydrates
    
    170Total
    
    
    4,275


†    Includes Joint Ventures, proportionately
consolidated.*   This represents
Alcan's share of total plant capacity.

1.4       Source Materials

1.4.1    Bauxite: Alcan obtains
its bauxite from mining Subsidiaries, Joint Ventures, consortium companies and
third-party suppliers.  In 2002, the Company consumed 10.3 million tonnes of
bauxite. Alcan has more than sufficient bauxite reserves to meet its needs over
the next 30 years and, based on bauxite deposits in numerous locations around
the world, does not believe that availability of bauxite will constrain its
operations in the foreseeable future.

Bauxite Interests -
      As at 31 December 2002Locations
    
    % of Ownershipby
      Alcan
    Annual Capacity (thousands of
      
      tonnes)Australia.........................
    Gove
    100
    6,000Ely
    100
    0
    *Brazil..............................
    Mineração Rio do Norte S.A.
    12.5
    2,000
    **Ouro Preto
    100
    500Ghana............................
    Ghana Bauxite Co. Ltd.
    80
    700
    **Guinea............................
    Compagnie des Bauxites de Guinée S.A.
    16.8
    2,100
    **India................................
    Utkal
    35
    0
    *Total
    
    
    11,300


*      Bauxite deposits not yet in
operation.**    This represents Alcan's share of total plant
capacity.

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1.4.2        Chemicals
and Other Materials: Certain chemicals and other materials
required for the production of alumina, such as caustic soda, fuel oil,
fluorspar and petroleum coke, are purchased from third parties.

2.         Primary
Metal

2.1       Products / Business Units

The Primary Metal Business Group represents all Alcan primary
aluminum facilities, power generation installations and trading operations
worldwide.

2.1.1    Power Operations:The smelting of one tonne of aluminum requires between 13.5 and 18.5
megawatt-hours of electric energy to separate the aluminum from the oxygen in
alumina. Alcan produces low-cost electricity at its own hydroelectric generating
plants in Canada, Brazil and the U.K.

2.1.2    Smelter Operations:
Primary aluminum is produced through the electrolytic reduction of alumina.
Approximately two tonnes of alumina yield one tonne of metal.  Alcan
operates and has interests in 16 smelters in seven countries.  Products
include sheet ingot, extrusion billet, wire bar and foundry ingot for conversion
into fabricated products for end-use markets in consumer goods, transportation,
construction and other industrial applications.

2.1.3   Trading: Alcan Trading
AG, a wholly-owned subsidiary of Alcan, trades on behalf of Alcan's aluminum and
downstream Subsidiaries. It also engages in limited aluminum and related trading
activities for third parties. In 2002, sales volumes for aluminum trading
activities for third parties amounted to approximately 398,000 tonnes. 
Trading services include four main activities: sales of excess raw materials
such as alumina and anodes, purchases of metal and other raw materials to cover
requirements that exceed internal supplies, managing risk exposures through LME
transactions and managing the supply logistics between smelters and fabricating
plants. The Company's third party trading function has a focus on metal
transactions.

2.1.4    Engineering: Alcan Alesa
Engineering AG ("Alesa") provides engineering services and custom-made
engineering solutions on a global basis to Alcan Subsidiaries as well as to
third parties. Alesa subsidiaries maintain engineering offices in Switzerland,
Canada and Australia. The main areas of activity are:

-
      Raw Materials Technologies, including carbon and reduction technology, alumina
refining, anode production and smelter technology;-
      Materials Handling Technologies, including shiploaders and unloaders, silo
systems, airlifts and air gravity conveyors, dense phase conveying systems, flyash handling and special applications; and-
      Process Automation, including electrolytic cell control systems and general
purpose automation.


The Australian office also provides technical services to the
Gove alumina refinery on an ongoing basis.

10

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2.2       Sales

The Primary Metal Business Group, with third-party revenues of
$2.4 billion, made up 20% of Alcan's 2002 revenues. Earnings increased compared to 2001, as the Company's additional sales volumes, lower
operating costs and benefits from merger synergies and the restructuring program
more than offset a 6% reduction in LME prices and the unfavourable effects of
foreign currency balance sheet translation.

The Company is the second largest aluminum producer in the
Western World.  62% of its primary metal is produced using company-owned
power, constituting a major competitive advantage.  With its focus on
continuous improvement in technology and cost, Alcan has a favourable low-cost
primary metal position with more than 50% of its capacity in the world's lowest
cost tier.

Approximately half of the primary aluminum produced in Alcan's
North and South American smelters is sold at market prices to Alcan's
fabricating facilities, primarily in the form of sheet ingot, extrusion billet,
rod or molten metal.  The remainder is sold to third party customers,
primarily in North America and Asia, in the form of value-added ingot, primarily
extrusion billet, sheet ingot or foundry ingot and remelt ingot, with North
American sales focused on both customized extrusion billet and foundry ingot. In
2002, the Business Group sold 1.188 million tonnes of primary aluminum to third
parties.

Although Alcan's fabrication of aluminum products in Europe
exceeds its production of primary aluminum, the duty barrier for aluminum from
outside the European Union, including Canada, and high logistics costs have made
it uneconomical to ship significant tonnages of metal to Europe. Alcan's
European smelter production is mainly consumed by Alcan's fabricating
facilities. Alcan covers the remainder of its metal requirements in Europe with
purchases of aluminum.

Alcan's average ingot product realizations were $1,507 per tonne
in 2002 compared to $1,581 per tonne in 2001 and  $1,667 per tonne in
2000.

2.3       Production / Facilities

2.3.1    Smelting:  Alcan operates
and has interests in 16 primary aluminum smelters with a nominal rated annual
capacity of 2.365 million tonnes. Eight of these smelters, having a total
nominal rated capacity of 1.578 million tonnes, are located in Canada; the other
smelters are located in Brazil, Iceland, Norway, Switzerland, the U.K. and the
U.S.  During 2002, Alcan's smelters produced 2,237,800 tonnes of primary
aluminum: 1,457,000 tonnes in Canada, 193,200 tonnes in the U.S., 205,000 tonnes
in the U.K., 102,000 in Brazil, 173,500 tonnes in Iceland, 66,900 tonnes in
Norway and 40,200 tonnes in Switzerland.

For many years, Alcan has been engaged in smelter modernization
and rebuilding programs to retrofit or replace some of its older facilities. It
intends to continue these programs with a view to increasing productivity,
improving working conditions and minimizing the impact of its operations on the
environment. One of these steps was the acquisition of 40% of Aluminerie
Alouette, which operates a modern aluminum smelter in Sept-Iles, Quebec, Canada.
Alouette and Alma, Alcan's newest smelter, use the same smelting technology and
present opportunities for value-creating synergies within Alcan's Quebec smelter
system. Alouette is currently embarking on a cost-effective brownfield expansion
to reach a capacity of 550,000 tonnes by 2005 as a result of being awarded a
long-term supply of power from the provincial power authority. (See section
2.4.1)



11

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Smelter capacities -
      As at 31 December 2002Locations
    
    % ofOwnershipby
      Alcan
    AnnualCapacity(thousands
      oftonnes)Canada.........................
    Alma
    100
    400(Quebec)Alouette
    40
    97
    *(Sept-Iles, Quebec)Arvida
    100
    248(Jonquière, Quebec)Grande-Baie
    100
    196(La Baie, Quebec)Laterrière
    100
    219(Chicoutimi, Quebec)Shawinigan
    100
    91(Quebec)Beauharnois
    100
    50(Melocheville, Quebec)Kitimat
    100
    277(British Columbia)Total in Canada
    
    
    1,578Brazil.............................
    Ouro Preto
    100
    51(Saramenha, Minas Gerais)Aratu
    100
    58(Bahia)Iceland..........................
    ISAL
    100
    172(Reykjavik)Norway.........................
    SOERAL
    50
    66
    *(Husnes)Switzerland....................
    Steg
    100
    40(Valais)United Kingdom............
    Lynemouth
    100
    164(Northumberland, England)Lochaber
    100
    40(Inverness-shire, Scotland)United States................
    Sebree
    100
    196(Kentucky)Total outside Canada
    
    
    787Total
    
    
    2,365


*  This represents Alcan's share of total plant capacity.

2.3.2    Other Aluminum
Sources: Other sources of aluminum include the following:
purchases of primary aluminum under contracts and spot purchases, purchases of
UBCs and aluminum scrap for recycling and purchases of customer scrap returned
against ingot or semi-fabricated product sales contracts. Alcan purchased in 2002 of
aluminum of all types from all sources amounted to 1.804 million tonnes,
compared with 1.822 million tonnes in 2001 and 1.67 million tonnes in 2000. Such
purchases are mainly from third party smelters, traders and from the scrap from
customers and dealers.

Alcan operates extensive recycling operations (see sections
3.4.2 and 4.4.2 below).

12

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2.4       Source Materials

2.4.1    Electrical Power: In
Canada, Alcan's plants have an installed generating capacity of 3,583 megawatts,
of which about 2,759 megawatts may be considered to be hydraulically available
over the long term. These facilities supply electricity to Alcan's Canadian
smelters.  All water rights pertaining to Alcan's hydroelectric
installations are owned in perpetuity by Alcan, except for those relating to the
Peribonka River in Quebec. An annual charge is payable to the Quebec provincial
government based on total energy generation, escalating at the same rate as the
Consumer Price Index in Canada. In 1984, Alcan and the Quebec provincial
government signed a lease extending the Company's water rights relating to the
Peribonka River to 31 December 2033, with an option to extend the term to 2058,
against an annual payment based on sales realizations of aluminum ingot. In
British Columbia, water rentals for electricity used in smelting and related
purposes are directly tied to the sales realizations of aluminum produced at
Kitimat. For electricity sold to third parties within that province, Alcan pays
provincial water rentals at rates which are fixed by the British Columbia
provincial government, similar to those paid by BC Hydro, the provincially-owned
electric utility.

One third of Alcan's installed hydroelectric capacity in Canada
was constructed prior to the end of 1943, another third by the end of 1956 and
the remainder by the end of 1968. All these facilities are regularly maintained
and are expected to remain fully operational over the foreseeable future.

In addition to electricity generated at its own plants, as
described above, Alcan agreed to purchase, under a long-term agreement, between
one billion and three billion kilowatt-hours of electrical energy annually from
Hydro-Quebec, the provincially-owned electric utility, beginning in 2001.  On 26 February 2002, the provincial power
authority announced that Aluminerie Alouette was the successful bidder for a
block of 500 megawatts of power to support the proposed expansion of the
Sept-Iles smelter.  A 25-year power purchase agreement was entered into
with Hydro-Quebec on 27 September 2002 for the supply of this power with
delivery starting in 2005.

Any electricity that is surplus to Alcan's needs is sold to
neighbouring utilities or customers under both long-term and short-term
arrangements.

For smelters located outside of Canada, electricity is obtained
from a variety of sources. The smelters in England and Scotland operate their
own coal-fired and hydroelectric generating plants, respectively.  The
smelters in Brazil obtain about 25% of their electricity requirements from owned
hydroelectric generating plants and purchase the balance. The smelter in the
U.S. purchases electricity under a long-term contract through 2011 as well as a
short-term contract. The smelter in Iceland is supplied with hydroelectric power
from Iceland's national power company. The Norwegian smelter has a number of
contracts for energy supply. The smelter in Switzerland is supplied with power
from Lonza Energie AG  (the former Algroup energy division).

13

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Electrical power capacities - As at 31 December
      2002% of
    InstalledOwnership
    CapacityLocations
    
    by Alcan
    ( MW)Canada.........................
    Isle Maligne
    100
    402(Quebec)Chute à Caron
    100
    224(Quebec)Shipshaw
    100
    896(Quebec)Chute du Diable
    100
    205(Quebec)Chute à la Savane
    100
    210(Quebec)Chute des Passes
    100
    750(Quebec)Kemano
    100
    896(British Columbia)Total in Canada
    
    
    3,583Brazil.............................
    Ouro Preto Power Stations
    100
    32England.........................
    Lynemouth Power Station*
    100
    420Norway.........................
    Vigelands
    50
    20
    **Scotland........................
    Highlands Power stations
    100
    80Total outside Canada
    
    
    552Total
    
    
    4,135


*      Coal-fired
**    This represents Alcan's share of total plant
capacity.

2.4.2    Anodes: Anodes are used and consumed in
the smelting process.  Most of Alcan's smelters produce their anodes at
their own on-site facilities.  Anodes are also produced in a stand-alone
facility in the Netherlands ("Aluchemie"). Alcan holds 66% of Aluchemie directly
while SOERAL, its 50% joint venture, owns a further 13%. The remainder of the
shares is held by Hydro Aluminium A.S.

Each of the shareholders of Aluchemie is entitled to a volume of anodes
corresponding to their shareholding at prices determined by formula. Alcan's
share of anodes produced by Aluchemie is currently used at the ISAL and SOERAL
smelters or sold to third-party customers.

The main raw materials for anode production are calcined petroleum coke and
pitch. The production process involves the mixing of the raw materials followed
by cold shaping of the anode and baking of the anode at elevated
temperature.

2.4.3    Chemicals and Other Materials:
Certain chemicals and other materials, e.g., aluminum fluoride, required for the
production of aluminum at Alcan's smelters, are also produced by its chemical
operations. Other materials, e.g., caustic soda, fuel oil, fluorspar and
petroleum coke, are purchased from third parties.

14

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3.         Rolled Products
Americas and Asia

3.1       Products

Through an extensive network of 16 rolled products facilities in North and
South America and Asia, the Rolled Products Americas and Asia Business Group
manufactures aluminum sheet and light gauge products, including can stock,
automotive sheet and industrial products.  In addition, the Business Group
manages Alcan's global can sheet business.

3.2       Sales

In 2002, the Rolled Products Americas and Asia Business Group shipped 1.613
million tonnes of rolled products that included 229,000 tonnes of customer-owned
metal. The Business Group's third-party revenues for 2002 were $3.3 billion,
representing 27% of Alcan's total revenues for the year.

Sales increases in 2002 were driven by higher volumes despite lower average
realized prices.  In 2002, record shipments in North America and Asia were
made despite difficult economic and market conditions.  Volumes increased
by 4% in North America and 23% in Asia, offsetting market declines in South
America caused largely by currency volatility.

Principal markets are beverage can sheet, containers and packaging,
transportation (including automotive), building products, and other industrial
applications.

3.3       Production / Facilities

At the end of 2002, Alcan's annual rolled products manufacturing capacity
was:

a)   North America, 1.25 million tonnes, divided among Saguenay (Quebec), Kingston (Ontario), Logan (Kentucky),
Oswego (New York), Terre-Haute (Indiana), Fairmont (West Virginia), Louisville
(Kentucky), Warren (Ohio);

b)   Asia, 475,000 tonnes, divided
among Yeongju (Korea), Ulsan (Korea), Bukit Raja (Malaysia), Rangsit
(Thailand); and

c)    South America, 280,000 tonnes,
divided among Pindamonhangaba (Brazil), Utinga (Brazil).

At the partially-owned Logan plant, Alcan's capacity varies by production
centre. Alcan's ownership of: a) the Yeongju and Ulsan plants correspond to its
shareholding in Alcan Taihan Aluminum Ltd. (''ATA'') (68%); b) the Bakit Raja
plant corresponds to its shareholding in Aluminium Company of Malaysia Berhad
(36%); and c) the Rangsit plant corresponds to its shareholding in Alcan Nikkei
Siam Ltd. (60%).

3.4       Source Materials

3.4.1    Sheet Ingot: In 2002, 319,000 tonnes of
sheet ingot were purchased from the Primary Metal Business Group and
100,000 tonnes were purchased from third party suppliers for the North America
Rolled Products Business Unit. In Brazil, 43,000 tonnes of sheet ingot were
purchased from the Primary Metal Business Group.  There were no purchases
of sheet ingot from third party suppliers for Brazil.  For operations in
Korea, 46,000 tonnes were purchased from the Primary Metal Business Group and
59,000 tonnes from third party suppliers.



15

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3.4.2   Recycling: As a
matter of course, Alcan operates facilities in many plants to recycle aluminum
scrap generated internally by fabricating activities. Recycled metal is
primarily utilized by Alcan's own rolling facilities to produce can sheet.

Alcan also has a dedicated UBC recycling plant, which has an ultimate
capacity of 80,000 tonnes per year, at Pindamonhangaba, Brazil.  In Korea,
a recycling operation was started during March 2002 with an annual capacity of
22,000 tonnes.  In addition, Alcan operates three specialized recycling
plants in the U.S. for the recycling of UBCs and process scrap returned from
customers.  In the case of UBCs, Alcan has a well-established North
American recycling network.  In 2002, Alcan's U.S. plants processed more
than 24 billion UBCs.

Recycling plant capacities - 
        As at 31 December 2002Locations
    % of
      Ownership
      by Alcan
    Annual
      Capacity
      (thousands of 
 tonnes)Sheet ingot from UBCs 
      and customer process
    scrapBrazil....................................................................
    Pinda
    100
    80(Pindamonhangaba, Sao Paulo)Korea...................................................................
    ATA
    68
    22(Ulsan)United
      States.......................................................
    Berea
    100  }(Kentucky)Greensboro
    100  }
    550(Georgia)Oswego
    100  }(New York)Total
    
    
    652


4.        Rolled Products
Europe

4.1       Products

The Rolled Products Europe Business Group supplies markets with a variety of
aluminum rolled products including bare and coated sheet, coil, plate and shate
which are used by customers for applications such as building, transport, cans
and closures, lithographic, foils, automotive and industrial applications.

4.2       Sales

In 2002, Rolled Products Europe Business Group shipped 836,000 tonnes of
rolled products to third parties, that included 162,000 tonnes of customer-owned
metal. The Business Group's sales and operating revenues for 2002 were $1.8
billion, representing 15% of total Alcan revenues for the year.

Although most end-user markets remained weak all year, higher realized prices
and a 10% increase in shipments resulted in increased sales in 2002. Rolled
Products Europe's realized prices improved as a result of portfolio changes
towards higher value-added products in more economically attractive
markets.  Increased volumes, at a sustained higher-value mix, as well as
benefits from merger synergy and restructuring programs resulted in higher
earnings. In addition, the strengthening of the Euro and Swiss franc against the
U.S. dollar also contributed to earnings in 2002.



16

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Principal markets are beverage can sheet, packaging, automotive and
transportation, building products, lithographic sheet, electrical and other
industrial applications.

Alcan continues to work with DaimlerChrysler, Ford (including Jaguar),
General Motors, Audi, BMW, and other automakers in Europe to develop lighter,
more efficient vehicles.

4.3             
Production / Facilities

At the end of 2002, Alcan's annual rolled products manufacturing capacity in
Europe was 1.25 million tonnes of finished goods, divided among the following
rolling plants: Rogerstone and Falkirk (U.K.), Norf, Nachterstedt, Göttingen and
Singen (Germany), Sierre (Switzerland), Bresso and Pieve Emanuele (Italy).

Norf, in Neuss, Germany is the world's largest rolling plant and is operated
as a 50% joint venture with Hydro Aluminum A.S.  The other plants are
wholly owned by Alcan.

4.4       Source Materials

4.4.1    Sheet Ingot: In 2002, 369,000 tonnes of
sheet ingot were purchased from the Primary Metal Business Group and 289,000 tonnes were purchased from third party suppliers.

4.4.2    Recycling: Alcan operates a UBC
collection system in the U.K., which feeds into a specialized recycling plant
for the recycling of UBCs and process scrap returned from customers, with a
capacity of 83,000 tonnes per year.

Alcan plays leading roles in joint industry programs to promote aluminum
collection and recycling in many of the countries where it operates. Alcan
operates facilities in many plants to recycle aluminum scrap generated
internally by fabricating activities.  It operates a facility in the U.K.
for the production of 65,000 tonnes per year of sheet ingot from aluminum scrap,
and a secondary aluminum smelter in Borgofranco, Italy, which has a capacity of
70,000 tonnes per year for the production of secondary aluminum from aluminum
scrap.

Recycled metal is primarily utilized by Alcan's own rolling facilities to
produce can sheet.

Recycling plant capacities - 
      As at 31 December 2002% of
    AnnualOwnership
    CapacityLocations
    
    by Alcan
    (thousands of 
    
      tonnes)Foundry alloys and remelt scrap ingot
         
      Italy..........................................
    Borgofranco di Ivrea
    100
    70(Piemonte region)Sheet ingot from UBC & can scrap
          United Kingdom......................
    Warrington
    100
    83(England)Sheet ingot from miscellaneous scrap
          United Kingdom......................
    Warrington
    100
    65(England)Total
    
    
    218




17

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5.         Engineered
Products

5.1       Products / Business Units

Alcan's Engineered Products Business Group produces engineered or fabricated
aluminum products. These include cable, wire and rod as well as fabricated and
cast products for the automotive, mass transportation, electromechanical and
industrial markets. In addition, the group manufactures composites for facade,
display and transportation end uses.

The Business Group's product range is divided according to its following
business units:

5.1.1        Composites:
Products include: aluminum plastic composites, comprising an outer and inner
skin of aluminum sheet surrounding a plastic core; foam plastic materials,
covered, if required by specific market requirements, with paper or plastic
layers; and fibre-reinforced plastic components, mainly for transportation
applications. The main applications for these products are ventilated facades
for which composites have a number of advantages over more traditional materials
because of their low weight-to-stiffness ratio, ease of application and design
variety. In addition to facade applications, composites are now commonly used in
display and transportation markets.

5.1.2        Cable: Aluminum
is cast and rolled into rod, which is then drawn into wire and stranded into
cable for the transmission and distribution of electricity. Rod is also used for
mechanical applications such as screen wire and cable armouring.

5.1.3        Extruded
Products:The extrusion process involves forcing hot metal
through a die to create profiled shapes for the machine and building
industries.  Examples of end-products using extrusions include rail cars,
buses and automotive components.

5.1.4        Automotive and
Transportation: This group includes the Mass Transportation unit, which
supplies product and design services to rail and bus manufacturers, as well as
the Engineered Shaped Products and Structures and Design businesses that offer
products such as structures, including crash systems, and high quality castings
to automotive customers. In addition, the airfreight container business is
located in Singen, Germany.

5.1.5        Service
Centres: Service centres are located in many European countries. They
typically offer various forms of fabricated aluminum including plates,
extrusions and composite panels and perform value-added services for local
customers such as cutting, shaping, machining and assembling.

5.2            Sales

In 2002, Alcan third-party revenues from the Engineered Products Business
Group were $1.6 billion, representing 13% of total Alcan revenues for the year.
Earnings were slightly below 2001 due to the difficult business conditions in
light of the strengthening Euro, particularly in extrusions and distribution
markets in Europe.

5.2.1        Composites:
Composites activities had third-party revenues of $309 million in 2002. The
market segments for the Composite products are display, architecture,
transportation and industry.

5.2.2        Cable: Cable
activities had third-party revenues of $457 million in 2002. Alcan cable
has the largest aluminum cable position in North America. Alcan Cable supplies
many sectors of the electrical industry and investor-owned utilities, electrical
distributors and original equipment manufacturers.

18

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5.2.3        Extruded
Products: Extrusions activities had third-party revenues of
$356 million in 2002. The Extruded Products business unit is a leading
supplier of large and hard alloy extrusions with customers in rail, bus, marine,
automotive and in engineering applications.

5.2.4       Automotive and
Transportation:This business unit achieved record sales in 2002.
Automotive and transportation activities had third-party revenues of
$301 million in 2002. This trend reflects the continuing growth in
public-sector projects, mainly involving new high-speed trains, metro trams and
light-rail systems.  Alcan's portfolio of aluminum alloys, design
innovation and processing capabilities has made it a long-standing supplier with
major automobile manufacturers world-wide including: Audi, BMW, DaimlerChrysler,
Ford (including Jaguar), General Motors, Peugeot, Porsche, Renault, and
Volkswagen. The automotive activities from this unit as well as from Rolled
Products Europe, Rolled Products Americas and Asia and Primary Metal Business
Groups are marketed to the global automotive industry using the Alcan Automotive
brand.

5.2.5      Service
Centres: Alcan Service Centres supply mainly small and mid-sized
industrial companies with specialist services largely utilising Alcan's
specialist fabricated products including plate, composite and extrusions. The
extensive Service Centre network offers a customised processing service
depending on the clients' needs.  This business unit had third-party revenues of $222
million in 2002.

5.3          Production / Facilities

Alcan's Engineered Products Business Group consists of 47 production
facilities around the world.

5.3.1    Composites:Composites has the
following ten plants: Shanghai (China), Camacari (Brazil), Osnabrueck and Singen
(Germany), Sins, Gunzen and Altenrhein (Switzerland), Chelmsford (U.K.), and
Benton and Richmond (U.S.A.).

5.3.2    Cable: Alcan's main wire and
cable businesses are located in Canada and the U.S.: Jonquière and Shawinigan
(Quebec), Bay St. Louis (Mississippi), Roseburg (Oregon), Sedalia (Missouri),
and Williamsport (Pennsylvania).

5.3.3Extruded Products: Alcan produces
extruded products at the following plants: Decin (Czech Republic), St. Florentin
(France), Singen (Germany), Pieve (Italy), Sierre (Switzerland), and Shenzen
(China), which is part of Rolled Products Americas and Asia Business Group.

5.3.4    Automotive and Other
Transportation: Among the product lines included in this Business
Unit are:

-
    Extrusion-based safety systems and
other structural automotive components and airfreight containers are produced in Dahenfeld, Gottmadingen, Rastatt, Markt Schwaben and Singen (Germany); and-
    Diecastings are produced in Markt
Schwaben (Germany) and in Alcan-Tomos d.o.o. (Slovenia) and suspension parts and
forgings are produced in the Strojmetal joint venture (Czech Republic).


The two mass transportation facilities are located in Altenrhein and Zurich
(Switzerland).

5.3.5    Service
Centers: The Service Centre network operates across most of
Europe.  Alcan Service Centres are established in: Schwarzach and Vienna
(Austria); Brussels (Belgium); Lyon, Nantes and Ozoir-la-Ferrière (France);
Budapest (Hungary); Bologna, Florence, Padua and Treviglio (Italy); Breda
(Netherlands); Lisbon (Portugal); Ljubljana (Slovenia); Molins de Rey (Spain);
Niederglatt (Switzerland); and Walsall (U.K.).  In 2002, a new centre was
established in Budapest to serve the growing Hungarian market.

19

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5.4       Source Materials

Aluminum used to produce engineered products is purchased from other Business
Groups and from third party suppliers, which include producers and
traders.  Recycled metal is also purchased from customers and traders.

6.        
Packaging

6.1       Products / Business Units

Packaging is used to protect and present consumer goods in individual
formats. Alcan offers packaging made out of aluminum, plastics, paper,
cartonboard, glass and steel.  These products are mainly used for consumer
branded goods.

The Packaging Business Group is divided into the following business
units:

6.1.1    Food Flexibles Europe and Brazil and Food
Flexibles and Foil North America: Principal activities of these units
include the printing, coating and laminating of plastic film, aluminum foil and
paper into primary packaging materials for food manufacturers. The sector's
products are typically produced in wide reel format and then slit into narrow
reels for delivery to customers, where they are formed into sealed packages
(around the customer's product) on automated machinery. Other types of flexible
packaging manufactured by the same processes include lidding materials (e.g.,
for dairy cups) and certain types of labels (especially for carbonated soft
drinks packed in plastic bottles).

6.1.2       Containers
Europe: The principal activities include producing aluminum containers
for human and pet food products. Die stamping presses are used to form plain,
coated or laminated foil materials into shallow trays for various food markets.
Foil containers are used for many convenience and ready meal applications. Die
stamping presses are used in various food markets. Foil trays are also used for
premium pet food products. The containers are supplied to customers in either
printed or plain form.

6.1.3        Foil Rolling and
Technical Products Europe: The foil products unit uses cold rolling
mills to roll the foil to its required thickness, while retaining shape and
surface quality across the whole width of the foil. Other applications involve
laminating, coating and printing to convert the foil. Foil is used for household
and commercial packaging applications and for industrial products. One of the
largest applications for plain foil is the liquid beverage carton industry;
beverage carton materials for certain products, such as long-life milk and fruit
juices, include a layer of aluminum foil to provide the protection necessary to
preserve the product.

6.1.4      Pharmaceutical and
Cosmetics Europe and Pharmaceutical and Cosmetics Americas: Alcan
produces and sells a full range of packaging products for pharmaceutical and
cosmetic companies. Principal products include: blister lidding, strip packs,
pouches, barrier form packs, flexible tube laminates, plastic containers and
closures, glass tubing vials, folding cartons, glass ampoules, aerosols and
contract packaging services.



20

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6.1.5    Specialty Packaging: The main activity
is the manufacture of tobacco packaging. The principal products include folding
carton blanks, flexible packaging, decorated tinplate containers, cigarette
cartons, booklet covers for tobacco papers, film and foil overwraps, tobacco
pouches, and decorated tinplate containers.  Apart from its tobacco
packaging operations, the unit also has facilities focused on providing print
finishing services, steel cans mostly for petfood and food markets, as well as
high quality decorated tinplate containers for a wide range of markets.

6.2       Sales

Alcan is a global leader in the manufacture and sale of individual packages
to the producers of consumer goods supplying the food, pharmaceutical, personal
care, and tobacco markets.  Packaging sales to third parties were $2.8
billion in 2002.  The Packaging Business Group's revenues represented 22%
of Alcan's total revenues for the year.

In 2002, pricing pressures associated with customer consolidation and
over-capacity in a weakened  economic environment characterized the
packaging markets.  However, benefits from cost initiatives, largely
related to synergy and restructuring programs, compensated for the weak economic
environment resulting in comparable earnings performance relative to 2001.

6.2.1    Food Flexibles Europe and Brazil and Food
Flexibles and Foil North America:Food Flexibles Packaging,
particularly in Europe, was significantly impacted by adverse price pressure in
2002. Third-party sales revenues for 2002 were $973 million. European volumes
weakened in the early months of 2002, although North American volumes remained
strong.  Earnings were nonetheless sustained, and in the case of North
America significantly improved, both through leveraging Alcan's strong service
offering to key accounts and by successes in restructuring and other cost
initiatives.  The main markets served by the food flexibles business are
confectionery, beverages, dairy products, savoury snacks, instant dried
products, biscuits and breakfast cereal.

6.2.2     Containers
Europe: Alcan Packaging has a long-standing relationship in the market
having been a developer of the use of foil trays.  2002 third-party sales
revenues were $257 million.

6.2.3    Foil Rolling and Technical Products
Europe:Alcan sells plain and converted foil for consumer and
industrial applications.  2002 third-party sales revenues were $354
million. The foil rolling operations supply foil and related technical products
to internal and external customers.  The foil conversion business supplies
metalised paper and tobacco laminate to customers in the tobacco industry.

6.2.4    Pharmaceutical and Cosmetics Europe and
Pharmaceutical and Cosmetics Americas: The pharmaceutical and
cosmetics packaging sector accounted for third-party sales of $813 million in
2002, of which pharmaceuticals accounted for the major portion.  The 2002
sales include $88 million generated by the molded glass
operations, which were sold in the third quarter of 2002.  Alcan is a
leading supplier of pharmaceutical packaging in both Europe and North
America.

6.2.5    Specialty Packaging: Sales revenues
from third parties were $415 million in 2002. Alcan is one of the world's
largest packaging suppliers to the tobacco industry with carton, flexible, foil
and decorated containers manufactured and supplied to global customers.

6.3       Production / Facilities

Alcan has 76 main packaging plants in 14 countries.



21

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6.3.1Food Flexibles Europe and Brazil and Food
Flexibles and Foil North America: Alcan produces an extensive range of
products at its manufacturing facilities in Brazil, Canada, France, Germany,
Ireland, Italy, the Netherlands, Spain, Switzerland, the U.K. and the U.S.

6.3.2    Containers Europe: Alcan produces
container products at plants in Germany, the Netherlands and Switzerland.

6.3.3     Foil Rolling and Technical Products
Europe: Alcan's European Foil Rolling mills and other manufacturing
facilities are in Germany, Switzerland and in the U.K.  A new metallizing and
laminating plant for cigarette package inner liners in Berlin was at an advanced
stage of construction by the end of 2002.

6.3.4    Pharmaceuticals and Cosmetics Europe and
Pharmaceutical and Cosmetics Americas: Manufacturing facilities are
located in Brazil, Canada, France, Germany, Puerto Rico, the Netherlands,
Switzerland, U.K. and the U.S. The Company's molded glass operations were sold
at the end of the third quarter in 2002.  Alcan also sold its two
Pharmatech rubber stopper and aluminum seals operations located in Salisbury,
Maryland.

6.3.5    Specialty Packaging: The tobacco and
specialty markets are served by 12 main plants in seven countries. The main
activity of Specialty Packaging is the manufacture of tobacco packaging in:
Germany, the Netherlands, Turkey, the U.K., Kazakhstan, Canada and the U.S.
Apart from its tobacco packaging operations, the sector also has facilities in
the U.K. focused on providing print finishing services, manufacturing steel cans
mostly for the food industry and also for decorated tinplate containers.

At the close of 2002, an agreement was finalized to acquire the VAW Flexible
Packaging operations from Norsk Hydro for €345 million. This acquisition will
yield substantial synergies for Alcan's European packaging activities and will
make Alcan the only major packaging multinational with significant operations in
North America, Europe and Asia.

6.4       Source Materials

Packaging is made from a variety of materials including aluminum, plastics,
paper board, glass and steel.  Aluminum foil stock used in packaging is
mainly purchased from other Business Groups.  Other source materials are
purchased from many third party suppliers.

4.        
INFORMATION BY GEOGRAPHIC AREAS

See Annual Report, pages 72 to 74, Note 27 to the Consolidated Financial
Statements for financial information by geographic areas.

5.        
RESEARCH AND
DEVELOPMENT

Research and development ("R&D") comprises a global system of research
laboratories, applied engineering centres and plant technical departments. The
research laboratories, responsible for approximately 60% of the total R&D
expenses for Alcan, play a major role in innovation through basic and applied
research. Two laboratories are located in Canada (at Kingston, Ontario, and
Jonquière, Quebec), and one in Switzerland (Neuhausen). The activities carried
out in the U.K. laboratory (Banbury, Oxfordshire) will be transferred to
Kingston and Neuhausen in the framework of the re-organization of the
fabrication technology sites.  Together, they employ about 550 people.

In recent years, Alcan's R&D efforts have been refocused on core
processes and products, assisting operating units to achieve increased
productivity, higher quality and reduced costs. Expenses for Alcan were
$115 million in 2002, $135 million in 2001 and $81 million in 2000.  In
addition, intellectual property management safeguards Alcan's process and
product technologies and trademarks.

22

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Alcan manages applied engineering centres and technical departments located
close to key markets and operating divisions. These include the Applied
Materials Center located in North America for canning technology, and technical
centres in North America and Europe for automotive technologies. These centres
are focused on major products and provide technical and product development
support to customers, drawing extensively on the resources and scientific
disciplines in the research centres.

6.        
ENVIRONMENT, HEALTH AND
SAFETY MATTERS

In 2002, Alcan renewed its commitment to continuous improvement in
Environment, Health and Safety ("EHS") performance while increasing value for
the Company's stakeholders.  Significant efforts have been put into
developing Alcan's EHS First system, a new management system, which recognizes
EHS as a top priority and an essential element of the Company's management and
decision-making process. EHS First is a global model to be applied at all Alcan
sites.  This system is largely based on Alcan's revised EHS Policy and
Worldwide Code of Employee and Business Conduct, both of which establish
a proactive framework for responding to EHS concerns within and outside the
Company's site boundaries.

In addition, the Company produced its first sustainability report entitledAlcan's Journey Towards Sustainability that charts Alcan's progress in
measuring and managing its economic, environmental and social impacts and draws
a definitive link between Alcan's business success and its EHS activities. 
It also introduced Project Target, Alcan's long-term management commitment to
reduce greenhouse gas.

Alcan believes that its existing and planned EHS measures allow it to exceed
statutory and regulatory demands, while improving its competitive position and
efficiency.  The revised EHS Policy identifies the need to be in full
compliance with regulations and internal standards, such as the Environmental
(ISO 14001) and Health and Safety systems (OHSAS 18001) requirements, which
require extensive reviews of regulations and standards applicable to the
production site concerned.

Alcan's capital expenditures to protect the environment and improve working
conditions at the smelters and other locations were $67 million in 2002. Similar
expenditures for 2003 and 2004 are projected to be $106 million and $147 million,
respectively. In addition, expenditures charged against income for environmental
protection were $140 million in 2002, and are expected to be $137 million both
in 2003 and 2004.

7.         PROPERTIES

Alcan believes that its properties, most of which are owned, are suitable and
adequate for its operations.

8.        
EMPLOYEE
RELATIONS

As at 31 December 2002, Alcan employees were located as follows:
approximately 19,000 in North America, 22,000 in Europe, 2,900 in South America,
4,200 in Asia, Pacific and other areas.  A majority of the hourly-paid
employees are represented by labour unions.



23

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There are 26 collective labour agreements in effect in Canada.  Labour
agreements for unionized employees at Alcan facilities in Quebec expire at the
end of 2006 or in 2007.  In British Columbia, the Collective Labour
Agreement at Kitimat expires in 2005.

In all other locations, collective agreements are negotiated on a site,
regional or national level, and are of different durations.

9.        
PATENTS, LICENSES AND
TRADEMARKS

Alcan owns, directly or through Subsidiaries, a large number of patents in
Canada, the U.S. and other countries which relate to the products, uses and
processes of its businesses. The life of a patent is most commonly 20 years from
the filing of the patent application.  Alcan is continually filing new
patent applications.  All significant patents will be maintained until
their normal expiration.  Therefore, at any point in time, the range of
life of the Company's patents will be from one to 20 years.

Alcan owns a number of trademarks that are used to identify its businesses
and products. The Company's trademarks have a term of three to ten years. 
As a result, at any point in time, the Company will have trademarks at the end
of their term and others with a full ten-year term.  At the end of their
term, significant trademarks will be renewed for a further three to ten
years.

Alcan has also acquired certain intellectual property rights under licenses
from others for use in its businesses.

Alcan's patents, licenses and trademarks constitute valuable assets; however,
the Company does not regard any single patent, license or trademark as being
material to its sales and operations viewed as a whole.  The Company has no
material licenses or trademarks the duration of which cannot, in the judgment of
management, be extended or renewed as necessary.

10.      
COMPETITION AND GOVERNMENT
REGULATIONS

The aluminum and packaging businesses are highly competitive in price,
quality and service.  The Company experiences competition from a number of
companies in all major markets.  In addition, aluminum products face
competition from products fabricated from several other materials such as
plastic, steel, iron, copper, glass, wood, zinc, lead, tin, titanium, magnesium,
cement and paper. The Company believes that its competitive standing in aluminum
production is enhanced by its ability to supply its own power to Canadian and
U.K. smelters at low cost.

The operations of the Company, like those of other
international companies, including its access to and cost of raw materials and
repatriation of earnings, may be affected by such matters as fluctuations in
monetary exchange rates, currency and investment controls, withholding taxes and
changes in import duties and import restrictions.  Imports of ingot and
other aluminum products into certain markets may be subject to
import regulations and import duties. These affect the Company's sales
realizations and may affect the Company's competitive position. Shipments of the
Company's products are also subject to the anti-dumping laws of the importing
country, which prohibit sales of imported merchandise at less than defined fair
values.

The Investment Canada Act (the "Act") provides that the acquisition of
control of a Canadian business, such as Alcan's Canadian business, by a
"non-Canadian" (as defined in the Act) may be subject to review under the Act
and, if so, may not be implemented unless the Minister of Industry determines
that the proposed acquisition is, or is likely to be, of net benefit to Canada.
The acquisition by a non-Canadian of a majority of the voting shares of a
Canadian company is deemed to constitute the acquisition of control of that
company. In addition, the acquisition by a non-Canadian of more than one-third
but less than the majority of the voting shares of a Canadian company is
presumed to constitute an acquisition of control, unless it can be established
that on the acquisition the corporation is not controlled in fact by the
non-Canadian.





24

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ENVIRONMENTAL MATTERS

The Company's U.S. Subsidiary, Alcan Aluminum Corporation ("Alcancorp"), and
third parties are defendants in a lawsuit instituted in July 1987 by the U.S
Environmental Protection Agency ("EPA") relating to the Pollution Abatement
Services site, a third-party disposal site, in Oswego, New York ("PAS"). 
Alcancorp is alleged to have contaminated this site by waste materials disposed
by contractors employed by Alcancorp (and other companies).  Alcancorp's
defense is that the waste was not hazardous.  The Federal District Court
for the Northern District of New York found (in January 1991) Alcancorp liable
for a share of the clean-up costs for the site, and in December 1991 determined
the amount of such share to be $3,175,683. Alcancorp appealed this decision to
the United States Circuit Court of Appeals for the Second Circuit.  In
April 1993, the Second Circuit reversed the District Court and remanded the case
for a hearing on what, if any, liability might be assigned to Alcancorp
depending on whether Alcancorp can prove that its waste did not contribute to
the costs at the site.  This matter was consolidated with another
case, instituted in October 1991 by the EPA against Alcancorp in the Federal
District Court for the Northern District of New York seeking clean-up costs in
regard to the Fulton Terminals site in Oswego County, New York, which is also
owned by PAS.  The remand hearing was held in October of 1999. The trial
court re-instituted its judgment holding Alcancorp jointly and severally liable
with other defendants.  The amount of the judgment plus interest is $13.5
million as of December 2000.  The case was appealed. In the first quarter
2003, the Second Circuit affirmed the decision of the trial court. 
Alcancorp is seeking a rehearing.  At 31 December 2002, the Company had a
reserve of $15.2 million for this matter.  Alcancorp has also been sued by
other Potentially Responsible Parties ("PRP") at PAS seeking contribution for
costs incurred in cleaning up the PAS site which are being contested.

Alcancorp is a party in a 1989 EPA lawsuit before the Federal District Court
for the Middle District of Pennsylvania involving the Butler Tunnel site, a
third-party disposal site.  In May 1991, the Court granted summary judgment
against Alcancorp in the amount of $473,790 for alleged disposal of hazardous
waste.  After unsuccessful appeals, Alcancorp in 1995 paid $652,371,
representing the judgment amount plus interest, and is disputing about $400,000
associated with that judgment, representing additional enforcement costs
incurred after the date of the initial judgment in a separate lawsuit.  The
EPA has filed a new action for additional sums for further remedial activities
at the Butler Tunnel site.

In February 1996, the Company's U.K. Subsidiary, British Alcan
Aluminium plc ("British Alcan"), sold its investment in Luxfer USA
Limited.  As part of the sale, British Alcan agreed to indemnify the
purchaser for certain liabilities, including those arising out of the following
proceeding.  Luxfer is a participant in a joint defense group being sued by
the EPA in regard to waste Luxfer sent, from 1976 to 1991, to the Omega chemical
waste site, a third-party disposal site in Whittier, California.  At
various times during 1995, Luxfer contributed various amounts totaling $11,800
for defense group costs and the removal of waste from the site.  Large
waste generators are cleaning up the site.  Luxfer, being a small
contributor, is discussing settlement offers.  In 2000, Luxfer and other
members of the joint defense group entered into a consent decree with the EPA to
complete the remediation.

Alcancorp is a third party defendant in a suit initiated in
December 1995 by the State of New Jersey alleging that a disposal company that
had been used by Alcancorp disposed of hazardous material in the Pennsauken
landfill.  Including Alcancorp, there are 277 third-party defendants in
this action.  Various discovery issues remain outstanding.  In 2002,
the court granted the third-party defendants the right to conduct depositions of
the other party's experts.



25

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The Company's Brazilian wholly-owned Subsidiary, Alcan Alumínio
Do Brasil Ltda. ("Alcanbrasil") was sued by the Municipality of Formiga for
inadequate disposal of solid waste from its flexible packaging plant. The waste
was being disposed by a third party.  Some of the waste was found in
unauthorized landfills.  The third party is also being sued but under
Brazilian law, Alcanbrasil is jointly and severally responsible.  In 2002,
a settlement has been reached where Alcanbrasil will not be liable for any
damages if Alcanbrasil's waste is removed from the landfills.  Alcanbrasil
is presently obtaining the necessary environmental licenses to proceed to the
removal of the waste.

In 1982, Alusuisse Lonza France SA ("ALF"), a subsidiary of
Algroup, sold land in Marseilles, France to the local community, which contained
red mud deposits on two different sites.  Buildings were erected on this
land.  In 1997, French law changed to have the responsibility for deposits
lie with the originator and ALF paid $1.68 million for remediation.  ALF
has been engaged in litigation and appeals with government agencies for further
remediation; ALF is trying to establish the partial responsibility of the local
community.  In 2002, the appeal court rejected ALF's position for the two
sites and ALF intends to appeal the decision for one site.

In certain government investigations of contamination by
alleged hazardous wastes at sites in New York State on which waste material is
alleged to have been deposited by disposal contractors employed in the past
directly or indirectly by Alcancorp and other industrial companies, Alcancorp
has contested the assertion of liability on the ground that the waste was not
hazardous.  The EPA has responded that it may file lawsuits against
Alcancorp regarding this alleged contamination. Alcancorp was advised by various
authorities that additional sites are undergoing similar investigation and that
it may be liable to contribute to the cost of the investigations and any
possible remedial action for such sites.  There can be no assurance that
Alcancorp will not incur material clean-up costs as a result of these
investigations.

In 1997, Wheaton USA Inc. ("Wheaton"), a wholly-owned
Subsidiary, began building new furnaces at its Millville, New Jersey glass plant
that are alleged to not be in compliance with applicable air emission
regulations.  The New Jersey Department of Environmental Protection (NJDEP)
issued a citation for violation of permits. The EPA was involved.  Wheaton
made modifications to the furnaces. Wheaton is awaiting a review and approval
from the NJDEP.  There were no further developments in 2002.

Lawson Mardon USA Inc. ("LM USA"), a wholly-owned Subsidiary,
is undertaking a site investigation and clean-up of the land at its Clifton
plant, in compliance with a NJDEP permit.  According to studies, offsite
contamination was not a result of LM USA's operations.  LM USA has reached
an agreement with the NJDEP for alleged on-site contamination whereby LM USA
would isolate the area and would monitor the ground water for two years.

In 1999, an investigation was carried out at the Lawson Mardon
Trentesaux SA site ("LM Trentesaux"), a Subsidiary, at Tourcoing, France. 
The land was found to be contaminated by solvent, fuel and chemical products
resulting from engraving and packaging activities.  An estimate of clean-up
cost was established.  The investigation was also conducted to determine
whether the contamination was the sole responsibility of LM Trentesaux and
whether the migration of the contamination was possible.  Any ground
contamination by solvent was treated in 2001.

Beginning in 1995 environmental investigations have been
conducted into the presence of oil, gasoline and volatile organic compounds
(VOCs) in the soil and groundwater at the Algoods plant site in Ontario, Canada
and third party properties adjacent to this site.  Algoods was sold in 1996
and under the terms of the agreement, the Company retains liability for this
case.  A remediation plan was approved with the Ministry of Environment
("MOE") for the oil removal and recovery is approximately 85% complete. MOE
requested and has received from Alcan a delineation study with respect to VOCs
in the surrounding area.  This report is currently under review by the MOE.
An initial remediation plan for VOCs will be implemented in 2003.  A
gasoline recovery system was commissioned by Alcan and accepted by the property
owner.



26

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Reviews and Remedial Actions

The Company has established procedures for reviewing
environmental investigations and any possible remedial action on a regular
basis.  Although the Company cannot estimate the costs which may ultimately
be borne by it, the Company has no reason to believe that any remedial action
will materially impair its operations or materially affect its financial
condition.

OTHER MATTERS

In 1997, as part of the claim settlement arrangements related
to the British Columbia Government's cancellation of the Kemano Completion
Project, Alcan obtained the right to transfer a portion of a power supply
contract with BC Hydro to a third party. Alcan sold the right to supply this
portion to Enron Power Marketing Inc. (EPMI), a subsidiary of Enron Corporation
(Enron) for cash consideration. In order to obtain the consent of BC Hydro to
this sale, Alcan was required to retain residual liability for EPMI's
obligations arising from the supply contract, including in the event that EPMI
became unable to perform. This contingent liability is subject to a maximum
aggregate amount of $100 million, with mitigation and subrogation rights. On 2
December 2001, EPMI and Enron filed for protection under Chapter 11 of the U.S.
Bankruptcy Code.  Powerex, the BC Hydro affiliate which now holds the
rights to the power supply contract, maintains that it has terminated the power
supply contract and as a result has filed a claim for $100 million against Enron
on 15 March 2002 as a necessary step prior to making the same claim against the
Company.  Enron did not respond to that claim and the Company received, on
22 March 2002, a demand for payment in the amount of $100 million from Powerex.  On 17 January 2003, the Company received a decision following
arbitration hearings held in December 2002 on a contractual dispute between
Powerex and Alcan. The arbitrator confirmed Powerex's claim for $100
million.  A standstill agreement is in effect whereby Alcan and Powerex
have agreed that no action will be taken to set aside or enforce the
arbitrator's decision pending discussions between the parties. A provision of
$100 million was recorded in the fourth quarter of 2002.

There are no other proceedings which, according to the Company's belief,
could materially impair its operations or materially affect its financial
condition.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company has not submitted any matter to a vote of security
holders, through solicitations of proxies or otherwise, during the fourth
quarter of the year ended 31 December 2002.



27

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PART II

ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The information required is incorporated by reference to the Annual
Report.  See section entitled "Common Shares" on page 83.

The number of holders of record of Shares on 28 June 2002 was approximately
17,820.

While the Company intends to pursue a policy of paying
quarterly dividends, the level of future dividends will be determined by the
Board of Directors in light of earnings from operations, capital requirements
and the financial condition of the Company.  The Company's cash flow is
generated principally from operations and also by dividends and interest
payments from Subsidiaries, Joint Ventures and Related Companies.  These
dividend and interest payments may be subject, from time to time, to regulatory
or contractual restraints, withholding taxes (see Annual Report, page 67, note
21 to Consolidated Financial Statements) and foreign governmental restrictions
affecting repatriation of earnings. (See section entitled "Competition and
Government Regulations" on page 24 of this report.)



Dividends paid on Shares held by non-residents of Canada will
generally be subject to Canadian withholding tax which is levied at the basic
rate of 25%, although this rate may be reduced depending on the terms of any
applicable tax treaty.  For residents of the U.S., the treaty-reduced rate
is currently 15%.

ITEM 6  SELECTED FINANCIAL DATA

SELECTED HISTORICAL FINANCIAL DATA(in millions of Dollars except for per Share amounts)

Years ended 31 December2002
    
    2001*
    
    2000*
    
    1999*
    
    1998Sales and operating revenues
    12,540
    
    12,626
    
    9,148
    
    7,324
    
    7,789Net income (Canadian GAAP)
    374
    
    2
    
    610
    
    448
    
    399Net income (loss) (U.S. GAAP)
    (336)
    
    (54)
    
    606
    
    455
    
    417Total assets
    17,538
    
    17,458
    
    18,389
    
    9,839
    
    9,901Long-term debt (including current portion)
    3,482
    
    3,536
    
    3,528
    
    1,322
    
    1,703Net income (loss) per share 
      (Canadian GAAP) - Basic
    1.15
    
    (0.02)
    
    2.42
    
    2.01
    
    1.71Net income (loss) per share
      (Canadian GAAP) - Diluted
    1.14
    
    (0.02)
    
    2.42
    
    2.01
    
    1.71Net income (loss) per share (U.S. GAAP)**
    (1.06)
    
    (0.19)
    
    2.40
    
    2.04
    
    1.79Cash dividends per share
    0.60
    
    0.60
    
    0.60
    
    0.60
    
    0.60*Certain financial data under Canadian GAAP has been restated.  Refer to note 3 - Accounting Changes; Deferred
      Foreign 
     Exchange Translation Gains and Losses in the Consolidated Financial Statements in the 2002 Annual Report.**Basic and diluted.




28

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Commencing 1998, the Company retroactively adopted, without
restating prior years, the recommendations of the Canadian Institute of
Chartered Accountants ("CICA") concerning accounting for income taxes.  The
principal change under the new recommendations is the requirement to revalue
deferred income taxes for changes in tax rates and exchange rates.  Further
details may be obtained in the 1998 Annual Report, page 46.

Commencing 1998, the Company retroactively adopted the
recommendations of the CICA concerning segment disclosures.  The new
recommendations require the disclosure of certain information about operating
segments and also about their products and services so as to provide information
about the different types of business activities in which the Company engages
and the different economic environments in which it operates.

Commencing 2001, the Company retroactively adopted the
recommendations of the CICA concerning earnings per share.  The standard
requires the disclosure of the calculation of basic and diluted earnings per
share and the use of the treasury stock method for calculating the dilutive
impact of stock options.

Commencing in 2001, the Company prospectively adopted the
recommendations of the CICA concerning business combinations.  All business
combinations initiated on or after 1 July 2001 are now required to be accounted
for under the purchase method.

Commencing 2002, the Company prospectively adopted the
recommendations by the 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.  For further details see
page 47 of the Annual Report.

Commencing 2002, the Company retroactively adopted, with
restatement of prior years back to 1999, the recommendations of the CICA
concerning deferred foreign exchange translation gains and losses.  Under
this standard, the Company no longer amortizes the exchange gains and losses
arising from 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 recognized in income immediately. For further details see page 47 of the
Annual Report.

Commencing in 2002, the Company adopted the recommendations of
the CICA concerning disclosure of stock options and other stock-based
compensation.  This standard encourages but does not require that the fair
value method be used for transactions with employees.  If the fair value
method is not used, note disclosure of pro forma net income and net income per
common share - basic and diluted is required as if the fair value based method
had been applied to all stock option awards.  For further details see page
47 of the Annual Report.

See Annual Report, pages 51 to 53, note 7 to Consolidated
Financial Statements for a comparison, for certain items listed, of the amounts
as reported by the Company under Generally Accepted Accounting Principles
("GAAP") in Canada with amounts that would have been reported under U.S.
GAAP.



29

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ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The section entitled "Management's Discussion and Analysis" in
the Annual Report, pages 23 to 39, is incorporated by reference.

References to "EVA" on page 25 of the Annual Report refer to
Economic Value Added, a registered trademark of Stern Stewart & Co. and
viewed by the Company as a key measure of its financial performance.  EVA
represents the difference between the return on capital and the cost of using
that capital over the same period.  Return on capital for this purpose
means reported income before interest, taxes and minority interest, adjusted for
such amounts as non-recurring items to which a tax charge, based on a 25% tax
rate, is applied.  Return on capital for 2002 is $768 million, from which a
cost of capital charge of $1,442 million is taken to obtain an EVA of negative $674
million.  In 2002, the cost of capital for purposes of EVA was calculated
by applying a rate of 10% to the average EVA capital for the period from
December 2001 to November 2002, compared to a rate 9.5% for 2001 and 9.5% for
2000.

The non-recurring charges of $117 million after tax on page 25 of the
Annual Report are detailed in the first paragraph of footnote 1 of the Quarterly
Financial Data on page 79 of the Annual Report.

As the Company follows Canadian GAAP, reference should be made
to note 7 to the Consolidated Financial Statements on pages 51 to 53 of the
Annual Report which compares, for certain items listed, the amounts as reported
with the amounts that would have been reported under U.S. GAAP. Beginning in
2001, the Company adopted for supplementary U.S. GAAP reporting purposes only,
Financial Accounting Standards Boards Statements 133 and 138.  These
standards require that all derivatives be recorded in the financial statements
and valued at fair value.

Refer to the section entitled "Competition and Government
Regulations" on page 24 of this report for a brief description of the
application of the Investment Canada Act.

EBITDA is defined as earnings before interest, taxes,
depreciation and amortization. EBITDA is not a substitute for net income, cash
flows and other measures of financial performance as defined by generally
accepted accounting principles, and may be defined differently by other
companies.  The Company considers EBITDA to be a key financial performance
measure used by management for the six operating segments. Management believes
that, for the Company, EBITDA provides a measure of operating results that is
unaffected by the differences in capital structures among otherwise comparable
companies.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Company has estimated the potential impact of a 10% adverse
change in interest rates, in foreign currency exchange rates or in aluminum
prices based upon its financial instrument and derivative commodity contract
positions outstanding at 31 December 2002.

Interest Rates

The impact of a 10% increase in interest rates on the Company's
variable rate debt outstanding at 31 December 2002 net of its invested surplus
cash and time deposits at 31 December 2002 would be to reduce net income by
$2 million.  Transactions in interest rate financial instruments for which
there is no underlying interest rate exposure to the Company is
prohibited.  For accounting policies for interest rate swaps used to hedge
interest costs on certain debt, see page 45 of the Annual Report.



30

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Foreign Currency Exchange Rates

The effect on net income of a movement of plus or minus 10% in foreign
currency exchange rates on the Company's financial instruments (principally
forward and option contracts) outstanding at 31 December 2002 is detailed
below*.

In millions of US$

Currency
    Plus 10% movement
    Minus 10% movementAUD
    19
    (18)EUR
    (2)
    2USD
    2
    (3)BRL
    3
    (3)Other
    2
    -Total
    24
    (22)


*Increase (decrease) net income.

Any negative impact of currency movements on the currency contracts that the
Company has taken out 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.  For
accounting policies relating to currency contracts, see page 44 of the 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 31 December 2002 would be to reduce
2003 net income by approximately $37 million, of which $2 million relates to the
net cost of option premiums and $35 million to forward contracts (principally
forward purchase contracts). These results reflect a 10% reduction from the 2002
year-end, three-month LME aluminum closing price of $1,350 and assume an equal 10%
drop has occurred throughout the aluminum forward price curve existing as at 31
December 2002.

Virtually all of the Company's aluminum forward contract positions are taken
out to hedge those future purchases of metal which are required for firm sales
commitments to fabricated products customers.  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 purchases being hedged.

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 10,000 tonnes, which is
marked to market.  In addition, see Annual Report, pages 38 and 39.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required is incorporated by reference to the Annual Report,
Consolidated Financial Statements on pages 41 through 77 and the "Auditors'
Report" on page 40 and the section entitled "Quarterly Financial Data" on pages
78 and 79.

The location of Financial Statements and other material required under this
Item is found under Item 15 of this report.



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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE

The Company has nothing to report under this Item.

PART III

Information in this part is based on information contained in the
Company's Management Proxy Circular dated 14 February 2003.

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)        IDENTIFICATION OF
DIRECTORS

The information required is incorporated by reference to the Management Proxy
Circular, pages 7 and 8.

The term of office of each Director runs from the time of his or her election
to the next succeeding annual meeting or until he or she ceases to hold office
as such.

(b)       IDENTIFICATION OF EXECUTIVE
OFFICERS

As at 1 January 2003, the required particulars with respect to the Officers
of the Issuer are as follows:

TRAVIS ENGEN, 58, President and Chief Executive
Officer.  Mr. Engen  became a non-executive Director of the
Company in 1996. Prior to joining the Company on 12 March 2001, Mr. Engen was
chairman and chief executive of ITT Industries, Inc.

RICHARD B. EVANS, 55, Executive Vice President,
Office of the President. Mr. Evans has held this position since 1 January
2002 and oversees three of the six business groups: Primary Metal, Bauxite,
Alumina and Specialty Chemicals, and Engineered Products. Prior to taking on
this role, Mr. Evans was based in Zurich and was responsible for the integration
of the Company and Algroup following the merger.  He has held several
positions within the Company: Executive Vice President, President, Aluminum
Fabrication, Europe (March 1999), Executive Vice President, Fabricated
Products-North America and President of Alcan Aluminum Corporation (July
1997) and Senior Advisor, Corporate Development (January 1997). Prior to joining
the Company in January 1997, Mr. Evans held senior management positions with
Kaiser Aluminum & Chemical Corporation.

BRIAN W. STURGELL, 53, Executive Vice President,
Office of the President.  Mr. Sturgell has held this position since 1
January 2002 and oversees three of the six business groups: Rolled Products
Americas and Asia, Rolled Products Europe, and Packaging.  He has held
several positions with the Company: Executive Vice President, Aluminium
Fabrication, Americas and Asia (November 2000), Executive Vice President,
Corporate Development (January 1999), Executive Vice President,
Asia/Pacific (July 1997) and Executive Vice President, Fabricated
Products, North America and President of Alcan Aluminum Corporation
(1996).



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GEOFFERY E. MERSZEI, 51, Executive Vice President and
Chief Financial Officer.  Mr. Merszei joined the Company in September
2001.  Prior to his current position, he was vice president and treasurer
of The Dow Chemical Company.  He worked for over twenty years in senior
financial positions with his previous employer.

MICHAEL HANLEY, 37, Senior Vice President,
President, Bauxite, Alumina and Specialty Chemicals.Mr.
Hanley has held this position since 1 January 2002.  He has held several
positions with the Company: Vice President, Investor Relations (September 2000),
Vice President and Assistant Financial Controller, Global Fabrication(July 1999) and Director, Finance, Bauxite, Alumina and Chemicals
Group (June 1998). Prior to joining the Company in June 1998, Mr. Hanley was
vice president and chief financial officer of Gaz Metropolitain Inc.

CYNTHIA CARROLL, 46, Senior Vice President,
President, Primary Metal.Mrs. Carroll has held this
position since 1 January 2002 and her responsibilities include Alcan primary
metal facilities and power generation installations.  She has held several
positions with the Company: Vice President, President Bauxite, Alumina and
Specialty Chemicals (1999), Managing Director of Aughinish Alumina Limited
(1996) and Vice President/General Manager of Alcan Foil Products (1991).

MARTHA FINN BROOKS, 44, Senior Vice President,
President, Rolled Products Americas and Asia.Mrs.
Brooks joined the Company in this capacity on 1 August 2002.  Prior to
joining the Company, she was vice president, engine business, marketing, sales
and engineering worldwide at Cummins Inc.  During her 16 years with her
previous employer, she held various senior positions in business development,
marketing, sales and general management positions.

CHRISTOPHER BARK-JONES, 56, Senior Vice President, President,
Rolled Products, Europe.Mr. Bark-Jones has held this position since 1 January
2002.  Mr. Bark-Jones has held several positions with the Company: Vice
President, Corporate Development and Chief Financial Officer,Alcan
Europe (August 2000), Chairman and Chief Executive Officer of Indian
Aluminium Company, Limited (1998) and Chief Financial Officer,Europe, Rolled
Products (1996).

KURT WOLFENSBERGER, 62, Executive Vice President,
President, Engineered Products.Mr. Wolfensberger has held
this position since 1 January 2002.  He joined Alcan in October 2000,
following Alcan's merger with Algroup.  Prior to the merger, he was head of
Alusuisse Primary Materials and Fabricated Products (1997).

ARMIN WEINHOLD, 53, Senior Vice President,
President, Packaging.Mr. Weinhold has held this
position since 1 January 2002 and his responsibilities include food flexible and
foil, pharmaceutical, cosmetics/personal care and specialty packaging
applications.  He joined Alcan in October 2000, following Alcan's merger
with Algroup.  Prior to the merger, he was President Food Flexibles &
Foil, Europe/Brazil of Algroup (2000) and Chief Operating Officer of Lawson
Mardon Packaging Foil Products (a subsidiary of Algroup) (1995).

DANIEL GAGNIER, 56, Senior Vice President, Corporate
and External Affairs.  Mr. Gagnier's responsibilities include corporate
communications, government relations and environment health and safety.
 Mr. Gagnier was appointed Vice President, Corporate Affairs, in December
1994, and in 1995 his responsibilities were expanded to include environment,
occupational health and safety issues for Alcan on a worldwide basis.
 Prior to joining Alcan, Mr. Gagnier held senior administrative
positions with the Government of Canada.





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DAVID L. McAUSLAND, 49, Senior Vice President,
Mergers and Acquisitions and Chief Legal Officer.  Mr. McAusland has
held this position since October 2000 and his responsibilities include worldwide
legal and regulatory affairs, mergers, acquisitions and major transactions as
well as corporate development initiatives.  He joined the Company in June
1999 as Vice President, Chief Legal Officer and Secretary.  Prior to
joining, he was managing partner at Byers Casgrain, a Montreal law firm and was
president of the Montreal Board of Trade.

GASTON OUELLET, 60, Senior Vice President, Human
Resources.  Mr. Ouellet has held this position since October
2000.  He first became Vice President, Human Resources in April 1993. 
Mr. Ouellet joined the Company in 1967.

GLENN R. LUCAS, 49, Vice President and
Treasurer.  Mr. Lucas became treasurer of the Company in April 1999 and
his responsibilities include financing, foreign exchange risk management, cash
management and insurance.  He has held various senior positions with the
Company in Asia: President, Alcan Japan (1998), President, Alcan Nikkei Asia
Company (1997) and Vice President, Planning & Finance, Alcan Pacific Limited
(1994).  Mr. Lucas joined the Company in 1979.

THOMAS J. HARRINGTON, 44, Vice President and
Controller.  Prior to joining the Company in November 2002, Mr.
Harrington was employed at General Electric Company where he was global
controller for GE Medical Systems. Prior to joining GE, Mr. Harrington was a
manager with Deloitte & Touche LLP, in California.

MICHEL JACQUES, 50, Vice President, Strategic
Management Support. Mr. Jacques has held this position since 1 January 2002
and he assists the Office of the President and the executive management team in
addressing high value at stake issues and also provides expertise to business
groups.  He has also held various positions with the Company: Director,
Corporate Development (September 2000), Vice President, Metal Management,
Business Planning and Development, Alcan Europe (1997), and Director,
Metal Management, Logistics and Information Technology (September 1996).

ROY MILLINGTON, 43, Corporate Secretary. 
Mr. Millington has held this position since July 2001. As senior legal counsel,
he was previously based in Zurich and was active in the global legal integration
of the Company and Algroup.  He has been a member of Alcan's legal
department since 1989 and was seconded to British Alcan Aluminium plc in
1995-1997.

ITEM 11 EXECUTIVE COMPENSATION

The information required is incorporated by reference to the
Management Proxy Circular, pages 20 to 25, in the section entitled "Executive
Officers' Remuneration".

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required is incorporated by reference to the
Management Proxy Circular, pages 7 and 8, in the section entitled "Nominees for
Election as Directors".

Directors and Executive Officers as a group beneficially own
351,917 Shares (including Shares over which control or direction is exercised).
This represents 0.11% of Shares issued and outstanding. In addition, Executive
Officers as a group have Options (as defined in the Management Proxy Circular)
to purchase 2,542,251 Shares.



34

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In the case of each of the Directors and Named Executive
Officers of Alcan, the percentage of Shares held amounts to less than 0.08% of
the outstanding Shares.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The information required is incorporated by reference to the Management Proxy
Circular, pages 27 and 28, the section entitled "Indebtedness of Directors and
Executive Officers".

The interest rate is currently nil on all outstanding option loans.

ITEM 14 CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with the participation of
the Company's management, including Alcan's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of Alcan's
disclosure controls and procedures (as defined in Rule 13a-14(c) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures were effective. No
significant changes were made in Alcan's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.



PART IV

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K

(a)   1.   FINANCIAL STATEMENTS

The
information required is incorporated by reference to the Annual Report, pages 41
to 77 and the Auditors' Report on page 40 thereof.

2.   FINANCIAL STATEMENT
SCHEDULES

The
required information is shown in the consolidated financial statements or notes
thereto.

3.  
EXHIBITS

References to documents filed
      by the Company prior to April 1987 are to SEC File No. 1-3555. 
      References to documents filed by the Company after April 1987 are to SEC
      File No. 1-3677.

(3)  Articles of Incorporation and By-laws:3.1.
      Certificate of Amalgamation dated 1
January 1995, Certificate of Amendment dated 8 May 1995. (Incorporated by
reference to exhibit 3.1 to the Annual Report on Form 10-K of the Company for
1996.)3.1.1
      Certificate of Amendment dated 1 March 2001.
(Incorporated by reference to exhibit 3.11 to the Annual Report on Form 10-K of
the Company for 2000.)3.2
      Restated Articles of Incorporation
dated 12 September 2002. (Incorporated by reference to exhibit 3 to the
Quarterly Report on Form 10-Q of the Company for the quarter ended
30 September 2002.)3.3
      By-law No. 1A. (Incorporated by
reference to exhibit 3.5 to the Annual Report on Form 10-K of the Company for
1987.)3.3.1
      Amendment to By-law No. 1A. (Incorporated by
reference to exhibit 3.2 to the Quarterly Report on Form 10-Q of the Company for
the quarter ended 30 June 2002.)




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(4)      Instruments defining the rights of security
holders:

4.1.1
      Indenture, dated as of 15 May 1983 between Alcan Inc.
and Bankers Trust Company, as Trustee. (Incorporated by reference to exhibit 4.1
to the Company's Registration Statement on Form S-3 (No. 33-29761) filed with
the Commission on 7 July 1989).4.1.2
      First Supplemental Indenture dated as of 1 January
1986 to the Indenture dated as of 15 May 1983 between Alcan Inc. and Bankers
Trust Company, as Trustee. (Incorporated by reference to exhibit 4.2 to the
Company's Registration Statement on Form S-3 (No. 33-29761) filed with the
Commission on 7 July 1989).4.1.3
      Second Supplemental Indenture dated as of June 30,
1989 to the Indenture dated as of May 15, 1983 between Alcan Inc. and
Bankers Trust Company, as Trustee. (Incorporated by reference to
exhibit 4.3 to the Company's Registration Statement on Form S-3 (No.
33-29761) filed with the Commission on 7 July 1989).4.1.4
      Third Supplemental Indenture dated as of 19 June 1989
to the Indenture dated as of 15 May 1983 between Alcan Inc. and Bankers Trust
Company, as Trustee. (Incorporated by reference to exhibit (4)(a) to the
Company's Current Report on Form 8-K dated 26 July 1989 filed with the
Commission on 26 July 1989 (Commission File Number 1-3677)).4.1.5
      Fourth Supplemental Indenture dated as of 17 July
1990 to the Indenture dated as of May 15, 1983 between Alcan Inc. and
Bankers Trust Company, as Trustee. (Incorporated by reference to
exhibit 4.5 to the Company's Registration Statement on Form S-3 (No.
33-35977) filed with the Commission on 20 July 1990).4.1.6
      Fifth Supplemental Indenture dated as of 1 January
1995 to the Indenture dated May 15, 1983 between Alcan Inc. and Bankers
Trust Company, as Trustee. (Incorporated by reference to exhibit 4.6 to the
Company's Registration Statement on Form S-3 (No. 333-76535) filed with the
Commission on 19 April 1999).4.1.7
      Sixth Supplemental Indenture dated as of 8 April 2002
to the Indenture dated May 15, 1983 between Alcan Inc. and Bankers Trust
Company, as Trustee. (Incorporated by reference to exhibit 4.7 to the Company's
Registration Statement on Form S-3 (No. 333-85998) filed with the Commission on
11 April 2002).4.1.8
      Specimen Form of Debt Security
(Incorporated by reference to exhibit 4.1 to Form 8-A filed with the
Commission on 10 September 2002).4.2
      Form of certificate for the
Registrant's Common Shares (Incorporated by reference to exhibit 4.2 to the
Annual Report on Form 10-K of the Company for 1989.)4.3
      Shareholder Rights Agreement as
re-confirmed on 25 April 2002 between Alcan and CIBC Mellon Trust Company as
Rights Agent, which Agreement includes the form of Rights Certificates.
(Incorporated by reference to exhibit 4 to the Quarterly Report on Form 10-Q for
the quarter ended 30 June 2002.)




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(10)
      Material Contracts10.1
      Alcan Pension Plan (Canada), restated version, as
of October 1990. (Incorporated by reference to exhibit 10.1 to the Annual Report
on Form 10-K of the Company for 1990.)10.1.1
      Amendments dated 1 January 1992. (Incorporated by reference to
exhibit 10.1.1 to the Annual Report on Form 10-K of the Company for 1991.)10.1.2
      Amendments dated 1 January 1990, Schedule
93-2.  (Incorporated by reference to exhibit 10.1.2 to the Annual Report on
Form 10-K of the Company for 1994.)10.1.3
      Amendments dated 1 January 1994, Schedule 93-3 and Schedule
93-4.  (Incorporated by reference to exhibit 10.1.3 to the Annual Report on
Form 10-K of the Company for 1994.)10.1.4
      Amendments dated 31 December 1994, Schedule 95-1, 1 January 1996
Schedule 95-2, 1 January 1992, Schedule 95-3 and 1 January 1995, Schedule 95-4.
(Incorporated by reference to exhibit 10.1.4 to the Annual Report on Form 10-K
of the Company for 1995.)10.1.5
      Amendments dated 1 July 1996, Schedule 96-1, 1 November 1996,
Schedule 96-2, 1 January 1992 for paragraphs 1, 2 and 3 of Schedule 96-3 and 1
January 1996 for paragraph 4 of Schedule 96-3. (Incorporated by reference to
exhibit 10.1.5 to the Annual Report on Form 10-K of the Company for 1996.)10.1.6
      Amendments dated 1 January 1998, Schedule 97-1, 30 March 1998,
Schedule 98-1 and 1 November 1998, Schedule 98-2. (Incorporated by reference to
exhibit 10.1.6 to the Annual Report on Form 10-K of the Company for 1998.)10.1.7
      Amendments dated 1 May 1999, Schedule 99-1, 1
October 1999, Schedule 99-2, 1 January 2000 and 1 July 2000, Schedule 00-1, 1
October 2000, Schedule 00-2 and 31 December 2000, Schedule 00-3. (Incorporated
by reference to exhibit 10.1.7 to the Annual report on Form 10-K of the Company
for 2000.)10.1.8
      Amendments dated 1 July 2001, Schedule 01-1 and 1
October 2001, Schedule 01-2.  (Incorporated by reference to exhibit 10.1.8
to the Annual Report on Form 10-K of the Company for 2001.)10.1.9
      Amendments dated 15 October 2002, Schedules 02-1,
02-2, 02-3 and 29 November 2002, Schedule 02-4. (filed herewith.)10.2
      Alcan Executive Share Option Plan. (Incorporated by
reference to the section entitled "The Plan" on pages 3 through 8 and on pages 3
through 7 of the Prospectuses dated 30 April 1990 and 28 April 1993,
respectively, filed as part of the Company's Registration Statements on Form
S-8, Registration Nos. 33-34716 and 33-61790.)




37

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10.3
      Alcan Executive Performance Award Plan revised as
of October 1994. (Incorporated by reference to exhibit 10.3 to the Annual
Report on Form 10-K of the Company for 1994.)10.4
      Alcan Financial Counselling Plan. (Incorporated by
reference to the exhibit of that name filed with the Annual Report on Form 10-K
of the Company for 1981.)10.5
      Alcan Executive Automobile Program revised as of
1 January 1992.  (Incorporated by reference to exhibit 10.5 to the
Annual Report on Form 10-K of the Company for 1991.)10.6
      Alcan Flexible Perquisites Program. (Incorporated
by reference to exhibit 10.6 to the Annual Report on Form 10-K of the Company
for 1995.)10.7
      Form of Supplemental Retirement Benefits Agreement.
(Incorporated by reference to exhibit 10.6 filed with the Annual Report of the
Company on Form 10-K for 1983.)10.8
      Alcan Supplemental Retirement Benefit Plan
(Canada), February 1992 edition. (Incorporated by reference to exhibit 10.8 to
the Annual Report on Form 10-K of the Company for 1991.)10.8.1
      Amendments dated 1 January 1994, Schedule 93-1.  (Incorporated
by reference to exhibit 10.7.1 to the Annual Report on Form 10-K of the Company
      for 1994.)10.8.2
      Amendments dated 23 September 1993.  (Incorporated by
reference to exhibit 10.8.2 to the Annual Report on Form 10-K of the Company for
1994.)10.8.3
      Amendments dated 1 November 1998, Schedule 98-1. (Incorporated by
reference to exhibit 10.8.3 to the Annual Report on Form 10-K of the Company for
1998.)10.8.4
      Amendments dated 1 May 1999, Schedule 99-1 and 1
January 2000, Schedule 00-1. (Incorporated by reference to exhibit 10.8.4 to the
Annual Report on Form 10-K of the Company for 2000.)10.8.5
      Amendments dated 15 October 2002, Schedules 02-1 and
02-2. (Filed herewith.)10.9
      Alcan Retirement Compensation Plan for
Non-Executive Directors dated 27 April 1995. (Incorporated by reference to
exhibit 10.10 to the Annual Report on Form 10-K of the Company for 1995.)10.10
      Amendment dated 1 January 1997. (Incorporated by reference to
exhibit 10.10.1 to the Annual Report on Form 10-K of the Company for 1996.)




38

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10.11
      B.C./Alcan 1997 Agreement. (Incorporated by reference to
exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the quarter
ended 30 June 1997.)10.12
      Employment Agreement dated 23 February 2001 with Travis Engen. (Incorporated by reference to exhibit 10.14 to the Annual Report on Form
10-K of the Company for 2000.)10.13
      Alcan Inc. Stock Price Appreciation Plan
dated 27 September 2001.  (Incorporated by reference to exhibit 99.1 to the
Quarterly Report on Form 10-Q of the Company for the quarter ended 30 September
2001.)10.14
      Alcan Inc. 2001 Deferred Share Unit Plan
for Non-Executive Directors dated 1 April 2001 (Incorporated by reference to
exhibit 99.2 to the Quarterly Report on Form 10-Q of the Company for the quarter
ended 30 September 2001.)10.15
      Employment Agreement dated 31 December
2001 with Richard B. Evans. (Incorporated by reference to exhibit 10.18 to the
Annual Report on Form 10-K of the Company for 2001.)10.16
      Employment Agreement dated 31 December
2001 with Brian W. Sturgell. (Incorporated by reference to exhibit 10.19 to the
Annual Report on Form 10-K of the Company for 2001.)10.17
      Total Shareholder Return Performance Plan
as of 1 January 2002.  (Incorporated by reference to exhibit 10.20 to the
Annual Report on Form 10-K of the Company for 2001.)10.18
      Change of Control Agreement dated 1
August 2002 with Travis Engen. (Filed herewith.)10.19
      Change of Control Agreement dated 1
August 2002 with Richard B. Evans.  Substantially similar agreements have
been entered into with B.W. Sturgell, G. E. Merszei and C. Carroll.)(13)
      Annual Report. (Filed herewith.)(21)
      Subsidiaries and Related Companies of the Company. (Filed
herewith.)




39

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(23)
      Consent of Independent Accountants is on page
      45.(24)
      Powers of Attorney.
(Filed herewith)24.1
      Power of attorney of R. Berger24.2
      Power of attorney of L.Y. Fortier24.3
      Power of attorney of B.M. Levitt24.4
      Power of Attorney W. R. Loomis24.5
      Power of attorney of J.E. Newall24.6
      Power of attorney of G. Saint-Pierre24.7
      Power of attorney of G. Schulmeyer(99)
      Management Proxy Circular. (Filed herewith.)


(b)     REPORTS ON FORM 8-K

The Company has filed a report on Form 8-K during the quarter ended 31
December 2002 concerning Item 5 thereof: "Other Events". The filing date was 22
November 2002.







40

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.27 March 2003
    By :*L. Yves Fortier, Chairman of the Board




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on 27 March 2003.

/s/ Travis EngenTravis Engen,  Director, President and 
      Chief Executive
      Officer
      (Principal Executive Officer)*Roland Berger, DirectorClarence J. Chandran, Director*L. Yves Fortier, Chairman of the Board*Brian M. Levitt, Director*William R. Loomis, Director*J. E. Newall, Director*Guy Saint-Pierre, Director*Gerhard Schulmeyer, Director




41

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Paul M. Tellier, Director/s/ Geoffery E. MerszeiGeoffery E. Merszei, Executive Vice President and Chief Financial
      Officer  (Principal Financial Officer)/s/ Thomas J. HarringtonThomas J. Harrington, Vice-President and
      Controller
      (Principal Accounting Officer)


* By: Roy Millington as Attorney-in-fact



42

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CERTIFICATION



I, Travis Engen, President and Chief Executive Officer of Alcan Inc.
("Alcan"), certify that:

1.   I have reviewed this annual report on Form 10-K of Alcan;

2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and
procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a)   all significant deficiencies in the design
or operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: 27 March 2003
    /s/ Travis EngenTravis EngenPresident and Chief Executive Officer


43

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CERTIFICATION

I, Geoffery E. Merszei, Executive Vice President and Chief Financial Officer
of Alcan Inc. (''Alcan''), certify that:

1.   I have reviewed this annual report on Form 10-K of Alcan;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and
procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a)   all significant deficiencies in the design
or operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: 27 March 2003
    /s/ Geoffery E. MerszeiGeoffery E. MerszeiExecutive Vice President andChief Financial Officer


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CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-6070, 33-34716, 33-61790 and 333-89711) and on
Form S-3 (Nos. 2-78568, 2-78713, 33-82754, 333-83336 and 333-85998) of Alcan
Inc., of our report, dated 9 February 2003 relating to financial
statements  and our comments by auditors on Canada-U.S. Reporting
Difference dated 9 February 2003 which appears on page 40 of the 2002 Annual
Report to Shareholders, which is incorporated by reference in this Annual Report
on Form 10-K.

Montreal, Canada27 March 2003

/s/ PricewaterhouseCoopers
LLP                                                                                               
PricewaterhouseCoopers LLP







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