Computation of Ratio of Earnings to Fixed Charges

EX-12 5 dex12.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Computation of Ratio of Earnings to Fixed Charges

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

FOR THE YEAR ENDED DECEMBER 31,

(in millions, except ratios)


	Historical (1)										Pro Forma Combined (2) (3)
	2006		2005		2004		2003		2002		2006
Earnings:
Income from continuing operations before taxes on income	3,432		1,970		2,153		1,645		948		4,331
Less equity earnings	(72	)	(26	)	(145	)	(138	)	(72	)	(157	)
Fixed charges added to earnings	440		387		313		346		380		2,136
Distributed income of less than 50% owned persons	37		40		59		35		21		37
Amortization of capitalized interest:
Consolidated	21		25		25		21		14		21
Proportionate share of 50% owned persons	—		—		—		—		—		—

Total earnings	3,858		2,396		2,405		1,909		1,291		6,368

Fixed Charges:
Interest expense:
Consolidated	384		339		271		314		350		2,014
Proportionate share of 50% owned persons	5		3		3		4		4		5

	389		342		274		318		354		2,019

Amount representative of the interest factor in rents:
Consolidated	49		43		37		27		25		115
Proportionate share of 50% owned persons	2		2		2		1		1		2

	51		45		39		28		26		117

Fixed charges added to earnings	440		387		313		346		380		2,136


Interest capitalized:
Consolidated	128		58		27		21		22		201
Proportionate share of 50% owned persons	2		—		—		—		—		2

	130		58		27		21		22		203

Total fixed charges	570		445		340		367		402		2,339


Ratio of earnings to fixed charges	6.8		5.4		7.1		5.2		3.2		2.7

(1)

The historical financial information of all prior periods has been reclassified to reflect discontinued operations.

(2)

The Pro Forma Combined ratio reflects the acquisition and related adjustments using the pro forma financial information presented pursuant to Article 11 of Regulation S-X. For a discussion of the assumptions and adjustments made in preparation of the pro forma financial information presented in this Offer to Purchase, see the section entitled “Circular —Unaudited Pro Forma Condensed Combined Financial Information.”

(3)

The Pro Forma Combined ratio was calculated from the Unaudited Pro Forma Condensed Combined Financial Information section of this Offer to Purchase and includes adjustments to earnings and fixed charges based on the historical amounts of Alcoa and the publicly-available information of Alcan as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2006. Certain elements of the calculation of the Pro Forma Combined ratio as it relates to Alcan’s historical amounts were estimated by Alcoa’s management due to the lack of publicly-available information, as further described below. Specifically, the portion of Alcan’s operating lease payments that represent interest expense was estimated to be one-third of the operating lease expense disclosed in Alcan’s Annual Report on Form 10-K for the year ended December 31, 2006. In addition, no amounts have been included for the following items, as they relate to Alcan, due to lack of any available information (a) distributed income of less than 50%-owned persons; (b) amortization of capitalized interest, including Alcan’s proportionate share of capitalized interest of 50%-owned persons; (c) Alcan’s proportionate share of interest expense for 50%-owned persons; and (d) Alcan’s proportionate share of capitalized interest of 50%-owned persons. Had such information been available, it might have had a material impact on the Pro Forma Combined ratio.

If Alcan’s total fixed charges were increased by $200 million, the Pro Forma Combined ratio would be reduced from 2.7 to 2.6. If Alcan’s total fixed charges were decreased by $200 million, the Pro Forma Combined ratio would be increased from 2.7 to 2.9. If Alcan’s total earnings were increased by $200 million, the Pro Forma Combined ratio would be increased from 2.7 to 2.8. If Alcan’s total earnings were decreased by $200 million, the Pro Forma Combined ratio would be decreased from 2.7 to 2.6.

In addition, as disclosed in the Notes to the Unaudited Pro Forma Condensed Combined Financial Information, the interest expense reflected in the Pro Forma Combined ratio of earnings to fixed charges is based on the offer as currently reflected in this Offer to Purchase, and assumes Alcoa paying Alcan shareholders cash consideration of $58.60 per share. Any changes to the offer may result in actual cash consideration paid being significantly different from the amounts assumed in the pro forma financial information. Any increase in the cash consideration could result in an increase in the amount of debt incurred to finance the transaction and a corresponding increase in annual interest expense. See the section entitled “Circular — Unaudited Pro Forma Condensed Combined Financial Information.”