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Filed by Inco Limited |
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Pursuant to Rule 425 under the Securities Act of 1933 |
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Subject Company: Falconbridge Limited |
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Commission File No. 1-11284 |
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Inco Limited Commission File No. 1-1143 |
Forward-Looking Statements
This presentation contains forward-looking information about Inco and the combined company after
completion of the purchase by Inco of all outstanding shares of Falconbridge, that are intended to
be covered by the safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical
facts. Words such as expect(s), feel(s), believe(s), will, may, anticipate(s) and
similar expressions are intended to identify forward-looking statements. These statements include,
but are not limited to, financial projections and estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with respect to future operations, products
and services and projects; statements regarding business and financial prospects; financial
multiples and accretion estimates; statements regarding anticipated financial or operating
performance and cash flows; statements regarding expected synergies and cost savings, including the
timing, from the proposed combination of the two companies; statements concerning possible
divestitures; and statements regarding strategies, objectives, goals and targets. Such statements
are subject to certain risks and uncertainties, many of which are difficult to predict and are
generally beyond the control of Inco, that could cause actual results to differ materially from
those expressed in, or implied or projected by, the forward-looking information and statements.
These risks and uncertainties include those discussed and identified in public filings with the
U.S. Securities and Exchange Commission (SEC) made by Inco and include, but are not limited to:
the possibility that approvals or clearances required to be obtained by Inco and Falconbridge from
regulatory and other agencies and bodies will not be obtained in a timely manner; the possibility
that divestitures required by regulatory agencies may not be acceptable or may not be completed in
a timely manner; the possibility that the anticipated benefits and synergies and cost savings from
the acquisition or related divestitures cannot be fully realized; the possibility that the costs or
difficulties related to the integration of Falconbridges operations with Inco will be greater than
expected; the level of cash payments to shareholders of Falconbridge who exercise their statutory
dissenters rights in connection with the expected eventual combination of the two companies; the
possible delay in the completion of the steps required to be taken for the eventual combination of
the two companies; business and economic conditions in the principal markets for the companies
products, the supply, demand, and prices for metals to be produced, purchased intermediates and
substitutes and competing products for the primary metals and other products produced by the
companies, production and other anticipated and unanticipated costs and expenses and other risk
factors relating to the metals and mining industry as detailed from time to time in Falconbridges
and Incos reports filed with the SEC. The forward-looking statements included in this
presentation represent Incos views as of the date hereof. While Inco anticipates that subsequent
events and developments may cause Incos views to change, Inco specifically disclaims any
obligation to update these forward-looking statements. These forward-looking statements should not
be relied upon as representing Incos views as of any date subsequent to the date hereof. Readers
are also urged to carefully review and consider the various disclosures in Incos various SEC
filings, including, but not limited to, Incos Annual Report on Form 10-K for the year ended
December 31, 2005.
Important Legal Information
This presentation may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the SEC, on October 24, 2005, a registration
statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular)
and on each of December 15, 2005, January 20, 2006 and February 27, 2006, an amendment to such Form
F-8, in connection with the proposed combination. Inco has also filed, and will file (if required),
other documents with the SEC in connection with the proposed combination. Falconbridge has filed a
Schedule 14D-9F in connection with Incos offer and has filed, and will file (if required), other
documents regarding the proposed combination, in each case with the SEC.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain copies of the registration statement and Incos and
Falconbridges SEC filings free of charge at the SECs website (www.sec.gov). In addition,
documents filed with the SEC by Inco may be obtained free of charge by contacting Incos media or
investor relations departments.
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Inco Limited
First Quarter 2006 Results Conference Call
3:00 p.m., April 20, 2006
Sandra Scott
Good afternoon and thanks for joining us. This call is being webcast on a live, listen-only basis.
Our first quarter results news release went out early this morning and can be found at
www.inco.com, or by calling investor relations at (416) 361-7670. Following this call, a
PDF version of our remarks will be available through the Latest Quarterly Webcast link on Incos
homepage.
Joining me at our Toronto office are members of Incos management team. After opening remarks by
our Chairman and CEO, Scott Hand, Bob Davies, Incos CFO, will give you a financial update. Incos
President and COO, Peter Jones, will discuss our operating results and Peter Goudie, Incos
Executive Vice-President, Marketing, will update you on nickel market conditions.
Ill begin with a few housekeeping items.
First, we are including news media and members of the public on this webcast on a live, listen-only
basis.
Second, the safe harbour text appears on our webcast slide.
The third item is our definition of adjusted net earnings.
Fourth, all dollar amounts are in U.S. currency unless otherwise stated.
Fifth, all forward-looking statements exclude the impact of Incos offer to acquire Falconbridge,
unless otherwise stated.
Given recent changes in Canadian securities legislation, I should make a few additional points:
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Actual results could differ materially from our 2006 outlook and other
forward-looking statements we make; |
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Certain material assumptions were made in developing our 2006 outlook and other
forward-looking statements; |
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We have filed the text and slides used in this presentation on SEDAR in Canada;
and |
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Our press release today and other filings on SEDAR contain additional
information on the material factors, risks and assumptions that could cause
results to differ materially from our forward-looking information or statements,
and were used in developing our forecast or projections. |
Now I will turn the call over to Scott Hand.
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Scott Hand
Thanks Sandra.
Ill begin with the big picture, which remains a very good one for Inco. We continue to operate in
a nickel market that is very healthy. Demand is strong in virtually all areas. Were making
excellent progress in maximizing the competitiveness and productivity of our nickel operations in
Canada and Indonesia in order to fully capitalize on our great opportunities. With Voiseys Bay on
stream, our financial position is strong enabling us to achieve more low-cost growth through
Goro, and expanding PT Inco. So with this in mind, Ill highlight six key areas.
The first is Q1 results. Adjusted net earnings were $200 million, or $0.90 per share on a diluted
basis above the First Call consensus of $0.89 per share.
We had another quarter of consistent and reliable production. We met or exceeded our February Q1
guidance for nickel, copper and PGM production, as well as for the price premium on our nickel
products. Unit cash costs were slightly above our February first half 2006 guidance of
$2.50-to-$2.55 a pound, largely due to a strong Canadian dollar and shutdown costs for PT Inco that
added $0.06 a pound to those costs.
For 2006, we expect to meet or beat our February nickel, copper and PGM production, unit cash cost
and premium guidance, given in our Q1 results.
Second, our Goro project. You have no doubt read or heard about the recent extensive vandalism and
blockades of access roads at our Goro project in New Caledonia. As a result, in order to protect
our employees and contractors, we decided to temporarily stop work at the site, with about 200 of
1,600 personnel still there. We are satisfied that the authorities
have taken the measures required for a safe and secure workplace and
will begin a gradual restart of the project on April 24. The first teams to be remobilized
will be companies that work on the power station, the port and earthworks. Peter Jones was in New Caledonia
when the incidents began and he can confirm that people from all walks of life are very disturbed
by what happened at Goro. Government and community leaders of every political stripe,
businesspeople, contractors, employees and average citizens condemn the actions. They express
strong support for the Goro project and its importance to New Caledonia.
For Inco, security not only means a safe work site but also building strong bonds of mutual trust
with the community. We remain committed to demonstrating our respect for and sensitivity to the
social, cultural and environmental concerns of the Melanesian people. Inco has worked hard to earn
local trust and support and we will continue to do so to ensure a successful project for everyone.
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At this point, the cost and schedule impacts of recent events are still being assessed. We are
considering items such as direct damage, repair and downtime costs, as well as consequential
expenses such as equipment, contractor and personnel retention.
Despite disruptions at the site, other aspects of the project are proceeding. For instance, we are
progressing well in terms of engineering, and the building of 400 modules and preassembled units in
the Philippines. Engineering work on Goro was about 72% complete at the end of Q1.
The latest estimate for capex for the mine, process plant and infrastructure was indicated to
be at the upper end of the $1.878 billion plus 15% cost range. We are reviewing this in light of
the disruption. The definitive estimate will be provided later in the year.
Turning to our existing operations my third topic weve started formal negotiations in Ontario,
where the current collective agreement covering about 3,100 unionized employees expires at the end
of May 2006. Our goal in labour negotiations is the same as in day-to-day operations. We aim to
reach an agreement that is fair to our employees, while ensuring that our business can be efficient
and competitive in world markets.
Fourth, long-term underlying nickel market conditions are very favourable including strong demand
in stainless and non-stainless markets and limited supply growth. Peter Goudie will provide his
perspective shortly.
Fifth, our financial position remains very good and were generating strong cash flows. Bob Davies,
our CFO, will speak about this.
The sixth and last area that I will highlight is our offer for Falconbridge. We continue to meet
with authorities from the U.S. Department of Justice, or DOJ, and the European Commission, or EC,
and we believe that we have made progress in our efforts to obtain the required clearances. Our
recent meetings and ongoing discussions have focused on the terms of the remedy that these
authorities would require to address their competitive concerns about the transaction. We remain
optimistic that we will be able to reach mutually acceptable remedies with both agencies.
Once we obtain the remaining regulatory clearances, we will proceed with our offer for
Falconbridge. And the acquisition will transform Inco. Well become the worlds largest nickel
company and a leading copper company. Well diversify the metals we produce, where we produce them,
and where they are sold with the properties and the financing capacity to grow.
When we complete the acquisition, well be well prepared to succeed with our integration plan
achieving annual pre-tax synergies of $350 million by mid-2008, with a net present value of $2.5
billion at a discount rate of 7%. These
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synergies are real and uniquely available to Inco and Falconbridge, as we come together as one
company. Ive heard suggestions that this major undertaking could be done by a joint venture. That
sounds nice in theory but its not reality. Realizing the synergies in Sudbury will require major
changes in materials flows in the Sudbury Basin and important long-term commitments and investment,
which we believe are only possible through the combination of our two companies. It took about two
years of working together just to achieve the copper refining agreement between Inco and
Falconbridge we entered into in mid-2005. And very importantly, we need and want the backing of our
people both union and non-union and we have it. The Steelworkers are very supportive of our
deal. We also have strong support from all levels of governments in Canada.
The New Inco means excellent value opportunity for investors and even brighter prospects for our
future.
Now Bob Davies will review Incos first quarter financial results and position.
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Bob Davies
Thanks Scott.
Our adjusted net earnings for the quarter were $200 million, or $0.90 per share diluted, compared
to $242 million, or $1.09 per share diluted for Q1/05. The reconciling items to Canadian GAAP
earnings were insignificant this quarter. Key differences year-over-year were a stronger Canadian
dollar, which negatively affected costs, higher energy costs and interest expense, and lower
realized prices for nickel. These were partially offset by higher Inco-source deliveries and higher
by-product credits.
Inco-source and tolled nickel deliveries were up 9% to 130 million pounds, due to strong demand and
higher production levels. The Inco premium was $0.11 a pound higher than in Q1/05, primarily
because of a smaller unfavourable LME lag effect in Q1/06 relative to Q1/05. The 2006 first quarter
LME cash nickel price averaged $6.72 a pound, down from $6.97 during the first quarter of 2005.
Our results are strongly leveraged to key commodity prices and currencies.
The LME cash copper price averaged $2.24 a pound during the quarter, up from $1.48 a pound in Q1
2005. Our selling price was $2 a pound, since the sale of 46 million pounds of copper covered by
derivatives fixed the maximum price realization to us at $1.54 per pound. We have a further 17.2
million pounds of copper hedged in Q2/06, at the maximum realizable price of $1.54 a pound. We have
no copper hedges in place for the second half of 2006. On the screen you can see the balance of our
commodity hedges for 2006. Our adjusted Q1 effective tax rate was 35%, in line with our guidance.
For the full-year 2006 adjusted net earnings, the current First Call consensus of 19 analysts is a
mean of $3.86 per share. Thats based on a nickel price of $6.71 and a copper price of $2.02 for
the year. The year-to-date average nickel price is about $6.89 a pound and nickel was trading today
at over $8.25 a pound. Based on the price assumptions, we remain comfortable with this First Call
consensus for 2006.
In the 2006 first quarter we generated $303 million of cash from operations, before a working
capital increase of $101 million. Our cash position was $751 million at March 31. Our
debt-to-capitalization ratio was 26% at the end of the quarter compared to 28% at year end giving
us the financial strength needed to continue to grow.
At the First Call consensus 2006 mean LME cash nickel price of $6.71 a pound, we should generate
about $1.47 billion of cash flow from operations this year,
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before changes in working capital and capex. That is cash flow per share of about $6.60, assuming
223 million shares. At the year-to-date nickel price of $6.89 a pound, we should generate $1.52
billion of cash, or $6.80 cash flow per share. On a full-year basis, every $0.10 per year increase
in the nickel price, holding other factors constant, raises 2006 cash flow from operations by $27
million.
Capital expenditures for Q1 were $337 million, or $111 million more than in the 2005 period.
Increases reflected planned spending on Goro and higher sustaining capital, partially offset by
planned reduced spending for Voiseys Bay. Total 2006 capex should be $1.82 billion this year,
before partner and government funding. Sustaining capex will be about $315 million. Depreciation
and amortization should be $455 million this year and about $510 million in 2007.
Net capex funding needs will be about $1.5 billion after Girardin Act tax investor financing for
Goro, contributions from our Goro partners and government support for Voiseys Bay. Capex funding
requirements should decrease in future years.
Now Peter Jones will review Incos operations.
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Peter C. Jones
Thanks, Bob. During the first quarter our operations continued to do well.
Our Q1 nickel unit cash cost of sales, after by-product credits, was $2.59 per pound. That was
$0.05 above the 2005 Q1 due to a higher Canadian dollar, increased energy costs, greater spending
on supplies and higher employment costs, which were largely offset by the favourable impact on
costs of more nickel production, higher by-product credits and lower volumes of external feed.
Nickel unit cash cost of sales for processing our own mine production was $2.25 a pound for Q1.
In the second half of 2006, with the Voiseys Bay pipeline full, our overall nickel unit cash cost
of sales, after by-product credits, should be $2.20-to-$2.25 a pound.
For the full year, at consensus commodity price assumptions, we expect nickel unit cash cost of
sales, after by-product credits, to average $2.35-to-$2.40 per pound and, for processing our own
mine output, about $2.15-to-$2.20 a pound. In a period when all of us in the mining industry are
facing increased costs for energy, supplies and other inputs, our costs are going down. We are
realizing on our strategy to bring on new low-cost capacity and improve our operating position.
During Q1 2006 we produced 135 million pounds of nickel, including six million pounds of tolled
material. This was at the high end of the range of our February guidance and 11% greater than in Q1
2005, due to increased production at our operations and the tolled material.
Ontarios nickel output was 62 million pounds; five million pounds above last years Q1 due to
Voiseys Bay-source material and very good performance at the nickel refineries in Sudbury and
Clydach, Wales. The commissioning of the new oxygen plant is going well and, along with the fluid
bed roaster installation, sets the stage for better production reliability and consistency. We have
a three-week maintenance shutdown scheduled in July. Ontario output for the full year is expected
to be 248 million pounds, including from Voiseys Bay and external feed.
We produced 38 million pounds of finished nickel from PT Inco matte in the quarter, above Q1/05 due
to operational improvements and a steady power supply. We should meet our 2006 goal of 167 million
pounds of finished nickel from PT Inco matte.
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By building a third hydroelectric power facility, we plan to increase PT Incos production capacity
by 33% from the nameplate amount to 200 million pounds of nickel in matte annually by 2009, while
lowering annual cash costs by $0.10-to-$0.15 a pound and cutting energy supply risk. Major
construction is expected to begin about the middle of this year.
Manitobas 29 million pounds of production for the first quarter was in line with Q1/05. For the
first time, we will operate for an entire year without shutting down our processing facilities.
Nickel output should be 120 million pounds in 2006, including from Voiseys Bay and external feed.
During the quarter, we produced 34 million pounds of nickel in concentrate at Voiseys Bay. Given
the great ramp-up, our estimate for 2006 is about 120 million pounds of low-cost, high grade nickel
concentrates. During 2006, well process about 83 million pounds of this concentrate through
finished product at Sudbury and Thompson, as we fill the pipeline during the first half of this
year. At our demonstration plant at Argentia, Newfoundland, we successfully completed a 15-day
continuous and integrated operation campaign and achieved 97-to-98% metal extraction in the
autoclave.
For Inco as a whole, we expect Q2 production of 135-to-140 million pounds of nickel, including
5-to-10 million pounds of tolled material. Our 2006 production forecast remains at 565 million
pounds of nickel, including 30 million pounds of tolled material.
We produced 78 million pounds of copper products in Q1, 4% ahead of our February guidance, and we
should produce 85 million pounds of copper in Q2 including 15 million pounds of copper in
Voiseys Bay concentrate. Our 2006 target is 340 million pounds with 65 million pounds from
Voiseys Bay.
PGM production in Q1 was 86,000 ounces; above our 80,000-ounce guidance, but below the 112,000
ounces produced in Q1/05. We should produce 85,000 ounces of PGMs in Q2. We forecast full-year PGM
production at 400,000 ounces.
Now Peter Goudie will give an update on the nickel markets.
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Peter Goudie
Thanks Peter.
Here we are again with nickel prices over $17,000 per tonne for the third time in three years. This
is important and Ill come back to it. The other times, many market commentators described prices
as being driven by speculation and fund activity; in other words, bearing little relationship to
the fundamentals. And yet, as I said, here we are again. We have consistently believed that the
fundamentals pointed to strong markets. Our key point has been that nickel prices will continue to
be driven by the need to force demand in line with available supply. So here we are again. What we
are seeing is the market fundamentals in action: nothing more and nothing less.
This year has already exceeded our expectations. In February, we highlighted four key drivers for
the market in 2006: a strong rebound in global stainless production; a tightening scrap market;
exceptional non-stainless strength; and limited nickel supply growth, with low and falling
inventories. Have you noticed that LME stocks are down 23% from their February peak? Each of these
factors played an important role in Q1 and remains key to our view of 2006.
Stainless production growth has recovered faster than even we expected. As a result, we have
increased our production forecast by more than a full percentage point to 8.2%. We expect
stainless production in Q1 to surpass Q4 2005 by more than 11%, with strength across all markets
and most producers returning to full output levels. Japanese mills will increase melt rates into
the second quarter, following their March 31 fiscal yearend. And the story is more than just one of
increased production. The combination of a higher austenitic ratio and lower scrap ratio has
boosted primary nickel demand from stainless steel by more than 13% from the fourth quarter of
2005.
Reported shipments and order statistics give an indication of market strength. German orders set an
all-time record in the first quarter of this year, up 50% from Q4 and 60% from the prior year, as
consumers refill depleted pipelines and place new orders. Japanese orders showed double-digit
gains. We had expected some improvement in austenitic stainless and, in fact, austenitic ratios
seen so far this year have been even higher than we anticipated. As a result, we have boosted our
forecast for 2006 by a full percentage point.
The scrap market has tightened in line with expectations. Higher scrap prices, lower scrap imports
into key swing scrap markets such as Korea, Taiwan, and China and reduced exports from Russia
clearly demonstrate the tightness in the market.
We clearly see our stainless customers are increasing their nickel requirements this is a fact.
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Non-stainless demand remains at very good levels. We are struggling to meet our customer requests
for additional material in the plating and high nickel alloy markets, which continue to grow
solidly particularly in the energy and aerospace segments.
Supply growth remains consistent with expectations. All producers are operating at or near
capacity, and there is downside risk to supply from potential labour or operational disruptions.
This leaves me concerned that supply may disappoint us.
Our outlook for the rest of 2006 is very strong. There is always the potential for second half
weakness in the market, which occurred last year, but several factors suggest that this risk is
quite low.
Stainless inventories at the beginning of 2006 were well below prior year peak levels in a number
of areas. For example, inventories at U.S. service centers declined by 120,000 tonnes alone, and by
40% at the main stockist markets in China.
Industrial production leading indicators and global industrial production improved during Q1 which,
given the correlation with nickel demand, will lead to higher underlying nickel and stainless
demand growth. At the outset of 2005, the OECD leading indicator had been falling for a year.
All of the new stainless production capacity for 2006 comes online during the second half of the
year more than three million tonnes, beginning in June. Nickel requirements for new stainless
capacity are higher than for steady-state operations, as the supply chain feeding the stainless
mill and the customer must be filled. Most analysts have not fully incorporated the impact of this
into their forecasts.
In the medium term, nickel and stainless demand will benefit from several trends, including
continuing strength in high nickel alloys and, most importantly, the fact that we are entering the
`sweet spot on the Chinese stainless consumption curve. China is already a substantial stainless
consumer, at over four kilograms per capita, and this number will continue to grow at high
double-digit rates. China will at least duplicate Japans performance and reach nine kilograms per
capita by 2009. This growth alone is equivalent to about six million tonnes of stainless steel, or
180,000-to-240,000 tonnes of primary nickel. I hope Goro, Ravensthorpe, Onca Puma, and Vermelho are
developed on time; the market will require all of this nickel. As well, all of the Chinese
stainless production capacity being added in the next few years will be necessary. There may be
fluctuations in demand over a few quarters, but the market will need
all of this capacity by 2009.
Prices for many metals have increased sharply during the last 12 months, but, nickel prices and
austenitic stainless steel moved higher earlier in this cycle
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than almost every other metal. This is the third time in three years that nickel prices have been
above the $17,000 per tonne level. In the first quarter of 2003, I said that nickel prices would
have to rise to force demand in line with available supply through various substitution mechanisms.
Well, these mechanisms have been very effective and more than 100,000 tonnes of nickel demand has
been offset by substitution. In other words, substitution at these price levels has happened; the
price has been here before and the market has worked. Additional substitution effective in reducing
nickel demand will occur only when nickel prices rise to new levels in this cycle, or if prices
remain where they are for a while longer. Global industrial production growth in 2006 and nickel
demand growth is expected to exceed 6%, compared to supply growth of 3.5%. Demand substitution
will still be required over the next few years to keep the market in balance but the question is,
at what price?
Second, austenitic stainless steel, one of the worlds most useful and versatile materials, is now
as competitively priced as it has ever been. Stainless steel prices in the past quarter were less
than half those for copper and lower than aluminum. When nickel prices first crossed the $17,000
per tonne threshold, in January 2004, they were six times higher than copper and nine times more
than aluminum prices. The second time this nickel price level was breached in May 2005 nickel
prices were five times copper prices and almost ten times aluminum prices. Today nickel is less
than three times copper and less than seven times aluminum.
The substantial improvement in relative price competitiveness will have a positive impact on both
nickel and stainless demand. And it will also require a more substantial increase in nickel prices,
or a more sustained period at current price levels, to achieve the substitution required to bring
demand in line with supply. Do not misunderstand one thing; I repeat what I have said many times
over the past few years. This type of market means high volatility in prices.
In conclusion, 2006 began even more strongly that we anticipated, although our view was seen as
overly optimistic by many market commentators. This nickel market is about fundamentals. The
fundamentals are real and they are strong. So as I said at the beginning of my comments...here we are
again.
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Scott Hand
Thank you, Peter.
Ill summarize by reviewing the highlights.
We met or exceeded our targets for production and price premiums. Our operations had an excellent
quarter and were striving to produce every pound of nickel we can.
We will
begin a gradual restart of the Goro project on April 24 and are working to get the project back on track as soon as possible.
Voiseys Bay, Goro and the PT Inco expansion will significantly raise our low-cost
production and increase Incos earnings and cash flow.
As you heard from Peter Goudie, the fundamentals for nickel continue to be very strong.
Our financial position remains strong and our cash generation this year is impressive.
Finally were looking to a great future with our acquisition of Falconbridge. The New Inco will be
the leader in nickel and a great copper company with all of the resources necessary to grow and
deliver value to our shareholders.
We would now welcome your questions. May we have the first one, please?
Scotts Closing Comments
This is the end of our conference call/webcast. You can find our news release at
www.inco.com. We look forward to continuing to share our thoughts on Incos performance and
growth at the forefront of the global metals and mining industry.