Alcoa Commences Debt Offering, Announces Tender Offers to Enhance Maturity Profile of Company Debt

July 26, 2010

NEW YORK–Alcoa Inc. (NYSE:AA) announced today it will seek to enhance the
maturity profile of its debt through tender offers for several series of
outstanding notes and a concurrent public offering of senior unsecured
debt securities. In addition, the Company will repay debt maturing
August 1, 2010 using cash on hand.

Alcoa has commenced tender offers to purchase for cash:

  • Any and all of its 6.50% Notes due 2011 (the “Any and All Tender
    Offer”); and
  • Up to the Maximum Tender Amount (as defined below) of its outstanding
    6.00% Notes due 2012 and its 5.375% Notes due 2013; provided that the
    purchase of the 2013 Notes will be subject to an aggregate purchase
    limit of $50 million (the “Maximum Tender Offer”).

The “Maximum Tender Amount” is $750 million in cash less the aggregate
purchase price of the 2011 Notes accepted for purchase pursuant to the
Any and All Tender Offer. Alcoa will apply the Maximum Tender Amount
first to purchase 2012 Notes and then, to the extent any amounts remain,
Alcoa will apply the balance to purchase up to an aggregate purchase
price of the 2013 Notes equal to the lesser of (i) the remaining Maximum
Tender Amount and (ii) $50 million, in each case, subject to proration
as applicable.

The Tender Offers are being made upon and are subject to the terms and
conditions set forth in the Offer to Purchase dated July 26, 2010 (the
“Offer to Purchase”) and the related Letter of Transmittal.

Concurrently with the Tender Offers, Alcoa has commenced an underwritten
public offering under its effective shelf registration statement of
senior unsecured debt securities. Alcoa intends to fund the purchase of
the Notes accepted in the Tender Offers with the proceeds of the
issuance of the senior debt securities, together with cash on hand, as

Separately, Alcoa will repay its 7-3/8% Notes due August 1, 2010 at
their maturity with cash on hand.

The Any and All Tender Offer for the 2011 Notes will expire at 5:00
p.m., ET, on August 2, 2010 (the “Any and All Expiration Date”), and the
Maximum Tender Offer for the 2012 Notes and 2013 Notes will expire at
5:00 p.m., ET, on August 23, 2010 (the “Maximum Tender Expiration
Date”), in each case unless extended or earlier terminated.

Title of Security   ISIN  





Priority Level

  Dollars per $1,000 Principal
Amount of Securities


Tender Offer





Any and All Tender Offer

6.50% Notes due 2011

US013817AD35 013817AD3 $ 583,467,000 N/A $ 1,048.75 N/A N/A N/A
Maximum Tender Offer
6.00% Notes due 2012 US013817AF82 013817AF8 $ 516,709,000 1 $ 1,042.50 $ 20.00 $ 1,062.50 N/A
5.375% Notes due 2013 US013817AH49 013817AH4 $ 600,000,000 2 $ 1,042.50 $ 20.00 $ 1,062.50 $ 50,000,000

Alcoa’s obligation to accept for payment and to pay for the Notes in any
of the Tender Offers is subject to the satisfaction or waiver of a
number of conditions, including (i) the satisfaction of the Financing
Condition (as defined in the Offer to Purchase) and (ii) specified other

Payments for Notes purchased will include accrued and unpaid interest
from and including the last interest payment date applicable to the
relevant series of Notes up to, but not including, the applicable
settlement date. The settlement dates are expected to be one business
day following the expiration date of the applicable Tender Offers.

Tenders of the 6.50% Notes due 2011 may be withdrawn at any time at or
prior to 5:00 p.m., ET, on August 2, 2010, but may not be withdrawn
thereafter. Tenders of the 6.00% Notes due 2012 and the 5.375% Notes due
2013 may be withdrawn at any time at or prior to 5:00 p.m., ET, on
August 6, 2010, but may not be withdrawn thereafter.

Banc of America Securities LLC and Citigroup Global Markets Inc. are
acting as Coordinating Dealer Managers and Deutsche Bank Securities Inc.
and UBS Securities LLC are acting as Co-Dealer Managers for the Tender
Offers. The Depositary and the Information Agent in all places other
than Luxembourg is Global Bondholder Services Corporation. The
Luxembourg Agent is Deutsche Bank Luxembourg S.A. Copies of the Offer to
Purchase, Letter of Transmittal and related offering materials are
available by contacting the Information Agent at 866-804-2200 or the
Luxembourg Agent at 00352-421-22-639. Questions regarding the Tender
Offers should be directed to Banc of America Securities LLC, Debt
Advisory Services at (980) 388-9217 (collect) or (888) 292-0070
(toll-free), Citigroup Global Markets Inc., Liability Management Group
at (800) 558-3745 (toll-free) or 212-723-6106 (collect), Deutsche Bank
Securities Inc., Liability Management Group at (212) 250-2955 (collect)
or (866) 627-0391 (toll-free) or UBS Securities LLC, Liability
Management Group at (203) 719-4210 (collect) or (888) 719-4210)

This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The tender offers
are being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law. The notes offering
is being made only by means of a prospectus and related prospectus
supplement, which may be obtained by visiting the SEC’s website at
or by contacting (i) Banc of America Securities LLC, toll-free at (800)
294-1322, (ii) Citigroup Global Markets Inc., toll-free at (877)
858-5407, (iii) Deutsche Bank Securities Inc., toll-free at (800)
503-4611, or (iv) UBS Securities LLC, toll-free at (888) 719-4210.

About Alcoa

Alcoa is the world’s leading producer of primary aluminum, fabricated
aluminum and alumina. In addition to inventing the modern-day aluminum
industry, Alcoa innovation has been behind major milestones in the
aerospace, automotive, packaging, building and construction, commercial
transportation, consumer electronics and industrial markets over the
past 120 years. Among the solutions Alcoa markets are flat-rolled
products, hard alloy extrusions, and forgings, as well as Alcoa® wheels,
fastening systems, precision and investment castings, and building
systems in addition to its expertise in other light metals such as
titanium and nickel-based super alloys. Sustainability is an integral
part of Alcoa’s operating practices and the product design and
engineering it provides to customers. Alcoa has been a member of the Dow
Jones Sustainability Index for eight consecutive years and approximately
75 percent of all of the aluminum ever produced since 1888 is still in
active use today. Alcoa employs approximately 59,000 people in 31
countries across the world. More information can be found at

Forward-Looking Statements

This release contains statements that relate to future events and
expectations and, as such, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,”
“projects,” “should,” “targets,” “will,” or other words of similar
meaning. All statements that reflect Alcoa’s expectations, assumptions,
or projections about the future other than statements of historical fact
are forward-looking statements, including, without limitation,
anticipated financial results or operating performance or achievement of
enhancements in debt maturity profile. Forward-looking statements are
subject to a number of known and unknown risks, uncertainties, and other
factors and are not guarantees of future performance. Actual results,
performance, or outcomes may differ materially from those expressed in
or implied by those forward-looking statements. Important factors that
could cause actual results to differ materially from those in the
forward-looking statements include: (a) material adverse changes in
aluminum industry conditions, including global supply and demand
conditions and fluctuations in London Metal Exchange-based prices for
primary aluminum, alumina and other products; (b) unfavorable changes in
general business and economic conditions; (c) disruptions or volatility
in the global financial markets; and (d) the other risk factors
summarized in Alcoa’s Form 10-K for the year ended December 31, 2009,
Forms 10-Q for the quarters ended March 31, 2010 and June 30, 2010, and
other reports filed with the Securities and Exchange Commission. Alcoa
disclaims any obligation to update publicly any forward-looking
statements, whether in response to new information, future events or
otherwise, except as required by applicable law.