Alcoa Announces Proposed Public Offering of Mandatory Convertible Preferred Stock

September 15, 2014

Alcoa (NYSE:AA) today announced that it has commenced an underwritten
public offering, subject to market and other conditions, of 25,000,000
of its depositary shares (“Depositary Shares”) (or up to 28,750,000
Depositary Shares if the underwriters of the offering exercise their
over-allotment option in full). Each Depositary Share represents a
1/10th interest in a share of Alcoa’s Class B Mandatory Convertible
Preferred Stock, Series 1, par value $1.00 per share (“Mandatory
Convertible Preferred Stock”), $500 liquidation preference per share of
Mandatory Convertible Preferred Stock (equivalent to $50 per Depositary

The Depositary Shares entitle the holders, through the depositary, to a
proportional fractional interest in the rights and preferences of the
shares of the Mandatory Convertible Preferred Stock underlying the
Depositary Shares, including conversion, dividend, liquidation and any
voting rights, subject to certain limited exceptions. Unless converted
earlier at the option of the holders or redeemed earlier at Alcoa’s
option, each share of Mandatory Convertible Preferred Stock will convert
automatically into a variable number of shares of Alcoa’s common stock
on October 1, 2017. The conversion rate will be determined by the price
of Alcoa’s common shares on that date. The dividend rate and the
conversion terms of the Mandatory Convertible Preferred Stock will be
determined by negotiations between Alcoa and the underwriters.

Alcoa intends to use the net proceeds of the offering, if completed, as
partial consideration to finance the previously announced proposed
acquisition of the Firth Rixson business and to pay related fees and
expenses. The completion of the offering is not contingent on the
completion of the acquisition.

Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC are
acting as joint book-running managers of the offering.

The offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (“SEC”). The
offering may be made only by means of a prospectus supplement and the
accompanying prospectus. Copies of the preliminary prospectus supplement
and accompanying prospectus relating to the offering may be obtained by
contacting: Morgan Stanley & Co. LLC, 180 Varick Street, New York, New
York 10014, Attention: Prospectus Department, telephone: (866) 718-1649;
Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, New
York 10010, Attention: Prospectus Department, telephone: (800) 221-1037.
These documents will also be filed with the SEC and will be available at
the SEC’s Web site at

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities, in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or

About Alcoa

Alcoa is a global leader in lightweight metals technology, engineering
and manufacturing. Alcoa’s innovative, multi-material products, which
include aluminum, titanium, and nickel, are used worldwide in aircraft,
automobiles, commercial transportation, packaging, building and
construction, oil and gas, defense, consumer electronics, and industrial
applications. Alcoa is also the world leader in the production and
management of primary aluminum, fabricated aluminum, and alumina
combined, through its active participation in all major aspects of the
industry: technology, mining, refining, smelting, fabricating, and

Cautionary Language Regarding Forward-Looking Statements

This press release contains statements about future events and
expectations, or “forward-looking statements,” all of which are
inherently uncertain. Alcoa has based these forward-looking statements
on management’s current expectations and assumptions and not on
historical facts. Examples of these statements include, but are not
limited to, Alcoa’s ability to complete the offering, our anticipated
use of proceeds from the offering, and our ability to close the proposed
Firth Rixson acquisition. These forward-looking statements involve a
number of risks and uncertainties. Among the important factors that
could cause actual results to differ materially from those indicated in
such forward-looking statements include prevailing market conditions and
other factors. For more information about potential risk factors that
could affect Alcoa and its results, we refer you to the information
contained in the prospectus supplement for this offering and the risk
factors summarized in our Form 10-K for the year ended December 31, 2013
and in our Forms 10-Q for the quarters ended March 31, 2014 and June 30,
2014. Alcoa undertakes no obligation to update the information contained
in this press release to reflect subsequently occurring events or

Investor Contact:
Kelly Pasterick, 212-836-2674
Media Contact:
Monica Orbe, 212-836-2632