Bond Howmet Aerospatial 5.87% ( US013817AQ48 ) in USD

Howmet Aerospatial

100 % ▼

United States

US013817AQ48 ( in USD )

5.87% per year ( payment 2 times a year)

23/02/2022 - Bond has expired

Prospectus brochure of the bond Howmet Aerospace US013817AQ48 in USD 5.87%, expired

100 000 USD

627 182 000 USD

013817AQ4

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

Howmet Aerospace is a leading global provider of advanced engineered products and services for the aerospace and industrial markets, specializing in titanium, nickel, and aluminum components.

The Bond issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AQ48, pays a coupon of 5.87% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/02/2022

The Bond issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AQ48, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AQ48, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus dated April 2, 2007
424B3 1 d424b3.htm PROSPECTUS DATED APRIL 2, 2007
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-141419

Alcoa Inc.
Offer to Exchange
$750,000,000
5.72% Notes due 2019
for
5.72% Notes due 2019
that have been registered under the Securities Act of 1933
and
$627,182,000
5.87% Notes due 2022
for
5.87% Notes due 2022
that have been registered under the Securities Act of 1933
We are offering, upon the terms and subject to the conditions described in this prospectus, to exchange the entire
outstanding principal amount of each of our series of 5.72% notes due 2019 and 5.87% notes due 2022, issued on
February 23, 2007 in a transaction that was exempt from registration under the Securities Act of 1933 (the "old
notes"), for an equal principal amount of new 5.72% notes due 2019 and new 5.87% notes due 2022, respectively
(the "new notes"). The form and terms of each series of the new notes are identical in all material respects to the
form and terms of the corresponding series of old notes except that the new notes (a) have been registered under
the Securities Act and, therefore, unlike the old notes, generally will be freely tradeable, (b) will bear a different
CUSIP number than the old notes, and (c) will not entitle their holders to rights under the registration rights
agreement (which includes provisions relating to an increase in the interest rate of the old notes under certain
circumstances set forth in the registration rights agreement). No public market currently exists for the new notes
and we do not intend to apply for their listing on any securities exchange or to arrange for them to be quoted on
any quotation system.
The new notes will be unsecured senior obligations of Alcoa and will rank equally with all of our unsecured and
unsubordinated indebtedness.

· This exchange offer will be open until 5:00 p.m., New York City time, on May 2, 2007 (the "expiration

date") unless we extend the offer.

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Prospectus dated April 2, 2007
· We will exchange all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m.,

New York City time, on the expiration date.

· Tenders of outstanding old notes may be withdrawn any time prior to 5:00 p.m., New York City time, on

the expiration date.

· The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered

for exchange; however, our obligation to accept old notes for exchange is subject to certain customary
conditions set forth in this prospectus and the related letter of transmittal.
See " Risk Factors" beginning on page 13 for a discussion of certain risks that you should consider
in connection with tendering your old notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is April 2, 2007.
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Prospectus dated April 2, 2007
Table of Contents
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

4
SUMMARY

5
RISK FACTORS

13
RATIO OF EARNINGS TO FIXED CHARGES

14
THE EXCHANGE OFFER

15
DESCRIPTION OF THE NEW NOTES

25
CERTAIN ERISA CONSIDERATIONS

39
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

40
PLAN OF DISTRIBUTION

46
LEGAL MATTERS

47
EXPERTS

47
Each holder of old notes wishing to accept this exchange offer must deliver the old notes to be exchanged,
together with the letter of transmittal that accompanies this prospectus and any other required documentation, to
the exchange agent identified in this prospectus. Alternatively, you may effect a tender of old notes by book-entry
transfer into the exchange agent's account at The Depository Trust Company. All deliveries are at the risk of the
holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this
prospectus and in the accompanying letter of transmittal.
You should rely only on the information contained in or incorporated by reference in this prospectus. We
have not authorized anyone to provide you with different information. We are not making an offer to
exchange the notes in any jurisdiction where the exchange offer is not permitted. You should not assume
that the information contained in this prospectus or the documents incorporated herein by reference is
accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
In this prospectus, references to "Alcoa," "the company," "we," "us" and "our" are to Alcoa Inc. and its
consolidated subsidiaries, and references to "dollars" and "$" are to United States dollars, unless otherwise noted.
This prospectus incorporates important business and financial information about Alcoa that is not included in or
delivered with the document. This incorporated information is filed with the Securities and Exchange Commission
("SEC"), as described on page 3 of this prospectus. You may receive a copy of any of these filings, at no cost, by
writing or telephoning us at: Alcoa Inc., 390 Park Avenue, New York, NY 10022-4608, Attention: Investor
Relations, telephone (212) 836-2674. To obtain timely delivery of documents incorporated by reference in
this prospectus, you must request such documents no later than April 25, 2007, or the date that is no later
than five business days before the expiration date.
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Prospectus dated April 2, 2007
We have filed a registration statement and related exhibits with the SEC to register the securities under the
Securities Act of 1933, as amended (the "Securities Act"). The registration statement contains additional
information about us and the securities we may issue. You may obtain copies of the registration statement,
including exhibits, at the address given in the preceding paragraph. You may also inspect the registration
statement and exhibits without charge at the office of the SEC at 100 F Street, N.E., Washington, D.C. 20549, and
you may obtain copies from the SEC at prescribed rates.
See "Where You Can Find More Information."

2
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Prospectus dated April 2, 2007
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public from the SEC's Internet web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's public reference room in Washington, D.C. located at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our common stock is listed and traded on the New York Stock Exchange. You may also
inspect the information we file with the SEC at our Internet web site at http://www.alcoa.com. However, the
information on our Internet web site is not a part of this prospectus.
The SEC allows us to "incorporate by reference" in this prospectus the information in the documents that we file
with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this prospectus, and information in documents
that we file later with the SEC will automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents
listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until completion of the exchange offer:

· Annual Report on Form 10-K for the year ended December 31, 2006 (referred to herein as the "2006 10-

K Report");

· Definitive proxy statement relating to Alcoa's annual meeting of shareholders to be held on April 20,

2007; and

· Current Reports on Form 8-K filed on January 19, 2007 (two filings), January 25, 2007, February 1,

2007, February 16, 2007, and March 1, 2007.
In each case, we are not incorporating any documents or information deemed to have been furnished and not filed
in accordance with SEC rules.
You may obtain a copy of any or all of the documents referred to above which have been or will be incorporated
by reference into this prospectus at no cost to you by writing or telephoning us at the following address:
Alcoa Inc.
390 Park Avenue
New York, New York 10022-4608
Attention: Investor Relations
Telephone: (212) 836-2674

3
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Prospectus dated April 2, 2007
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements can be identified by the
use of predictive, future-tense or forward-looking terminology, such as "anticipates," "believes," "estimates,"
"expects," "forecasts," "intends," "may," "projects," "should," "will" or other similar words. 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, forecasts concerning aluminum industry growth or
other trend projections, anticipated financial results or operating performance, and statements regarding Alcoa's
strategies, objectives, goals, targets, outlook, and business and financial prospects. Forward-looking statements are
subject to risks, contingencies and uncertainties 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. Alcoa disclaims any intention or obligation (other than as required by law) to update or revise any
forward-looking statements.
The following are some of the important factors that could cause Alcoa's actual results to differ materially from
those projected in any forward-looking statements:

· changes in economic conditions generally, especially an economic downturn in the key markets served

by Alcoa;

· changes in the global supply and demand conditions for aluminum, alumina and aluminum products;

· fluctuations in commodity prices, especially the price of aluminum on the London Metal Exchange;

· availability of power for Alcoa's operations and changes in energy prices, especially electricity and

natural gas;

· changes in raw materials costs and availability;

· political, economic and regulatory risks in the countries in which Alcoa operates or sells products,

including fluctuations in foreign currency exchange rates and interest rates;

· changes in laws and regulations, particularly those affecting environmental, health or safety compliance;

· outcomes of significant legal proceedings or investigations;

· factors affecting Alcoa's operations such as equipment outages, labor disputes, supply disruptions or

other unexpected events;

· changes in relationships with, or in the financial or business condition of, customers and suppliers; and

· changes in competitive conditions, including actions by competitors and developments in technology and

products.
The above list of factors is not exhaustive or necessarily in order of importance. Additional information
concerning factors that could cause actual results to differ materially from those in forward-looking statements
include those discussed in Part I, Item 1A of our 2006 10-K Report, and in our other periodic reports referred to
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Prospectus dated April 2, 2007
above under "Where You Can Find More Information."

4
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Prospectus dated April 2, 2007
Table of Contents
SUMMARY
The following summary highlights selected information in this prospectus and is therefore qualified by the more
detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all
the information that is important to you. This prospectus includes the basic terms of the exchange offer and the
new notes we are offering, as well as information regarding our business. In particular, you should carefully
consider the information set forth under "Forward-Looking Statements" and "Risk Factors." We urge you to
read carefully this entire prospectus and the other documents to which it refers.
Alcoa Inc.
Formed in 1888, Alcoa is a Pennsylvania corporation with its principal office at 390 Park Avenue, New York,
New York 10022-4608 (telephone number 212-836-2600).
Alcoa is the world's leading producer of primary aluminum, fabricated aluminum and alumina, and is active in all
major aspects of the industry: technology, mining, refining, smelting, fabricating and recycling. Aluminum is a
commodity that is traded on the London Metal Exchange and priced daily based on market supply and demand.
Aluminum and alumina represent approximately three-fourths of Alcoa's revenues, and the price of aluminum
influences the operating results of Alcoa. Non-aluminum products include precision castings, industrial fasteners,
consumer products, food service and flexible packaging products, plastic closures, and electrical distribution
systems for cars and trucks.
Alcoa is a global company operating in over 40 countries. Alcoa's products are used worldwide in aircraft,
automobiles, commercial transportation, packaging, consumer products, building and construction, and industrial
applications. Alcoa's consumer brands include, among others, Reynolds Wrap® foils and plastic wraps, Alcoa®
wheels and Baco® household wraps.
The Exchange Offer
On February 23, 2007, we issued $750,000,000 principal amount of our 5.72% notes due February 23, 2019
(which we refer to as the old 2019 notes) and $627,182,000 principal amount of our 5.87% notes due
February 23, 2022 (which we refer to as the old 2022 notes and together with the old 2019 notes, the old notes) in
exchange for (which we refer to as the previous exchange offers) $488,600,000 principal amount of our then
outstanding 7 3/8% notes due 2010, $416,533,000 principal amount of our then outstanding 6 1/2% notes due 2011,
and $483,291,000 principal amount of our then outstanding 6% notes due 2012 (which we may refer to
collectively as the previously outstanding notes).
In connection with the previous exchange offers, we entered into a registration rights agreement with the dealer
managers of the previous exchange offers for the benefit of the holders from time to time of the old notes.
Pursuant to the registration rights agreement, this exchange offer relates to the exchange of up to the entire
principal amount of the old 2019 notes for the new 2019 notes, and the entire principal amount of the old 2022
notes for the new 2022 notes. The new notes will be obligations of Alcoa entitled to the benefits of the same
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Prospectus dated April 2, 2007
indenture governing the old notes. The form and terms of each series of the new notes are identical in all material
respects to the form and terms of the corresponding series of old notes except as indicated below.
The Exchange Offer
We are offering to exchange up to $750,000,000 principal amount of our
5.72% notes due February 23, 2019, or new 2019 notes, which have
been registered under the Securities Act, for a like principal amount (and
in like denominations) of our old 5.72% notes due February 23, 2019,
which were issued on February 23, 2007 in a private offering.

5
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Prospectus dated April 2, 2007
Table of Contents

We are also offering to exchange up to $627,182,000 principal amount of our
5.87% notes due February 23, 2022, or new 2022 notes, which have been
registered under the Securities Act, for a like principal amount (and in like
denominations) of our old 5.87% notes due February 23, 2022, which were
issued on February 23, 2007 in the same private offering as the old 2019 notes.

Old notes must be tendered in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof.

In order to be exchanged, an outstanding old note must be properly tendered by
you and accepted by us. All outstanding old notes that are validly tendered and
not validly withdrawn will be accepted for exchange. As of the date of this
prospectus there are $750,000,000 aggregate principal amount of old 2019 notes
and $627,182,000 aggregate principal amount of old 2022 notes outstanding. We
will issue the new notes in exchange for validly tendered and not validly
withdrawn old notes promptly after the expiration date of this exchange offer.
Terms of the New Notes
The terms of each series of the new notes are substantially identical to
the terms of the corresponding series of old notes, and evidence the same
indebtedness, except that the new notes:

· will be registered under the Securities Act and, consequently, unlike the old

notes, will generally be freely tradeable by persons not affiliated with us;

· will not bear any legends restricting their transfer;

· will not be entitled to the rights which are applicable to the old notes under

the registration rights agreement, including provisions relating to the
payment of special interest under certain circumstances; and

· will bear a different CUSIP number from the corresponding series of old

notes.
Resale of the New Notes
Based on interpretations by the Staff of the SEC as set forth in a series of
no-action letters issued to third parties unrelated to us, we believe that
the new notes issued in this exchange offer may be offered for resale,
resold and otherwise transferred by you without compliance with the
registration and prospectus delivery requirements of the Securities Act
provided that:

· you are acquiring the new notes in the ordinary course of your

business;

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Local Disk
- #1">Prospectus dated April 2, 2007