Obligation Howmet Aerospatial 6.15% ( US013817AU59 ) en USD

Howmet Aerospatial

100 % ⇌

Etas-Unis

US013817AU59 ( en USD )

6.15% par an ( paiement semestriel )

15/08/2020 - Obligation échue

Prospectus brochure de l'obligation Howmet Aerospace US013817AU59 en USD 6.15%, échue

2 000 USD

1 000 000 000 USD

013817AU5

N/A

Howmet Aerospace est un fabricant mondial de pièces et de systèmes de haute technologie pour les marchés de l'aérospatiale et de l'énergie industrielle, spécialisé dans les alliages de métaux légers et les procédés de fabrication avancés.

L'Obligation émise par Howmet Aerospatial ( Etas-Unis ) , en USD, avec le code ISIN US013817AU59, paye un coupon de 6.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2020

Final Prospectus Supplement
Page 1 of 83
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-149623
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered
Registered
Per Unit
Offering Price Registration Fee (1)
6.150% Notes due 2020
$1,000,000,000
100%
$1,000,000,000
$71,300

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 2 of 83
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-149623

Prospectus Supplement
(To Prospectus dated March 10, 2008)

Alcoa Inc.
$1,000,000,000 6.150% Notes due 2020

We are offering $1,000,000,000 aggregate principal amount of our 6.150% Notes due 2020 (the "notes"). The notes will
bear interest at a rate of 6.150% per year, payable semi-annually in arrears on February 15 and August 15 of each year,
beginning on February 15, 2011, and will mature on August 15, 2020, unless earlier repurchased or redeemed. We may
redeem the notes in whole or in part at any time at the redemption price described in this prospectus supplement under
"Description of the Notes--Optional Redemption." If we experience a change of control repurchase event, we may be
required to offer to purchase the notes from holders.
The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future
unsecured and unsubordinated indebtedness. We expect that delivery of the notes will be made against payment therefor on
the day that is six business days following the date of this prospectus supplement (T+6).
Concurrently with this offering, and pursuant to a separate offer to purchase dated July 26, 2010, we are conducting
tender offers for any and all of our outstanding 6.50% Notes due June 1, 2011 and up to a maximum tender amount of our
outstanding 6.00% Notes due January 15, 2012 and 5.375% Notes due January 15, 2013. This offering is not conditioned
upon completion of the tender offers.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus supplement, as
well as the additional risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2009
and all subsequent filings under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
which are incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting
Proceeds to

Public

Discount
Alcoa
Per note (1)

99.871%
0.450%
99.421%
Total

$998,710,000
$4,500,000
$994,210,000
(1) Plus accrued interest from August 3, 2010, if settlement occurs after that date.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company and its
participants, including Clearstream and Euroclear, on or about August 3, 2010.

http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 3 of 83
Bookrunners

BofA Merrill Lynch Citi
Deutsche Bank Securities
UBS Investment Bank

Lead Co-Managers

Barclays Capital

Goldman, Sachs & Co.

Mitsubishi UFJ Securities

Co-Managers

ANZ Securities

BBVA Securities
BMO Capital Markets
BNP PARIBAS J.P. Morgan RBS

Managers

Banca IMI

BNY Mellon Capital Markets, LLC
COMMERZBANK
Credit Suisse Morgan Stanley
Nikko Bank (Luxembourg) S.A.

SOCIETE GENERALE The Williams Capital Group, L.P. US Bancorp
July 26, 2010
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 4 of 83
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-3
Where You Can Find More Information

S-4
Forward-Looking Statements

S-5
Summary

S-7
Risk Factors
S-11
Ratio of Earnings to Fixed Charges
S-14
Use of Proceeds
S-14
Description of the Notes
S-15
Certain United States Federal Income Tax Considerations
S-25
Underwriting
S-29
Legal Matters
S-32
Experts
S-32
Prospectus

Page
About this Prospectus

3
Where You Can Find More Information

3
Alcoa Inc.

5
Alcoa Trust I

5
Risk Factors

6
Forward-Looking Statements

6
Ratio of Earnings to Fixed Charges

7
Use of Proceeds

7
Description of Senior Debt Securities

8
Description of Subordinated Debt Securities

22
Description of Preferred Stock

30
Description of Common Stock

34
Description of Warrants

37
Description of Stock Purchase Contracts and Stock Purchase Units

39
Description of Trust Preferred Securities and Trust Guarantee

40
Plan of Distribution

44
Legal Matters

46
Experts

46
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 5 of 83
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes certain matters relating to us
and this offering. The second part, the accompanying prospectus dated March 10, 2008, gives more general information
about securities we may offer from time to time, some of which may not apply to the notes offered by this prospectus
supplement and the accompanying prospectus. For information about the notes, see "Description of the Notes" in this
prospectus supplement and "Description of Senior Debt Securities" in the accompanying prospectus.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone
to give you any other information, and we take no responsibility for any other information that others may give you. We are
not, and the underwriters are not, making an offer of these notes in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or the
documents incorporated by reference in this prospectus supplement or the accompanying prospectus 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.
Before you invest in the notes, you should read the registration statement described in the accompanying prospectus
(including the exhibits thereto) of which this prospectus supplement and the accompanying prospectus form a part, as well as
this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The documents incorporated by reference are described in this prospectus
supplement under "Where You Can Find More Information."
If the information set forth in this prospectus supplement varies in any way from the information set forth in the
accompanying prospectus, you should rely on the information contained in this prospectus supplement. If the information set
forth in this prospectus supplement varies in any way from the information set forth in a document we have incorporated by
reference, you should rely on the information in the more recent document.
Unless indicated otherwise, or the context otherwise requires, references in this document 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.

S-3
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 6 of 83
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Our SEC filings are available to the public from the SEC's 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 (the "NYSE"). You may also
inspect the information we file with the SEC at the NYSE's offices at 20 Broad Street, New York, New York 10005.
Information about us is also available at our Internet site at http://www.alcoa.com. The information on our Internet site is not
a part of this prospectus supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying 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 supplement
and the accompanying 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 supplement and
the accompanying prospectus. We incorporate by reference in this prospectus supplement and the accompanying 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 we sell all of the securities that may be offered
by this prospectus supplement:

· Annual Report on Form 10-K for the year ended December 31, 2009;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010; and

· Current Reports on Form 8-K filed on January 25, 2010, January 27, 2010, February 23, 2010, April 5, 2010 (two

reports), April 27, 2010 and July 23, 2010.
We are not incorporating, in any case, 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 supplement and the accompanying prospectus (including exhibits specifically incorporated by
reference in those documents), as well as a copy of the registration statement of which the accompanying prospectus is a part
and its exhibits, at no cost to you by contacting us as follows:
Alcoa Inc.
390 Park Avenue
New York, New York 10022-4608
Attention: Investor Relations
Telephone: (212) 836-2674

S-4
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 7 of 83
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (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, aluminum end-market demand or other trend projections, anticipated financial results or
operating performance, anticipated achievement of 2010 cash sustainability targets, 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:

· Material adverse changes in aluminum industry conditions generally, including global supply and demand

conditions for aluminum, alumina and aluminum products;

· Fluctuations in commodity prices, especially London Metal Exchange ("LME")-based prices for primary

aluminum, alumina and other products;

· Uncertainties regarding the strength or sustainability of an economic recovery; the risks of another global economic
downturn and of disruptions in the financial and credit markets; the effects of government intervention into the

markets to address the recent financial crisis (including, among other things, regulatory and legislative changes and
changes in tax policy); and their impact on Alcoa;

· Unfavorable changes in the key markets served by Alcoa, including the automotive and commercial transportation,

aerospace, building and construction, packaging, industrial gas turbine, distribution, oil and gas, defense and other
markets;

· The impact of changes in foreign currency exchange rates on Alcoa's costs and results, particularly the Australian

dollar, Brazilian real, Canadian dollar and euro, as some important raw materials are purchased in other currencies
while products are generally sold in U.S. dollars;

· Significant increases in power or energy costs, including electricity, natural gas and fuel oil, or interruption or

unavailability of energy supplies for Alcoa's operations;

· Significant increases in the costs of other raw materials, including carbon products, caustic soda and other key

inputs;

· Alcoa's inability to achieve the level of cost reductions, cash generation or conservation, return on capital

improvement, improvement in profitability and margins, or strengthening of operations anticipated from its cash
sustainability, productivity improvement and other initiatives;

· Alcoa's inability to successfully implement or realize expected benefits from its growth projects in Brazil, China,
Russia and other countries or its joint ventures and strategic alliances, in each case as planned, within budget and
by targeted completion dates, including, without limitation, the greenfield Juruti bauxite mine, the São Luís

refinery expansion, the hydroelectric power construction projects in Brazil, and the joint venture with Ma'aden for
the development, construction, ownership, and operation of an integrated bauxite mine, alumina refinery,
aluminum smelter, and rolling mill in Saudi Arabia;

· Further downgrades in Alcoa's credit ratings, material increases in Alcoa's cost of borrowing, an inability to access

the credit or capital markets, or the failure of financial institutions to fulfill their commitments to Alcoa under
committed credit facilities;

S-5
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 8 of 83
Table of Contents
· Political, economic and regulatory risks in the countries in which Alcoa operates or sells products, including

changes in interest rates or unfavorable changes in laws and governmental policies;

· Outcomes of contingencies, including legal proceedings, government investigations and environmental remediation

matters;

· Changes in tax rates or benefits;

· Uncertainties regarding the impact of climate change, climate change regulations or greenhouse effects;

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

partners;

· Effects of changes in Alcoa's pricing strategy for the aluminum can sheet market in North America;

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

developments in products, including customer acceptance of aluminum in substitution for competing materials;

· Declines in the rate used to discount future estimated liabilities and expenses for pensions and other post-retirement

benefits or in the rate of return on plan assets, or changes in employee workforce assumptions used for such
estimates; and

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

unexpected events.
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
under "Risk Factors" beginning on page S-11 of this prospectus supplement, in "Forward-Looking Statements" on page 6 of
the accompanying prospectus, and in our periodic reports referred to in "Where You Can Find More Information" above,
including in the following sections of our Annual Report on Form 10-K for the year ended December 31, 2009: Part I,
Item 1A (Risk Factors); Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of
Operations), including the disclosures under Segment Information and Critical Accounting Policies and Estimates; and Note
N (Commitments and Contingencies) and Note X (Derivatives and Other Financial Instruments) to the Consolidated
Financial Statements in Part II, Item 8 (Financial Statements and Supplementary Data).

S-6
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 9 of 83
Table of Contents
SUMMARY
This summary contains basic information about us and the offering. Because it is a summary, it does not contain all
of the information that you should consider before investing in the notes. You should read this entire prospectus
supplement and the accompanying prospectus carefully, including the section entitled "Risk Factors," our financial
statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying
prospectus, and other documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, before making an investment decision.
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 leader in the production and management of primary aluminum, fabricated aluminum, and
alumina combined, through its active and growing participation in all major aspects of the industry: technology, mining,
refining, smelting, fabricating and recycling. Aluminum is a commodity that is traded on the LME and priced daily based
on market supply and demand. Aluminum and alumina represent more than three-fourths of Alcoa's revenues, and the
price of aluminum influences the operating results of Alcoa. Nonaluminum products include precision castings and
aerospace and industrial fasteners. Alcoa's products are used worldwide in aircraft, automobiles, commercial
transportation, packaging, building and construction, oil and gas, defense, and industrial applications.
Concurrent Debt Tender Offers
On July 26, 2010, we commenced offers to purchase for cash (1) any and all of our outstanding 6.50% Notes due
June 1, 2011 (the "2011 Notes") (the "Any and All Tender Offer") and (2) up to the Maximum Tender Amount (as
defined below) of our outstanding 6.00% Notes due January 15, 2012 (the "2012 Notes") and our outstanding 5.375%
Notes due January 15, 2013 (the "2013 Notes") (the "Maximum Tender Offer" and, together with the Any and All
Tender Offer, the "Tender Offers"); provided that the purchase of the 2013 Notes will be subject to an aggregate
purchase sublimit of $50 million (the "Maximum Purchase Sublimit"). 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. We will apply the Maximum Tender Amount first to purchase 2012 Notes and then, to the extent any amounts
remain, we 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) the Maximum Purchase Sublimit, subject, in each case, to proration
as applicable. We intend to fund the purchase of the 2011 Notes, 2012 Notes and 2013 Notes (collectively, the
"Outstanding Notes") in the Tender Offers with the net proceeds from this offering, together with cash on hand to the
extent that the aggregate purchase price for the Outstanding Notes tendered in the Tender Offers exceeds the net
proceeds from this offering.
As of the date of this prospectus supplement, $583.5 million aggregate principal amount of the 2011 Notes, $516.7
million aggregate principal amount of the 2012 Notes, and $600 million aggregate principal amount of the 2013 Notes
were outstanding. The Tender Offers are being made on the terms and subject to the conditions described in the offer to
purchase, dated July 26, 2010, relating to the Tender Offers (the "Offer to Purchase"). The Tender Offers are conditioned
upon the satisfaction or waiver of certain conditions, including (i) the satisfaction of the Financing Condition (as defined
in the Offer to Purchase) and (ii) specified other conditions. The Tender Offers are being made solely pursuant to, and
are governed by, the Offer to Purchase. We cannot assure you that the Tender Offers will be consummated in accordance
with their respective terms, or at all, or that a significant principal amount of the Outstanding Notes will be tendered and
purchased in the Tender Offers. This offering is not conditioned upon the consummation of the Tender Offers.

S-7
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010

Final Prospectus Supplement
Page 10 of 83
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all of the information that may be important to you. For a more complete understanding of the notes, you should
read the section of this prospectus supplement entitled "Description of the Notes." For purposes of this summary and the
"Description of the Notes," references to "the company," "Alcoa," "issuer," "we," "our" and "us" refer only to Alcoa
Inc. and not to its subsidiaries.

Issuer
Alcoa Inc.

Notes
$1,000,000,000 aggregate principal amount of 6.150% Notes due 2020.

Maturity
August 15, 2020, unless earlier repurchased or redeemed.

Interest
6.150% per year. Interest will accrue from August 3, 2010, and will be
payable semi-annually in arrears on February 15 and August 15 of each
year, commencing on February 15, 2011.

Further Issuances
We may create and issue further notes ranking equally and ratably with the
notes offered by this prospectus supplement in all respects, so that such
further notes will be consolidated and form a single series with the notes
offered by this prospectus supplement and will have the same terms as to
status, redemption or otherwise.

Optional Redemption
We may redeem the notes, in whole or in part, at any time and from time
to time at the redemption prices described herein under the caption
"Description of the Notes--Optional Redemption."

Offer to Repurchase Upon a Change of
If a change of control repurchase event occurs with respect to the notes, we
Control Repurchase Event
will be required, subject to certain conditions, to offer to repurchase the
notes at a purchase price equal to 101% of the principal amount, plus
accrued and unpaid interest to the date of repurchase. See "Description of
the Notes--Change of Control Repurchase Event."

Covenants
Other than as described in the accompanying prospectus under
"Description of Senior Debt Securities -- Certain Limitations -- Liens"
and "--Sale and Leaseback Arrangements," the notes do not contain any
restrictive covenants and we are not restricted from paying dividends or
issuing or repurchasing our other securities.

Events of Default
If there is an event of default under the notes, the principal amount of the
notes, plus accrued and unpaid interest, may be declared immediately due
and payable. These amounts automatically become due and payable if an
event of default relating to certain events of bankruptcy, insolvency or
reorganization occurs.

Ranking
The notes will be our general unsecured obligations that will rank senior in
right of payment to any of our future indebtedness that is

S-8
http://www.sec.gov/Archives/edgar/data/4281/000119312510167088/d424b5.htm
7/27/2010