Obligation Arconic Inc 5.125% ( US013817AW16 ) en USD

Arconic Inc

99.68 % ▲

Etas-Unis

US013817AW16 ( en USD )

5.125% par an ( paiement semestriel )

30/09/2024

Prospectus brochure de l'obligation Arconic Inc US013817AW16 en USD 5.125%, échéance 30/09/2024

2 000 USD

1 250 000 000 USD

013817AW1

BB+ ( Spéculatif )

Ba3 ( Spéculatif )

01/10/2024 ( Dans 164 jours )

L'Obligation émise par Arconic Inc ( Etas-Unis ) , en USD, avec le code ISIN US013817AW16, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2024

L'Obligation émise par Arconic Inc ( Etas-Unis ) , en USD, avec le code ISIN US013817AW16, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Arconic Inc ( Etas-Unis ) , en USD, avec le code ISIN US013817AW16, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d789004d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
File pursuant to Rule 424(b)(5)
Registration Statement No. 333-197371

Prospectus Supplement
(To Prospectus dated July 30, 2014)

Alcoa Inc.
$1,250,000,000 5.125% Notes due 2024

We are offering $1,250,000,000 aggregate principal amount of 5.125% notes due 2024 (the "Notes"). The Notes will bear interest at a rate of 5.125% per
year. We will pay interest on the Notes semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2015. The Notes will mature on
October 1, 2024, unless earlier repurchased or redeemed.
The Notes will be our senior unsecured obligations and will rank equally with all of our other existing and future unsecured and unsubordinated
indebtedness.
This offering is part of the financing for the Acquisition (as defined herein) and related fees and expenses. We expect the remainder of the funds for the
Acquisition to come from the Mandatory Convertible Preferred Stock Offering, as defined herein, if completed, or we may also borrow under the Bridge
Facility (as defined herein) or our revolving credit facilities or issue commercial paper to finance the Acquisition if this offering or the Mandatory Convertible
Preferred Stock Offering are not completed or if the net proceeds from this offering and the Mandatory Convertible Preferred Stock Offering are less than the
aggregate amount of the cash purchase price of the Acquisition and related fees and expenses. For a more detailed discussion, see "Use of Proceeds." This
offering is not contingent on the completion of the Acquisition, which, if completed, will occur subsequent to the closing of this offering. In the event that the
Acquisition is not completed on or before April 1, 2015 at 5:00 p.m. (New York City time), or, if prior to such time, the Purchase Agreement (as defined
herein) is terminated, other than in connection with the consummation of the Acquisition and is not otherwise amended or replaced, we will be required to
redeem the Notes, in whole but not in part, as described in this prospectus supplement under "Description of the Notes--Mandatory Redemption Upon
Acquisition Termination." Additionally, we may redeem the Notes at our option prior to maturity, in whole or in part, at any time at the redemption prices
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.
As previously announced, we are offering, by means of a separate prospectus supplement and accompanying prospectus, 25,000,000 depositary shares (or
28,750,000 depositary shares if the underwriters exercise in full their overallotment option to purchase additional depositary shares), each representing a 1/10th
interest in a share of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1 (such offering, the "Mandatory Convertible Preferred Stock Offering").
The Mandatory Convertible Preferred Stock Offering is expected to close on September 22, 2014. This offering is not contingent on the completion of the
Mandatory Convertible Preferred Stock Offering or on the completion of the Acquisition. This prospectus supplement is not an offer to sell or a solicitation of
an offer to buy any securities being offered in the Mandatory Convertible Preferred Stock Offering.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.
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.

Underwriting
Price to
Discount and
Proceeds Before

Public (1)

Commissions
Expenses to Alcoa
Per Note

100.000%

1.000%

99.000%
Total

$1,250,000,000
$ 12,500,000
$
1,237,500,000

(1) Plus accrued interest, if any, from September 22, 2014, 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 (each as defined herein), on or about September 22, 2014.

Joint Book-Running Managers
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Prospectus Supplement

Morgan Stanley

Credit Suisse

Citigroup
Goldman, Sachs & Co.

J.P. Morgan

Lead Managers

BNP PARIBAS

MUFG

RBC Capital Markets
RBS

Co-Managers

ANZ Securities

Banca IMI

BB Securities Ltd.
BBVA

BNY Mellon Capital Markets, LLC

Bradesco BBI
Credit Agricole CIB

Mizuho Securities

PNC Capital Markets LLC
Sandler O'Neill + Partners, L.P.

SOCIETE GENERALE

SMBC Nikko
Standard Chartered Bank

TD Securities

The Williams Capital Group, L.P.

US Bancorp

September 17, 2014
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement
S-ii
Notice to Prospective Investors in the European Economic Area and the United Kingdom
S-ii
Where You Can Find More Information
S-iii
Note Regarding Forward-Looking Statements
S-v
Prospectus Supplement Summary
S-1
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
S-7
Risk Factors
S-8
Use of Proceeds
S-14
Capitalization
S-15
Description of the Notes
S-16
Certain United States Federal Income Tax Considerations
S-26
Underwriting
S-30
Legal Matters
S-33
Independent Registered Public Accounting Firm
S-33
Prospectus

About This Prospectus

3
Where You Can Find More Information

4
Alcoa Inc.

5
Risk Factors

5
Forward-Looking Statements

5
Ratio of Earnings to Fixed Charges

7
Use of Proceeds

8
Description of Senior Debt Securities

9
Description of Subordinated Debt Securities

22
Description of Preferred Stock

29
Description of Depositary Shares

33
Description of Common Stock

36
Description of Warrants

38
Description of Stock Purchase Contracts and Stock Purchase Units

40
Plan of Distribution

41
Legal Matters

43
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Independent Registered Public Accounting Firm

43

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of 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, gives more general information about securities we may offer from time to time, some of
which may not apply to the securities offered by this prospectus supplement.
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 securities 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 carefully read this prospectus supplement and the accompanying prospectus. You should also read
the documents we have referred you to under "Where You Can Find More Information" for information about us. The shelf registration statement
described in the accompanying prospectus, including the exhibits thereto, can be read at the website of the Securities and Exchange Commission
(the "SEC") or at the SEC's Public Reference Room as described 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," "issuer," "we," "us"
and "our" are to Alcoa Inc. and its consolidated subsidiaries, and references to "dollars" and "$" are to United States dollars.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
In any European Economic Area Member State that has implemented the Prospectus Directive (a "Relevant Member State"), this
communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus
Directive.
This prospectus supplement and accompanying prospectus have been prepared on the basis that any offer of the Notes in any Relevant
Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the
Notes. Accordingly, any person making or intending to make any offer within the European Economic Area of the Notes, which are the subject of
the offering contemplated in this prospectus supplement, may only do so in circumstances in which no obligation arises for Alcoa or any of the
underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither Alcoa nor the underwriters
have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for Alcoa or the
underwriters to publish a prospectus for such offer.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

S-ii
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Each person in a Relevant Member State who receives any communication in respect of, or who acquires any Notes under, the offer
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Prospectus Supplement
contemplated in this prospectus supplement will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

(a)
it is a qualified investor as defined in the Prospectus Directive; and

(b)
in the case of any Notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the
Notes acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in

circumstances in which the prior consent of the underwriters has been given to the offer or resale; or (ii) where the Notes have been
acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Notes to it is not
treated under the Prospectus Directive as having been made to such persons.
For the purposes of this representation, the expression an "offer" in relation to any Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and any Notes to be offered so as to enable an
investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing
the Prospectus Directive in that Relevant Member State.
This communication is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all
such persons together being referred to as "Relevant Persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act
or rely on this document or any of its 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 website at http://www.sec.gov. Please note that the SEC's website is included in this prospectus supplement and the
accompanying prospectus as an inactive textual reference only. The information contained on the SEC's website is not incorporated by reference
into this prospectus supplement or the accompanying prospectus and should not be considered to be part of this prospectus supplement or the
accompanying prospectus, except as described in the following paragraph. 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 operation of 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, or incorporated by reference in, this prospectus supplement or the accompanying prospectus. Please note that we have included our website
address in this prospectus supplement solely as an inactive textual reference.
The rules of the SEC allow 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

S-iii
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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 (except that we are not incorporating by
reference, in any case, any document or information that is not deemed to be "filed" and that is not specifically incorporated by reference in this
prospectus):

· Our Annual Report on Form 10-K for the year ended December 31, 2013;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014;

· Our Definitive Proxy Statement on Form DEF 14A filed on March 18, 2014; and

· Our Current Reports on Form 8-K filed January 10, 2014 (Item 1.01 and Exhibit 99.1 of Item 9.01), January 21, 2014, January 23,
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2014, February 21, 2014, March 18, 2014, April 14, 2014 (Item 8.01), May 8, 2014 (Item 5.07), June 27, 2014 (Items 1.01 and 3.02 and

Exhibits 2.1, 10.1 and 10.2 of Item 9.01), July 31, 2014, August 25, 2014, September 15, 2014 and September 17, 2014 (of which there
are two).
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 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

S-iv
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NOTE REGARDING 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. Forward-looking
statements include those containing such words as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "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, forecasts
concerning aluminum industry growth or other trend projections, anticipated financial results or operating performance, targeted or planned
schedules for completion and start-up of growth projects, statements regarding the proposed acquisition of the Firth Rixson business, including the
expected benefits of the transaction, expected synergies, and expected timing of the closing of the transaction, and statements about Alcoa's
strategies, objectives, goals, targets, outlook, and business and financial prospects. 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:

· material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London

Metal Exchange-based prices, and premiums, as applicable, for primary aluminum, alumina, and other products, and fluctuations in
index-based and spot prices for alumina;

· global economic and financial market conditions generally, including the risk of another global economic downturn and uncertainties

regarding the effects of sovereign debt issues or government intervention into the markets to address economic conditions;

· unfavorable changes in the markets served by Alcoa, including automotive and commercial transportation, aerospace, building and

construction, packaging, oil and gas, defense, and industrial gas turbine;

· the impact of changes in foreign currency exchange rates on costs and results, particularly the Australian dollar, Brazilian real,

Canadian dollar, euro, and Norwegian kroner;

· increases in energy costs, including electricity, natural gas, and fuel oil, or the unavailability or interruption of energy supplies;

· increases in the costs of other raw materials, including caustic soda or carbon products;

· Alcoa's inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal
discipline, or strengthening of competitiveness and operations (including moving its alumina refining and aluminum smelting businesses

down on the industry cost curves and increasing revenues and improving margins in its Global Rolled Products and Engineered
Products and Solutions segments) anticipated from its restructuring programs, cash sustainability, productivity improvement, and other
initiatives;

· Alcoa's inability to realize expected benefits, in each case as planned and by targeted completion dates, from sales of non-core assets,

or from newly constructed, expanded, or acquired facilities, including facilities supplying auto sheet capacity or aluminum-lithium
capacity, or from international joint ventures, including the joint venture in Saudi Arabia;

· Alcoa's failure to successfully implement, or to realize expected benefits from, new technologies, processes, equipment or innovative
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products, whether due to competitive developments, changes in the regulatory environment, trends and developments in the aerospace,
metals engineering and manufacturing sectors, or other factors;

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

laws and governmental policies, civil unrest, imposition of sanctions, expropriation of assets, and other events beyond Alcoa's control;

· the outcome of contingencies, including legal proceedings, government investigations, and environmental remediation;

· the outcome of negotiations with, the potential loss of, and the business or financial condition of, key customers, suppliers, and business

partners;

· adverse changes in tax rates or benefits;

· adverse changes in discount rates or investment returns on pension assets;

· the impact of cyber attacks and potential information technology or data security breaches;

· unexpected events, unplanned outages, supply disruptions, or failure of equipment or processes to meet specifications;

· risks associated with large infrastructure construction projects;

· the risk that the Firth Rixson business will not be integrated successfully or that such integration may be more difficult, time-

consuming or costly than expected, which could result in additional demands on Alcoa's resources, systems, procedures and controls,
disruption of its ongoing business and diversion of management's attention from other business concerns;

· failure to receive, delays in the receipt of, or unacceptable or burdensome conditions imposed in connection with, all required

regulatory approvals and the satisfaction of the closing conditions to the proposed acquisition of the Firth Rixson business; and

· the potential failure to retain key employees of Alcoa or Firth Rixson as a result of the proposed transaction or during integration of the

businesses.
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-8 of
this prospectus supplement, in "Forward-Looking Statements" beginning on page 5 of the accompanying prospectus, and in our periodic reports
referred to in "Where You Can Find More Information" above, including the risk factors summarized in our Annual Report on Form 10-K for the
year ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014. Alcoa
disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or
otherwise, except as required by applicable law.

S-vi
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PROSPECTUS SUPPLEMENT 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 making an investment decision. 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 the other documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, before making an investment decision. For a more detailed description of the offering, please
refer to the section entitled "Description of the Notes."
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).
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Prospectus Supplement
A global leader in lightweight metals technology, engineering and manufacturing, Alcoa innovates multi-material solutions that advance
our world. Our technologies enhance transportation, from automotive and commercial transport to air and space travel, and improve industrial
and consumer electronics products. We enable smart buildings, sustainable food and beverage packaging, high-performance defense vehicles
across air, land and sea, deeper oil and gas drilling and more efficient power generation. We pioneered the aluminum industry over 125 years
ago, and today, our 60,000 people in 30 countries deliver value-add products made of titanium, nickel and aluminum, and produce bauxite,
alumina and primary aluminum products.
Alcoa is a global company operating in 30 countries. Based upon the country where the point of sale occurred, the U.S. and Europe
generated 51% and 26%, respectively, of Alcoa's sales in 2013. In addition, Alcoa has investments and operating activities in, among others,
Australia, Brazil, China, Guinea, Iceland, Russia, and Saudi Arabia, all of which present opportunities for substantial growth. Governmental
policies, laws and regulations, and other economic factors, including inflation and fluctuations in foreign currency exchange rates and interest
rates, affect the results of operations in these countries.
Alcoa's Portfolio Transformation
Alcoa is continuing to execute on its strategy of transforming its portfolio by growing its value-add business to capture profitable growth
as a lightweight metals innovation leader and by creating a lower cost, competitive commodity business. We are investing in our value-add
manufacturing and engineering businesses to capture growth opportunities in strong end markets like automotive and aerospace. We also are
building out our value-add businesses, including by introducing innovative new products and technology solutions, and investing in
expansions of value-add capacity. From time to time, we also pursue growth opportunities that are strategically aligned with our objectives,
such as the acquisition of the Firth Rixson business discussed below. In addition, we are optimizing our rolling mill portfolio as part of our
strategy for profitable growth in our midstream business. At the same time, we are creating a competitive commodity business by taking
decisive actions to lower the cost base of our upstream operations, closing or curtailing high-cost global smelting capacity, optimizing alumina
refining capacity, and pursuing the sale of our interest in certain other operations as we continually review our portfolio. For example, on
August 25, 2014, we announced the permanent closure of our Portovesme primary aluminum smelter in Italy, which has been curtailed since
November 2012, because it is one of the highest cost smelters in the Alcoa system and not competitive.
The Acquisition
On June 25, 2014, we entered into an agreement (the "Purchase Agreement") with FR Acquisition Corporation (US), Inc., FR
Acquisitions Corporation (Europe) Limited, FR Acquisition Finance Subco (Luxembourg), S.à.r.l. (the "Seller"), and Oak Hill Capital Partners
III, L.P. and Oak Hill Capital Management

S-1
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Partners III, L.P. (collectively, the "Seller Representative"), to acquire the Firth Rixson business for an aggregate purchase price of $2.85
billion (the "Acquisition"), consisting of $500 million of our common stock (equivalent to 36,523,010 shares at a per share price of $13.69, as
determined in the Purchase Agreement) and $2.35 billion in cash, subject to a customary post-closing adjustment based on, among other
things, the amount of cash, debt and working capital in the Firth Rixson business at the closing date. In connection with the pending
Acquisition, on July 25, 2014, we entered into a 364-Day Bridge Term Loan Agreement providing for a $2.5 billion senior unsecured bridge
term loan facility (the "Bridge Facility").
Firth Rixson is a global leader in aerospace jet engine components and provides engineered products to the aerospace sector and other
industries requiring highly engineered material applications. The purpose of the Acquisition is to strengthen our aerospace business and
position us to capture additional aerospace growth with a broader range of high-growth, value-add jet engine components. The Acquisition is
strategically aligned with Alcoa's objective to continue to build our value-add businesses. The transaction is subject to customary conditions
and regulatory approvals and is expected to close by the end of 2014.
In connection with the Purchase Agreement, we also entered into an Earnout Agreement, dated as of June 25, 2014, with the Seller and
the Seller Representative, pursuant to which we agreed to make earn-out payments up to an aggregate maximum amount of $150 million to
the Seller, beginning after the closing of the Acquisition until December 31, 2020, with the amount of such payments to be determined based
on the post-closing financial performance of Firth Rixson's Savannah, Georgia facility.
We intend to use the net proceeds of this offering and, if completed, the Mandatory Convertible Preferred Stock Offering to finance the
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Acquisition and pay related fees and expenses. However, this offering is not contingent upon the completion of the Acquisition, which, if
completed, will occur subsequent to the closing of this offering. We may also borrow under the Bridge Facility or our revolving credit
facilities or issue commercial paper to finance the Acquisition if this offering or the Mandatory Convertible Preferred Stock Offering is not
completed or if the net proceeds from the offerings are less than the aggregate amount of the cash purchase price of the Acquisition and related
fees and expenses. For a more detailed discussion, see "Use of Proceeds."
We cannot assure you that the Acquisition will be completed or, if completed, that it will be completed within the time period or on the
terms and with the anticipated benefits contemplated by this prospectus supplement. The Purchase Agreement is included as Exhibit 2.1 to our
Current Report on Form 8-K, filed with the SEC on June 27, 2014, which is incorporated by reference herein. See "Risk Factors--Risks
Related to Our Pending Acquisition of Firth Rixson."
Financing of the Acquisition
In addition to this offering, we expect to obtain additional financing for the Acquisition and related fees and expenses as described
below.
Mandatory Convertible Preferred Stock Offering. As previously announced, we are offering, by means of a separate prospectus
supplement and accompanying prospectus, 25,000,000 depositary shares (or 28,750,000 shares if the underwriters exercise in full their
overallotment option to purchase additional depositary shares), each representing a 1/10th interest in a share of 5.375% Class B Mandatory
Convertible Preferred Stock, Series 1 in the Mandatory Convertible Preferred Stock Offering. This prospectus supplement is not an offer to
sell or a solicitation of an offer to buy any securities being offered in the Mandatory Convertible Preferred Stock Offering.
We expect the remainder of the funds for the Acquisition to come from the Mandatory Convertible Preferred Stock Offering, if
completed, or we may also borrow under the Bridge Facility or our revolving credit facilities or issue commercial paper to finance the
Acquisition if this offering or the Mandatory Convertible

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Preferred Stock Offering is not completed or if the net proceeds from this offering and the Mandatory Convertible Preferred Stock Offering are
less than the aggregate amount of the cash purchase price of the Acquisition and related fees and expenses.
If the Acquisition is not completed on or before April 1, 2015 at 5:00 p.m. (New York City time), or, if prior to such time, the Purchase
Agreement is terminated, other than in connection with the consummation of the Acquisition and is not otherwise amended or replaced, the
Notes issued in this offering will be required to be redeemed, in whole but not in part. Additionally, if the Acquisition is not completed on or
before April 1, 2015 at 5:00 p.m. (New York City time) or, if the Purchase Agreement is terminated or we determine in our reasonable
judgment that the Acquisition will not occur, we will have the option, but will not be required, to redeem the depositary shares representing
the Mandatory Convertible Preferred Stock, in whole but not in part, at a redemption price equal to $505 per share of Mandatory Convertible
Preferred Stock (equivalent to $50.50 per depositary share) plus accumulated and unpaid dividends to the date of redemption or, in certain
circumstances, at an early redemption price that includes a make-whole adjustment. Accordingly, if the Acquisition does not occur, the Notes
issued in this offering will not remain outstanding and, if we exercise our option to redeem the depositary shares pursuant to the Mandatory
Convertible Preferred Stock Offering, the depositary shares will not remain outstanding. See "Risk Factors--Risks Related to Our Pending
Acquisition of Firth Rixson."
The completion of this offering is not contingent upon completion of the Mandatory Convertible Preferred Stock Offering or the
Acquisition. We cannot assure you that we will complete this offering or the Mandatory Convertible Preferred Stock Offering on the terms
contemplated by this prospectus supplement or at all.

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Prospectus Supplement
THE OFFERING
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 do not include any of Alcoa's current or future subsidiaries.

Issuer
Alcoa Inc.

Securities Offered
$1,250,000,000 aggregate principal amount of 5.125% notes due 2024.

Maturity
October 1, 2024, unless earlier repurchased or redeemed.

Interest Rate
5.125% per year. Interest on the Notes will accrue from September 22, 2014 and will be
payable semi-annually in arrears on April 1 and October 1 of each year, commencing on
April 1, 2015.

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 have the same terms as to status, redemption or otherwise as the Notes
offered by this prospectus supplement.

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."

Mandatory Redemption Upon Acquisition
We will be required to redeem the Notes, in whole but not in part, pursuant to an
Termination
Acquisition Termination Redemption (as defined herein) at the redemption prices
described herein under the caption "Description of the Notes--Mandatory Redemption
upon Acquisition Termination."

Offer to Repurchase Upon a Change of Control
If a change of control repurchase event occurs with respect to the Notes, we will be
Repurchase Event
required, subject to certain conditions, to offer to repurchase the Notes at a purchase
price equal to 101% of the aggregate principal amount of the Notes, plus any 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 "--Certain Limitations--Sale and
Leaseback Arrangements," the Notes do not contain any restrictive covenants, and we
are not restricted from paying dividends or issuing or repurchasing any of 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

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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 expressly subordinated in right of
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Prospectus Supplement
payment to the Notes and equally in right of payment with all of our existing and future
unsecured indebtedness and liabilities that are not so subordinated. The Notes will
effectively rank junior to any secured indebtedness of the Company to the extent of the
value of the assets securing such indebtedness, and will be effectively subordinated to
all debt and other liabilities of our subsidiaries.

As of June 30, 2014, we had a total of approximately $8.1 billion of outstanding
indebtedness, including long-term debt and short-term debt, which amount does not
include the debt we expect to incur in connection with this offering. Approximately
$620 million of that amount was indebtedness to third parties of our subsidiaries, which

is structurally senior to the Notes because it consists of obligations at the subsidiary
level. We also have and, following this offering and the Mandatory Convertible
Preferred Stock Offering, expect to have the ability to incur a substantial amount of
additional indebtedness, including under our revolving credit facilities.

Use of Proceeds
We estimate that the net proceeds to us from this offering, after deducting estimated
underwriting discount and commissions and estimated offering expenses payable by us,
will be approximately $1.2 billion.

We intend to use the net proceeds from this offering, together with, if completed,
estimated net proceeds of $1.2 billion from the Mandatory Convertible Preferred Stock
Offering (assuming no exercise of the overallotment option that we granted to the
underwriters in the Mandatory Convertible Preferred Stock Offering) to finance the
Acquisition and pay related fees and expenses. We may also borrow under the Bridge
Facility or our revolving credit facilities or issue commercial paper to finance the

Acquisition if this offering or the Mandatory Convertible Preferred Stock Offering is not
completed or if the net proceeds from this offering and the Mandatory Convertible
Preferred Stock Offering are less than the aggregate amount of the cash purchase price
of the Acquisition and related fees and expenses. If the Acquisition does not occur, we
will be required to redeem the Notes. See "Use of Proceeds" and "Description of the
Notes--Mandatory Redemption Upon Acquisition Termination."

Certain United States Federal Income Tax
For a discussion of certain United States federal tax considerations of the holding and
Considerations
disposition of the Notes, see "Certain United States Federal Income Tax
Considerations."

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Book-Entry Form
The Notes will be issued in book-entry form and will be represented by permanent
global certificates deposited with, or on behalf of, The Depository Trust Company
("DTC") and registered in the name of a nominee of DTC. Investors may elect to hold
interests in the Notes through DTC, Clearstream or Euroclear if they are participants of
such systems, or indirectly through organizations which are participants in such systems.
Beneficial interests in any of the Notes will be shown on, and transfers will be effected
only through, records maintained by DTC or its nominee, and any such interests may not
be exchanged for certificated securities, except in limited circumstances.

Absence of a Public Market for the Notes
The Notes are a new issue of securities, and there is currently no established market for
the Notes. Accordingly, we cannot assure you as to the development or liquidity of any
market for the Notes. The underwriters have advised us that they currently intend to
make a market in the Notes. However, they are not obligated to do so, and they may
discontinue any market making with respect to the Notes without notice.

We do not intend to apply for a listing of the Notes on any securities exchange.
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Document Outline

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