Bond Howmet Aerospatial 5.25% ( US013817AT86 ) in USD

Issuer Howmet Aerospatial
Market price 100 %  ⇌ 
Country  United States
ISIN code  US013817AT86 ( in USD )
Interest rate 5.25% per year ( payment 2 times a year)
Maturity 15/03/2014 - Bond has expired



Prospectus brochure of the bond Howmet Aerospace US013817AT86 in USD 5.25%, expired


Minimal amount 1 000 USD
Total amount 500 000 000 USD
Cusip 013817AT8
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Detailed description 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.

Howmet Aerospace's USD 500,000,000 5.25% bond (ISIN: US013817AT86, CUSIP: 013817AT8), issued in the United States with a minimum purchase of USD 1,000, matured on March 15, 2014, and has been redeemed at 100% of face value, with a semi-annual coupon payment, and received no rating from Standard & Poor's or Moody's.







Final Prospectus Supplement
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

Title of each Class of
Amount to be
Maximum Offering Maximum Aggregate
Amount of
Securities to be Registered

Registered(1)

Price Per Unit
Offering Price
Registration Fee(2)
5.25% Convertible Notes due 2014 $575,000,000
100%

$575,000,000
$32,085

(1) Includes principal amount of notes which may be purchased by the underwriters to cover over-allotments, if
any.
(2) Calculated in accordance with Rule 457(r) promulgated under the Securities Act of 1933, as amended.
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (1 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-149623
Prospectus Supplement
(To Prospectus Dated March 10, 2008)
$500,000,000

Alcoa Inc.
5.25% Convertible Notes due 2014
We are offering $500,000,000 aggregate principal amount of our 5.25% Convertible Notes due 2014 (the "notes").
The notes will bear interest at a rate of 5.25% per year, payable semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2009 and will mature on March 15, 2014, unless earlier
repurchased or converted.
Holders may convert their notes at any time prior to the close of business on the second scheduled trading day
immediately preceding the maturity date. Holders will not receive any cash payment or additional shares
representing accrued and unpaid interest upon conversion of a note, except in limited circumstances. Instead,
interest will be deemed paid by the delivery of shares of common stock to holders upon conversion. We will
deliver cash in lieu of any fractional shares of common stock issuable upon conversion.
The initial conversion rate will be 155.4908 shares of our common stock per $1,000 principal amount of notes,
equivalent to a conversion price of approximately $6.43 per share of common stock. The conversion rate will be
subject to adjustment in some events but will not be adjusted for accrued interest. In addition, following certain
corporate transactions that occur prior to the maturity date, we will increase the conversion rate for a holder who
elects to convert its notes in connection with such a corporate transaction in certain circumstances.
We may not redeem the notes at our option prior to maturity. If we undergo a fundamental change, as described in
this prospectus supplement, holders may require us to repurchase the notes in whole or in part for cash at a price
equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but
excluding, the repurchase date.
The notes will rank equally with all our existing and future unsecured senior debt and senior to all our future
subordinated debt. The notes are new 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. We do not
intend to apply for a listing of the notes on any securities exchange.
Our common stock is listed on the New York Stock Exchange under the symbol "AA." The last reported sale price
of our common stock on the New York Stock Exchange on March 18, 2009 was $5.48 per share.
Concurrently with this offering of notes, under a separate prospectus supplement, we are offering
150,000,000 shares of our common stock in an underwritten public offering (or 172,500,000 shares if the
underwriters exercise their over-allotment option with respect to that offering in full). Neither the completion of
this offering nor of the common stock offering is contingent on the completion of the other.
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (2 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
Investing in the notes or our common stock issuable upon conversion of the notes involves significant risks. See
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 and all subsequent
filings under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, as well as the
additional risk factors contained in this prospectus supplement beginning on page S-13.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.



Per Note
Total(1)
Public offering price

100%
$500,000,000
Underwriting discount

2.25%
$ 11,250,000
Proceeds to us (before expenses)

97.75%
$488,750,000

(1) We have granted the underwriters an option exercisable within 30 days from the date of this prospectus supplement to purchase up to
an additional $75,000,000 principal amount of notes at the public offering price, less the underwriting discount, to cover over-
allotments, if any.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust
Company and its participants, including Clearstream and the Euroclear system, on or about March 24, 2009.


Joint Book-Running Managers
Credit Suisse
Morgan Stanley
Barclays Capital
Citi




Lead Manager
Deutsche Bank Securities
Co-Managers
ANZ Securities, Inc.
Mitsubishi UFJ Securities

March 18, 2009
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (3 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
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-13
Ratio of Earnings to Fixed Charges
S-20
Use of Proceeds
S-20
Common Stock Price Range and Dividends
S-21
Capitalization
S-22
Description of Notes
S-24
Description of Common Stock
S-43
Certain United States Federal Income Tax Considerations
S-44
Underwriting
S-51
Legal Matters
S-56
Experts
S-56
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
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (4 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
Description of Trust Preferred Securities and Trust Guarantee

40
Plan of Distribution

44
Legal Matters

46
Experts

46

S-2
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (5 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
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 and our common
stock, see "Description of Notes" and "Description of Common Stock" in this prospectus supplement and in the
accompanying prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with information that is different. If anyone provides you with different or inconsistent information,
you should not rely on it. 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/4281/000119312509058744/d424b5.htm (6 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
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 in 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), 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, 2008;


· Definitive Proxy Statement on Form DEF 14A filed March 16, 2009; and


· Current Reports on Form 8-K (or Form 8-K/A) filed January 7, 2009 and March 16, 2009.
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 at the following address:
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/4281/000119312509058744/d424b5.htm (7 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
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 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:

· Uncertainties regarding the duration or severity of the current global economic downturn and disruptions

in the financial markets, and their impact on Alcoa;

· 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 the price of aluminum on the London Metal Exchange,

including sustained declines or further deterioration in aluminum prices;

· Changes, including further deterioration, in the key markets served by Alcoa, including the commercial

transportation, automobile, aerospace, building and construction, packaging, oil and gas, defense and
industrial markets;

· Alcoa's inability to achieve the level of cost reductions, cash generation or conservation, return on capital
improvement, improvement in profitablity and margins, or strengthening of operations anticipated by

management in connection with its restructuring, portfolio streamlining and liquidity strengthening
activities;

· 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;

· 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;

http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (8 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
· 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;

· 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;

· Outcomes of significant legal proceedings or investigations, or changes in laws and regulations,

including those affecting environmental, health or safety compliance;


· 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 and suppliers;

S-5
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (9 of 188)4/3/2009 7:52:39 AM


Final Prospectus Supplement
Table of Contents
· Changes in competitive conditions, including actions by competitors and developments in technology

and products; 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-13 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, 2008: 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 Environmental Matters; Part II, Item 7A (Quantitative and Qualitative Disclosures About Market
Risks); and Note N to the Consolidated Financial Statements in Part II, Item 8 (Financial Statements and
Supplementary Data).

S-6
http://www.sec.gov/Archives/edgar/data/4281/000119312509058744/d424b5.htm (10 of 188)4/3/2009 7:52:39 AM


Document Outline