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Item 7.01.
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Regulation FD Disclosure.
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On May 27, 2016, Alcoa Inc. (the “Company”) filed a complaint in
the Delaware Court of Chancery seeking a declaratory judgment on an expedited basis to forestall what the complaint alleges are continuing threats by Alumina Limited, the Company’s joint venture partner, to attempt to interfere with the
Company’s plan to separate its two businesses into two companies unless the Company accedes to baseless and improper demands. As explained in the complaint, Alumina Limited has claimed that it has consent and other rights under certain
agreements. The Company believes such claims are without merit and is moving forward with its separation plans.
As previously announced, the Company
will separate into two independent, publicly-traded companies: an Upstream Company, the new Alcoa, that will comprise the business units that today make up Global Primary Products: Bauxite, Alumina, Aluminum, Cast Products and Energy, as well
as the Company’s rolling mill at the Warrick Operations and its stake in the Ma’aden Rolling Company; and a Value-Add Company, Arconic, that will include Global Rolled Products, Engineered Products and Solutions, and Transportation and
Construction Solutions. The Company owns 60%, and Alumina Limited owns 40%, of a series of affiliated operating entities referred to as Alcoa World Alumina and Chemicals (AWAC). Following the separation, the Company’s interests in the
AWAC entities will be held by the Upstream Company.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished, not filed, in
accordance with the provisions of General Instruction B.2 of Form 8-K. Accordingly, the information in Item 7.01 of Form 8-K will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of
1933 unless specifically identified therein as being incorporated therein by reference. The furnishing of this information in Item 7.01 of Form 8-K will not be deemed an admission that such information is material information that is not
otherwise publicly available.
Forward-Looking Statements
This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“forecasts,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other
words of similar meaning. All statements that reflect the Company’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements
regarding the separation transaction, the complaint filed by the Company, the claims made by the Company therein and the claims of Alumina Limited described therein, and the merits and likelihood of success of such claims. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although the Company believes that the expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and
uncertainties. Such risks and uncertainties include, but are not limited to: (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that various closing conditions for the separation may not be
satisfied; (c) the outcome of contingencies, including legal proceedings; and (d) the other risk factors discussed in the Company’s Form 10-K for the year ended December 31, 2015, and other reports filed with the U.S. Securities and
Exchange Commission (SEC). The Company disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.
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