UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2013 (May 14, 2013)

 

 

ALCOA INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Pennsylvania		1-3610		25-0317820
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

390 Park Avenue, New York, New York		10022-4608
(Address of Principal Executive Offices)		(Zip Code)

Office of Investor Relations 212-836-2674

Office of the Secretary 212-836-2732

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.05.

Costs Associated with Exit or Disposal Activities.

On May 15, 2013, the management of Alcoa Inc. (“Alcoa” or the “Company”) approved the permanent shutdown and demolition of two potlines (capacity of 105,000 metric-tons-per-year) that employ Soderberg technology at the smelter located in Baie Comeau, Québec, Canada (remaining capacity of 280,000 metric-tons-per-year composed of two prebake potlines). This decision is part of the 15-month review of 460,000 metric tons of smelting capacity initiated by management for possible curtailment (announced on May 1, 2013). The two Soderberg potlines will be fully shut down by the end of the third quarter of 2013. Demolition and remediation activities related to this action will begin in the fourth quarter of 2013 and are expected to be completed by the end of 2015.

As a result of this decision, management expects to record restructuring-related charges between $190 million and $215 million ($135 million and $155 million after-tax, or $0.11 and $0.13 per diluted share) in 2013, of which approximately 30% will be recorded in the second quarter. These charges include $95 million to $105 million for employee–related costs; $55 million to $60 million for the accelerated depreciation of the potlines and related fixed assets; $35 million to $40 million for asset retirement obligations resulting from the planned demolition of the two potlines; and $5 million to $10 million for other related costs (net of scrap recovery). Of these charges, approximately $130 million to $150 million will result in future cash outlays, including $95 million to $110 million in 2013.

Amounts related to this action are still being finalized. Additional details of this action will be provided in Alcoa’s Form 10-Q for the quarterly period ended June 30, 2013. Also, it is possible that charges in addition to those described above may be recognized in future periods.

A copy of Alcoa’s press release announcing this action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     On May 14, 2013, Chris L. Ayers, Executive Vice President and Group President, Global Primary Products of Alcoa, notified the Company that he will resign as of May 31, 2013. Effective June 1, 2013, Robert Wilt, currently Chief Operating Officer of Alcoa’s Global Primary Products business, will succeed Mr. Ayers as Group President, Global Primary Products. A copy of Alcoa’s press release announcing the management change is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

The following are filed as exhibits to this report:

 

99.1		Alcoa Inc. press release dated May 16, 2013
99.2		Alcoa Inc. press release dated May 15, 2013

Forward-Looking Statements

This report 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,” “estimates,” “expects,” “forecasts,” “hopes,” “outlook,” “plans,” “projects,” “should,” “targets,” “will,” “will likely result,” 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, 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 Alcoa’s actual results to differ materially from those expressed or implied in the forward-looking statements include: (a) the inability to complete the shutdown, demolition and remediation activities relating to the two Baie Comeau potlines as planned or within the time periods anticipated, whether due to changes in regulations, technology or other factors; (b) changes in preliminary accounting estimates due to the significant judgments and assumptions required; and (c) the other risk factors discussed in Part I, Item 1A of Alcoa’s Form 10-K for the year ended December 31, 2012, as well as other reports filed with the Securities and Exchange Commission. 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.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 20, 2013

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Alcoa Inc. press release dated May 16, 2013
99.2		Alcoa Inc. press release dated May 15, 2013

 

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Exhibit 99.1

May 16, 2013

Alcoa Revises Schedule for Modernization of Baie-Comeau Smelter

Initial work begins with permanent closure of Soderberg potlines

NEW YORK—(BUSINESS WIRE)—Alcoa (NYSE:AA) announced today it is postponing construction of a new potline at its Baie-Comeau smelter in Québec as part of a revised modernization plan for the smelter, but will begin preparations for the upgrade by investing $100 million in the smelter over the next three years and by permanently closing the plant’s two Soderberg potlines.

The new potline is now expected to be in service in 2019 instead of 2016, subject to board approval. The change is due to current market conditions.

The $100 million investment includes $30 million that will be used to upgrade the plant’s casthouse facilities in support of the growing automotive market. This is in addition to the $75 million already dedicated to rebuild the port facilities to better meet the future needs of a modernized plant.

“The Government of Québec proved to be very open to reviewing the schedule when it became important for Alcoa to adapt to market realities and make the project as cost-effective as possible,” said Martin Brière, President of Alcoa Canada Primary Products. “These efforts will help move our Baie-Comeau plant down the global aluminum cost curve, and continue to provide important economic benefits to the region.”

The closure of the two Soderberg potlines, which are among the highest-cost smelting capacity in the Alcoa system, will be complete in August. The two lines represent 105,000 metric tons of capacity, and are part of the 460,000 metric tons of smelting capacity Alcoa announced was under review on May 1.

The revised project schedule will not impact Alcoa’s commitments to the Government of Québec, and will have a positive effect on the environment. As agreed in November 2011, the company will provide $50 million over 25 years to the Economic Development Fund managed by the Government of Québec, and will continue to contribute to its Alcoa Sustainable Communities Fund with an investment of $10 million over 25 years for the Baie-Comeau community. In addition, the closure will result in an immediate 40% reduction in greenhouse gas emissions for the Baie-Comeau facility.

Capital costs outlined in the announcement are included in the company’s 2013 plan. Total 2013 restructuring-related charges associated with the closure outlined above are expected to be between $135 million and $155 million after-tax, or $0.11 to $0.13 per share, of which approximately 30% would be recorded in the second quarter. Cash costs during 2013 are expected to total approximately $100 million.

About Alcoa

Alcoa is the world’s leading producer of primary and fabricated aluminum, as well as the world’s largest miner of bauxite and refiner of alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 125 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa^® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light

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metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for 11 consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 61,000 people in 30 countries across the world. For more information, visit www.alcoa.com and follow @Alcoa on Twitter at twitter.com/Alcoa.

Forward-Looking Statements

This release 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 “expects,” “intends,” “plans,” “scheduled,” “should,” “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. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors and are not guarantees of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: (a) material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina, and other products; (b) deterioration in global economic and financial market conditions generally, or unfavorable changes in the markets served by Alcoa; (c) 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 refining and smelting businesses down on the industry cost curves and increasing revenues in its Global Rolled Products and Engineered Products and Solutions segments), anticipated from its portfolio streamlining and modernization programs, productivity improvement, cash sustainability, technology and other initiatives; (d) Alcoa’s inability to achieve the level of reduction in greenhouse gas emissions anticipated from its closure of the Baie Comeau Soderberg potlines; (e) the outcome of contingencies, including legal proceedings, government investigations, and environmental remediation; (f) failure to maintain investment grade credit ratings which could limit Alcoa’s ability to obtain future financing, increase its borrowing costs, adversely affect the market price of its existing securities, or otherwise impair its business, financial condition and results of operations; (g) Alcoa’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from expanded, acquired or modernized facilities, such as the Baie Comeau smelter; and (h) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2012 and other reports filed with the Securities and Exchange Commission. Alcoa 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.

Exhibit 99.2

May 15, 2013

Robert Wilt Named President of Alcoa Global Primary Products

NEW YORK—(BUSINESS WIRE)—Alcoa (NYSE:AA) today announced that Robert Wilt, currently Chief Operating Officer of Alcoa’s Global Primary Products (GPP) business, has been named President of Global Primary Products effective June 1. Wilt will succeed Chris Ayers, who is leaving Alcoa to become President and CEO of Wireco World Group.

In his new role, Wilt, 45, will have overall responsibility for the Primary business that includes global aluminum smelters, refineries and mines throughout the U.S., Latin America, Australia, Iceland, Guinea, Europe and Canada. Wilt is a member of the Alcoa Executive Council, the senior leadership team that sets strategic direction for the company.

“Bob’s deep industry experience and outstanding track record at Alcoa make him uniquely qualified to lead our global Primary business,” said Klaus Kleinfeld, Alcoa Chairman and Chief Executive Officer. “He has risen through the ranks of our Primary business with noteworthy leadership and business success.”

Wilt joined Alcoa in 1999 as Superintendent at the Company’s U.S. Metals operations in Alcoa, TN. He became Plant Manager at Alcoa’s Wenatchee, WA, smelting facility in 2001, then served as Vice President of Energy Development and Vice President of Operational Excellence for GPP. He was named President of Alcoa’s U.S. Primary Products business in 2009 and to his current position earlier this year.

Wilt received a Bachelor’s degree in Engineering Management from the United States Military Academy at West Point in 1990. After receiving his commission in the U.S. Army, he served as a combat engineer officer in the 101st Airborne Division, and he is a veteran of the first Iraq war, having attained the rank of Captain. He also earned a Masters in Business Administration from Harvard Business School.

Ayers joined Alcoa in February 2010 as Chief Operating Officer of Alcoa Cast, Forged and Extruded Products. He was later named Chief Operating Officer of Alcoa’s Primary business and became president of GPP in May 2011. “We are grateful to Chris for his strong leadership at Alcoa and for positioning our upstream business for a better future during one of the industry’s most difficult periods in recent history,” Kleinfeld said.

About Alcoa

Alcoa is the world’s leading producer of primary and fabricated aluminum, as well as the world’s largest miner of bauxite and refiner of alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 125 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa^® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for 11 consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 61,000 people in 30 countries across the world. For more information, visit www.alcoa.com, follow @Alcoa on Twitter at www.twitter.com/Alcoa and follow Alcoa on Facebook at www.facebook.com/Alcoa.