10-Q 1 d546704d10q.htm FORM 10-Q Form 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2013

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-3610

 

 

ALCOA INC.

(Exact name of registrant as specified in its charter)

 

 

 

PENNSYLVANIA   25-0317820
(State of incorporation)  

(I.R.S. Employer

Identification No.)

390 Park Avenue, New York, New York   10022-4608
(Address of principal executive offices)   (Zip code)

Investor Relations 212-836-2674

Office of the Secretary 212-836-2732

(Registrant’s telephone number including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of July 19, 2013, 1,069,551,327 shares of common stock, par value $1.00 per share, of the registrant were outstanding.

 

 

 


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Alcoa and subsidiaries

Statement of Consolidated Operations (unaudited)

(in millions, except per-share amounts)

 

     Second quarter ended
June  30,
    Six months ended
June  30,
 
     2013     2012     2013     2012  

Sales (H)

   $ 5,849      $ 5,963      $ 11,682      $ 11,969   

Cost of goods sold (exclusive of expenses below)

     4,933        5,154        9,780        10,252   

Selling, general administrative, and other expenses

     254        245        505        486   

Research and development expenses

     46        47        91        90   

Provision for depreciation, depletion, and amortization

     362        363        723        732   

Restructuring and other charges (C)

     244        15        251        25   

Interest expense

     118        123        233        246   

Other expenses (income), net (G)

     19        22        (8     6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     5,976        5,969        11,575        11,837   

(Loss) income before income taxes

     (127     (6     107        132   

Provision for income taxes (J)

     21        13        85        52   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (148     (19     22        80   

Less: Net loss attributable to noncontrolling interests

     (29     (17     (8     (12
  

 

 

   

 

 

   

 

 

   

 

 

 

NET (LOSS) INCOME ATTRIBUTABLE TO ALCOA

   $ (119   $ (2   $ 30      $ 92   
  

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE ATTRIBUTABLE TO ALCOA COMMON SHAREHOLDERS (I):

        

Basic

   $ (0.11   $ —        $ 0.03      $ 0.09   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.11   $ —        $ 0.03      $ 0.08   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends paid per common share

   $ 0.03      $ 0.03      $ 0.06      $ 0.06   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

2


Alcoa and subsidiaries

Statement of Consolidated Comprehensive Loss (unaudited)

(in millions)

 

     Alcoa     Noncontrolling
Interests
    Total  
     Second quarter ended
June 30,
    Second quarter ended
June 30,
    Second quarter ended
June 30,
 
     2013     2012     2013     2012     2013     2012  

Net loss

   $ (119   $ (2   $ (29   $ (17   $ (148   $ (19

Other comprehensive loss, net of tax (B):

            

Change in unrecognized net actuarial loss and prior service cost/benefit related to pension and other postretirement benefits

     61        75        2        4        63        79   

Foreign currency translation adjustments

     (603     (685     (249     (187     (852     (872

Net change in unrealized gains on available-for-sale securities

     (3     —          —          —          (3     —     

Net change in unrecognized losses on derivatives

     71        138        (2     (4     69        134   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive loss, net of tax

     (474     (472     (249     (187     (723     (659
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (593   $ (474   $ (278   $ (204   $ (871   $ (678
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

       Six months ended  
June 30,
      Six months ended  
June 30,
      Six months ended  
June 30,
 
     2013     2012     2013     2012     2013     2012  

Net income (loss)

   $    30       $ 92       $ (8   $ (12   $    22       $  80    

Other comprehensive loss, net of tax (B):

            

Change in unrecognized net actuarial loss and prior service cost/benefit related to pension and other postretirement benefits

     156        131        3        6        159        137   

Foreign currency translation adjustments

     (719     (441     (233     (122     (952     (563

Net change in unrealized gains on available-for-sale securities

     (2     2        —          —          (2     2   

Net change in unrecognized losses on derivatives

     184          57        —          (6     184        51   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive loss, net of tax

     (381     (251     (230     (122     (611     (373
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (351   $ (159   $ (238   $ (134   $ (589   $ (293
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

3


Alcoa and subsidiaries

Consolidated Balance Sheet (unaudited)

(in millions)

 

      June 30,
2013
    December 31,
2012
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 1,202      $ 1,861   

Receivables from customers, less allowances of $22 in 2013 and $39 in 2012 (K)

     1,354        1,399   

Other receivables (K)

     677        340   

Inventories (D)

     2,905        2,825   

Prepaid expenses and other current assets

     1,099        1,275   
  

 

 

   

 

 

 

Total current assets

     7,237        7,700   
  

 

 

   

 

 

 

Properties, plants, and equipment

     37,261        38,137   

Less: accumulated depreciation, depletion, and amortization

     19,150        19,190   
  

 

 

   

 

 

 

Properties, plants, and equipment, net

     18,111        18,947   
  

 

 

   

 

 

 

Goodwill

     5,113        5,170   

Investments

     1,848        1,860   

Deferred income taxes

     3,689        3,790   

Other noncurrent assets

     2,553        2,712   
  

 

 

   

 

 

 

Total assets

   $ 38,551      $ 40,179   
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities:

    

Short-term borrowings (E)

   $ 55      $ 53   

Accounts payable, trade

     2,920        2,702   

Accrued compensation and retirement costs

     949        1,058   

Taxes, including income taxes

     414        366   

Other current liabilities

     1,205        1,298   

Long-term debt due within one year (E)

     604        465   
  

 

 

   

 

 

 

Total current liabilities

     6,147        5,942   
  

 

 

   

 

 

 

Long-term debt, less amount due within one year

     7,700        8,311   

Accrued pension benefits

     3,558        3,722   

Accrued other postretirement benefits

     2,541        2,603   

Other noncurrent liabilities and deferred credits

     2,747        3,078   
  

 

 

   

 

 

 

Total liabilities

     22,693        23,656   
  

 

 

   

 

 

 

CONTINGENCIES AND COMMITMENTS (F)

    

EQUITY

    

Alcoa shareholders’ equity:

    

Preferred stock

     55        55   

Common stock

     1,178        1,178   

Additional capital

     7,524        7,560   

Retained earnings

     11,653        11,689   

Treasury stock, at cost

     (3,812     (3,881

Accumulated other comprehensive loss (B)

     (3,783     (3,402
  

 

 

   

 

 

 

Total Alcoa shareholders’ equity

     12,815        13,199   
  

 

 

   

 

 

 

Noncontrolling interests

     3,043        3,324   
  

 

 

   

 

 

 

Total equity

     15,858        16,523   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 38,551      $ 40,179   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

4


Alcoa and subsidiaries

Statement of Consolidated Cash Flows (unaudited)

(in millions)

 

     Six months ended
June 30,
 
     2013     2012  

CASH FROM OPERATIONS

    

Net income

   $ 22      $ 80   

Adjustments to reconcile net income to cash from operations:

    

Depreciation, depletion, and amortization

     724        733   

Deferred income taxes

     (58     (103

Equity loss (income), net of dividends

     23        (9

Restructuring and other charges (C)

     251        25   

Net (gain) loss from investing activities – asset sales (G)

     (6     1   

Stock-based compensation

     46        39   

Excess tax benefits from stock-based payment arrangements

     —          (1

Other

     27        83   

Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:

    

(Increase) in receivables (K)

     (375     (215

(Increase) in inventories

     (175     (188

Decrease (increase) in prepaid expenses and other current assets

     37        (16

Increase (decrease) in accounts payable, trade

     299        (33

(Decrease) in accrued expenses

     (353     (70

Increase in taxes, including income taxes

     40        20   

Pension contributions

     (181     (352

(Increase) decrease in noncurrent assets

     (48     74   

Increase in noncurrent liabilities

     171        237   

(Increase) in net assets held for sale

     —          (2
  

 

 

   

 

 

 

CASH PROVIDED FROM CONTINUING OPERATIONS

     444        303   

CASH USED FOR DISCONTINUED OPERATIONS

     —          (2
  

 

 

   

 

 

 

CASH PROVIDED FROM OPERATIONS

     444        301   
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Net change in short-term borrowings (original maturities of three months or less)

     4        44   

Net change in commercial paper

     —          94   

Additions to debt (original maturities greater than three months) (E)

     1,202        735   

Debt issuance costs

     —          (3

Payments on debt (original maturities greater than three months) (E)

     (1,647     (659

Proceeds from exercise of employee stock options

     1        10   

Excess tax benefits from stock-based payment arrangements

     —          1   

Dividends paid to shareholders

     (66     (66

Distributions to noncontrolling interests

     (27     (70

Contributions from noncontrolling interests

     12        110   
  

 

 

   

 

 

 

CASH (USED FOR) PROVIDED FROM FINANCING ACTIVITIES

     (521     196   
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Capital expenditures

     (521     (561

Proceeds from the sale of assets and businesses

     5        13   

Additions to investments

     (159     (187

Sales of investments

     —          11   

Net change in restricted cash

     105        6   

Other

     9        14   
  

 

 

   

 

 

 

CASH USED FOR INVESTING ACTIVITIES

     (561     (704
  

 

 

   

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

     (21     (20
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     (659     (227

Cash and cash equivalents at beginning of year

     1,861        1,939   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 1,202      $ 1,712   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

5


Alcoa and subsidiaries

Statement of Changes in Consolidated Equity (unaudited)

(in millions, except per-share amounts)

 

     Alcoa Shareholders              
     Preferred
stock
     Common
stock
     Additional
capital
    Retained
earnings
    Treasury
stock
    Accumulated
other
comprehensive
loss
    Non-
controlling
interests
    Total
equity
 

Balance at March 31, 2012

   $ 55       $ 1,178       $ 7,523      $ 11,690      $ (3,898   $ (2,406   $ 3,484      $ 17,626   

Net loss

     —           —           —          (2     —          —          (17     (19

Other comprehensive loss

     —           —           —          —          —          (472     (187     (659

Cash dividends declared:

                  

Preferred @ $0.9375 per share

     —           —           —          —          —          —          —          —     

Common @ $0.03 per share

     —           —           —          (33     —          —          —          (33

Stock-based compensation

     —           —           20        —          —          —          —          20   

Common stock issued: compensation plans

     —           —           (5     —          8        —          —          3   

Distributions

     —           —           —          —          —          —          (45     (45

Contributions

     —           —           —          —          —          —          20        20   

Other

     —           —           —          —          —          —          1        1   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2012

   $ 55       $ 1,178       $ 7,538      $ 11,655      $ (3,890   $ (2,878   $ 3,256      $ 16,914   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2013

   $ 55       $ 1,178       $ 7,508      $ 11,805      $ (3,816   $ (3,309   $ 3,353      $ 16,774   

Net loss

     —           —           —          (119     —          —          (29     (148

Other comprehensive loss

     —           —           —          —          —          (474     (249     (723

Cash dividends declared:

                  

Preferred @ $0.9375 per share

     —           —           —          —          —          —          —          —     

Common @ $0.03 per share

     —           —           —          (33     —          —          —          (33

Stock-based compensation

     —           —           23        —          —          —          —          23   

Common stock issued: compensation plans

     —           —           (7     —          4        —          —          (3

Distributions

     —           —           —          —          —          —          (28     (28

Contributions

     —           —           —          —          —          —          (3     (3

Other

     —           —           —          —          —          —          (1     (1
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2013

   $ 55       $ 1,178       $ 7,524      $ 11,653      $ (3,812   $ (3,783   $ 3,043      $ 15,858   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

6


Alcoa and subsidiaries

Statement of Changes in Consolidated Equity (unaudited), continued

(in millions, except per-share amounts)

 

 

     Alcoa Shareholders              
     Preferred
stock
     Common
stock
     Additional
capital
    Retained
earnings
    Treasury
stock
    Accumulated
other
comprehensive
loss
    Non-
controlling
interests
    Total
equity
 

Balance at December 31, 2011

   $ 55       $ 1,178       $ 7,561      $ 11,629      $ (3,952   $ (2,627   $ 3,351      $ 17,195   

Net income (loss)

     —           —           —          92        —          —          (12     80   

Other comprehensive loss

     —           —           —          —          —          (251     (122     (373

Cash dividends declared:

                  

Preferred @ $1.875 per share

     —           —           —          (1     —          —          —          (1

Common @ $0.06 per share

     —           —           —          (65     —          —          —          (65

Stock-based compensation

     —           —           39        —          —          —          —          39   

Common stock issued: compensation plans

     —           —           (62     —          62        —          —          —     

Distributions

     —           —           —          —          —          —          (71     (71

Contributions

     —           —           —          —          —          —          110        110   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2012

   $ 55       $ 1,178       $ 7,538      $ 11,655      $ (3,890   $ (2,878   $ 3,256      $ 16,914   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

   $ 55       $ 1,178       $ 7,560      $ 11,689      $ (3,881   $ (3,402   $ 3,324      $ 16,523   

Net income (loss)

     —           —           —          30        —          —          (8     22   

Other comprehensive loss

     —           —           —          —          —          (381     (230     (611

Cash dividends declared:

                  

Preferred @ $1.875 per share

     —           —           —          (1     —          —          —          (1

Common @ $0.06 per share

     —           —           —          (65     —          —          —          (65

Stock-based compensation

     —           —           46        —          —          —          —          46   

Common stock issued: compensation plans

     —           —           (82     —          69        —          —          (13

Distributions

     —           —           —          —          —          —          (53     (53

Contributions

     —           —           —          —          —          —          12        12   

Other

     —           —           —          —          —          —          (2     (2
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2013

   $ 55       $ 1,178       $ 7,524      $ 11,653      $ (3,812   $ (3,783   $ 3,043      $ 15,858   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

7


Alcoa and subsidiaries

Notes to the Consolidated Financial Statements (unaudited)

(dollars in millions, except per-share amounts)

A. Basis of Presentation The interim Consolidated Financial Statements of Alcoa Inc. and its subsidiaries (“Alcoa” or the “Company”) are unaudited. These Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The 2012 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). This Form 10-Q report should be read in conjunction with Alcoa’s Annual Report on Form 10-K for the year ended December 31, 2012, which includes all disclosures required by GAAP. Certain amounts in previously issued financial statements were reclassified to conform to the current period presentation.

B. Recently Adopted and Recently Issued Accounting Guidance

Adopted

On January 1, 2013, Alcoa adopted changes issued by the Financial Accounting Standards Board (FASB) to the testing of indefinite-lived intangible assets for impairment, similar to the goodwill changes adopted in October 2011. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. Notwithstanding the adoption of these changes, management plans to proceed directly to the two-step quantitative test for Alcoa’s indefinite-lived intangible assets. The adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2013, Alcoa adopted changes issued by the FASB to the disclosure of offsetting assets and liabilities. These changes require an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The enhanced disclosures will enable users of an entity’s financial statements to understand and evaluate the effect or potential effect of master netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. Other than the additional disclosure requirements (see Note M), the adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2013, Alcoa adopted changes issued by the FASB to the reporting of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive income. Other than the additional disclosure requirements (see below), the adoption of these changes had no impact on the Consolidated Financial Statements.

 

8


The changes in Accumulated other comprehensive loss by component were as follows:

 

     Alcoa     Noncontrolling Interests  
     Second quarter ended
June  30,
    Second quarter ended
June  30,
 
     2013     2012     2013     2012  

Pension and other postretirement benefits

        

Balance at beginning of period

   $ (3,968   $ (3,477   $ (76   $ (97

Other comprehensive income:

        

Unrecognized net actuarial loss and prior service cost/benefit

     (38     17        —          —     

Tax benefit (expense)

     17        (3     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive (loss) income before reclassifications, net of tax

     (21     14        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Amortization of net actuarial loss and prior service cost/benefit(1)

     128        95        4        6   

Tax (expense) benefit(2)

     (46     (34     (2     (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive loss, net of tax(7)

     82        61        2        4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income

     61        75        2        4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ (3,907   $ (3,402   $ (74   $ (93
  

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency translation

        

Balance at beginning of period

   $ 1,031      $ 1,593      $ 273      $ 416   

Other comprehensive loss:

        

Foreign currency translation adjustments(3)

     (603     (685     (249     (187
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 428      $ 908      $ 24      $ 229   
  

 

 

   

 

 

   

 

 

   

 

 

 

Available-for-sale securities

        

Balance at beginning of period

   $ 4      $ 2      $ —        $ —     

Other comprehensive loss:

        

Net unrealized holding (loss) gain

     (4     1        —          —     

Tax benefit (expense)

     2        (1     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive loss before reclassifications, net of tax

     (2     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount reclassified to earnings(4)

     —          —          —          —     

Tax (expense) benefit(2)

     (1     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive income, net of tax(7)

     (1     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive loss

     (3     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 1      $ 2      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flow hedges (M)

        

Balance at beginning of period

   $ (376   $ (524   $ (3   $ (6

Other comprehensive income (loss):

        

Net change from periodic revaluations

     85        187        (3     (5

Tax (expense) benefit

     (16     (47     1        1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income (loss) before reclassifications, net of tax

     69        140        (2     (4
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount reclassified to earnings:

        

Aluminum contracts(5)

     —          (7     —          —     

Interest rate contracts(6)

     1        2        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

     1        (5     —          —     

Tax benefit (expense)(2)

     1        3        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive loss, net of tax(7)

     2        (2     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income (loss)

     71        138        (2     (4
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ (305   $ (386   $ (5   $ (10
  

 

 

   

 

 

   

 

 

   

 

 

 

 

9


     Alcoa     Noncontrolling Interests  
        Six months ended   
June 30,
       Six months ended   
June 30,
 
     2013     2012     2013     2012  

Pension and other postretirement benefits

        

Balance at beginning of period

   $ (4,063   $ (3,533   $ (77   $ (99

Other comprehensive income:

        

Unrecognized net actuarial loss and prior service cost/benefit

     (27     4        —          —     

Tax benefit (expense)

     14        —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive (loss) income before reclassifications, net of tax

     (13     4        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Amortization of net actuarial loss and prior service cost/benefit(1)

     260        196        5        8   

Tax (expense) benefit(2)

     (91     (69     (2     (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive loss, net of tax(7)

     169        127        3        6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income

     156        131        3        6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ (3,907   $ (3,402   $ (74   $ (93
  

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency translation

        

Balance at beginning of period

   $ 1,147      $ 1,349      $ 257      $ 351   

Other comprehensive loss:

        

Foreign currency translation adjustments(3)

     (719     (441     (233     (122
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 428      $ 908      $ 24      $ 229   
  

 

 

   

 

 

   

 

 

   

 

 

 

Available-for-sale securities

        

Balance at beginning of period

   $ 3      $ —        $ —        $ —     

Other comprehensive (loss) income:

        

Net unrealized holding (loss) gain

     (5     4        —          —     

Tax benefit (expense)

     2        (2     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive (loss) income before reclassifications, net of tax

     (3     2        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount reclassified to earnings(4)

     2        —          —          —     

Tax (expense) benefit(2)

     (1     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive income, net of tax(7)

     1        —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive (loss) income

     (2     2        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 1      $ 2      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flow hedges (M)

        

Balance at beginning of period

   $ (489   $ (443   $ (5   $ (4

Other comprehensive income (loss):

        

Net change from periodic revaluations

     221        84        —          (8

Tax (expense) benefit

     (45     (26     —          2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income (loss) before reclassifications, net of tax

     176        58        —          (6
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount reclassified to earnings:

        

Aluminum contracts(5)

     7        (7     —          —     

Interest rate contracts(6)

     1        1        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

     8        (6     —          —     

Tax (expense) benefit(2)

     —          5        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amount reclassified from Accumulated other comprehensive loss, net of tax(7)

     8        (1     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Other comprehensive income (loss)

     184        57        —          (6
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ (305   $ (386   $ (5   $ (10
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

These amounts were included in the computation of net periodic benefit cost for pension and other postretirement benefits (see Note L).

(2) 

These amounts were included in Provision for income taxes on the accompanying Statement of Consolidated Operations.

 

10


(3) 

In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings.

(4) 

This amount was included in Other expenses (income), net on the accompanying Statement of Consolidated Operations.

(5) 

These amounts were included in Sales on the accompanying Statement of Consolidated Operations.

(6) 

For the second quarter ended June 30, 2012, a portion of this amount was included in both Interest expense and Other expenses (income), net on the accompanying Statement of Consolidated Operations. For all other periods presented, this amount was included in Interest expense on the accompanying Statement of Consolidated Operations.

(7) 

A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings. These amounts were reflected on the accompanying Statement of Consolidated Operations in the line items indicated in footnotes 1 through 5.

Issued

In February 2013, the FASB issued changes to the accounting for obligations resulting from joint and several liability arrangements. These changes require an entity to measure such obligations for which the total amount of the obligation is fixed at the reporting date as the sum of (i) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and (ii) any additional amount the reporting entity expects to pay on behalf of its co-obligors. An entity will also be required to disclose the nature and amount of the obligation as well as other information about those obligations. Examples of obligations subject to these requirements are debt arrangements and settled litigation and judicial rulings. These changes become effective for Alcoa on January 1, 2014. Management has determined that the adoption of these changes will not have an impact on the Consolidated Financial Statements, as Alcoa does not currently have any such arrangements.

In March 2013, the FASB issued changes to a parent entity’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. A parent entity is required to release any related cumulative foreign currency translation adjustment from accumulated other comprehensive income into net income in the following circumstances: (i) a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided; (ii) a partial sale of an equity method investment that is a foreign entity; (iii) a partial sale of an equity method investment that is not a foreign entity whereby the partial sale represents a complete or substantially complete liquidation of the foreign entity that held the equity method investment; and (iv) the sale of an investment in a foreign entity. These changes become effective for Alcoa on January 1, 2014. Management has determined that the adoption of these changes will need to be considered in the Consolidated Financial Statements in the event Alcoa initiates any of the transactions described above.

C. Restructuring and Other Charges – In the second quarter and six-month period of 2013, Alcoa recorded Restructuring and other charges of $244 ($170 after-tax and noncontrolling interests) and $251 ($175 after-tax and noncontrolling interests), respectively.

Restructuring and other charges in the 2013 second quarter included $103 ($62 after noncontrolling interest) related to a legal matter (see the Government Investigations section under Litigation in Note F); $14 ($14 after-tax) in asset impairments, $23 ($16 after-tax) in accelerated depreciation, and $49 ($40 after-tax) in other exit costs related to the permanent shutdown and demolition of certain structures at two non-U.S. locations (see below); $29 ($19 after-tax) for asset impairments and related costs for retirements of previously idled structures; $24 ($18 after-tax and noncontrolling interests) for the layoff of approximately 470 employees (190 in the Global Rolled Products segment, 180 in the Engineered Products and Solutions segment, 55 in the Primary Metals segment, and 45 in Corporate); a charge of $4 ($2 after-tax) for other miscellaneous items; and $2 ($1 after-tax and noncontrolling interests) for the reversal of a number of small layoff reserves related to prior periods.

In the 2013 six-month period, Restructuring and other charges included $103 ($62 after noncontrolling interest) related to a legal matter (see the Government Investigations section under Litigation in Note F); $86 ($70 after-tax) for the previously mentioned charges related to the permanent shutdown and demolition of certain structures at two non-U.S. locations (see below); $29 ($19 after-tax) for asset impairments and related costs for retirements of previously idled structures; $27 ($20 after-tax and noncontrolling interests) for layoff costs, including the separation of approximately 530 employees (190 in the Global Rolled Products segment, 180 in the Engineered Products and Solutions segment, 115 in the Primary Metals segment, and 45 in Corporate) and a pension plan settlement charge related to previously separated employees; a charge of $8 ($5 after-tax) for other miscellaneous items; and $2 ($1 after-tax and noncontrolling interests) for the reversal of a number of small layoff reserves related to prior periods.

In the 2013 second quarter, management approved the permanent shutdown and demolition of two potlines (capacity of 105,000 metric-tons-per-year) that utilize Soderberg technology at the smelter located in Baie Comeau, Québec, Canada (remaining capacity of 280,000 metric-tons-per-year

 

11


composed of two prebake potlines) and the smelter located in Fusina, Italy (capacity of 44,000 metric-tons-per-year). The two Soderberg lines at Baie Comeau will be fully shut down by the end of the third quarter of 2013 while the Fusina smelter was previously temporarily idled in 2010. Demolition and remediation activities related to the two Soderberg lines and the Fusina smelter will begin in the fourth quarter of 2013 and are expected to be completed by the end of 2015 and 2017, respectively. The decision on the two Soderberg lines is part of a 15-month review of 460,000 metric tons of smelting capacity initiated by management earlier in the 2013 second quarter for possible curtailment (announced on May 1, 2013), while the decision on the Fusina smelter is in addition to the capacity being reviewed. Factors leading to both decisions were in general focused on achieving sustained competitiveness and included, among others: lack of an economically viable, long-term power solution (Italy); changed market fundamentals; other existing idle capacity; and restart costs. The accelerated depreciation of $23 and asset impairments of $14 represent the write off of a portion of the two Soderberg lines and all of the Fusina smelter’s remaining book value of properties, plants, and equipment, respectively. Additionally, remaining inventories, mostly operating supplies and raw materials, were written down to their net realizable value resulting in a charge of $7 ($5 after-tax), which was recorded in Cost of goods sold on the accompanying Statement of Consolidated Operations. The other exit costs of $49 represent $44 ($36 after-tax) in asset retirement obligations and $5 ($4 after-tax) in environmental remediation, both triggered by the decision to permanently shut down and demolish these structures. Additional charges, including accelerated depreciation and voluntary layoff costs, of approximately $140 ($100 after-tax) may be recognized in future periods related to the Baie Comeau smelter.

In the second quarter and six-month period of 2012, Alcoa recorded Restructuring and other charges of $15 ($10 after-tax and noncontrolling interests) and $25 ($17 after-tax and noncontrolling interests), respectively.

Restructuring and other charges in the 2012 second quarter included $9 ($5 after-tax) for lease termination costs; $6 ($4 after-tax and noncontrolling interests) for the layoff of approximately 110 employees (25 in the Alumina segment, 10 in the Primary Metals segment, and 75 in Corporate); $1 ($1 after-tax) in other miscellaneous charges; and $1 (less than $1 after-tax) for the reversal of a number of small layoff reserves related to prior periods.

In the 2012 six-month period, Restructuring and other charges included $17 ($12 after-tax and noncontrolling interests) for the layoff of approximately 330 employees (160 in the Primary Metals segment, 70 in the Engineered Products and Solutions segment, 25 in the Alumina segment, and 75 in Corporate), including $6 ($4 after-tax) for the layoff of an additional 150 employees related to the previously reported smelter curtailments in Spain; $9 ($5 after-tax) for lease termination costs; $2 ($2 after-tax) in other miscellaneous charges; and $3 ($2 after-tax and noncontrolling interests) for the reversal of a number of small layoff reserves related to prior periods.

Alcoa does not include Restructuring and other charges in the results of its reportable segments. The pretax impact of allocating such charges to segment results would have been as follows:

 

     Second quarter ended
June  30,
     Six months ended
June  30,
 
     2013      2012      2013      2012  

Alumina

   $ —         $ 1       $ —         $ 1   

Primary Metals

     94         1         94         6   

Global Rolled Products

     7         —           10         1   

Engineered Products and Solutions

     19         —           22         3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Segment total

     120         2         126         11   

Corporate

     124         13         125         14   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total restructuring and other charges

   $ 244       $ 15       $ 251       $ 25   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of June 30, 2013, approximately 120 of the 530 employees associated with 2013 restructuring programs and approximately 560 of the 800 employees associated with 2012 restructuring programs were separated. The separations associated with 2011 restructuring programs were essentially complete. The remaining separations for the 2013 and 2012 restructuring programs are expected to be completed by the end of 2013.

In the 2013 second quarter and six-month period, cash payments of $1 and $2, respectively, were made against the layoff reserves related to the 2013 restructuring programs; $4 and $11, respectively, were made against the layoff reserves related to the 2012 restructuring programs; and $2 and $6, respectively, were made against the layoff reserves related to the 2011 restructuring programs.

 

12


Activity and reserve balances for restructuring charges were as follows:

 

     Layoff
costs
    Other
exit costs
    Total  

Reserve balances at December 31, 2011

   $ 77      $ 57      $ 134   
  

 

 

   

 

 

   

 

 

 

2012:

      

Cash payments

     (44     (13     (57

Restructuring charges

     47        13        60   

Other*

     (21     (5     (26
  

 

 

   

 

 

   

 

 

 

Reserve balances at December 31, 2012

     59        52        111   
  

 

 

   

 

 

   

 

 

 

2013:

      

Cash payments

     (19     (6     (25

Restructuring charges

     27        71        98   

Other*

     (7     (69     (76
  

 

 

   

 

 

   

 

 

 

Reserve balances at June 30, 2013

   $ 60      $ 48      $ 108   
  

 

 

   

 

 

   

 

 

 

 

* Other includes reversals of previously recorded restructuring charges and the effects of foreign currency translation. In the 2013 six-month period, Other for other exit costs also included a reclassification of the following restructuring charges: $54 in asset retirement and $12 in environmental obligations, as these liabilities are included in Alcoa’s separate reserves for asset retirement obligations and environmental remediation (see Note F), respectively.

The remaining reserves are expected to be paid in cash during 2013, with the exception of approximately $55 to $60, which is expected to be paid over the next several years for lease termination costs, special separation benefit payments, and ongoing site remediation work.

D. Inventories

 

     June 30,
2013
     December 31,
2012
 

Finished goods

   $ 580       $ 542   

Work-in-process

     925         866   

Bauxite and alumina

     649         618   

Purchased raw materials

     502         536   

Operating supplies

     249         263   
  

 

 

    

 

 

 
   $ 2,905       $ 2,825   
  

 

 

    

 

 

 

At June 30, 2013 and December 31, 2012, the total amount of inventories valued on a last in, first out (LIFO) basis was 36% and 35%, respectively. If valued on an average-cost basis, total inventories would have been $765 and $770 higher at June 30, 2013 and December 31, 2012, respectively.

E. Debt In May 2013, Alcoa elected to call for redemption the $422 in outstanding principal of its 6.00% Notes due July 2013 (the “Notes”) under the provisions of the Notes. The total cash paid to the holders of the called Notes was $435, which includes $12 in accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date, and a $1 purchase premium. The purchase premium was recorded in Interest expense on the accompanying Statement of Consolidated Operations. This transaction was completed on June 28, 2013.

In January 2013, Alcoa fully borrowed $150 under an existing credit facility, which was repaid in March 2013. The related revolving credit agreement was terminated effective March 19, 2013. In April 2013, Alcoa entered into a new revolving credit agreement with this same financial institution under the same terms as the previous agreement. During the second quarter of 2013, Alcoa borrowed and repaid $150 under the credit facility, which expires in March 2014.

In the first quarter of 2013, Alcoa entered into three agreements, each with a different financial institution, for a $200 term loan (and subsequently a $200 revolving credit facility – see below), a $150 revolving credit facility, and a $75 revolving credit facility. The purpose of any borrowings under all three arrangements is to provide working capital and for other general corporate purposes. During the first quarter of 2013, Alcoa fully borrowed and repaid the $200 term loan (and subsequently the $200 credit facility) and the $75 credit facility. Additionally, during the second quarter of 2013, Alcoa fully borrowed and repaid the $200, $150, and $75 credit facilities.

The term loan was fully drawn on the same date as the agreement. In March 2013, Alcoa and the lender agreed to terminate the term loan and entered into a revolving credit agreement, providing a $200 credit facility. As provided for in the terms of the revolving credit agreement, the outstanding term loan was automatically deemed to be an outstanding borrowing under the credit facility.

 

13


The $200 revolving credit facility expires in July 2014 (extended by one year in July 2013), the $150 revolving credit facility expires in February 2014, and the $75 revolving credit facility expires in December 2013. The covenants contained in all three arrangements are the same as Alcoa’s Five-Year Revolving Credit Agreement (see the Commercial Paper section of Note K to the Consolidated Financial Statements included in Alcoa’s 2012 Form 10-K).

The weighted-average interest rate and weighted-average days outstanding of the respective borrowings under the six arrangements (four active and two terminated as of June 30, 2013) during the first and second quarter of 2013 was 1.58% and 1.50%, respectively, and 40 days and 72 days, respectively.

Also in the first quarter of 2013, Alcoa’s subsidiary, Alumínio, borrowed and repaid a total of $52 in new loans with a weighted-average interest rate of 0.72% and a weighted-average maturity of 70 days from a financial institution. The purpose of these borrowings was to support Alumínio’s export operations.

F. Contingencies and Commitments

Contingencies

Litigation

Alba Civil Suit

On February 27, 2008, Alcoa Inc. (“Alcoa”) received notice that Aluminium Bahrain B.S.C. (“Alba”) had filed suit against Alcoa, Alcoa World Alumina LLC (“AWA”), and William Rice (collectively, the “Alcoa Parties”), and others, in the U.S. District Court for the Western District of Pennsylvania (the “Court”), Civil Action number 08-299, styled Aluminium Bahrain B.S.C. v. Alcoa Inc., Alcoa World Alumina LLC, William Rice, and Victor Phillip Dahdaleh. The complaint alleged that certain Alcoa entities and their agents, including Victor Phillip Dahdaleh, had engaged in a conspiracy over a period of 15 years to defraud Alba. The complaint further alleged that Alcoa and its employees or agents (1) illegally bribed officials of the government of Bahrain and/or officers of Alba in order to force Alba to purchase alumina at excessively high prices, (2) illegally bribed officials of the government of Bahrain and/or officers of Alba and issued threats in order to pressure Alba to enter into an agreement by which Alcoa would purchase an equity interest in Alba, and (3) assigned portions of existing supply contracts between Alcoa and Alba for the sole purpose of facilitating alleged bribes and unlawful commissions. The complaint alleged that Alcoa and the other defendants violated the Racketeer Influenced and Corrupt Organizations Act (RICO) and committed fraud. Alba claimed damages in excess of $1,000. Alba’s complaint sought treble damages with respect to its RICO claims; compensatory, consequential, exemplary, and punitive damages; rescission of the 2005 alumina supply contract; and attorneys’ fees and costs.

In response to a motion filed by the U.S. Department of Justice (“DOJ”) on March 27, 2008 (see “Government Investigations” below), the Court ordered the Alba civil suit administratively closed and stayed all discovery to allow the DOJ to fully conduct an investigation. On November 8, 2011, at Alcoa’s request, the Court removed the case from administrative stay and ordered Alba to file an Amended Complaint by November 28, 2011, and a RICO Case Statement 30 days thereafter for the limited purpose of allowing Alcoa to move to dismiss Alba’s lawsuit. Alcoa filed a motion to dismiss, which was denied on June 11, 2012.

During the second quarter of 2012, Alcoa proposed to settle the suit by offering Alba a cash payment of $45. Alcoa also offered Alba a long-term alumina supply contract. Based on the cash offer, Alcoa recorded a $45 ($18 after-tax and noncontrolling interest) charge in the 2012 second quarter representing Alcoa’s estimate of the minimum end of the range probable to settle the case, and estimated an additional reasonably possible charge of up to $75 to settle the suit.

On October 9, 2012, the Alcoa Parties, without admitting any liability, entered into a settlement agreement with Alba. The agreement called for AWA to pay Alba $85 in two equal installments, one-half at time of settlement and one-half one year later, and for the case against the Alcoa Parties to be dismissed with prejudice. Additionally, AWA and Alba entered into a long-term alumina supply agreement. On October 9, 2012, pursuant to the settlement agreement, AWA paid Alba $42.5, and all claims against the Alcoa Parties were dismissed with prejudice. Under the agreement, AWA is obligated to pay an additional $42.5, without interest or contingency, on October 9, 2013. Based on the settlement agreement, in the 2012 third quarter, Alcoa recorded a $40 ($15 after-tax and noncontrolling interest) charge in addition to the $45 ($18 after-tax and noncontrolling interest) charge it recorded in the 2012 second quarter in respect of the suit. In addition, based on an agreement between Alcoa and Alumina Limited (which holds a 40% equity interest in AWA), Alcoa estimates an additional reasonably possible after-tax charge of between $25 to $30 to reallocate a portion of the costs of the Alba civil settlement and all legal fees associated with this matter (including the government investigations discussed below) from Alumina Limited to Alcoa, but this would occur only if a settlement is reached with the DOJ and the Securities and Exchange Commission (the “SEC”) regarding their investigations (see “Government Investigations” below).

 

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Government Investigations

On February 26, 2008, Alcoa Inc. advised the DOJ and the SEC that it had recently become aware of the claims by Alba as alleged in the Alba civil suit, had already begun an internal investigation and intended to cooperate fully in any investigation that the DOJ or the SEC may commence. On March 17, 2008, the DOJ notified Alcoa that it had opened a formal investigation. The SEC subsequently commenced a concurrent investigation. Alcoa has been cooperating with the government since that time.

In the past year, Alcoa has been seeking settlements of both investigations. During the second quarter of 2013, Alcoa proposed to settle the DOJ matter by offering the DOJ a cash payment of $103. Based on this offer, Alcoa recorded a charge of $103 ($62 after noncontrolling interest) in the 2013 second quarter. There is a reasonable possibility of an additional charge of between $0 and approximately $200 to settle the DOJ matter. Settlement negotiations with the DOJ are continuing. Based on negotiations to date, Alcoa expects any such settlement will be paid over several years. Alcoa has also exchanged settlement offers with the SEC. However, the SEC staff has rejected Alcoa’s most recent offer of $60 and no charge has been recorded. Alcoa expects that any resolution through settlement with the SEC would be material to results of operations for the relevant fiscal period.

Although Alcoa seeks to resolve the Alba matter with the DOJ and the SEC through settlements, there can be no assurance that settlements will be reached. If settlements cannot be reached with either the DOJ or the SEC, Alcoa will proceed to trial. Under those circumstances, the final outcome of the DOJ and the SEC matters cannot be predicted and there can be no assurance that it would not have a material adverse effect on Alcoa.

If settlements with both the DOJ and the SEC are reached, based on the aforementioned agreement between Alcoa and Alumina Limited (see “Alba Civil Suit” above), the costs of any such settlements will be allocated between Alcoa and Alumina Limited on an 85% and 15% basis, respectively, which would result in an additional charge to Alcoa at that time. (For example, if settlements with both the DOJ and the SEC are reached, and if the DOJ matter settled for $103, Alcoa’s $62 after noncontrolling interest share of the 2013 second quarter $103 charge recorded with respect to the DOJ matter would be approximately $25 higher, which would be reflected as an additional charge at that time.)

Other Matters

In November 2006, in Curtis v. Alcoa Inc., Civil Action No. 3:06cv448 (E.D. Tenn.), a class action was filed by plaintiffs representing approximately 13,000 retired former employees of Alcoa or Reynolds Metals Company and spouses and dependents of such retirees alleging violation of the Employee Retirement Income Security Act (ERISA) and the Labor-Management Relations Act by requiring plaintiffs, beginning January 1, 2007, to pay health insurance premiums and increased co-payments and co-insurance for certain medical procedures and prescription drugs. Plaintiffs alleged these changes to their retiree health care plans violated their rights to vested health care benefits. Plaintiffs additionally alleged that Alcoa had breached its fiduciary duty to plaintiffs under ERISA by misrepresenting to them that their health benefits would never change. Plaintiffs sought injunctive and declaratory relief, back payment of benefits, and attorneys’ fees. Alcoa had consented to treatment of plaintiffs’ claims as a class action. During the fourth quarter of 2007, following briefing and argument, the court ordered consolidation of the plaintiffs’ motion for preliminary injunction with trial, certified a plaintiff class, and bifurcated and stayed the plaintiffs’ breach of fiduciary duty claims. Trial in the matter was held over eight days commencing September 22, 2009 and ending on October 1, 2009 in federal court in Knoxville, TN before the Honorable Thomas Phillips, U.S. District Court Judge.

On March 9, 2011, the court issued a judgment order dismissing plaintiffs’ lawsuit in its entirety with prejudice for the reasons stated in its Findings of Fact and Conclusions of Law. On March 23, 2011, plaintiffs filed a motion for clarification and/or amendment of the judgment order, which seeks, among other things, a declaration that plaintiffs’ retiree benefits are vested subject to an annual cap and an injunction preventing Alcoa, prior to 2017, from modifying the plan design to which plaintiffs are subject or changing the premiums and deductibles that plaintiffs must pay. Also on March 23, 2011, plaintiffs filed a motion for award of attorney’s fees and expenses. On June 11, 2012, the court issued its memorandum and order denying plaintiffs’ motion for clarification and/or amendment to the original judgment order. On July 6, 2012, plaintiffs filed a notice of appeal of the court’s March 9, 2011 judgment. On July 12, 2012, the trial court stayed Alcoa’s motion for assessment of costs pending resolution of plaintiffs’ appeal. The appeal is docketed in the United States Court of Appeals for the Sixth Circuit as case number 12-5801. On August 29, 2012, the trial court dismissed plaintiffs’ motion for attorneys’ fees without prejudice to refiling the motion following the resolution of the appeal at the Sixth Circuit Court of Appeals. On May 9, 2013, the Sixth Circuit Court of Appeals issued an opinion affirming the trial court’s denial of plaintiffs’ claims for lifetime, uncapped retiree healthcare benefits. Plaintiffs filed a petition for rehearing on May 22, 2013 to which the Sixth Circuit Court of Appeals directed Alcoa to file a response, which was completed on June 7, 2013. The Sixth Circuit Court of Appeals has not yet issued its ruling on the petition.

 

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Before 2002, Alcoa purchased power in Italy in the regulated energy market and received a drawback of a portion of the price of power under a special tariff in an amount calculated in accordance with a published resolution of the Italian Energy Authority, Energy Authority Resolution n. 204/1999 (“204/1999”). In 2001, the Energy Authority published another resolution, which clarified that the drawback would be calculated in the same manner, and in the same amount, in either the regulated or unregulated market. At the beginning of 2002, Alcoa left the regulated energy market to purchase energy in the unregulated market. Subsequently, in 2004, the Energy Authority introduced regulation no. 148/2004 which set forth a different method for calculating the special tariff that would result in a different drawback for the regulated and unregulated markets. Alcoa challenged the new regulation in the Administrative Court of Milan and received a favorable judgment in 2006. Following this ruling, Alcoa continued to receive the power price drawback in accordance with the original calculation method, through 2009, when the European Commission declared all such special tariffs to be impermissible “state aid.” In 2010, the Energy Authority appealed the 2006 ruling to the Consiglio di Stato (final court of appeal). On December 2, 2011, the Consiglio di Stato ruled in favor of the Energy Authority and against Alcoa, thus presenting the opportunity for the energy regulators to seek reimbursement from Alcoa of an amount equal to the difference between the actual drawback amounts received over the relevant time period, and the drawback as it would have been calculated in accordance with regulation 148/2004. On February 23, 2012, Alcoa filed its appeal of the decision of the Consiglio di Stato (this appeal was subsequently withdrawn in March 2013). On March 26, 2012, Alcoa received a letter from the agency (Cassa Conguaglio per il Settore Eletrico (CCSE)) responsible for making and collecting payments on behalf of the Energy Authority demanding payment in the amount of approximately $110 (€85), including interest. By letter dated April 5, 2012, Alcoa informed CCSE that it disputes the payment demand of CCSE since (i) CCSE was not authorized by the Consiglio di Stato decisions to seek payment of any amount, (ii) the decision of the Consiglio di Stato has been appealed (see above), and (iii) in any event, no interest should be payable. On April 29, 2012, Law No. 44 of 2012 (“44/2012”) came into effect, changing the method to calculate the drawback. On February 21, 2013, Alcoa received a revised request letter from CSSE demanding Alcoa’s subsidiary, Alcoa Trasformazioni S.r.l., make a payment in the amount of $97 (€76), including interest, which reflects a revised calculation methodology by CCSE and represents the high end of the range of reasonably possible loss associated with this matter of $0 to $97 (€76). Alcoa has rejected that demand and has formally challenged it through an appeal before the Administrative Court on April 5, 2013. At this time, the Company is unable to reasonably predict an outcome for this matter.

European Commission Matters

In July 2006, the European Commission (EC) announced that it had opened an investigation to establish whether an extension of the regulated electricity tariff granted by Italy to some energy-intensive industries complies with European Union (EU) state aid rules. The Italian power tariff extended the tariff that was in force until December 31, 2005 through November 19, 2009 (Alcoa had been incurring higher power costs at its smelters in Italy subsequent to the tariff end date through the end of 2012). The extension was originally through 2010, but the date was changed by legislation adopted by the Italian Parliament effective on August 15, 2009. Prior to expiration of the tariff in 2005, Alcoa had been operating in Italy for more than 10 years under a power supply structure approved by the EC in 1996. That measure provided a competitive power supply to the primary aluminum industry and was not considered state aid from the Italian Government. The EC’s announcement expressed concerns about whether Italy’s extension of the tariff beyond 2005 was compatible with EU legislation and potentially distorted competition in the European market of primary aluminum, where energy is an important part of the production costs.

On November 19, 2009, the EC announced a decision in this matter stating that the extension of the tariff by Italy constituted unlawful state aid, in part, and, therefore, the Italian Government is to recover a portion of the benefit Alcoa received since January 2006 (including interest). The amount of this recovery will be based on a calculation that is being prepared by the Italian Government (see below). In late 2009, after discussions with legal counsel and reviewing the bases on which the EC decided, including the different considerations cited in the EC decision regarding Alcoa’s two smelters in Italy, Alcoa recorded a charge of $250 (€173), which included $20 (€14) to write off a receivable from the Italian Government for amounts due under the now expired tariff structure and $230 (€159) to establish a reserve. On April 19, 2010, Alcoa filed an appeal of this decision with the General Court of the EU. Alcoa will pursue all substantive and procedural legal steps available to annul the EC’s decision. On May 22, 2010, Alcoa also filed with the General Court a request for injunctive relief to suspend the effectiveness of the

 

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decision, but, on July 12, 2010, the General Court denied such request. On September 10, 2010, Alcoa appealed the July 12, 2010 decision to the European Court of Justice (ECJ); this appeal was dismissed on December 16, 2011.

In June 2012, Alcoa received formal notification from the Italian Government with a calculated recovery amount of $375 (€303); this amount was reduced by $65 (€53) of amounts owed by the Italian Government to Alcoa, resulting in a net payment request of $310 (€250). In a notice published in the Official Journal of the European Union on September 22, 2012, the EC announced that it had filed an action against the Italian Government on July 18, 2012 to compel it to collect the recovery amount. On September 27, 2012, Alcoa received a request for payment in full of the $310 (€250) by October 31, 2012. Since then, Alcoa has been in discussions with the Italian Government regarding the timing of such payment. Alcoa commenced payment of the requested amount in five quarterly installments of $65 (€50), paying the first installment on October 31, 2012, the second installment on March 27, 2013, and the third installment on June 27, 2013. It is possible that Alcoa may be required to accelerate payment or pay the remaining amount in a lump sum. Notwithstanding the payment request or the timing of such payments, Alcoa’s estimate of the most probable loss of the ultimate outcome of this matter and the low end of the range of reasonably possible loss, which is $207 (€159) to $395 (€303), remains the $207 (€159) (the U.S. dollar amount reflects the effects of foreign currency movements since 2009) recorded in 2009. At June 30, 2013, Alcoa’s reserve for this matter stands at $11 (€9), reflecting the payments made in October 2012, March 2013, and June 2013. The full extent of the loss will not be known until the final judicial determination, which could be a period of several years.

Separately, on November 29, 2006, Alcoa filed an appeal before the General Court (formerly the European Court of First Instance) seeking the annulment of the EC’s decision to open an investigation alleging that such decision did not follow the applicable procedural rules. On March 25, 2009, the General Court denied Alcoa’s appeal. On May 29, 2009, Alcoa appealed the March 25, 2009 ruling before the ECJ. The hearing of the May 29, 2009 appeal was held on June 24, 2010. On July 21, 2011, the ECJ denied Alcoa’s appeal.

As a result of the EC’s November 19, 2009 decision, management had contemplated ceasing operations at its Italian smelters due to uneconomical power costs. In February 2010, management agreed to continue to operate its smelters in Italy for up to six months while a long-term solution to address increased power costs could be negotiated.

Also in February 2010, the Italian Government issued a decree, which was converted into law by the Italian Parliament in March 2010, to provide interruptibility rights to certain industrial customers who were willing to be subject to temporary interruptions in the supply of power (i.e. compensation for power interruptions when grids are overloaded) over a three-year period. Alcoa applied for and was granted such rights (expired on December 31, 2012) related to its Portovesme smelter. In May 2010, the EC stated that, based on their review of the validity of the decree, the interruptibility rights should not be considered state aid. On July 29, 2010, Alcoa executed a new power agreement effective September 1, 2010 through December 31, 2012 for the Portovesme smelter, replacing the short-term, market-based power contract that was in effect since early 2010.

Additionally in May 2010, Alcoa and the Italian Government agreed to a temporary idling of the Fusina smelter. As of June 30, 2010, the Fusina smelter was fully curtailed (44 kmt-per-year). In June 2013, Alcoa decided to permanently shut down and demolish the Fusina smelter due to persistent uneconomical conditions (see Note C).

At the end of 2011, as part of a restructuring of Alcoa’s global smelting system, management decided to curtail operations at the Portovesme smelter during the first half of 2012 due to the uncertain prospects for viable, long-term power, along with rising raw materials costs and falling global aluminum prices (mid-2011 to late 2011). In March 2012, Alcoa decided to delay the curtailment of the Portovesme smelter until the second half of 2012 based on negotiations with the Italian Government and other stakeholders. In September 2012, Alcoa began the process of curtailing the Portovesme smelter, which was fully curtailed by the end of 2012. This curtailment may lead to the permanent closure of the facility; however, Alcoa will keep the smelter in restart condition during 2013.

In January 2007, the EC announced that it had opened an investigation to establish whether the regulated electricity tariffs granted by Spain comply with EU state aid rules. At the time the EC opened its investigation, Alcoa had been operating in Spain for more than nine years under a power supply structure approved by the Spanish Government in 1986, an equivalent tariff having been granted in 1983. The investigation is limited to the year 2005 and is focused both on the energy-intensive consumers and the distribution companies. The investigation provided 30 days to any interested party to submit observations and comments to the EC. With respect to the energy-intensive consumers, the EC opened the investigation on the assumption that prices paid under the tariff in 2005 were lower than a pool price mechanism, therefore being, in principle, artificially below market conditions. Alcoa submitted comments in which the company provided evidence that prices paid by energy-intensive consumers were in line with

 

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the market, in addition to various legal arguments defending the legality of the Spanish tariff system. It is Alcoa’s understanding that the Spanish tariff system for electricity is in conformity with all applicable laws and regulations, and therefore no state aid is present in the tariff system. While Alcoa does not believe that an unfavorable decision is probable, management has estimated that the total potential impact from an unfavorable decision could be approximately $90 (€70) pretax. Also, while Alcoa believes that any additional cost would only be assessed for the year 2005, it is possible that the EC could extend its investigation to later years. If the EC’s investigation concludes that the regulated electricity tariffs for industries are unlawful, Alcoa will have an opportunity to challenge the decision in the EU courts.

Environmental Matters

Alcoa continues to participate in environmental assessments and cleanups at a number of locations (more than 100). These include owned or operating facilities and adjoining properties, previously owned or operating facilities and adjoining properties, and waste sites, including Superfund (Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)) sites. A liability is recorded for environmental remediation when a cleanup program becomes probable and the costs can be reasonably estimated.

As assessments and cleanups proceed, the liability is adjusted based on progress made in determining the extent of remedial actions and related costs. The liability can change substantially due to factors such as the nature and extent of contamination, changes in remedial requirements, and technological changes, among others.

Alcoa’s remediation reserve balance was $535 and $532 at June 30, 2013 and December 31, 2012 (of which $69 and $74 was classified as a current liability), respectively, and reflects the most probable costs to remediate identified environmental conditions for which costs can be reasonably estimated. In the 2013 second quarter and six-month period, the remediation reserve was increased by $17 and $16, respectively. The net change in both periods was due to a charge of $12 related to the planned demolition of certain structures at the Massena West, NY and Baie Comeau, Quebec, Canada sites (see Note C) and the remainder was associated with a number of other sites. In both periods, the changes to the remediation reserve, except for the aforementioned $12, were recorded in Cost of goods sold on the accompanying Statement of Consolidated Operations.

Payments related to remediation expenses applied against the reserve were $6 and $11 in the 2013 second quarter and six-month period, respectively. This amount includes expenditures currently mandated, as well as those not required by any regulatory authority or third party. In the 2013 six-month period, the change in the reserve also reflects a decrease of $2 due to the effects of foreign currency translation.

Included in annual operating expenses are the recurring costs of managing hazardous substances and environmental programs. These costs are estimated to be approximately 2% of cost of goods sold.

The following discussion provides details regarding the current status of certain significant reserves related to current or former Alcoa sites.

Massena West, NY—Alcoa has been conducting investigations and studies of the Grasse River, adjacent to Alcoa’s Massena plant site, under a 1989 order from the U.S. Environmental Protection Agency (EPA) issued under CERCLA. Sediments and fish in the river contain varying levels of polychlorinated biphenyls (PCBs).

Alcoa submitted various Analysis of Alternatives Reports to the EPA starting in 1998 through 2002 that reported the results of river and sediment studies, potential alternatives for remedial actions related to the PCB contamination, and additional information requested by the EPA.

In June 2003, the EPA requested that Alcoa gather additional field data to assess the potential for sediment erosion from winter river ice formation and breakup. The results of these additional studies, submitted in a report to the EPA in April 2004, suggest that this phenomenon has the potential to occur approximately every 10 years and may impact sediments in certain portions of the river under all remedial scenarios. The EPA informed Alcoa that a final remedial decision for the river could not be made without substantially more information, including river pilot studies on the effects of ice formation and breakup on each of the remedial techniques. Alcoa submitted to the EPA, and the EPA approved, a Remedial Options Pilot Study (ROPS) to gather this information. The scope of this study included sediment removal and capping, the installation of an ice control structure, and significant monitoring.

From 2004 through 2008, Alcoa completed the work outlined in the ROPS. In November 2008, Alcoa submitted an update to the EPA incorporating the new information obtained from the ROPS related to the feasibility and costs associated with various capping and dredging alternatives, including options for ice control. As a result, Alcoa increased the reserve associated with the Grasse River by $40 for the estimated costs of a proposed ice control remedy and for partial settlement of potential damages of natural resources.

 

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In late 2009, the EPA requested that Alcoa submit a complete revised Analysis of Alternatives Report in March 2010 to address questions and comments from the EPA and various stakeholders. On March 24, 2010, Alcoa submitted the revised report, which included an expanded list of proposed remedial alternatives, as directed by the EPA. Alcoa increased the reserve associated with the Grasse River by $17 to reflect an increase in the estimated costs of the Company’s recommended capping alternative as a result of changes in scope that occurred due to the questions and comments from the EPA and various stakeholders. While the EPA reviewed the revised report, Alcoa continued with its on-going monitoring and field studies activities. In late 2010, Alcoa increased the reserve by $2 based on the then most recent estimate of costs expected to be incurred for on-going monitoring and field studies activities. In late 2011, the EPA and various stakeholders completed their review of the March 2010 revised report and submitted questions and comments to Alcoa. As a result, Alcoa increased the reserve by $1 to reflect a revision in the estimate of costs expected to be incurred for on-going monitoring and field studies activities.

In the first half of 2012, Alcoa received final questions and comments from the EPA and other stakeholders on the revised Analysis of Alternatives Report submitted in March 2010, including a requirement that would increase the scope of the recommended capping alternative. In June 2012, Alcoa submitted a revised Analysis of Alternatives Report, which included four less alternatives than the previous report and addressed the final questions and comments from all stakeholders. These final questions and comments resulted in a change to Alcoa’s recommended capping alternative by increasing the area to be remediated. Consequently, Alcoa increased the reserve associated with the Grasse River by $37 in the 2012 second quarter to reflect the changes to the recommended alternative.

In the third quarter of 2012, the EPA selected a proposed remedy from the alternatives included in the June 2012 Analysis of Alternatives Report and released a Proposed Remedial Action Plan (PRAP). The alternative selected by the EPA recommends capping PCB contaminated sediments with concentration in excess of one part per million in the main channel of the river and dredging PCB contaminated sediments in the near-shore areas where total PCBs exceed one part per million. This alternative will result in additional estimated costs above that of the alternative recommended by Alcoa in the June 2012 Analysis of Alternatives Report. As a result, Alcoa increased the reserve associated with the Grasse River by $128 in the 2012 third quarter to reflect such additional estimated costs of the EPA’s proposed remedy. The PRAP was open for public comment until November 29, 2012 (extended from November 15, 2012 due to the effects of Hurricane Sandy).

The EPA completed its review of the comments received during the first quarter of 2013 and, on April 5, 2013, issued a final Record of Decision (ROD). The ROD is consistent with the PRAP issued in October 2012, which reflected the EPA’s selection of a remediation alternative estimated to cost $243. As of June 30, 2013, this amount was fully accrued on the accompanying Consolidated Balance Sheet. Alcoa will now begin the planning and design phase, which is expected to take approximately two to three years, followed by the actual remediation fieldwork that is expected to take approximately four years. The majority of the project funding is expected to be spent between 2016 and 2020.

Sherwin, TX—In connection with the sale of the Sherwin alumina refinery, which was required to be divested as part of the Reynolds merger in 2000, Alcoa agreed to retain responsibility for the remediation of the then existing environmental conditions, as well as a pro rata share of the final closure of the active bauxite residue waste disposal areas (known as the Copano facility). Alcoa’s share of the closure costs is proportional to the total period of operation of the active waste disposal areas. Alcoa estimated its liability for the active waste disposal areas by making certain assumptions about the period of operation, the amount of material placed in the area prior to closure, and the appropriate technology, engineering, and regulatory status applicable to final closure. The most probable cost for remediation was reserved.

For a number of years, Alcoa has been working with Sherwin Alumina Company to develop a sustainable closure plan for the active waste disposal areas, which is partly conditioned on Sherwin’s operating plan for the Copano facility. In the second quarter of 2012, Alcoa received the technical analysis of the closure plan and the operating plan from Sherwin in order to develop a closure cost estimate, including an assessment of Alcoa’s potential liability. It was determined that the most probable course of action would result in a smaller liability than originally reserved due to new information related to the amount of storage capacity in the waste disposal areas and revised assumptions regarding Alcoa’s share of the obligation based on the operating plan provided by Sherwin. As such, Alcoa reduced the reserve associated with Sherwin by $30 in the 2012 second quarter.

East St. Louis, IL—In response to questions regarding environmental conditions at the former East St. Louis operations, Alcoa and the City of East St. Louis, the owner of the site, entered into an administrative order with the EPA in December 2002 to perform a remedial investigation and feasibility study of an area used for the disposal of bauxite residue from historic alumina refining operations. A draft feasibility study was submitted to the EPA in April 2005. The feasibility study included remedial alternatives that ranged from no further action to significant grading, stabilization, and water management of the bauxite residue disposal areas. As a result, Alcoa increased the environmental reserve for this location by $15 in 2005.

 

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In April 2012, in response to comments from the EPA and other stakeholders, Alcoa submitted a revised feasibility study to the EPA, which soon thereafter issued a PRAP identifying a soil cover as the EPA’s recommended alternative. Based on this recommendation, Alcoa submitted a detailed design and cost estimate for implementation of the remedy. A draft consent decree was issued in May 2012 by the EPA and all parties are actively engaged in negotiating a final consent decree and statement of work. As a result, Alcoa increased the reserve associated with East St. Louis by $14 in the 2012 second quarter to reflect the necessary costs for this remedy.

On July 30, 2012, the EPA issued a ROD for this matter and Alcoa began the process of bidding and contracting for the construction work. The ultimate outcome of negotiations and the bidding of the construction work could result in additional liability.

Fusina and Portovesme, Italy—In 1996, Alcoa acquired the Fusina smelter and rolling operations and the Portovesme smelter, both of which are owned by Alcoa’s subsidiary Alcoa Trasformazioni S.r.l. (“Trasformazioni”), from Alumix, an entity owned by the Italian Government. At the time of the acquisition, Alumix indemnified Alcoa for pre-existing environmental contamination at the sites. In 2004, the Italian Ministry of Environment (MOE) issued orders to Trasformazioni and Alumix for the development of a clean-up plan related to soil contamination in excess of allowable limits under legislative decree and to institute emergency actions and pay natural resource damages. Trasformazioni appealed the orders and filed suit against Alumix, among others, seeking indemnification for these liabilities under the provisions of the acquisition agreement. In 2009, Ligestra S.r.l. (“Ligestra”), Alumix’s successor, and Trasformazioni agreed to a stay on the court proceedings while investigations were conducted and negotiations advanced towards a possible settlement.

In December 2009, Trasformazioni and Ligestra reached an agreement for settlement of the liabilities related to Fusina while negotiations continued related to Portovesme. The agreement outlines an allocation of payments to the MOE for emergency action and natural resource damages and the scope and costs for a proposed soil remediation project, which was formally presented to the MOE in mid-2010. The agreement is contingent upon final acceptance of the remediation project by the MOE. As a result of entering into this agreement, Alcoa increased the reserve by $12 for Fusina. Based on comments received from the MOE and local and regional environmental authorities, Trasformazioni submitted a revised remediation plan in the first half of 2012; however, such revisions did not require any change to the existing reserve.

Additionally, due to new information derived from the site investigations conducted at Portovesme, Alcoa increased the reserve by $3 in 2009. In November 2011, Trasformazioni and Ligestra reached an agreement for settlement of the liabilities related to Portovesme, similar to the one for Fusina. A proposed soil remediation project for Portovesme was formally presented to the MOE in June 2012. Neither the agreement with Ligestra nor the proposal to the MOE resulted in a change to the reserve for Portovesme.

Baie Comeau, Quebec, Canada—In August 2012, Alcoa presented an analysis of remediation alternatives to the Quebec Ministry of Sustainable Development, Environment, Wildlife and Parks (MDDEP), in response to a previous request, related to known PCBs and polycyclic aromatic hydrocarbons (PAHs) contained in sediments of the Anse du Moulin bay. As such, Alcoa increased the reserve for Baie Comeau by $25 in the 2012 third quarter to reflect the estimated cost of Alcoa’s recommended alternative, consisting of both dredging and capping of the contaminated sediments. The ultimate selection of a remedy may result in additional liability at the time the MDDEP issues a final decision.

Mosjøen, Norway—In September 2012, Alcoa presented an analysis of remediation alternatives to the Norwegian Climate and Pollution Agency (known as “Klif”), in response to a previous request, related to known PAHs in the sediments located in the harbor and extending out into the fjord. As such, Alcoa increased the reserve for Mosjøen by $20 in the 2012 third quarter to reflect the estimated cost of the baseline alternative for dredging of the contaminated sediments. The ultimate selection of a remedy may result in additional liability at the time the Klif issues a final decision.

Other

In March 2013, Alcoa’s subsidiary, Alcoa World Alumina Brasil (AWAB), was notified by the Brazilian Federal Revenue Office (RFB) that approximately $110 (R$220) of value added tax credits previously claimed are being disallowed and a penalty of 50% assessed. Of this amount, AWAB has received $41 (R$82) in cash as of March 31, 2013. The value added tax credits were claimed by AWAB for both fixed assets and export sales related to the Juruti bauxite mine and São Luís refinery expansion. The RFB has disallowed credits they allege belong to the consortium in which AWAB owns an interest and should not have been claimed by AWAB. Credits have also been disallowed as a result of challenges to

 

20


apportionment methods used, questions about the use of the credits, and an alleged lack of documented proof. The assessment is currently in the administrative process, which could take approximately two years to complete. AWAB presented defense of its claim to the RFB on April 8, 2013. If AWAB is successful in the administrative process, the RFB would have no further recourse. If unsuccessful in this process, AWAB has the option to litigate at a judicial level. The estimated range of reasonably possible loss is $0 to $75 ($R155), whereby the maximum end of the range represents the sum of the portion of the disallowed credits applicable to the export sales and a 50% penalty of the gross amount disallowed. Additionally, the estimated range of disallowed credits related to AWAB’s fixed assets is $0 to $90 (R$175), which would increase the net carrying value of AWAB’s fixed assets if ultimately disallowed. It is management’s opinion that the allegations have no basis; however, at this time, management is unable to reasonably predict an outcome for this matter.

In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against Alcoa, including those pertaining to environmental, product liability, safety and health, and tax matters. While the amounts claimed in these other matters may be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that the Company’s liquidity or results of operations in a particular period could be materially affected by one or more of these other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the financial position of the Company.

Commitments

Investments

Alcoa has an investment in a joint venture for the development, construction, ownership, and operation of an integrated aluminum complex (bauxite mine, alumina refinery, aluminum smelter, and rolling mill) in Saudi Arabia. The joint venture is owned 74.9% by the Saudi Arabian Mining Company (known as “Ma’aden”) and 25.1% by Alcoa and consists of three separate companies as follows: one each for the mine and refinery, the smelter, and the rolling mill. Alcoa accounts for its investment in the joint venture under the equity method. Capital investment in the project is expected to total approximately $10,800 (SAR 40.5 billion). Alcoa’s equity investment in the joint venture will be approximately $1,100 over a five-year period (2010 through 2014), and Alcoa will be responsible for its pro rata share of the joint venture’s project financing. Alcoa has contributed $749, including $9 and $88 in the 2013 second quarter and six-month period, respectively, towards the $1,100 commitment. As of June 30, 2013 and December 31, 2012, the carrying value of Alcoa’s investment in this project was $897 and $816, respectively.

In late 2010, the smelting and rolling mill companies entered into project financing totaling $4,035, of which $1,013 represents Alcoa’s share (the equivalent of Alcoa’s 25.1% interest in the smelting and rolling mill companies). Also, in late 2012, the smelting and rolling mill companies entered into additional project financing totaling $480, of which $120 represents Alcoa’s share. In conjunction with the financings, Alcoa issued guarantees on behalf of the smelting and rolling mill companies to the lenders in the event that such companies default on their debt service requirements through June 2017 and December 2018, respectively, (Ma’aden issued similar guarantees for its 74.9% interest). Alcoa’s guarantees for the smelting and rolling mill companies cover total debt service requirements of $121 in principal and up to a maximum of approximately $60 in interest per year (based on projected interest rates). At both June 30, 2013 and December 31, 2012, the combined fair value of the guarantees was $10 and was included in Other noncurrent liabilities and deferred credits on the accompanying Consolidated Balance Sheet. Under the project financings, a downgrade of Alcoa’s credit ratings below investment grade by at least two agencies would require Alcoa to provide a letter of credit or fund an escrow account for a portion or all of Alcoa’s remaining equity commitment to the joint venture project in Saudi Arabia.

In late 2011, the refining and mining company entered into project financing totaling $1,992, of which $500 represents Alcoa World Alumina and Chemical’s (AWAC) 25.1% interest in the refining and mining company. In conjunction with the financing, Alcoa, on behalf of AWAC, issued guarantees to the lenders in the event that the refining and mining company defaults on its debt service requirements through June 2019 (Ma’aden issued similar guarantees for its 74.9% interest). Alcoa’s guarantees for the refining and mining company cover total debt service requirements of $60 in principal and up to a maximum of approximately $25 in interest per year (based on projected interest rates). At both June 30, 2013 and December 31, 2012, the combined fair value of the guarantees was $4 and was included in Other noncurrent liabilities and deferred credits on the accompanying Consolidated Balance Sheet. In the event

 

21


Alcoa would be required to make payments under the guarantees, 40% of such amount would be contributed to Alcoa by Alumina Limited, consistent with its ownership interest in AWAC. Under the project financing, a downgrade of Alcoa’s credit ratings below investment grade by at least two agencies would require Alcoa to provide a letter of credit or fund an escrow account for a portion or all of Alcoa’s remaining equity commitment to the joint venture project in Saudi Arabia.

Alcoa Alumínio (“Alumínio”), a wholly-owned subsidiary of Alcoa, is a participant in four consortia that each owns a hydroelectric power project in Brazil. The purpose of Alumínio’s participation is to increase its energy self-sufficiency and provide a long-term, low-cost source of power for its two smelters and one refinery. These projects are known as Machadinho, Barra Grande, Serra do Facão, and Estreito.

Alumínio committed to taking a share of the output of the Machadinho and Barra Grande projects each for 30 years and the Serra do Facão and Estreito projects each for 26 years at cost (including cost of financing the project). In the event that other participants in any of these projects fail to fulfill their financial responsibilities, Alumínio may be required to fund a portion of the deficiency. In accordance with the respective agreements, if Alumínio funds any such deficiency, its participation and share of the output from the respective project will increase proportionately.

The Machadinho project reached full capacity in 2002. Alumínio’s investment in this project is 30.99%, which entitles Alumínio to approximately 120 megawatts of assured power. In February 2013, the consortium liquidated the legal entity that owned the facility for tax purposes. The consortium is now an unincorporated joint venture, and, therefore, Alumínio’s share of the assets and liabilities of the consortium are reflected in the respective lines on the accompanying Consolidated Balance Sheet. Prior to February 2013, Alumínio’s investment in Machadinho was accounted for under the equity method. In conjunction with the liquidation, the consortium repaid the remaining outstanding debt related to Machadinho, effectively terminating each partner’s guarantee of such debt.

The Barra Grande project reached full capacity in 2006. Alumínio’s investment in this project is 42.18% and is accounted for under the equity method. This entitles Alumínio to approximately 160 megawatts of assured power. Alumínio’s total investment in this project was $150 (R$328) and $159 (R$326) at June 30, 2013 and December 31, 2012, respectively.

The Serra do Facão project reached full capacity in 2010. Alumínio’s investment in this project is 34.97% and is accounted for under the equity method. This entitles Alumínio to approximately 65 megawatts of assured power. Alumínio’s total investment in this project was $92 (R$200) and $98 (R$200) at June 30, 2013 and December 31, 2012, respectively. Alumínio previously issued a third-party guarantee related to its share of the consortium’s debt; however, in October 2012, the lender released all of the consortium’s investors from their respective guarantees.

Even though the Serra do Facão project has been fully operational since 2010, construction costs continue to be incurred to complete the facility related to environmental compliance in accordance with the installation license. Total estimated project costs are approximately $460 (R$1,000) and Alumínio’s share is approximately $160 (R$350). As of June 30, 2013, approximately $160 (R$350) of Alumínio’s commitment was expended on the project (includes both funds provided by Alumínio and Alumínio’s share of the long-term financing).

The Estreito project reached full capacity in March 2013. Alumínio’s investment in this project is 25.49%, which entitles Alumínio to approximately 150 megawatts of assured power. The Estreito consortium is an unincorporated joint venture, and, therefore, Alumínio’s share of the assets and liabilities of the consortium are reflected in the respective lines on the accompanying Consolidated Balance Sheet. Total estimated project costs are approximately $2,370 (R$5,170) and Alumínio’s share is approximately $600 (R$1,320). These amounts reflect an approved increase by the consortium in 2012 of approximately $130 (R$270) to complete the Estreito project due to fluctuations in currency, inflation, and the price and scope of construction, among other factors. As of June 30, 2013, approximately $570 (R$1,260) of Alumínio’s commitment was expended on the project.

As of June 30, 2013, Alumínio’s current power self-sufficiency satisfies approximately 70% of a total energy demand of approximately 690 megawatts from two smelters (São Luís (Alumar) and Poços de Caldas) and one refinery (Poços de Caldas) in Brazil.

In 2004, Alcoa acquired a 20% interest in a consortium, which subsequently purchased the Dampier to Bunbury Natural Gas Pipeline (DBNGP) in Western Australia, in exchange for an initial cash investment of $17 (A$24). The investment in the DBNGP, which is classified as an equity investment, was made in order to secure a competitively priced long-term supply of natural gas to Alcoa’s refineries in Western Australia. Alcoa has made additional contributions of $141 (A$176) for its share of the pipeline capacity expansion and other operational purposes of the consortium through September 2011. No further expansion of the pipeline’s capacity is planned at this time. In late 2011, the consortium initiated a three-year equity call plan to improve its capitalization structure. This plan requires Alcoa to contribute $40 (A$40), of which $24 (A$23) was made through June 30, 2013, including $3 (A$2) and $7 (A$6) in

 

22


the 2013 second quarter and six-month period, respectively. In addition to its equity ownership, Alcoa has an agreement to purchase gas transmission services from the DBNGP. At June 30, 2013, Alcoa has an asset of $327 (A$351) representing prepayments made under the agreement for future gas transmission services. Alcoa’s maximum exposure to loss on the investment and the related contract is approximately $460 (A$500) as of June 30, 2013.

G. Other Expenses (Income), Net

 

     Second quarter ended
June  30,
    Six months ended
June  30,
 
     2013     2012     2013     2012  

Equity loss

   $ 10      $ 10      $ 22      $ 12   

Interest income

     (4     (4     (8     (10

Foreign currency (gains) losses, net

     (5     11        (11     (1

Net (gain) loss from asset sales

     (1     (1     (6     1   

Net loss (gain) on mark-to-market derivative contracts (M)

     16        2        (1     9   

Other, net

     3        4        (4     (5
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 19      $ 22      $ (8   $ 6   
  

 

 

   

 

 

   

 

 

   

 

 

 

H. Segment Information On January 1, 2013, management revised the inventory-costing method used by certain locations within the Global Rolled Products and Engineered Products and Solutions segments, which affects the determination of the respective segment’s profitability measure, After-tax operating income (ATOI). Management made the change in order to improve internal consistency and enhance industry comparability. This revision does not impact the consolidated results of Alcoa. Segment information for all prior periods presented was revised to reflect this change.

The operating results of Alcoa’s reportable segments were as follows (differences between segment totals and consolidated totals are in Corporate):

 

     Alumina      Primary
Metals
     Global
Rolled
Products
     Engineered
Products
and
Solutions
     Total  

Second quarter ended June 30, 2013

              

Sales:

              

Third-party sales

   $ 822       $ 1,620       $ 1,877       $ 1,468       $ 5,787   

Intersegment sales

     581         677         43         —           1,301   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total sales

   $ 1,403       $ 2,297       $ 1,920       $ 1,468       $ 7,088   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Profit and loss:

              

Equity loss

   $ (1)       $ (7)       $ (2)       $ —         $ (10)   

Depreciation, depletion, and amortization

     115         132         55         39         341   

Income taxes

     14         (25)         32         94         115   

ATOI

     64         (32)         79         193         304   

Second quarter ended June 30, 2012

              

Sales:

              

Third-party sales

   $ 750       $ 1,804       $ 1,913       $ 1,420       $   5,887   

Intersegment sales

     576         782         44         —           1,402   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total sales

   $ 1,326       $ 2,586       $ 1,957       $ 1,420       $ 7,289   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Profit and loss:

              

Equity income (loss)

   $ 1       $   (9)       $ (2)       $ —         $ (10)   

Depreciation, depletion, and amortization

     114         133         57         39         343   

Income taxes

     (6)         (19)         34         76         85   

ATOI

     23         (3)         78         157         255   

 

23


     Alumina      Primary
Metals
     Global
Rolled
Products
     Engineered
Products
and
Solutions
     Total  

Six months ended June 30, 2013

              

Sales:

              

Third-party sales

   $ 1,648       $ 3,378       $ 3,656       $ 2,891       $ 11,573   

Intersegment sales

     1,176         1,404         94         —           2,674   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total sales

   $ 2,824       $ 4,782       $ 3,750       $ 2,891       $ 14,247   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Profit and loss:

              

Equity loss

   $ —         $ (16)       $ (6)       $ —         $ (22)   

Depreciation, depletion, and amortization

     224         267         112         79         682   

Income taxes

     28         (24)         71         178         253   

ATOI

     122         7         160         366         655   

Six months ended June 30, 2012

              

Sales:

              

Third-party sales

   $ 1,525       $ 3,748       $ 3,758       $ 2,810       $ 11,841   

Intersegment sales

     1,193         1,543         88         —           2,824   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total sales

   $ 2,718       $ 5,291       $ 3,846       $ 2,810       $ 14,665   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Profit and loss:

              

Equity income (loss)

   $ 2       $ (11)       $ (3)       $ —         $ (12)   

Depreciation, depletion, and amortization

     228         268         114         79         689   

Income taxes

     (7)         (32)         85         149         195   

ATOI

     58         7         180         314         559   

The following table reconciles total segment ATOI to consolidated net (loss) income attributable to Alcoa:

 

     Second quarter ended
June  30,
    Six months ended
June 30,
 
     2013     2012     2013     2012  

Total segment ATOI

   $ 304      $ 255      $ 655      $ 559   

Unallocated amounts (net of tax):

        

Impact of LIFO

     5        19        3        19   

Interest expense

     (76     (80     (151     (160

Noncontrolling interests

     29        17        8        12   

Corporate expense

     (71     (69     (138     (133

Restructuring and other charges

     (211     (10     (216     (17

Other

     (99     (134     (131     (188
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net (loss) income attributable to Alcoa

   $ (119   $ (2   $ 30      $ 92   
  

 

 

   

 

 

   

 

 

   

 

 

 

Items required to reconcile total segment ATOI to consolidated net (loss) income attributable to Alcoa include: the impact of LIFO inventory accounting; interest expense; noncontrolling interests; corporate expense (general administrative and selling expenses of operating the corporate headquarters and other global administrative facilities, along with depreciation and amortization on corporate-owned assets); restructuring and other charges; discontinued operations; and other items, including intersegment profit eliminations, differences between tax rates applicable to the segments and the consolidated effective tax rate, the results of the soft alloy extrusions business in Brazil, and other nonoperating items such as foreign currency transaction gains/losses and interest income.

I. Earnings Per Share – Basic earnings per share (EPS) amounts are computed by dividing earnings, after the deduction of preferred stock dividends declared and dividends and undistributed earnings allocated to participating securities, by the average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities.

 

24


The information used to compute basic and diluted EPS attributable to Alcoa common shareholders was as follows (shares in millions):

 

     Second quarter ended
June  30,
    Six months ended
June 30,
 
     2013     2012     2013      2012  

Net (loss) income attributable to Alcoa common shareholders

   $ (119   $ (2   $ 30       $ 92   

Less: preferred stock dividends declared

     —          —          1         1   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net (loss) income available to common equity

     (119     (2     29         91   

Less: dividends and undistributed earnings allocated to participating securities

     —          —          —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net (loss) income available to Alcoa common shareholders – basic

     (119     (2     29         91   

Add: interest expense related to convertible notes

     —          —          —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net (loss) income available to Alcoa common shareholders – diluted

   $ (119   $ (2   $ 29       $ 91   
  

 

 

   

 

 

   

 

 

    

 

 

 

Average shares outstanding – basic

     1,069        1,067        1,069         1,066   

Effect of dilutive securities:

         

Stock options

     —          —          2         4   

Stock and performance awards

     —          —          8         5   

Convertible notes

     —          —          —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Average shares outstanding – diluted

     1,069        1,067        1,079         1,075   
  

 

 

   

 

 

   

 

 

    

 

 

 

Participating securities are defined as unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and are included in the computation of earnings per share pursuant to the two-class method. Prior to January 1, 2010, under Alcoa’s stock-based compensation programs, certain employees were granted stock and performance awards, which entitle those employees to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of Alcoa’s common stock. As such, these unvested stock and performance awards met the definition of a participating security. Under the two-class method, all earnings, whether distributed or undistributed, are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. At June 30, 2013, there were no outstanding participating securities, as all such securities have vested and were converted into shares of common stock. At June 30, 2012, there were less than 1 million participating securities outstanding.

Effective January 1, 2010, new grants of stock and performance awards do not contain a nonforfeitable right to dividends during the vesting period. As a result, an employee will forfeit the right to dividends accrued on unvested awards if that person does not fulfill their service requirement during the vesting period. As such, these awards are not treated as participating securities in the EPS calculation as the employees do not have equivalent dividend rights as common shareholders. These awards are included in the EPS calculation utilizing the treasury stock method similar to stock options. At June 30, 2013 and 2012, there were 17 million and 12 million such awards outstanding, respectively.

In the 2013 second quarter, basic average shares outstanding and diluted average shares outstanding were the same because the effect of potential shares of common stock was anti-dilutive since Alcoa generated a loss from continuing operations. As a result, 89 million share equivalents related to convertible notes, 17 million stock awards, and 9 million stock options were not included in the computation of diluted EPS. Had Alcoa generated sufficient income from continuing operations in the second quarter of 2013, 89 million, 8 million, and 1 million potential shares of common stock related to the convertible notes, stock awards, and stock options, respectively, would have been included in diluted average shares outstanding.

In the 2012 second quarter, basic average shares outstanding and diluted average shares outstanding were the same because the effect of potential shares of common stock was anti-dilutive since Alcoa generated a loss from continuing operations. As a result, 89 million share equivalents related to convertible notes, 12 million stock awards, and 19 million stock options were not included in the computation of diluted EPS. Had Alcoa generated sufficient income from continuing operations in the second quarter of 2012, 89 million, 6 million, and 4 million potential shares of common stock related to the convertible notes, stock awards, and stock options, respectively, would have been included in diluted average shares outstanding.

 

25


In the 2013 and 2012 six-month periods, 89 million share equivalents related to convertible notes were not included in the computation of diluted EPS because their effect was anti-dilutive.

Options to purchase 48 million and 28 million shares of common stock at a weighted average exercise price of $10.77 and $15.44 per share were outstanding as of June 30, 2013 and 2012, respectively, but were not included in the computation of diluted EPS because they were anti-dilutive, as the exercise prices of the options were greater than the average market price of Alcoa’s common stock.

J. Income Taxes The effective tax rate for the second quarter of 2013 and 2012 was 16.5% (provision on a loss) and 216.7% (provision on a loss), respectively.

The rate for the 2013 second quarter differs from the U.S. federal statutory rate of 35% primarily due to a $103 nondeductible charge for a legal matter (see the Government Investigations section under Litigation in Note F), restructuring charges related to operations in Canada (benefit at a lower tax rate) and Italy (no tax benefit) (see Note C), and a $10 discrete income tax charge related to prior year taxes in Spain and Australia.

The rate for the 2012 second quarter differs from the U.S. federal statutory rate of 35% primarily due to an $8 discrete income tax charge related to prior year U.S. taxes on certain depletable assets and a net $2 discrete income tax charge for other miscellaneous items.

The effective tax rate for the 2013 and 2012 six-month periods was 79.4% (provision on income) and 39.4% (provision on income), respectively.

The rate for the 2013 six-month period differs from the U.S. federal statutory rate of 35% primarily due to the previously mentioned $103 nondeductible charge, restructuring charges in Canada and Italy, and $10 discrete income tax charge, somewhat offset by a $19 discrete income tax benefit related to new U.S. tax legislation.

On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law and reinstated various expired or expiring temporary business tax provisions through 2013. Two specific temporary business tax provisions that expired in 2011 and impacted Alcoa are the look-through rule for payments between related controlled foreign corporations and the research and experimentation credit. The expiration of these two provisions resulted in Alcoa recognizing a higher income tax provision of $19 in 2012. As tax law changes are accounted for in the period of enactment, Alcoa recognized the previously mentioned discrete income tax benefit in the 2013 first quarter related to the 2012 tax year to reflect the extension of these provisions.

The rate for the 2012 six-month period differs from the U.S. federal statutory rate of 35% primarily due to the previously mentioned discrete income tax charges, partially offset by foreign income taxed in lower rate jurisdictions.

K. Receivables Alcoa had three arrangements, each with a different financial institution, to sell certain customer receivables outright without recourse on a continuous basis. On March 22, 2013, Alcoa terminated these arrangements. All receivables sold under these arrangements were collected as of March 31, 2013. Alcoa serviced the customer receivables for the financial institutions at market rates; therefore, no servicing asset or liability was recorded.

In March 2012, Alcoa entered into an arrangement with a financial institution to sell certain customer receivables without recourse on a revolving basis. The sale of such receivables is completed through the use of a bankruptcy remote special purpose entity, which is a consolidated subsidiary of Alcoa. This arrangement originally provided for minimum funding of $50 up to a maximum of $250 for receivables sold. In May 2013, the arrangement was amended to increase the maximum funding to $500 and include two additional financial institutions. The initial sale of receivables in March 2012 resulted in the setup of a deferred purchase price of $254. In addition to the $205 in cash funding received in 2012, Alcoa received additional net cash funding of $5 in the 2013 six-month period ($288 in draws and $283 in repayments). As of June 30, 2013, the deferred purchase price receivable was $377, which was included in Other receivables on the accompanying Consolidated Balance Sheet. The deferred purchase price receivable is reduced as collections of the underlying receivables occur; however, as this is a revolving program, the sale of new receivables will result in an increase in the deferred purchase price receivable. The net change in the deferred purchase price receivable was reflected in the (Increase) in receivables line item on the accompanying Statement of Consolidated Cash Flows. This activity is reflected as an operating cash flow because the related customer receivables are the result of an operating activity with an insignificant, short-term interest rate risk. The gross amount of receivables sold and total cash collections under this program since its inception was $6,650 and $6,063, respectively. Alcoa services the customer receivables for the financial institutions at market rates; therefore, no servicing asset or liability was recorded.

 

26


L. Pension and Other Postretirement Benefits The components of net periodic benefit cost were as follows:

 

     Second quarter ended
June  30,
    Six months ended
June 30,
 

Pension benefits

   2013     2012     2013     2012  

Service cost

   $ 48      $ 46      $ 99      $ 93   

Interest cost

     151        160        303        320   

Expected return on plan assets

     (198     (201     (396     (403

Recognized net actuarial loss

     124        95        247        191   

Amortization of prior service cost

     5        4        10        9   

Settlement*

     —          —          2        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

   $ 130      $ 104      $ 265      $ 210   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* This amount was recorded in Restructuring and other charges on the accompanying Statement of Consolidated Operations (see Note C).

 

     Second quarter ended
June  30,
    Six months ended
June  30,
 

Other postretirement benefits

   2013     2012     2013     2012  

Service cost

   $ 5      $ 3      $ 9      $ 7   

Interest cost

     29        33        57        66   

Recognized net actuarial loss

     8        6        17        12   

Amortization of prior service benefit

     (5     (4     (9     (8
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

   $ 37      $ 38      $ 74      $ 77   
  

 

 

   

 

 

   

 

 

   

 

 

 

M. Derivatives and Other Financial Instruments

Derivatives

Alcoa is exposed to certain risks relating to its ongoing business operations, including financial, market, political, and economic risks. The following discussion provides information regarding Alcoa’s exposure to the risks of changing commodity prices, interest rates, and foreign currency exchange rates.

Alcoa’s commodity and derivative activities are subject to the management, direction, and control of the Strategic Risk Management Committee (SRMC), which is composed of the chief executive officer, the chief financial officer, and other officers and employees that the chief executive officer selects. The SRMC meets on a periodic basis to review derivative positions and strategy and reports to Alcoa’s Board of Directors on the scope of its activities.

The aluminum, energy, interest rate, and foreign exchange contracts are held for purposes other than trading. They are used primarily to mitigate uncertainty and volatility, and to cover underlying exposures. Alcoa is not involved in trading activities for energy, weather derivatives, or other nonexchange commodity trading activities.

 

27


The fair values and corresponding classifications under the appropriate level of the fair value hierarchy of outstanding derivative contracts recorded as assets in the accompanying Consolidated Balance Sheet were as follows:

 

Asset Derivatives

   Level    June 30,
2013
     December 31,
2012
 

Derivatives designated as hedging instruments:

        

Prepaid expenses and other current assets:

        

Aluminum contracts

   1    $ 6       $ 23   

Aluminum contracts

   3      9         7   

Interest rate contracts

   2      9         8   

Other noncurrent assets:

        

Aluminum contracts

   1      —           3   

Aluminum contracts

   3      11         —     

Energy contracts

   3      —           3   

Interest rate contracts

   2      26         37   
     

 

 

    

 

 

 

Total derivatives designated as hedging instruments

      $ 61       $ 81   
     

 

 

    

 

 

 

Derivatives not designated as hedging instruments*:

        

Prepaid expenses and other current assets:

        

Aluminum contracts

   3    $ 194       $ 211   

Other noncurrent assets:

        

Aluminum contracts

   3      218         329   

Foreign exchange contracts

   1      —           1   
     

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 412       $ 541   
     

 

 

    

 

 

 

Less margin held**:

        

Prepaid expenses and other current assets:

        

Aluminum contracts

   1    $ —         $ 9   

Interest rate contracts

   2      3         8   

Other noncurrent assets:

        

Interest rate contracts

   2      —           9   
     

 

 

    

 

 

 

Sub-total

      $ 3       $ 26   
     

 

 

    

 

 

 
        
     

 

 

    

 

 

 

Total Asset Derivatives

      $ 470       $ 596   
     

 

 

    

 

 

 

 

* See the “Other” section within Note M for additional information on Alcoa’s purpose for entering into derivatives not designated as hedging instruments and its overall risk management strategies.
** All margin held is in the form of cash and is valued under a Level 1 technique. The levels that correspond to the margin held in the table above reference the level of the corresponding asset for which it is held. Alcoa elected to net the margin held against the fair value amounts recognized for derivative instruments executed with the same counterparties under master netting arrangements.

 

28


The fair values and corresponding classifications under the appropriate level of the fair value hierarchy of outstanding derivative contracts recorded as liabilities in the accompanying Consolidated Balance Sheet were as follows:

 

Liability Derivatives

   Level    June 30,
2013
     December 31,
2012
 

Derivatives designated as hedging instruments:

        

Other current liabilities:

        

Aluminum contracts

   1    $ 73       $ 13   

Aluminum contracts

   3      22         35   

Foreign exchange contracts

   1      3         —     

Other noncurrent liabilities and deferred credits:

        

Aluminum contracts

   1      22         1   

Aluminum contracts

   3      373         573   
     

 

 

    

 

 

 

Total derivatives designated as hedging instruments

      $ 493       $ 622   
     

 

 

    

 

 

 

Derivatives not designated as hedging instruments*:

        

Other current liabilities:

        

Aluminum contracts

   1    $ 5       $ 1   

Aluminum contracts

   2      —           21   

Embedded credit derivative

   3      4         3   

Other noncurrent liabilities and deferred credits:

        

Aluminum contracts

   1      1         —     

Aluminum contracts

   2      —           5   

Foreign exchange contracts

   1      1         —     

Embedded credit derivative

   3      35         27   
     

 

 

    

 

 

 

Total derivatives not designated as hedging instruments

      $ 46       $ 57   
     

 

 

    

 

 

 

Less margin posted**:

        

Other current liabilities:

        

Aluminum contracts

   1    $ 34       $ —     

Foreign exchange contracts

   1      1         —     
     

 

 

    

 

 

 

Sub-total

      $ 35       $ —     
     

 

 

    

 

 

 
        
     

 

 

    

 

 

 

Total Liability Derivatives

      $ 504       $ 679   
     

 

 

    

 

 

 

 

* See the “Other” section within Note M for additional information on Alcoa’s purpose for entering into derivatives not designated as hedging instruments and its overall risk management strategies.
** All margin posted is in the form of cash and is valued under a Level 1 technique. The levels that correspond to the margin posted in the table above reference the level of the corresponding liability for which it is posted. Alcoa elected to net the margin posted against the fair value amounts recognized for derivative instruments executed with the same counterparties under master netting arrangements.

 

29


The gross amounts of recognized derivative assets and liabilities and gross amounts offset in the accompanying Consolidated Balance Sheet were as follows:

 

     Assets     Liabilities  
     June 30,
2013
    December 31,
2012
    June 30,
2013
    December 31,
2012
 

Gross amounts recognized:

        

Aluminum contracts

   $ 110      $ 72      $ 171      $ 69   

Interest rate contracts

     35        45        3        17   

Foreign exchange contracts

     1        —          3        —     
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 146      $ 117      $ 177      $ 86   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross amounts offset:

        

Aluminum contracts(1)

   $ (104   $ (55   $ (104   $ (55

Interest rate contracts(2)

     (3     (17     (3     (17

Foreign exchange contracts(3)

     (1     —          (1     —     
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (108   $ (72   $ (108   $ (72
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amounts presented in the Consolidated Balance Sheet:

        

Aluminum contracts

   $ 6      $ 17      $ 67      $ 14   

Interest rate contracts

     32        28        —          —     

Foreign exchange contracts

     —          —          2        —     
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 38      $ 45      $ 69      $ 14   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

The amounts under Assets and Liabilities as of June 30, 2013 include $34 of margin posted with counterparties. The amounts under Assets and Liabilities as of December 31, 2012 include $9 of margin held from counterparties.

(2) 

The amounts under Assets and Liabilities as of June 30, 2013 and December 31, 2012 represent margin held from the counterparty.

(3) 

The amounts under Assets and Liabilities as of June 30, 2013 represent margin posted with counterparties.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

   

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

   

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

   

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The following section describes the valuation methodologies used by Alcoa to measure derivative contracts at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models, and any significant assumptions. These valuation models are reviewed and tested at least on an annual basis.

Derivative contracts are valued using quoted market prices and significant other observable and unobservable inputs. Such financial instruments consist of aluminum, energy, interest rate, and foreign exchange contracts. The fair values for the majority of these derivative contracts are based upon current quoted market prices. These financial instruments are typically exchange-traded and are generally classified within Level 1 or Level 2 of the fair value hierarchy depending on whether the exchange is deemed to be an active market or not.

 

30


For certain derivative contracts whose fair values are based upon trades in liquid markets, such as interest rate swaps, valuation model inputs can generally be verified through over-the-counter markets and valuation techniques do not involve significant management judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy.

Alcoa has other derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant other observable inputs (e.g., information concerning time premiums and volatilities for certain option type embedded derivatives and regional premiums for aluminum contracts). For periods beyond the term of quoted market prices for aluminum, Alcoa uses a model that estimates the long-term price of aluminum by extrapolating the 10-year London Metal Exchange (LME) forward curve. For periods beyond the term of quoted market prices for energy, management has developed a forward curve based on independent consultant market research. Where appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads, and credit considerations. Such adjustments are generally based on available market evidence (Level 2). In the absence of such evidence, management’s best estimate is used (Level 3). If a significant input that is unobservable in one period becomes observable in a subsequent period, the related asset or liability would be transferred to the appropriate level classification (1 or 2) in the period of such change.

The following table presents Alcoa’s derivative contract assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy (there were no transfers in or out of Levels 1 and 2 during the periods presented):

 

     June 30,
2013
    December 31,
2012
 

Assets:

    

Level 1

   $ 6      $ 27   

Level 2

     35        45   

Level 3

     432        550   

Margin held

     (3     (26
  

 

 

   

 

 

 

Total

   $ 470      $ 596   
  

 

 

   

 

 

 

Liabilities:

    

Level 1

   $ 105      $ 15   

Level 2

     —          26   

Level 3

     434        638   

Margin posted

     (35     —     
  

 

 

   

 

 

 

Total

   $ 504      $ 679   
  

 

 

   

 

 

 

 

31


Financial instruments classified as Level 3 in the fair value hierarchy represent derivative contracts in which management has used at least one significant unobservable input in the valuation model. The following tables present a reconciliation of activity for such derivative contracts:

 

     Assets     Liabilities  

Second quarter ended June 30, 2013

   Aluminum
contracts
    Energy
contracts
    Aluminum
contracts
    Embedded
credit
derivative
 

Opening balance – March 31, 2013

   $ 522      $ 8      $ 478      $ 32   

Total gains or losses (realized and unrealized) included in:

        

Sales

     (1     —          (6     —     

Cost of goods sold

     (50     —          —          —     

Other expenses, net

     (1     —          —          7   

Other comprehensive loss

     9        (8     (77     —     

Purchases, sales, issuances, and settlements*

     —          —          —          —     

Transfers into and (or) out of Level 3*

     —          —          —          —     

Foreign currency translation

     (47     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance – June 30, 2013

   $ 432      $ —        $ 395      $ 39   
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in unrealized gains or losses included in earnings for derivative contracts held at June 30, 2013:

        

Sales

   $ —        $ —        $ —        $ —     

Cost of goods sold

     —          —          —          —     

Other expenses, net

     (1     —          —          7   

 

* There were no purchases, sales, issuances or settlements of Level 3 financial instruments. Additionally, there were no transfers of financial instruments into or out of Level 3.

 

     Assets     Liabilities  

Six months ended June 30, 2013

   Aluminum
contracts
    Energy
contracts
    Aluminum
contracts
    Embedded
credit
derivative
 

Opening balance – January 1, 2013

   $ 547      $ 3      $ 608      $ 30   

Total gains or losses (realized and unrealized) included in:

        

Sales

     (3     —          (14     —     

Cost of goods sold

     (102     —          —          —     

Other income, net

     16        —          —          9   

Other comprehensive loss

     16        (3     (199     —     

Purchases, sales, issuances, and settlements*

     —          —          —          —     

Transfers into and (or) out of Level 3*

     —          —          —          —     

Foreign currency translation

     (42     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance – June 30, 2013

   $ 432      $ —        $ 395      $ 39   
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in unrealized gains or losses included in earnings for derivative contracts held at June 30, 2013:

        

Sales

   $ —        $ —        $ —        $ —     

Cost of goods sold

     —          —          —          —     

Other income, net

     16        —          —          9   

 

* There were no purchases, sales, issuances or settlements of Level 3 financial instruments. Additionally, there were no transfers of financial instruments into or out of Level 3.

 

32


As reflected in the table above, the net unrealized loss on derivative contracts using Level 3 valuation techniques was $2 as of June 30, 2013. The unrealized loss related to aluminum contracts recognized as liabilities was mainly attributed to embedded derivatives in power contracts that index the price of power to the LME price of aluminum. These embedded derivatives are primarily valued using observable market prices; however, due to the length of the contracts, the valuation model also requires management to estimate the long-term price of aluminum based upon an extrapolation of the 10-year LME forward curve. Significant increases or decreases in the actual LME price beyond 10 years would result in a higher or lower fair value measurement. An increase of actual LME price over the inputs used in the valuation model will result in a higher cost of power and a corresponding increase to the liability. The embedded derivatives have been designated as hedges of forward sales of aluminum and related realized gains and losses were included in Sales on the accompanying Statement of Consolidated Operations.

In July 2012, as provided for in the arrangements, management elected to modify the pricing for two existing power contracts, which end in 2014 and 2016 (see directly below), for Alcoa’s two smelters in Australia and the Point Henry rolling mill in Australia. These contracts contain an LME-linked embedded derivative, which previously was not recorded as an asset in Alcoa’s Consolidated Balance Sheet. Beginning on January 1, 2001, all derivative contracts were required to be measured and recorded at fair value on an entity’s balance sheet under GAAP; however, an exception existed for embedded derivatives upon meeting certain criteria. The LME-linked embedded derivative in these two contracts met such criteria at that time. Management’s election to modify the pricing of these contracts qualifies as a significant change to the contracts thereby requiring that the contracts now be evaluated under derivative accounting as if they were new contracts. As a result, Alcoa recorded a derivative asset in the amount of $596 with an offsetting liability (deferred credit) recorded in Other current and noncurrent liabilities. Unrealized gains and losses from the embedded derivative were included in Other expenses (income), net on the accompanying Statement of Consolidated Operations, while realized gains and losses were included in Cost of goods sold on the accompanying Statement of Consolidated Operations as electricity purchases are made under the contracts. The deferred credit is recognized in Other expenses (income), net on the accompanying Statement of Consolidated Operations as power is received over the life of the contracts. The embedded derivative is valued using the probability and interrelationship of future LME prices, Australian dollar to U.S. dollar exchange rates, and the U.S. consumer price index. Significant increases or decreases in the LME price would result in a higher or lower fair value measurement. An increase in actual LME price over the inputs used in the valuation model will result in a higher cost of power and a decrease to the embedded derivative asset.

Also, included within Level 3 measurements is a derivative contract that will hedge the anticipated power requirements at Alcoa’s Portland smelter in Australia once the existing contract expires in 2016. This derivative hedges forecasted power purchases through December 2036. Beyond the term where market information is available, management has developed a forward curve, for valuation purposes, based on independent consultant market research. The effective portion of gains and losses on this contract was recorded in Other comprehensive loss on the accompanying Consolidated Balance Sheet until the designated hedge period begins in 2016. Once the hedge period begins, realized gains and losses will be recorded in Cost of goods sold. Significant increases or decreases in the power market may result in a higher or lower fair value measurement. Higher prices in the power market would cause the derivative asset to increase in value. Alcoa had a similar contract for its Point Henry smelter in Australia once the existing contract expires in 2014, but elected to terminate the new contract in the first quarter of 2013. This election was available to Alcoa under the terms of the contract and was made due to a projection that suggested the contract would be uneconomical. Prior to termination, the new contract was accounted for in the same manner as the contract for the Portland smelter.

Additionally, Alcoa has a six-year natural gas supply contract, which has an LME-linked ceiling. This contract is valued using probabilities of future LME aluminum prices and the price of Brent crude oil (priced on Platts), including the interrelationships between the two commodities subject to the ceiling. Any change in the interrelationship would result in a higher or lower fair value measurement. An LME ceiling was embedded into the contract price to protect against an increase in the price of oil without a corresponding increase in the price of LME. An increase in oil prices with no similar increase in the LME price would limit the increase of the price paid for natural gas. Unrealized gains and losses from this contract were included in Other expenses (income), net on the accompanying Statement of Consolidated Operations, while realized gains and losses will be included in Cost of goods sold on the accompanying Statement of Consolidated Operations as gas purchases are made under the contract.

Furthermore, an embedded derivative in a power contract that indexes the difference between the long-term debt ratings of Alcoa and the counterparty from any of the three major credit rating agencies is included in Level 3. Management uses market prices, historical relationships, and forecast services to determine fair value. Significant increases or decreases in any of these inputs would result in a lower or

 

33


higher fair value measurement. A wider credit spread between Alcoa and the counterparty would result in an increase of the future liability and a higher cost of power. Realized gains and losses for this embedded derivative were included in Cost of goods sold on the accompanying Statement of Consolidated Operations and unrealized gains and losses were included in Other expenses (income), net on the accompanying Statement of Consolidated Operations.

The following table presents quantitative information for Level 3 derivative contracts:

 

     Fair value at
June  30,
2013
    

Valuation

technique

  

Unobservable

input

  

Range

($ in full amounts)

Assets:

           

Aluminum contract

   $ 1      

Discounted cash flow

  

Interrelationship of future aluminum and oil prices

  

Aluminum: $1,729 per metric ton in 2013 to $2,215 per metric ton in 2018

Oil: $103 per barrel in 2013 to $88 per barrel in 2018

Aluminum contract

   $ 411      

Discounted cash flow

  

Interrelationship of future aluminum prices, foreign currency exchange rates, and the U.S. consumer price index (CPI)

  

Aluminum: $1,729 per metric ton in 2013 to $2,055 per metric ton in 2016

Foreign currency: A$1 = $0.93 in 2013 to $0.86 in 2016

CPI: 1982 base year of 100 and 231 in 2013 to 250 in 2016

Aluminum contract

     20      

Discounted cash flow

  

Interrelationship of LME price to overall energy price

  

Aluminum: $1,822 per metric ton in 2013 to $2,262 per metric ton in 2019

Energy contracts

     —        

Discounted cash flow

  

Price of electricity beyond forward curve

  

$80 per megawatt hour in 2013 to $154 per megawatt hour in 2036

Liabilities:

           

Aluminum contracts

     395      

Discounted cash flow

  

Price of aluminum beyond forward curve

  

$2,485 per metric ton in 2023 to $2,673 per metric ton in 2027

Embedded credit derivative

     39      

Discounted cash flow

  

Credit spread between Alcoa and counterparty

  

2.05% to 2.92%

(2.48% median)

 

34


Fair Value Hedges

For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. The gain or loss on the hedged items are included in the same line items as the loss or gain on the related derivative contracts as follows (there were no contracts that ceased to qualify as a fair value hedge in any of the periods presented):

 

Derivatives in Fair Value Hedging Relationships

  

Location of Gain or (Loss) Recognized in
  Earnings on Derivatives  

   Amount of Gain or (Loss)
    Recognized in Earnings on Derivatives    
 
      Second quarter  ended
June 30,
    Six months  ended
June 30,
 
      2013     2012     2013     2012  

Aluminum contracts*

   Sales    $ (59   $ (93   $ (130   $ (57

Interest rate contracts

   Interest expense      2        2        5        5   
     

 

 

   

 

 

   

 

 

   

 

 

 

Total

      $ (57   $ (91   $ (125   $ (52
     

 

 

   

 

 

   

 

 

   

 

 

 

 

Hedged Items in Fair Value Hedging Relationships

  

 Location of Gain or  (Loss) Recognized in
Earnings on Hedged Items

   Amount of Gain or (Loss)
Recognized in Earnings on Hedged Items
 
      Second quarter  ended
June 30,
    Six months ended
June 30,
 
      2013     2012     2013     2012  

Aluminum contracts

   Sales    $ 63      $ 89      $ 134      $ 41   

Interest rate contracts

   Interest expense      (2     (2     (5     (5
     

 

 

   

 

 

   

 

 

   

 

 

 

Total

      $ 61      $ 87      $ 129      $ 36   
     

 

 

   

 

 

   

 

 

   

 

 

 

 

* In both the second quarter and six months ended June 30, 2013, the loss recognized in earnings includes a gain of $4 related to the ineffective portion of the hedging relationships. In the second quarter and six months ended June 30, 2012, the loss recognized in earnings includes a loss of $4 and $16, respectively, related to the ineffective portion of the hedging relationships.