Acquisitions and Divestitures	6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]
Acquisition and Divestitures	C. Acquisitions and Divestitures Alumina Limited Acquisition On August 1, 2024, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (Alumina Shares) through a wholly owned subsidiary, AAC Investments Australia 2 Pty Ltd. Alumina Limited holds a 40% ownership interest in the AWAC joint venture. The acquisition is intended to enhance Alcoa’s position as a leading pure play, upstream aluminum company globally, while simplifying the Company’s corporate structure and governance, resulting in greater operational flexibility and strategic optionality. Under the Scheme Implementation Deed (the Agreement) entered into in March 2024, as amended in May 2024, holders of Alumina Shares received 0.02854 Alcoa CHESS Depositary Interests (CDIs) for each Alumina Share (the Agreed Ratio), except that i) holders of Alumina Shares represented by American Depositary Shares, each of which represented 4 Alumina Shares, received 0.02854 shares of Alcoa common stock and ii) a certain shareholder received, for certain of their Alumina Shares, 0.02854 shares of Alcoa non-voting convertible preferred stock. The Alcoa CDIs are quoted on the Australian Stock Exchange. At closing, Alumina Shares outstanding of 2,760,056,014 and 141,625,403 were exchanged for 78,772,422 and 4,041,989 shares of Alcoa common stock and Alcoa preferred stock, respectively. Based on Alcoa’s closing share price as of July 26, 2024, the Agreed Ratio implies a value of A$1.45 per Alumina Share and aggregate purchase consideration of approximately $2,800 for Alumina Limited. The transaction consisted in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC, the assumption of Alumina Limited’s indebtedness (approximately $385 as of August 1, 2024, see Note K), and the recognition of deferred tax assets (approximately $100, see Note N) related to Alumina Limited’s prior net operating losses. The increase in ownership in AWAC from 60% to 100%, as well as the assumption of Alumina Limited’s assets and liabilities, will be accounted for as an equity transaction under ASC 810, Consolidation, with the difference in purchase consideration and the net assets acquired recognized as an increase in total Alcoa Corporation shareholders’ equity. The accounting for the transaction is not yet complete and the final value of assets and liabilities acquired is subject to change. Additionally, as of June 30, 2024, the Company recognized transaction costs of $9 in Prepaid expenses and other current assets, which will be reclassified to Additional capital as of August 1, 2024. Under the terms of the Agreement, Alcoa agreed to provide a shareholder loan to AWAC in place of required capital contributions by Alumina Limited if Alumina Limited’s net debt position exceeded $420 prior to the acquisition closing. Alcoa was not required to and did not provide any shareholder loans to AWAC under this provision. Warrick Rolling Mill Divestiture In conjunction with the sale of its rolling mill located at Warrick Operations (Warrick Rolling Mill) in March 2021, the Company recorded estimated liabilities for site separation commitments. The Company recorded charges of $4 and $15 in the second quarter and the six-month period of 2024, respectively, in Other (income) expenses, net on the accompanying Statement of Consolidated Operations related to these commitments. During the second quarter and the six-month period of 2024, the Company spent $5 and $12 against the reserve, respectively. In the six-month period of 2023, the Company recorded a charge of $17 in Other (income) expenses, net on the accompanying Statement of Consolidated Operations related to these commitments. During the second quarter and six-month period of 2023, the Company spent $11 and $25 against the reserve, respectively. The remaining balance of $14 at June 30, 2024 is expected to be spent in 2024.

Acquisitions and Divestitures

6 Months Ended

Jun. 30, 2024

C. Acquisitions and Divestitures

Alumina Limited Acquisition

On August 1, 2024, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (Alumina Shares) through a wholly owned subsidiary, AAC Investments Australia 2 Pty Ltd. Alumina Limited holds a 40% ownership interest in the AWAC joint venture. The acquisition is intended to enhance Alcoa’s position as a leading pure play, upstream aluminum company globally, while simplifying the Company’s corporate structure and governance, resulting in greater operational flexibility and strategic optionality.

Under the Scheme Implementation Deed (the Agreement) entered into in March 2024, as amended in May 2024, holders of Alumina Shares received 0.02854 Alcoa CHESS Depositary Interests (CDIs) for each Alumina Share (the Agreed Ratio), except that i) holders of Alumina Shares represented by American Depositary Shares, each of which represented 4 Alumina Shares, received 0.02854 shares of Alcoa common stock and ii) a certain shareholder received, for certain of their Alumina Shares, 0.02854 shares of Alcoa non-voting convertible preferred stock. The Alcoa CDIs are quoted on the Australian Stock Exchange.

At closing, Alumina Shares outstanding of 2,760,056,014 and 141,625,403 were exchanged for 78,772,422 and 4,041,989 shares of Alcoa common stock and Alcoa preferred stock, respectively. Based on Alcoa’s closing share price as of July 26, 2024, the Agreed Ratio implies a value of A$1.45 per Alumina Share and aggregate purchase consideration of approximately $2,800 for Alumina Limited.

The transaction consisted in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC, the assumption of Alumina Limited’s indebtedness (approximately $385 as of August 1, 2024, see Note K), and the recognition of deferred tax assets (approximately $100, see Note N) related to Alumina Limited’s prior net operating losses. The increase in ownership in AWAC from 60% to 100%, as well as the assumption of Alumina Limited’s assets and liabilities, will be accounted for as an equity transaction under ASC 810, Consolidation, with the difference in purchase consideration and the net assets acquired recognized as an increase in total Alcoa Corporation shareholders’ equity. The accounting for the transaction is not yet complete and the final value of assets and liabilities acquired is subject to change. Additionally, as of June 30, 2024, the Company recognized transaction costs of $9 in Prepaid expenses and other current assets, which will be reclassified to Additional capital as of August 1, 2024.

Under the terms of the Agreement, Alcoa agreed to provide a shareholder loan to AWAC in place of required capital contributions by Alumina Limited if Alumina Limited’s net debt position exceeded $420 prior to the acquisition closing. Alcoa was not required to and did not provide any shareholder loans to AWAC under this provision.

Warrick Rolling Mill Divestiture

In conjunction with the sale of its rolling mill located at Warrick Operations (Warrick Rolling Mill) in March 2021, the Company recorded estimated liabilities for site separation commitments.

The Company recorded charges of $4 and $15 in the second quarter and the six-month period of 2024, respectively, in Other (income) expenses, net on the accompanying Statement of Consolidated Operations related to these commitments. During the second quarter and the six-month period of 2024, the Company spent $5 and $12 against the reserve, respectively.

In the six-month period of 2023, the Company recorded a charge of $17 in Other (income) expenses, net on the accompanying Statement of Consolidated Operations related to these commitments. During the second quarter and six-month period of 2023, the Company spent $11 and $25 against the reserve, respectively.

The remaining balance of $14 at June 30, 2024 is expected to be spent in 2024.