UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 17, 2021


 
ALCOA CORPORATION
(Exact Name of Registrant as Specified in its Charter)


 
 
Delaware
 
1-37816
 
81-1789115
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania
 
15212-5858
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (412) 315-2900

Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
AA
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01   Other Events.
 
On November 17, 2021, Alcoa Corporation issued a press release announcing the purchase of group annuity contracts to facilitate the transfer of approximately $1 billion of pension obligations and related assets associated with defined benefit pension plans for certain U.S. retirees and beneficiaries.
 
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01
 
Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
Exhibit
number
Description
     
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
The internet addresses in the press release attached as Exhibit 99.1 hereto are included only as inactive textual references and are not intended to be active links to the information therein. Information contained on such websites or platforms, or that can be accessed therein, do not constitute a part of this report.


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
ALCOA CORPORATION
     
Date: November 17, 2021
By:
/s/ Marissa P. Earnest
   
Marissa P. Earnest
   
Senior Vice President, Chief Governance Counsel and Secretary
 

Exhibit 99.1

Alcoa Purchases Group Annuity Contracts for Certain U.S. Pension Plans

PITTSBURGH--(BUSINESS WIRE)--November 17, 2021--Alcoa Corporation (NYSE: AA) today announced the purchase of group annuity contracts that will facilitate the transfer of approximately $1 billion of pension obligations and assets associated with defined benefit pension plans for certain United States retirees and beneficiaries.

The transfer, which will be complete later this month, will further enhance Alcoa’s strong balance sheet, reduce the risk from volatility in pension plan obligations, and continue to meet commitments to retirees and beneficiaries.

The group annuity contracts will be executed by two subsidiaries of Athene Holding, Ltd. (NYSE: ATH). Athene will assume payments for approximately 11,200 participants in the U.S. pension plans. Participants will not have any change in their benefits, and Athene will take over payment obligations in December of 2021.

Athene, through its subsidiaries, is a leading retirement services company with total assets of $224.4 billion as of September 30, 2021. With operations in the United States, Bermuda and Canada, Athene specializes in helping its customers achieve financial security and is a solutions provider to institutions. Athene’s principal insurance company subsidiaries have an “A” rating from A.M. Best and Fitch Ratings and an “A+” from Standard and Poor’s Global Ratings.

In the fourth quarter of 2021, Alcoa expects to record a non-cash settlement charge of approximately $565 million (pre- and after-tax), or $2.96 per share related to the annuity transaction.

The Company’s remaining U.S. defined benefit pension plans are expected to be greater than 95 percent funded after the transfer is complete.

About Alcoa Corporation

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina, and aluminum products, and is built on a foundation of strong values and operating excellence dating back 135 years to the world-changing discovery that made aluminum an affordable and vital part of modern life. Since developing the aluminum industry, and throughout our history, our talented Alcoans have followed on with breakthrough innovations and best practices that have led to efficiency, safety, sustainability, and stronger communities wherever we operate.

Dissemination of Company Information

Alcoa intends to make future announcements regarding company developments and financial performance through its website, www.alcoa.com,as well as through press releases, filings with the Securities and Exchange Commission, conference calls, and webcasts.

1

Forward-Looking Statements

This press release contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “projects,” “reach,” “seeks,” “sees,” “should,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa Corporation believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa Corporation’s filings with the Securities and Exchange Commission. Alcoa Corporation disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

Contacts

Investor Contact
James Dwyer
412-992-5450
[email protected]

Media Contact
Jim Beck
412-315-2909
[email protected]

2