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): March 14, 2023

 
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 2.05 Costs Associated with Exit or Disposal Activities.
 
On March 14, 2023, Alcoa Corporation (the “Company”) approved the permanent closure of the Intalco aluminum smelter (the “Smelter”) located in Washington state, U.S.A, effective immediately. The Smelter has been fully curtailed since 2020. The Company’s decision to permanently close the Smelter was made after various options were evaluated for the Smelter. The Smelter has a total capacity of 279,000 metric-tons-per-year. Decommissioning and demolition activities to prepare the site for potential redevelopment will begin immediately.
 
The Company will record restructuring and related charges in the first quarter of 2023 of approximately $120 million (pre- and after-tax), or $0.67 per share, related to the permanent closure of the Smelter. These charges include: approximately $17 million of asset impairments; approximately $51 million to write off the remaining net book value of various assets; approximately $51 million related to decommissioning and demolition obligations, such as asbestos abatement and material disposal; and $1 million of employee severance costs. Cash outlays related to the permanent closure of the site are expected to be approximately $85 million over the next three years, with approximately $25 million to be spent in 2023.
 
The Smelter currently has 19 employees; some will remain to assist with preparing the site for future redevelopment.
 
A copy of the related press release is attached hereto as Exhibit 99.1.
 
 
Forward-Looking Statements
 
This Current Report on Form 8-K contains statements that relate to future events and expectations, including those relating to permanent closure of the smelter and associated decommissioning, demolition, and/or  potential redevelopment activities and the Company’s expectations regarding the timing of the closure activities and types and estimates of associated costs and financial impact, 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 “aim," “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.

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: March 16, 2023
By:
/s/ Marissa P. Earnest
   
Marissa P. Earnest
   
Senior Vice President, Chief Governance Counsel
   
 and Secretary

Exhibit 99.1

Alcoa Announces Closure of Intalco Smelter and Prepares Site for Redevelopment

PITTSBURGH--(BUSINESS WIRE)--March 16, 2023--Alcoa Corporation (NYSE:AA) today announced the closure of its Intalco aluminum smelter in Washington State, which has been fully idle since 2020.

The closure announcement begins a process to prepare the site for new economic development opportunities.

“The Intalco smelter site operated for nearly 55 years, and we’ve spent significant time evaluating options for the asset, including a potential sale,” said Alcoa President and CEO Roy Harvey. “Our analysis, however, indicates that the facility cannot be competitive for the long-term.

“The site is an important part of our history, and we are encouraged by the prospects for potential economic development via another entity that will own and control land at the site,” Harvey said. “We will continue to engage with our stakeholders, including community members and government officials, as we make this transition.”

Pursuant to an agreement with AltaGas (TSX: ALA), AltaGas has acquired the rights to develop and own approximately 1,600 acres at the Intalco site, which includes transportation and utility infrastructure.

“AltaGas is currently exploring potential development which would align with Washington state and Whatcom County’s climate ambitions and provide long-term, sustainable benefits to the community and the local economy,” said Randy Toone, President Midstream at AltaGas. “We understand the rich legacy and importance of this site to the community. We look forward to working with local stakeholders, Tribes and Alcoa to ensure potential development benefits the region and positively contributes to the ongoing energy transition.”

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Permanently closing Intalco’s 279,000 metric tons of annual capacity will bring Alcoa Corporation’s global consolidated capacity to 2.69 million metric tons, including a combined 399,000 metric tons at two other smelters in the United States.

Alcoa will record restructuring and related charges in the first quarter 2023 of approximately $120 million (pre- and after-tax), or $0.67 per share, related to the permanent closure. Cash outlays related to the permanent closure of the site are expected to be approximately $85 million over the next three years, with approximately $25 million to be spent in 2023.

The Intalco smelter was fully curtailed in the third quarter of 2020, amid declining market conditions and high input costs. The smelter, which began operation in 1966, lacks access to competitively priced power and would have required significant capital expenditures to restart.

The site currently has 19 employees; some will remain to assist with the closure-related activities that allow opportunities for future redevelopment. Support services will be provided for those displaced by the closure decision.

About Alcoa Corp.

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability and stronger communities wherever we operate.

Dissemination of Company Information

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

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 “aim,” “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:
James Dwyer
412-992-5450
[email protected]

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

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