8-K

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 17, 2009

ALCOA INC.

(Exact name of Registrant as specified in its charter)

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

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

Office of Investor Relations 212-836-2674

Office of the Secretary 212-836-2732

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

The presentation attached as Exhibit 99 was prepared by Alcoa Inc. and is available on its Internet website at http://www.alcoa.com under “Invest.”

* * * * *

The information in this Current Report on Form 8-K is being furnished in accordance with the provisions of General Instruction B.2 of Form 8-K.

Forward-Looking Statements

Certain statements in the presentation attached as Exhibit 99 relate to future events and expectations and as such constitute forward-looking statements involving known and unknown risks and uncertainties that may cause actual results, performance or achievements of Alcoa to be different from those expressed or implied in the forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “goal,” “hopes,” “intends,” “plans,” “targets,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects” or other words of similar meaning. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or aluminum industry conditions generally, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina and other products; (b) material adverse changes in the markets served by Alcoa, including automotive and commercial transportation, aerospace, building and construction, distribution, packaging, and industrial gas turbine markets; (c) Alcoa’s inability to achieve the level of cost reductions, cash generation or conservation, return on capital improvement, improvement in profitability and margins, or strengthening of operations anticipated by management in connection with its restructuring, portfolio streamlining and liquidity strengthening actions; (d) continued volatility or deterioration in the financial markets, including disruptions in the commercial paper, capital and credit markets; (e) Alcoa’s inability to mitigate impacts from increased energy, transportation and raw materials costs, including caustic soda, calcined petroleum coke and natural gas, or from other cost inflation; (f) Alcoa’s inability to complete its Brazilian growth and portfolio streamlining projects or achieve efficiency improvements at newly constructed or acquired facilities as planned and by targeted completion dates; (g) unfavorable changes in laws, governmental regulations or policies, foreign currency exchange rates or competitive factors in the countries in which Alcoa operates; (h) significant legal proceedings or investigations adverse to Alcoa, including environmental, product liability, safety and health and other claims; and (i) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2008 and other reports filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is furnished as an exhibit to this report:

99 Alcoa Inc. Presentation dated March 2009.

2

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 INC.
By:	/s/    J. Michael Schell
	Name:	J. Michael Schell
	Title:	Executive Vice President – Business Development and Law

Date: March 17, 2009

3

EXHIBIT INDEX

Exhibit No.	Description
99	Alcoa Inc. Presentation dated March 2009.

4

EX-99

Presentation

March 2009

Exhibit 99

2

Forward Looking Statements

Today’s

discussion

may

include

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Such

statements

relate

to

future

events

and

expectations

and

involve

known

and

unknown

risks

and

uncertainties.

Alcoa’s

actual

results

or

actions

may

differ

materially

from

those

projected

in

the

forward-looking

statements.

For

a

summary

of

the

specific

risk

factors

that

could

cause

results

to

differ

materially

from

those

expressed

in

the

forward-looking

statements,

please

refer

to

Alcoa’s

Form

10-K

for

the

year

ended

December

31,

2008

filed

with

the

Securities

and

Exchange

Commission.

3

Highlights

Comprehensive plan to optimize cost structure

Proposed actions strengthen world class market positions

–

Bauxite mining #1

–

Alumina refining #1

–

Smelting capacity #1

–

Downstream businesses #1 / #2

Broad-based management commitment to plan execution

Complementary offerings and reduced dividend further enhance

financial flexibility

Attractive long-term aluminum fundamentals

Businesses with #1 / #2

market share will

account for 90% of

Alcoa's overall revenue

4

Accelerated portfolio actions

Curtailments

Headcount reduction

Managing Along the Three Strategic Priorities

Strategic Priority

“Downturn Actions”

Profitable Growth

Value Creation

Disciplined

Execution

Leverage technology

Market share growth

Procurement savings

Corporate overhead reduction

Line-item quantification

Clear accountability

Cash and profitability focus

Capital spend reduction

Ongoing business improvement

Attractive asset values globally

Longer-Term Opportunities

Portfolio optimization

Return focused

Competitive cost structure

Balance sheet strength

5

Getting Ahead of the Curve

Since July 2008, Alcoa has implemented a number of actions to reduce cost and

preserve/strengthen financial flexibility

7/11/08

Downsized

Electrical

and

Electronic

Solutions

Honduran &

Mexican

operations

through

headcount

reduction of

1,240

9/30/08

Curtailed

150,000 mt

at Rockdale

smelter and

further

reduced

headcount

by 660 in

addition to

160 in June

10/7/08

Announced

halt

of

all

non-critical

capital

spend

10/23/08

Reduced

production

at Point

Comfort

refinery

by 25%

(550,000

mt)

11/10/08

Curtailed

additional

350,000 mt

aluminum

production

over global

smelting

system

1/6/09

Announced

initial 

actions

to

address

economic

downturn

9/17/08

Suspended

share

repurchase

program

10/6/08

Downsized

Power &

Propulsion

through

headcount

reduction of

250

12/22/08

Cash-free  

swap

of        

soft alloy

extrusion   

share for  

Elkem

smelter      

share

Today

Taking

decisive

action

to

reposition

Alcoa

6

Managing for Value Creation –

Repositioning Alcoa

Procurement

Efficiencies

Capex

Reductions

Working Capital

Initiatives

Completing

existing growth

capex

in 2009

Reducing to

maintenance

levels in 2010

Metrics to maintain

and control at the

business unit level

Improvement

levers for

Inventory, A/R and

A/P

Leverage market

environment

Joint business /

procurement effort

BENEFITS

Expanded Action Plans

Initiatives

Total

Financial

Impact

>$2,000M

cost

savings by 2010

$850M

of capex

in

2010

$800M

cash

improvement in

2009

Overhead

Rationalizations

Phase I:

20% Reduction

Phase II:

Zero Based

Budgeting

Match to footprint

$400M

cost

savings by 2010

Improved cash generation

Lower, more competitive cost structure

Increased operating leverage

7

Over $2 billion of Procurement Savings

Reduction Targets by Spend Category

2009E

2010E

5%

29%

34%

8%

21%

6%

7%

15%

6%

4%

5%

18%

2%

2%

1%

4%

Business Unit Metals

Transportation

Non Smelter Energy

Corporate Services & IT

Indirect – Maintenance Repair & Overhaul

Indirect – Services

Strategic Raw Material – Flat Rolled Products

Strategic Raw Material – Alumina and Primary Metals

8

Procurement Success in Key Inputs

Average

2H’08

Target

Year-End

2009 

Lowest

Price

Achieved

-48%

-58%

Target

Year-End

2009

Lowest

Price

Achieved

-23%

-37%

Average

2H’08

Alcoa Global Caustic Price

($ / dry mt)

($ / mt)

~$100M

targeted cost

savings in

2010

~$300M

targeted cost

savings in

2010

~10% of refining costs

~13% of smelting costs

Alcoa Global Coke Price

9

100%

80%

2008A

2010E

$400M of Savings in Overhead Rationalizations

Streamlined Footprint

Headcount reductions

Consolidation of workflow

Benefit reductions

Renegotiation

of

3

rd

party

contracts

Reduction in travel

Elimination of consulting

~$400M

10

Total Capex

$850

$1,800

$3,438

2008A

2009E

2010E

2010 Capital Expenditures of $850M

-48%

($ in millions)

Completion of growth initiatives enables

capex

reductions

—

Juruti

bauxite mine

—

São Luís

refining

Investments

in

1

quartile

facilities

from

2004-2009 better position Alcoa for the

upturn

—

Juruti

bauxite mine

—

1,700 kmt

additional refining

capacity

(1)

—

407 kmt

additional smelting

capacity

(2)

—

China, Russia, Engineered Products

& Solutions

-53%

(1) 600 kmtpa

at Pinjarra

and 1,100 kmt

at São Luís

(2) 63 kmtpa

at São Luís

and 344 kmt

at Fjarðaál

Key Opportunities

st

11

Working Capital Reduction of $800M

~$800M

increase in cash

in

2009

Targeting Reduction Through Benchmarking

-28%

Total working capital (Days)

Days Reduction

Inventory (Days)

Accounts Receivable (Days)

Accounts Payable (Days)

100%

72%

Dec '08A

Dec '09E

12

Improving global cost positions

Negotiating power contracts

Headcount reductions

Lowering raw material costs

Operational Initiatives Strengthen Core Businesses

Alumina and

Primary Metals

Flat Rolled

Products

Engineered

Products and

Solutions

Leading franchises in challenged end-markets

Poised to leverage market positions

Rationalization of capacity

World-class technologies with leading market positions

Significant incremental value creation opportunities

Portfolio optimization

13

62%

68%

75%

100%

3Q '08A

Target

1Q '09E

1Q '09E

4Q '09E

60%

71%

75%

100%

3Q '08A

Target

1Q '09E

1Q '09E

4Q '09E

~30th

~50th

Improving Global Cost Positions

Cost of Aluminum Produced

Cost of Alumina Produced

-32%

-38%

(Cash Cost $ / mt)

(Cash Cost $ / mt)

Current global cost

curve position

(percentile)

Note:  Decrease in each chart represents the average cost point for that quarter

-29%

-40%

14

Historically Consistent Refining EBITDA / MT Margins

Refining EBITDA / MT

Note:   Refining EBITDA is the sum of after-tax operating income, income taxes and depreciation, depletion and amortization less equity

income for Alumina.  Please refer to reconciliation in appendix

-49%

8 months

$50

$47

$73

$64

$45

$52

$71

$75

$111

$104

$83

$1,362

$1,365

$1,549

$1,447

$1,350

$1,433

$1,719

$1,900

$2,570

$2,572

$2,638

$1,312

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Refining EBITDA / mt

Average LME aluminum price / mt

15

Historically Consistent Smelting EBITDA / MT Margins

Smelting EBITDA / MT

Note:   Smelting EBITDA is the sum of after-tax operating income, income taxes and depreciation, depletion and amortization less equity

income for Primary Metals.  Please refer to reconciliation in appendix

$290

$324

$499

$463

$335

$333

$412

$425

$788

$634

$400

$1,362

$1,365

$1,549

$1,447

$1,350

$1,433

$1,719

$1,900

$2,570

$2,572

$1,312

$2,638

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Smelting EBITDA / mt

Average LME aluminum price / mt

-49%

8 months

16

Rolled Products: Strength in Attractive Mid-Stream

Sectors

Packaging/Can Sheet

Aerospace Sheet, Plate &

Hard Alloy

Lithographic Sheet

Marine Plate

Automotive Brazing

Hard Alloy, Oil & Gas

17

Alcoa Power and Propulsion

#1 in Turbine Airfoils for Aerospace

#1 in Airfoils for Industrial Gas Turbines

#1 producer of Aluminum Structural Forgings

#1 producer in Aluminum Truck Wheels

#1 in Aerospace Fastening Systems

Successful acquisition integration

Broadest

range

of

patented

&

proprietary

products

Share gain through superior products, customer

engagement and regional expansion

Continuous operational productivity improvement

Annual Growth (04-08)

Sales            14% p.a.

Net Margin   27% p.a.

Note:

Financial

results

indexed

–

2004

=

100

Annual Growth (04-08)

Sales            14% p.a.

Net Margin   44% p.a.

Engineered Products and Solutions Poised for Further

Value Creation

Alcoa Fastening Systems

Sales

Net Margin

2004A

2008A

Sales

Net Margin

2004A

2008A

18

Long Term Outlook Remains Positive

(1)

Source: Alcoa analysis

Environment

•

Total energy consumption to

increase by 54% until 2025 –

>60% from developing

countries

•

Person Transport rates +40%

by 2030

•

Greenhouse gas regulation

Light

Weight

High

Strength

Durable

Highly

Conductive

Non-

Corrosive

Malleable

Recyclable

Relative

Price

37

70

2008

2018

Demographics

Urbanization

Aluminum Benefits

Aluminum Demand (million mt)

(1)

Mega

Trends

(1)

Global population

•

2006:  6.6 billion

•

2025:  7.9 billion

•

2050:  9.1 billion

Aluminum Outlook

Population living in cities

•

2006:  > 50%

•

2030:  > 60%

6% CAGR

19

Financial Plan Enhances Flexibility

Capital markets transactions

150 million shares of common equity ($860 million at 3/13/09 closing price)

$250 million convertible notes

Quarterly dividend

cut

to

$0.03

per

share

–

conserves

over

$400

million

of

cash

annually

Shining Prospect joint venture unwind to generate over $1 billion in net proceeds

Strengthens Balance Sheet and Positions Alcoa to Capitalize on

Strategic Opportunities

20

Pro Forma Balance Sheet / Liquidity Overview

Capitalization Summary

Liquidity Snapshot

(1) Per Alcoa 10-K for the period ended December 31, 2008

(2) Pro forma for the financing plan, including $855 million of remaining net proceeds from the unwind of the Shining Prospect JV and

additional debt incurred of $565 million as of March 13, 2009

Up to $5.2 billion of liquidity

$1.9 billion 364-day facility

$3.3 billion 5-year facility

Manageable near-term debt maturities

$56 million maturing in 2009

$511 million maturing in 2010

Pro Forma

12/31/2008

(1)

12/31/2008

(2)

Short-term debt

$2,013 

$650 

Long-term debt

8,565 

8,565 

Convertible debt

–

250 

Total debt

$10,578 

$9,465 

Minority interest

$2,597 

$2,597 

Shareholders' equity

11,735 

12,564 

Total capitalization

$24,910 

$24,626 

Debt to capitalization

42.5%

38.4%

21

Cash Flow and Balance Sheet Impacts Reposition Alcoa

Operational

Financial

Procurement Efficiencies

>$2,000M cost savings by 2010

Overhead Rationalizations

$400M cost savings by 2010

Capex

Reductions

$850M annual capex

post 2009

Working Capital Initiatives

$800M improvement in cash in 2009

Equity and Equity-Linked Financings

>$1,100M gross proceeds

Dividend Reduction

>$400M annual cash savings

Asset Dispositions

$1,100M net proceeds

22

Highlights

Comprehensive plan to optimize cost structure

Proposed actions strengthen world class market positions

–

Bauxite mining #1

–

Alumina refining #1

–

Smelting capacity #1

–

Downstream businesses #1 / #2

Broad-based management commitment to plan execution

Complementary offerings and reduced dividend further enhance

financial flexibility

Attractive long-term aluminum fundamentals

Businesses with #1 / #2

market share will

account for 90% of

Alcoa's overall revenue

24

Reconciliation of Refining EBITDA / MT

($ in millions)

Alumina

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

After-tax operating income (ATOI)

$318

$307

$585 

$471 

$315 

$415 

$632 

$682 

$1,050 

$956 

$727 

Add:

Depreciation, depletion, and

amortization

159

161

163 

144 

139 

147 

153 

172 

192 

267 

268 

Equity (income) loss

(1)

–

(3)

(1)

(1)

–

(1)

–

2 

(1)

(7)

Income taxes

174

159

279 

184 

130 

161 

240 

246 

428 

340 

277 

EBITDA

$650

$627

$1,024 

$798 

$583 

$723 

$1,024 

$1,100 

$1,672 

$1,562 

$1,265 

Production (thousand metric tons) (kmt)

12,938

13,273

13,968 

12,527 

13,027 

13,841 

14,343 

14,598 

15,128 

15,084 

15,256 

EBITDA/Production

$50

$47

$73 

$64 

$45 

$52 

$71 

$75 

$111 

$104 

$83 

EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net earnings

(loss), operating earnings (loss), ATOI, cash flow provided by operating activities or other income or cash flow data prepared in

accordance with GAAP. However, Alcoa’s management believes that EBITDA may provide additional information with respect to the

Company’s performance or ability to meet its financial obligations. The ratio of EBITDA to production is an additional measure of financial

performance. Because EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the EBITDA

presented by Alcoa may not be comparable to similarly titled measures of other companies.

25

Reconciliation of Smelting EBITDA / MT

($ in millions)

Primary Metals

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

After-tax operating income (ATOI)

$372

$535

$1,000 

$905 

$650 

$657 

$808 

$822 

$1,760 

$1,445 

$931 

Add:

Depreciation, depletion, and

amortization

176

216

311 

327 

300 

310 

326 

368 

395 

410 

503 

Equity (income) loss

(27)

(42)

(50)

(52)

(44)

(55)

(58)

12 

(82)

(57)

(2)

Income taxes

196

214

505 

434 

266 

256 

314 

307 

726 

542 

172 

EBITDA

$717

$923

$1,766 

$1,614 

$1,172 

$1,168 

$1,390 

$1,509 

$2,799 

$2,340 

$1,604 

Production (thousand metric tons) (kmt)

2,471

2,851

3,539 

3,488 

3,500 

3,508 

3,376 

3,554 

3,552 

3,693 

4,007 

EBITDA/Production

$290

$324

$499 

$463 

$335 

$333 

$412 

$425 

$788 

$634 

$400 

EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net earnings

(loss), operating earnings (loss), ATOI, cash flow provided by operating activities or other income or cash flow data prepared in

accordance with GAAP. However, Alcoa’s management believes that EBITDA may provide additional information with respect to the

Company’s performance or ability to meet its financial obligations. The ratio of EBITDA to production is an additional measure of financial

performance. Because EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the EBITDA

presented by Alcoa may not be comparable to similarly titled measures of other companies.