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): August 24, 2010

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 8.01. Other Events.

On August 24, 2010, Alcoa Inc. (“Alcoa”) issued a press release announcing the expiration and final results of its previously announced tender offer for its outstanding 6.00% Notes due 2012 and 5.375% Notes due 2013. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

On August 24, 2010, Alcoa elected to redeem all of its outstanding 6.50% Notes due 2011 in the aggregate principal amount of $330,055,000. The redemption date is set for September 27, 2010. The redemption price, calculated in accordance with the provisions of the 2011 Notes, will be the greater of (i) 100% of the principal amount of the 2011 Notes or (ii) the sum of the present values of the remaining scheduled payments on the 2011 Notes, discounted to the redemption date as described in the 2011 Notes, using a reference rate for a comparable U.S. Treasury security plus 20 basis points. In either case, the redemption price will also include accrued and unpaid interest on the 2011 Notes to the redemption date. The reference rate will be calculated on the third business day preceding the redemption date.

In the third quarter of 2010, Alcoa expects to recognize an after-tax net loss of approximately $9 million on the early retirement of debt and the associated settlement of interest rate swaps in connection with the completion of the tender offers for the 2011, 2012 and 2013 Notes and the redemption of the remaining outstanding 2011 Notes. Amounts are still being finalized. Additional details will be provided in Alcoa’s 2010 third quarter Form 10-Q.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

99 Alcoa Inc. press release dated August 24, 2010.

Forward-Looking Statements

This report 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 “anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,” “projects,” “should,” “targets,” “will,” or other words of similar meaning. All statements that reflect Alcoa’s expectations, assumptions, or projections about the future other than statements of historical fact are forward-looking statements, including, without limitation, anticipated financial results, operating performance or achievements of enhancements in debt maturity profile or expected timing of settlement or other events. Forward-looking statements are subject to a number of risks, contingencies and uncertainties and are not guarantees of future performance. Actual results, performance or outcomes may differ materially from those expressed in or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina and other products; (b) unfavorable changes in general business and economic conditions or in the key markets served by Alcoa; (c) disruptions or volatility in the global financial markets, including changes in applicable treasury rates; and (d) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2009, Forms 10-Q for the quarters ended March 31, 2010 and June 30, 2010, and other reports filed with the Securities and Exchange Commission. 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.

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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/    NICHOLAS J. DEROMA
Name:	Nicholas J. DeRoma
Title:	Executive Vice President,
	Chief Legal and Compliance Officer

Date: August 24, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99	Alcoa Inc. press release dated August 24, 2010.

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EX-99

Exhibit 99

[Alcoa logo]

FOR IMMEDIATE RELEASE

Investor Contact	Media Contact
Matthew E. Garth	Michael E. Belwood
(212) 836-2674	(812) 604-0530

Alcoa Announces Expiration and Final Results of

Tender Offer for 2012 and 2013 Notes

New York, NY, August 24, 2010 — Alcoa Inc. announced today the expiration and final results of its Maximum Tender Offer, which is its tender offer to purchase for cash up to the Maximum Tender Amount (as described below) of its outstanding 6.00% Notes due 2012 and its 5.375% Notes due 2013.

As of 5:00 p.m., ET, on August 23, 2010, the expiration date for the Maximum Tender Offer, the aggregate principal amount of 2012 Notes tendered and not withdrawn was $194,854,000, representing 37.71% of the $516,709,000 aggregate principal amount of the 2012 Notes outstanding, and the aggregate principal amount of 2013 Notes tendered and not withdrawn was $197,159,000, representing 32.86% of the $600,000,000 aggregate principal amount of the 2013 Notes outstanding.

The “Maximum Tender Amount” is $484,234,165 in cash, or $750 million less the aggregate purchase price of Alcoa’s 6.50% Notes due 2011 accepted for purchase pursuant to the Any and All Tender Offer, which was its tender offer for any and all of its 2011 Notes that expired on August 2, 2010. In accordance with the terms and conditions of the tenders offers, as set forth in the Offer to Purchase dated July 26, 2010 and the related Letter of Transmittal, Alcoa applied the Maximum Tender Amount first to purchase 2012 Notes and then, to the extent any amount remained, Alcoa applied the balance to purchase up to an aggregate purchase price of the 2013 Notes equal to the lesser of (i) the remaining Maximum Tender Amount and (ii) $50 million, in each case, subject to proration as applicable. Accordingly, an aggregate principal amount of $194,854,000 of the 2012 Notes and an aggregate principal amount of $47,067,000 of the 2013 Notes that were tendered have been accepted for purchase by Alcoa, with settlement expected to occur today.

Holders of 2012 Notes and 2013 Notes that were tendered and accepted for purchase will receive $1,062.50 per $1,000 principal amount of Notes accepted for purchase. Pursuant to the extension of the Early Tender Date announced by Alcoa on August 9,

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2010, this amount includes an Early Tender Premium of $20 per $1,000 principal amount. Payments for 2012 Notes and 2013 Notes purchased in the Maximum Tender Offer will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date.

Banc of America Securities LLC and Citigroup Global Markets Inc. acted as Coordinating Dealer Managers and Deutsche Bank Securities Inc. and UBS Securities LLC acted as Co-Dealer Managers for the tender offers. The Depositary and the Information Agent in all places other than Luxembourg was Global Bondholder Services Corporation. The Luxembourg Agent was Deutsche Bank Luxembourg S.A. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at 866-804-2200 or the Luxembourg Agent at 00352-421-22-639. Questions regarding the tender offers should be directed to Banc of America Securities LLC, Debt Advisory Services at (980) 388-9217 (collect) or (888) 292-0070 (toll-free), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Deutsche Bank Securities Inc., Liability Management Group at (212) 250-2955 (collect) or (866) 627-0391 (toll-free) or UBS Securities LLC, Liability Management Group at (203) 719-4210 (collect) or (888) 719-4210 (toll-free).

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offers were made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Alcoa

Alcoa is the world’s leading producer of primary aluminum, fabricated aluminum and alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 120 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa^® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for eight consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 59,000 people in 31 countries across the world. More information can be found at www.alcoa.com.

Forward-Looking Statements

This 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 “anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,” “projects,” “should,” “targets,” “will,” or other words of similar meaning. All statements that reflect Alcoa’s expectations, assumptions, or projections about the future other than statements of historical fact are forward-looking statements, including, without limitation, anticipated financial results, operating performance or achievement of enhancements in debt maturity profile or expected timing of settlement or other events. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors and are not guarantees of future performance. Actual results, performance, or outcomes may differ materially from those expressed in or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina and other products; (b) unfavorable changes in general business and economic conditions; (c) disruptions or volatility in the global financial markets; and (d) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2009, Forms 10-Q for the quarters ended March 31, 2010 and June 30, 2010, and other reports filed with the Securities and Exchange Commission. 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.

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