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): September 20, 2016

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.

On September 20, 2016, Alcoa Inc. (the “Company”) issued a press release announcing a proposed offering of senior notes by Alcoa Nederland Holding B.V., a wholly owned subsidiary of Alcoa Upstream Corporation (“Alcoa Corporation”), which is currently a wholly owned subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 7.01.

The Company is also hereby furnishing the information attached as Exhibit 99.2, which contains certain information about the future Alcoa Corporation.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished, not filed, in accordance with the provisions of General Instruction B.2 of Form 8-K. The furnishing of this information in Item 7.01 of Form 8-K will not be deemed an admission that such information is material information that is not otherwise publicly available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following are furnished as exhibits to this report:

99.1 Press release of Alcoa, Inc., dated September 20, 2016.

99.2 Alcoa Corporation Overview.

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/ PETER HONG
Name:	Peter Hong
Title:	Vice President and Treasurer

Date: September 20, 2016

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Alcoa, Inc., dated September 20, 2016.
99.2	Alcoa Corporation Overview.

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact	Media Contact
Matt Garth	Monica Orbe
(212) 836-2674 Matthew.Garth@alcoa.com	(212) 836-2632 Monica.Orbe@alcoa.com

Alcoa Inc. Announces Proposed Debt Offering In Connection with Separation

September 20, 2016, NEW YORK—Alcoa Inc. (NYSE:AA) (“Alcoa”) announced today a proposed offering of senior notes (the “Notes”) by Alcoa Nederland Holding B.V. (the “Issuer”), a wholly owned subsidiary of Alcoa Upstream Corporation (“Alcoa Corporation”), which is currently a wholly owned subsidiary of Alcoa.

The timing of pricing and terms of the Notes are subject to market conditions and other factors. The Issuer intends to use the proceeds from the proposed offering to make a payment to Alcoa to fund the transfer of certain assets from Alcoa to the Issuer in connection with Alcoa’s previously announced plan to separate into two stand-alone, publicly traded companies (the “separation”) and for general corporate purposes. The net proceeds from the proposed offering will be held in escrow until the completion of the separation and the satisfaction of certain other escrow release conditions. The Notes will initially be guaranteed on a senior unsecured basis by Alcoa Corporation and, following the separation, by Alcoa Corporation and certain of its subsidiaries.

The Notes and related guarantees will be sold in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-United States persons in offshore transactions in accordance with Regulation S under the Securities Act.

The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum.

About Alcoa

A global leader in lightweight metals technology, engineering and manufacturing, Alcoa innovates multi-material solutions that advance our world. Our technologies enhance transportation, from automotive and commercial transport to air and space travel, and improve industrial and consumer electronics products. We enable smart buildings, sustainable food and beverage packaging, high-performance defense vehicles across air, land and sea, deeper oil and gas drilling and more efficient power generation. We pioneered the aluminum industry over 125 years ago, and today, our approximately 57,000 people in 30 countries deliver value-add products made of titanium, nickel and aluminum, and produce best-in-class bauxite, alumina and primary aluminum products.

Forward-Looking Statements

This communication 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,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” 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, statements regarding the separation transaction. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa 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. Such risks and uncertainties include, but are not limited to: (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that various closing conditions for the separation may not be satisfied; (c) the outcome of contingencies, including legal proceedings; (d) the impact of the separation on the businesses of Alcoa; (e) the risk that the businesses will not be separated successfully or such separation may be more difficult, time-consuming or costly than expected, which could result in additional demands on Alcoa’s resources, systems, procedures and controls, disruption of its ongoing business and diversion of management’s attention from other business concerns; and (f) the other risk factors discussed in Alcoa’s Form 10-K for the year ended December 31, 2015, and other reports filed with the U.S. 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.

EX-99.2

Alcoa Corporation September 2016 Exhibit 99.2

Important Information

Forward–Looking Statements

This presentation 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,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning.

All statements that reflect Alcoa’s and Alcoa Corporation’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts concerning

global demand growth for aluminum, supply/demand balances; projections or forecasts of financial results or operating performance; statements about strategies, outlook, business and financial prospects; and statements regarding the

prospective separation transaction. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa 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. Such risks and uncertainties include, but are not limited to: (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that

various closing conditions for the separation may not be satisfied; (c) the impact of the separation on the businesses of Alcoa;

(d) the risk that the businesses will not be separated successfully or such separation may be more difficult, time-

consuming or costly than expected, which could result in additional demands on Alcoa’s resources, systems, procedures and controls, disruption of its ongoing business and diversion of management’s attention from other business concerns; (e)

material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices and premiums, as applicable, for primary aluminum, alumina, and other products,

and fluctuations in indexed-based and spot prices for alumina; (f) deterioration in global economic and financial market conditions generally; (g) unfavorable changes in the markets served by Alcoa and Alcoa Corporation; (h) the impact of changes

in foreign currency exchange rates on costs and results; (i) increases in energy costs; (j) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening

of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (k) Alcoa’s inability to realize expected benefits, in each case as

planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, or expansions, or

joint ventures; (l) political, economic, and regulatory risks in the countries in which Alcoa operates or sells products; (m)

the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; (n) the impact of cyber attacks and potential information technology or data security breaches; and (o) the other

risk factors discussed in Alcoa’s Form 10-K for the year ended December 31, 2015, Alcoa Corporation’s registration statement on Form 10, and other reports filed by Alcoa with the U.S. Securities and Exchange Commission (SEC). 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. Market projections are subject to the risks discussed above and other

risks in the market.

The securities mentioned herein have not been registered under the U.S. Securities Act of 1933, as amended. The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified

institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Nothing in this

presentation is intended to be taken by, and should not be taken by, any individual recipient as investment advice, a recommendation to buy, hold or sell any security, or an offer to sell or a solicitation of offers to purchase any security. An offer to

sell or a solicitation of an offer to buy any securities referenced herein will occur solely by means of a confidential offering

memorandum, which may contain information different from the information contained in this presentation. Such

confidential offering memorandum will contain detailed information about Alcoa Corporation and its business and financial results, as well as its financial statements. This presentation is qualified in its entirety by such confidential offering

memorandum, which should be read completely before making any investment. This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, State, country

or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This presentation includes unaudited “non-GAAP

financial measures” as defined in Regulation G under the Securities Exchange Act of 1934, including Adjusted EBITDA and pro forma Adjusted EBITDA. Alcoa and Alcoa Corporation believe that the

presentation of non-GAAP

financial measures helps investors by providing additional information with respect to the operating performance of Alcoa Corporation and the ability of Alcoa Corporation to meet its financial obligations and, in the case

of pro forma Adjusted EBITDA, provides additional information regarding expected impact of the separation and distribution on

Adjusted EBITDA. The presentation of non-GAAP

financial measures is not intended to be a substitute for, and should

not be considered in isolation from, the financial measures reported in accordance with GAAP. See the appendix for a reconciliation of the non-GAAP

financial measures included in this presentation to their comparable GAAP

financial measures.

_______________________________________________

Adjusted EBITDA: References to historical EBITDA herein means Adjusted EBITDA, for which we have provided calculations and reconciliations in the Appendix. Pro forma Adjusted EBITDA reflects certain pro forma adjustments related to the

separation. See the Alcoa Upstream Corporation Form 10 filed with the SEC on September 13, 2016 for further information about the pro forma adjustments. Note the pro forma figures reflected in this document assume a $1Bn Senior Unsecured

Notes offering vs. $1.25Bn assumed in the aforementioned Form 10. We have provided reconciliations in the appendix.

2

Table of Contents

3

Separation Update

Key Business Highlights

2

3

Financial Overview

4

Conclusion

5

SEPARATION UPDATE

Section 2

Separation Culminates Alcoa’s Successful Multi-Year Transformation 1) The rolling mills located at Warrick and Ma’aden will be part of Alcoa Corporation On September 28, 2015, Alcoa Inc. (NYSE:AA) announced its Board of Directors unanimously approved a plan to separate into two standalone, publicly traded companies The separation will launch two Fortune 500 companies: Alcoa Corporation: Alcoa Inc.’s business units focused on Bauxite, Alumina, Aluminum, Cast Products, North American Packaging Rolled Products(1) and Energy Arconic: Alcoa Inc.’s Engineered Products and Solutions, Transportation and Construction Solutions, and Rolled Products segments(1) Following the separation, existing Alcoa Inc. shareholders will own ~80% of the common stock of Alcoa Corporation Remaining ~20% will be owned by Arconic Inc. Transaction intended to be tax-free to U.S. shareholders Separation on course to be completed in the second half of 2016 Successful multi-year transformation has reshaped Alcoa’s portfolio to create two strong value engines Separation will position these businesses as leaders in their respective industries Transaction is aimed at creating long-term shareholder value by launching two market-leading companies with distinct investment profiles. Each company will be: Led by a focused and experienced management team Able to effectively allocate resources and deploy capital in-line with individual growth priorities and cash flow profiles Situated to pursue opportunities in increasingly competitive and rapidly evolving markets Positioned to attract an investor and capital base suited to their unique value propositions and operational and financial characteristics Strategic Rationale for Separation Separation Overview Separation will Create Two Industry-leading, Standalone Public Companies 1 2

Executing Separation – On Course for Second Half of 2016 Separation Approximate Timeline and Path to Completion 1) Refers to productivity programs in Alcoa Corporation’s Bauxite, Alumina, Aluminum, Cast Products and Energy segments 4Q 2015 1st Half 2016 2nd Half 2016 Launched New Value-Add Name and Brand and Refreshed Alcoa Brand Initial Form 10 Filing - e.g., 3-Year Carve-Out Financials Form of Separation and Legal Structure Intended Debt Structure Allocation of Assets and Liabilities Governance Elements Separate Supplier/Partner Contracts Filing of Form 10 Amendment Includes 2Q 2016 financials Complete Financing Complete Separation of IT Systems and Infrastructure Form 10 Effectiveness and Final Board Approval Begin Trading as Two Companies ü ü Launched the Separation Program Office Announced the Executive Management Teams Confirmed U.S. Domicile for Both Companies Launched New Business Improvement Programs for 2016 ü ü ü ü ü ü

KEY BUSINESS HIGHLIGHTS

Section 3

Alcoa Corporation: Cost Competitive Industry Leader

8

ALUMINA

ALUMINUM

World’s largest

bauxite miner, with a

solid first-quartile

cost

curve position

Bauxite

World’s largest

alumina producer,

with a highly

competitive

first-quartile cost

curve position

Alumina

Power production

capacity of ~1,470

(1)

megawatts, of

which ~55% is low-

cost hydroelectric

power

Energy

Global aluminum

producer with a

significantly

strengthened

second-quartile cost

curve portfolio

Aluminum

15 operating

casthouses

providing

value-added products

to customers in

growing markets

Cast Products

Efficient and

focused can

sheet leader in

North America

Rolled Products

1) Excludes the Yadkin Hydroelectric Project (215MW of capacity); sale expected to close in H2 2016. Including the Yadkin facility,

Alcoa Corporation’s current total generation capacity is ~1,685MW, of which ~61% is hydroelectric power

Global Strength: A team of nearly 16,000 employees in 10 countries, generating more than $11 billion in 2015 revenue. More than 25 facilities, representing six business units. Global Strength: A team of nearly 16,000 employees, generating more than $11 billion in 2015 revenue. Six business units, with 25 manufacturing facilities in 10 countries. Global Footprint in Proximity to Key Strategic Markets Indicates fully curtailed facility v

Unrivalled Upstream Aluminum Experience with the Flexibility of a Newly Formed Company Alcoa Corporation’s Significant Competitive Advantages Distinguish Us From Our Peers Solution-oriented customer relationships and programs Establishment of a strong, operator focused culture Operational reliability and excellence Aggressive asset portfolio management Efficient use of available capital Disciplined execution of high return growth projects Continuous pursuit of improvements in productivity Attracting and retaining the best employees globally World-class, cost-competitive portfolio active in all parts of the aluminum value chain Access to key strategic markets Customer relationships across the industry spectrum and around the world Experienced management team with substantial industry expertise and track record of strong corporate governance History of operational excellence and continuous productivity improvements Dedication to environmental excellence and safety Positioned for future market scenarios Core Strategic Principles Key Strategic Advantages

Premier Global Bauxite Position Alcoa mines well positioned with bauxite reserves 1) CRU analysis, 2) Including 100% equity interests of AWAC assets, 3) Competitor production information sourced from Wood Mackenzie Largest bauxite miner, 45.3 Mmt production in 2015 1st Quartile Cost curve position(1) Consistent and reliable bauxite supplier Next to major markets, with space to grow Technical refining knowledge to provide multi-product customer solutions Country bauxite reserves Country bauxite reserves where Alcoa has mines Bright Future for Alcoa’s Bauxite Business Global bauxite reserves in billions of mt and Alcoa bauxite mines Alcoa World Alumina and Chemicals (AWAC) partnership is the Largest Bauxite Miner in the world Building out 3rd party bauxite business; secured multiple bauxite supply contracts $60M of contracts in 2Q 2016; total 3rd party bauxite sales $410M (2016-17) Proximity to owned refinery operations Strong presence in Atlantic and Pacific markets Operator of 4 of 7 mines Equity interests in operations in Brazil, Guinea and Saudi Arabia Marketing Governance Largest global bauxite miner 2015 bauxite production from top 5 producers(2,3)(Mmt) ATOI up $13M Q2 vs. Q1

World’s Most Attractive Alumina Refining Business Gas supply agreement secures a low cost position for Western Australia refineries through 2032 San Ciprian natural gas solution driving cost footprint improvement Access to growth markets in Asia, Middle East, and Latin America 3rd party shipments of 10.8mmt in 2015 (~70% of production) 75% of 3rd party smelter-grade shipments on API/Spot in 2015; up from 68% in 2014 and 5% in 2010 Highly competitive first quartile cost curve position Largest global alumina producer Energy Marketing 1) Including 100% equity interests of AWAC assets, 2) Competitor production information sourced from Wood Mackenzie API = Alumina Price Index Refinery AWAC partnership is the Largest Alumina Refiner in the world Largest alumina producer, 15.7 Mmt production in 2015 1st Quartile Cost curve position(2) Diversified portfolio; nine refineries on five continents Proven ability to improve, divest, close or curtail assets Closed, divested or curtailed 25% of total operating capacity since 2010 2015 alumina production from top 5 producers(1,2)(Mmt)

Alumina Cost Position Moves 7 Points in 5 Years $/MT Production (MMT) Alcoa moves to 23rd Percentile in 2015 ALUMINA 2015: 23rd Percentile 2010: 30th Percentile Source: CRU and Alcoa analysis 2016 Target: 21st Percentile Key 2015 / 2016 actions Saudi Arabia joint venture refinery nameplate capacity of 1,800 kmt Full curtailment of Suralco Full curtailment of Point Comfort Benefit of Jamalco sale Secured an attractive 12 year gas supply agreement (starting in 2020) in Western Australia San Ciprian conversion to natural gas Executing productivity initiatives to capture cost savings Reshaping portfolio Lowering costs

Country Consolidated Capacity (MW) Brazil(2) 492 Canada 132 Suriname 189 United States(3) 657 Driving Value Through Substantial Energy Assets Brazil assets provide optionality between market sales and metal production Approximately 55% of generated power sold externally in 2015 Capturing significant earnings from power sales globally Securing energy needs with 3rd parties for operations ~55% of capacity is hydroelectric(3) Sale of Yadkin Hydroelectric Project in North Carolina expected to close in H2 2016 Energy global footprint and competitive attributes Energy assets(1) in North and South America... ...are managed to create maximum profitability under a variety of situations Strategic power management Asset portfolio Hydroelectric Coal Power generation capacity ~1,470 MW(3) 1) Alcoa has an equity interest in the majority of facilities. 2) The Consolidated Capacity of the Brazilian energy facilities is the assured energy that is approximately 55% of hydropower plant nominal capacity. 3) Excludes the Yadkin Hydroelectric Project (215MW of capacity); sale expected to close in H2 2016. Including the Yadkin facility, Alcoa Corporation’s current total generation capacity is 1,685MW, of which approximately 61% is hydroelectric power.

~70% of smelter power is hydroelectric ~75% of smelter power secured through 2022 ~14% of worldwide smelter power is self-generated; remainder purchased through long-term agreements Recent energy agreements have increased competitiveness of Massena West and Intalco Proven ability to improve, divest, close or curtail assets Aggressive actions taken in 2015 and 2016 Sao Luis smelter curtailment (74,000 mtpy) Pocos de Caldas smelter closure (96,000 mtpy) Wenatchee smelter curtailment (143,000 mtpy) Warrick smelter closure (269,000 mtpy) ~46% of capacity, 1.7M MT, at top-tier sites Canada, Iceland, Norway 25.1% ownership of the world’s lowest cost smelter (Saudi Arabia JV) Proven ability to consistently deliver productivity gains in aluminum production... ...is complemented by success factors ensuring long-term competitiveness Sustainable energy Active portfolio management World’s fourth largest producer of aluminum Smelter Other(1) Other includes Lake Charles (carbon products), Gum Springs (spent potlining treatment facility) Smelting Portfolio Well Positioned to Benefit from Strong Aluminum Demand

Aluminum Cost Position Moves 8 Points in 5 Years $/MT Production (MMT) Cost-per-metric-ton declines as we hold 43rd position 2015: 43rd Percentile 2010: 51st Percentile 2016 Target: 38th Percentile ALUMINUM Key 2015 / 2016 actions Saudi Arabia joint venture smelter at nameplate (740 kmt) Curtailment of Sao Luis and Wenatchee Closure of Poços de Caldas and Warrick Reduced energy costs at Intalco and Massena West; benefit of Quebec contracts Executing productivity initiatives to capture cost savings Reshaping portfolio Lowering costs Source: CRU and Alcoa analysis

Global demand on track to double between 2010 and 2020 Progressively tightening market is leading to global deficit for 2016 Inventories are low based on days of consumption China not exporting primary aluminum Exports of fake semis declining Fact… Fiction… The fundamental outlook of aluminum is weak Aluminum supply glut will continue China exporting primary aluminum China exports increasing x x x x Aluminum Market Misconceptions Setting the Record Straight

Unique Global Network of Casthouses Offering Value-Add Opportunities Innovative new foundry alloys for automotive market Alloys qualified with top tier OEM; 8 trials ongoing; 20 more planned 18(1) casthouses providing value-add products Casthouse Center of Excellence driving continuous improvement and best practice sharing across the portfolio 67% value-add products in 2015 Slab casting supporting automotive growth Billet production serving growing extrusion markets Unique global network of casthouses... ...continuously shifting to high value-add products serving a broad customer base Creating value for customers World-class casthouses Casthouse Serving growing markets Value-add products as % of total shipments (1) Includes 3 curtailed operations and Ma’aden Casthouse Value-Add portfolio provides profits throughout the cycle: $1.6B in incremental margin 2010 through 2015

Leading Can Sheet Supplier in North America Warrick Operations: Food Stock, Beverage End & Tab Stock, Lithographic Sheet, Body Stock and Bottle Stock Ma’aden Rolling Company(2): Wide Body Stock, Beverage End & Tab #1 Position (> 90% Share) in North America Aluminum Food Can segment #2 Position in North America Beverage Can Sheet segment Patented E-Coat® coating process for Beer End Stock Two Roll Coat lines use FDA-approved chemistry to coat metal used in the food and beverage industry Only Aluminum Lithographic Sheet Maker in North America Transition Tennessee Wide Body Stock to MRC over 3yr period Two mill system covering North America packaging markets Strong North America market and technology position World-class Operations for Can Sheet market Packaging Mills North America: #1 or #2 position(1) 1) Based on AGP NA 2016 Forecast. (2) JV- Alcoa 25.1% stake in MRC State of-the-Art Rolling Mill, Coating line and Recycling facility for Can Sheet Began operations in 2014 Ma’aden Rolling Company:

Experienced Management Team with Substantial Industry Expertise

20

Name

Future Alcoa Corp. Title

Title at Alcoa Inc.

Years

with

Alcoa

Roy C. Harvey

CEO

President of Global Primary

Products

14

Tómas Már Sigurdsson

COO

COO of Global Primary Products

12

William F. Oplinger

CFO

EVP & CFO

16

Renato Bacchi

VP & Treasurer

Assistant Treasurer

18

Robert S. Collins

VP & Controller, FP&A

VP & Controller

11

Leigh Ann Fisher

Chief Administrative Officer

GPP

CFO

27

Jeffrey

D. Heeter

Chief

Legal Officer

Assistant General Counsel

18

Senior management team collectively has more than 110 years of experience in the metals and

mining, commodities, and aluminum industries

Track Record of Cost Leadership and Margin Expansion Prepares Alcoa Corporation to Shine in a Volatile Commodity Environment Rigorous Cost, Productivity, and Cash Management Largest Global Bauxite Supplies Ensure Alumina Strength for the Future 1) CRU and Alcoa analysis Positioned to best Capitalize on Market fundamentals Value-Add Casthouse Portfolio Provides Profits Throughout the Cycle Proven Commitment to Cost Leadership 1st Quartile(1) Alumina Position

FINANCIAL OVERVIEW

Section 4

Six Strong Business Segments Each with Unique Financial Drivers…

23

ALUMINA

ALUMINUM

•

1st quartile cost curve

position

•

Significant upside in 3rd

party business

•

Secured contracts valued

at more than $410M of sales

in 2016/17; pricing is

contract specific

Bauxite

Alumina

•

1st quartile

cost curve

position ensures strong

through-the-cycle earnings

power

•

API is key pricing benchmark

•

~70% of production sold

externally in 2015; rest

consumed by the Alcoa Corp.

smelting operations

Energy

•

Substantial energy assets

delivering non-metal

price linked EBITDA

•

Capturing significant

earnings

from power

sales globally

Aluminum

•

Superior 2nd quartile

cost position

•

Positioned to sustain low

price environment

•

Will benefit from strong

aluminum demand

outlook

Cast Products

•

Conversion business

model

•

Limited commodity price

volatility

in underlying

earnings; 67% value-add

products in 2015

•

Strategically located near

key demand centers

Rolled Products

•

Conversion business

model with limited

commodity price

volatility in underlying

earnings

•

Conversion to cold metal

sourcing at Warrick

impacting 2016 EBITDA

…Providing Significant Earnings Diversification for Alcoa Corporation Alcoa Corporation Revenues and Adjusted EBITDA: Full year 2015 Actual 1) Before Intersegment Eliminations; 2) Conversion Margin removes pass through metal cost from margin calculation See appendix for adjusted EBITDA reconciliations $ $ Revenue ($B) $8.3 Profitability (Adjusted EBITDA %, $B) Total Revenue Intersegment e.g., Mine -> Refinery % Margin Adjusted EBITDA $0.9 $0.5 $0.2 $0.3 $0.2 3rd Party Revenue $1.7 ($0.5) Closed/Corporate Exp. Cast P. Aluminum Energy Alumina Bauxite $0.1 Rolled P. (1) Aluminum Conversion margin is primary performance metric(2)

Re-based Cost Footprint, Built for Success in a Commodity Industry Total Sales ($M) Adjusted EBITDA ($M) and Adjusted EBITDA Margin (%) Capital Expenditures ($M) Adjusted EBITDA-Capex ($M) and Cash Flow Conversion (%) 10.3% $2,089/MT $2,316/MT $1,938/MT $1,724/MT All-in Metals Price ($/MT) ~$1Bn of EBITDA despite ~$3Bn lower sales compared to 2013 (3) (1) 1) Metal price represents combined annual averages of LME + Midwest premium; 2) See appendix for adjusted EBITDA reconciliations; 3) Calculated as (Adjusted EBITDA – Capex) / Adjusted EBITDA (2) Strong cash flow at low metal prices 8.3% 45.5% 58.9%

Pro Forma Adjustments Remove Non-Recurring Costs; Multiple Levers

Available to Drive Further Improvement

26

98

12

2015 EBITDA

COGS

SG&A

PF 2015 EBITDA

2015 Pro Forma Adjusted EBITDA

(1)

Bridge ($M)

LTM

EBITDA Considerations

COGS:

Favorable adjustment to pension and OPEB

expense associated with plans assumed by Alcoa

Corporation

-

On a carve-out basis, allocated expenses are not

representative of the expected go-forward expense

associated with the Alcoa Corporation plans

SG&A:

Removal of costs related to the separation that were

incurred during the historical periods that will not continue to

be incurred post-

separation

-

Costs were primarily for legal, tax, and accounting, and

other professional fees

Overview of Pro Forma Adjustments

(2)

Benefit in 2H 2016 from productivity improvement

programs (procurement, overhead, business programs)

-

Tracking well against full year 2016 targets

New bauxite sales contracts

-

Secured contracts

valued at more than $410 million of

revenue

over 2016 and 2017

Potential margin improvement initiatives

Levers to Drive Further EBITDA Improvement

1

2

1) See appendix for Adjusted EBITDA and pro forma Adjusted EBITDA reconciliations; 2) Pro forma Adjusted EBITDA reflects certain pro forma adjustments related

to the separation. See the Alcoa Upstream Corporation Form 10 filed with the SEC on September 13, 2016 for further information about the pro forma adjustments.

Note the above pro forma figures reflect an assumed $1Bn Senior Unsecured Notes offering vs. $1.25Bn assumed in the aforementioned Form 10.

15

31

1H16 EBITDA

COGS

SG&A

PF 1H16 EBITDA

1,738

1,848

15.5%

16.5%

Adjusted EBITDA Margin (%)

1H 2016 Pro Forma Adjusted EBITDA

(1)

Bridge ($M)

10.2%

11.2%

Adjusted EBITDA Margin (%)

452

498

1

2

1

2

Disciplined Financial Policy Focused on Prudent Capital Allocation Leverage Maintain prudent leverage through the business cycle Liquidity Operating cash flow is the primary source of liquidity Very significant credit capacity for working capital needs Aggressive Asset Portfolio Management Alcoa Corporation will continue to review our portfolio of assets and opportunities to maximize value creation; we believe we are well-positioned to pursue opportunities to reduce costs and grow revenue and margins across our portfolio Management will continue to monitor asset base relative to market conditions, industry trends and their position in the life cycle, and curtail, sell or close assets that do not meet our value generation thresholds Efficient Use of Available Capital Capital allocation priorities will be to sustain valuable assets and invest in small/medium high return projects in the most cost efficient manner while de-levering the balance sheet by managing debt and debt-liabilities Intend to deploy excess cash to maximize long-term financial flexibility. Return on capital (ROC) will be the primary metric used to determine capital allocation

CONCLUSION

Section 5

Alcoa Corporation: Cost Competitive Industry Leader Superb legacy of talent, reputation, and performance – 128 year history in upstream aluminum Diversified business segments with 1st and 2nd quartile assets Cash flow generation even at cyclical lows; material upside with any rebound in prices $1.5Bn undrawn revolving credit facility Committed to disciplined capital allocation 1 5 6 3 4

APPENDIX

Alcoa Corporation Pro Forma Adjusted EBITDA and Adjusted EBITDA Reconciliation Alcoa Corporation’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation, depletion, and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation, depletion, and amortization. Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because Adjusted EBITDA provides additional information with respect to Alcoa Corporation’s operating performance and the Company’s ability to meet its financial obligations. Management believes that pro forma Adjusted EBITDA is meaningful to investors because it provides additional information about the expected impact of the separation and distribution on Adjusted EBITDA. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. ($ in millions) Pro Forma Pro Forma LTM 1H 2016 2015 Q2 2016 1H 2016 1H 2015 2015 2014 2013 Sales Sales to unrelated parties $3,953 $10,121 $8,652 $3,953 $5,422 $10,121 $11,364 $11,035 Sale to related parties 499 1,078 930 499 647 1,078 1,783 1,538 Total sales $4,452 $11,199 $9,582 $4,452 $6,069 $11,199 $13,147 $12,573 Adjusted EBITDA Net (Loss) Income attributable to Alcoa Corporation $(142) $(591) $(1,197) $(265) $69 $(863) $(256) $(2,909) Add: Net income (loss) attributable to non-controlling interest 38 124 35 38 127 124 (91) 39 Provision for income taxes 86 402 255 86 233 402 284 123 Other expenses (income), net 16 42 71 16 (13) 42 58 14 Interest expense 53 108 261 130 139 270 309 305 Restructuring and other charges 92 983 832 92 243 983 863 712 Impairment of goodwill - - - - - - - 1,731 Provision for depreciation, depletion, and amortization 355 780 731 355 404 780 954 1,026 Adjusted EBITDA $498 $1,848 $988 $452 $1,202 $1,738 $2,121 $1,041 Pro Forma Adjusted EBITDA(1) Adjusted EBITDA 1) Pro forma Adjusted EBITDA reflects certain pro forma adjustments related to the separation. See the Alcoa Upstream Corporation Form 10 filed with the SEC on September 13, 2016 for further information about the pro forma adjustments. Note the above pro forma figures reflect an assumed $1Bn Senior Unsecured Notes offering vs. $1.25Bn assumed in the aforementioned Form 10.

($ in millions) 2015 Alcoa Corporation - Segments Bauxite Alumina Aluminum Cast Products Energy Rolled Products             After-tax operating income (ATOI) $258 $476 $1 $110 $145 $20 Add: Depreciation, depletion, and amortization 94 202 311 42 61 23 Equity (income) loss - 41 12 - - 32 Income taxes 103 191 (77) 49 69 26 Other - - - - - - Adjusted EBITDA $455 $910 $247 $201 $275 $101 Total sales $1,231 $5,030 $5,106 $6,232 $723 $1,011 Adjusted EBITDA margin 37.0% 18.1% 4.8% 3.2% 38.0% 10.0% Alcoa Corporation’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation, depletion, and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation, depletion, and amortization. The Other line in the table above includes gains/losses on asset sales and other non-operating items. Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because Adjusted EBITDA provides additional information with respect to  Alcoa Corporation’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. Segment Adjusted EBITDA Reconciliation

Detailed Segment Adjusted EBITDA Reconciliation Segment performance under Alcoa Corporation's management reporting system is evaluated based on a number of factors; however, the primary measure of performance is the after-tax operating income (ATOI) of each segment. Certain items such as the impact of LIFO inventory accounting; metal price lag; interest expense; non-controlling interests; corporate expense (primarily comprising general administrative and selling expenses of operating the corporate headquarters and other global administrative facilities, along with depreciation and amortization on corporate-owned assets); restructuring and other charges; intersegment profit elimination; the impact of discrete tax items, any deferred tax valuation allowance adjustments and other differences between tax rates applicable to the segments and the combined effective tax rate; and other non- operating items such as foreign currency transaction gains/losses and interest income are  excluded from segment ATOI. Alcoa Corporation’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back  for depreciation, depletion, and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation, depletion, and amortization.  Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because Adjusted EBITDA provides additional information with respect to Alcoa  Corporation’s operating performance and the Company’s ability to meet its financial obligations.  The Adjusted EBITDA presented may not be comparable to  similarly titled measures of other companies. 1) Effective January 1, 2015, Alcoa Corporation redefined its segments concurrent with an internal reorganization for certain of its businesses.  Following this reorganization, Alcoa Corporation's operations consist of six reportable segments. Reorganization resulted in a change to both the cost structure within the segments and transactions between segments. As a result, aggregate ATOI of the future segments will not be equivalent to the aggregate ATOI of the historical segments (1)

Detailed Historical Segment Adjusted EBITDA Reconciliation Segment performance under Alcoa Corporation's management reporting system is evaluated based on a number of factors; however, the primary measure of performance is the after-tax operating income (ATOI) of each segment. Certain items such as the impact of LIFO inventory accounting; metal price lag; interest expense; non-controlling interests; corporate expense (primarily comprising general administrative and selling expenses of operating the corporate headquarters and other global administrative facilities, along with depreciation and amortization on corporate-owned assets); restructuring and other charges; intersegment profit elimination; the impact of discrete tax items, any deferred tax valuation allowance adjustments and other differences between tax rates applicable to the segments and the combined effective tax rate; and other non- operating items such as foreign currency transaction gains/losses and interest  income are excluded from segment ATOI. Alcoa Corporation’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back  for depreciation, depletion, and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation, depletion, and amortization.  Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because Adjusted EBITDA provides additional information with respect to Alcoa Corporation’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies.

2016 Alcoa Inc. Market Sensitivities by Segment Alcoa Inc. Segment Annual ATOI1 Sensitivities LME API AUD BRL EUR CAD NOK Benchmark +/- $100/MT +/- $10/MT +/- 0.01 USD/AUD +/- 0.01 BRL/USD +/- 0.01 USD/EUR +/- 0.01 CAD/USD +/- 0.10 NOK/USD Primary Metals $169M ($28M) $2M Min $3M $2M $2M GRP(2) $1M N/A N/A Min ($1M) N/A N/A TCS ($5M) N/A Min Min ($1M) Min N/A EPS ($1M) N/A Min Min ($1M) Min N/A Notes: (1) Segment ATOI does not reflect include Alumina Limited’s 40% minority interest ; (2) After the separation, Warrick and Saudi Arabia rolling mill operations (currently in GRP segment) will be in Alcoa Corporation.; Source: Alcoa Inc. Form 8-K filed with the SEC on September 16, 2016 Alumina(1) $19M $72M $17M $1M $1M N/A N/A Alcoa Corporation Arconic ‘Min’ is defined as less than $1 million; N/A is defined as the segment not having exposure to the benchmark

Positioned for Future Market Scenarios

Improved cost position by closing, divesting or curtailing higher cost smelting and refining capacity

Enhanced portfolio with ~25% investment in Alcoa Corporation-Ma’aden joint venture, the lowest-cost

integrated aluminum complex in the world

Revolutionized market for pricing smelter-grade alumina

Grown our portfolio of value-added cast product offerings

Reorganized operating structure for greater efficiency, profitability and value-creation at each stage of

the value chain

Reduced costs in Rolled Products operations and intensified focus on innovation

Reshaped portfolio and implemented changes to business model to make Alcoa resilient in times

of market volatility

36

Key Value-Add Products Serve An Array Of End-Markets

Cast Products key markets, uses and value-add products

Slab

Billet

Foundry

Rod

End markets

•

Automotive, industrial

Main uses

•

Wheels, steel coaters, cast parts

Supplying locations

Canada: Deschambault

US:  Intalco

Europe: Lista, San Ciprian

End markets

•

Transportation, Industrial, B&C,

Packaging

Main uses

•

Sheet and plate, can stock

Supplying locations

Canada: Baie Comeau, Becancour

Europe: LaCoruna, Mosjoen, San

Ciprian 

End markets

•

Industrial, Electrical

Main uses

•

Overhead wire, mechanical and

welding wire

Supplying locations

US: Massena

Europe: Fjardaal

End markets

•

Transportation, B&C, Industrial

Main uses

•

Extrusions, wheels

Supplying locations

Canada: Becancour

US:  Intalco, Massena

Brazil: Pocos de Caldas

Europe: Aviles, LaCoruna, Lista, San Ciprian

Transportation = auto and commercial transportation; global market share based on global volume ex China

37

Overview of 2Q 2016 Results –

Alcoa Inc. Alumina and Primary Metals Segments

38

2Q 2016 Overview of Alcoa Inc. Alumina and Primary Metals Segments

Total revenue of $2.3 billion, up 7 percent

sequentially

Predominately due to 22 percent higher alumina prices, 2 percent higher aluminum pricing and organic

growth, slightly offset by the impact of curtailed, divested, and closed operations

Third-party revenue of $1.8 billion, up 9 percent sequentially

After-tax operating income of $150 million, up sequentially, as improved pricing, productivity savings and

the realized benefit of a more competitive portfolio lifted Alumina and Primary Metals segments profit

Alcoa World Alumina and Chemicals secured $60 million of new third-party bauxite sales over the next

two years

Reached power agreement to improve competitiveness of Intalco smelter in Washington State and

curtailed Pt. Comfort, Texas refinery 

Note: After the separation, Warrick and Saudi Arabia rolling mill operations (currently in Arconic GRP segment) will be in Alcoa

Corporation.

Alcoa Inc. Alumina Segment: Earnings Lifted by Pricing and Performance 2Q16 Actual – Alumina API pricing up 22% sequentially, down 26% year-over-year Production down vs. Q1 on Pt Comfort curtailment, partially offset by higher production in Sao Luis, Kwinana and San Ciprián Productivity gains through strong cost control and execution of curtailments 3rd party Bauxite sales continue to grow. Bauxite ATOI up $13M sequentially 2Q15 1Q16 2Q16 Production (kmt) 3,977 3,330 3,316 3rd Party Shipments (kmt) 2,706 2,168 2,266 3rd Party Revenue ($ Millions) 924 545 694 3rd Party Price ($/MT) 337 249 304 ATOI ($ Millions) 215 8 109 2nd Quarter ATOI Results 2nd Quarter Business Highlights $ Millions 2nd Quarter ATOI Performance Bridge Productivity Volume / Price / Mix ($14) ($1)

Alcoa Inc. Primary Metals Segment: Benefit from Pricing and Portfolio Actions $ Millions 2Q16 Actual – Primary Metals ($18) Productivity ($5) (1) Realized price up 3% sequentially Production down 60 kmt following Warrick closure Benefit from productivity, lower carbon costs and the Warrick closure Alumina costs follow 90-day lag on API pricing Energy sales down due to lower volumes in Brazil and US 2Q15 1Q16 2Q16 Production (kmt) 701 655 595 3rd Party Shipments (kmt) 630 575 565 3rd Party Revenue ($ Millions) 1,534 1,123 1,119 3rd Party Price ($/MT) 2,180 1,793 1,849 ATOI ($ Millions) 67 14 41 2nd Quarter ATOI Results 2nd Quarter Business Highlights 2nd Quarter ATOI Performance Bridge 1) Metal Price = LME + Regional Premium; Regional Premium previously reported in Price/Mix category