Alcoa Corporation · NYSE:AA
Alcoa — Merger or Acquisition (February 2024)
24 slides from Alcoa's merger presentation, Feb 25, 2024
Slide 1: Alcoa announces agreement with Alumina Limited on terms and process to acquire Alumina Limited
Alcoa announces agreement with Alumina Limited on terms and process to acquire Alumina Limited in an all-stock transaction A Consolidation of Alcoa’s Ownership of AWAC February 25, 2024 1
Slide 2: Agreed terms and process for Alcoa to acquire Alumina Limited
Agreed terms and process for Alcoa to acquire Alumina Limited Transaction to deliver significant value and upside potential for shareholders of both companies AGREED TERMS ▪ Exchange ratio of 0.02854x Alcoa shares for each Alumina Limited share FOR ACQUISITION ▪ Consideration implies a value of A$1.
Slide 3: Alumina Limited's sole asset is a minority stake in AWAC
Alumina Limited’s sole asset is a minority stake in AWAC1 Proposed transaction collapses AWAC joint venture 60% ownership 40% ownership ▪ Alumina Limited is ASX-listed ▪ Sole asset is 40% ownership of non-operating interest in AWAC AWAC Joint Venture2 ▪ AWAC assets are operated BAUXITE MINING OPERAT
Slide 4: Proposed transaction offers immediate and significant benefits
Proposed transaction offers immediate and significant benefits Underpinned by strong industrial logic and delivering compelling benefits to both sets of shareholders 1 The right deal for Alumina Limited shareholders ▪ Diversifies ownership to a large-scale, global upstream aluminum company ▪ Allows
Slide 5: Structure elevates ownership for Alumina Limited shareholders
1 Structure elevates ownership for Alumina Limited shareholders Alumina Limited shareholders will be entitled to the same ownership benefits available to Alcoa stockholders FROM COMPLEX OWNERSHIP AT A SUB-SEGMENT LEVEL… … TO STREAMLINED OWNERSHIP AT THE WHOLECO LEVEL Current Alcoa shareholders: 68.7
Slide 6: Offers a unique opportunity for Alumina Limited shareholders
1 Offers a unique opportunity for Alumina Limited shareholders Pro forma ownership of Alcoa provides several advantages GLOBALLY DIVERSIFIED BUSINESS MIX ACROSS BAUXITE, ALUMINA AND ALUMINUM 1 SECTOR INNOVATION LEADER 2023 Production metrics ▪ Balances exposure to ▪ Full suite of low-carbon and recy
Slide 7: Diversifies ownership into Alcoa's low carbon smelting portfolio
1 Diversifies ownership into Alcoa’s low carbon smelting portfolio Top five global producer (ex China), with 87% of smelting tons powered by renewables 7 GLOBAL SMELTING PORTFOLIO SIGNIFICANT INCREASE TO OPERATING CAPACITY ALUMINA LIMITED’S CAPACITY AS OF DECEMBER 31, 2023 (KMT) SMELTING EXPOSURE2 ▪
Slide 8: Advances leading position of a global, pure play, upstream aluminum company
2 Advances leading position of a global, pure play, upstream aluminum company An aluminum company built for the future INTEGRATED ACROSS THE VALUE CHAIN ▪ Full value chain integration from upstream bauxite mines to aluminum smelters – Mining Refining Smelting with tier-1 assets at every step ▪ Incre
Slide 9: Advances leading position of a global, pure play, upstream aluminum company (cont.)
2 Advances leading position of a global, pure play, upstream aluminum company (cont.) Fully integrated across the value chain, with leading positions across bauxite, alumina and aluminum production Bauxite Alumina Aluminum #1 bauxite producer (Mdmt)1 #1 alumina producer (Mmt)1 #2 aluminum producer (
Slide 10: Solidifies position in Western Australia
2 Solidifies position in Western Australia Sole ownership of AWAC advances presence and investment in a premier region in the aluminum industry ▪ Acquisition of Alumina Limited represents major commitment by Alcoa to continuing to improve environmental performance, maintain significant employment an
Slide 11: Unites Alcoa's core bauxite and alumina business
3 Unites Alcoa’s core bauxite and alumina business Expands Alcoa’s ownership of one of the world’s largest bauxite and alumina producers AWAC JV PORTFOLIO OPERATED BY ALCOA Increase in Alcoa 2023 production2 Australia 41.0 10.9 8.2 Mmt 24.7 6.8 Global alumina production 10.3 Mmt alumina production1
Slide 12: Expands economic interest in tier-1 bauxite and alumina assets
3 Expands economic interest in tier-1 bauxite and alumina assets Some of the world’s largest bauxite mines and alumina refineries – already operated by Alcoa today TOP 20 GLOBAL BAUXITE MINES (EX CHINA) COMBINED COMPANY METRICS Wood Mackenzie estimated annual production (Mdmt), 2023 41.0 33.2 Intere
Slide 13: 100% AWAC ownership unlocks value for stockholders
3 100% AWAC ownership unlocks value for stockholders Simplified structure and governance enables efficiency in executing decisions that maximize returns IMPROVES STRATEGIC & FINANCIAL FLEXIBILITY SIMPLIFIES CORPORATE STRUCTURE Tangible near-term cost synergies with potential for further Aligns inter
Slide 14: Increases Alcoa's flexibility and efficiency in financial decisions
3 Increases Alcoa’s flexibility and efficiency in financial decisions Better positions Alcoa to achieve objectives highlighted in its capital allocation framework MAXIMIZING STOCKHOLDER VALUE CREATION CAPITAL ALLOCATION FRAMEWORK Return cash to stockholders ▪ Consistent with capital allocation frame
Slide 15: A compelling opportunity for Alcoa and Alumina Limited
A compelling opportunity for Alcoa and Alumina Limited The right deal for Alumina Limited 1 shareholders Bolsters Alcoa’s position as a leading 2 pure play, upstream aluminum company globally 3 The right deal for Alcoa stockholders 15
Slide 16: Appendix
Appendix v 16
Slide 17: Summary historical financials
Summary historical financials Balance sheet as of December 31 US $ in millions 2017 2018 2019 2020 2021 2022 2023 Alcoa $17,447 $16,132 $14,631 $14,860 $15,025 $14,756 $14,155 Total assets Alumina Ltd. $2,343 $2,245 $1,854 $1,797 $1,755 $1,663 N/A AWAC $7,850 $7,151 $6,363 $6,410 $6,371 $6,185 N/A A
Slide 18: Summary historical financials
Summary historical financials Income statement for twelve months ended December 31 US $ in millions 2017 2018 2019 2020 2021 2022 2023 Alcoa $11,652 $13,403 $10,433 $9,286 $12,152 $12,451 $10,551 Revenue Alumina Ltd. $1 $2 $3 $0 $0 $1 N/A AWAC2 $5,274 $6,749 $5,216 $4,330 $5,224 $5,715 N/A Alcoa $27
Slide 19: Summary historical financials
Summary historical financials Statement of cash flows for twelve months ended December 31 US $ in millions 2017 2018 2019 2020 2021 2022 2023 Alcoa $1,224 $448 $686 $394 $920 $822 $91 Cash flows from Alumina Ltd. $260 $641 $365 $154 $175 $347 N/A operations AWAC $1,102 $1,970 $906 $672 $718 $482 N/A
Slide 20: Production and capacity information
Production and capacity information Alcoa Corporation annual consolidated amounts as of December 31, 2023 ALUMINA REFINING, KMT ALUMINUM SMELTING, KMT Facility Country Capacity Curtailed Curtaile Kwinana1 Australia 2,190 438 Facility Country Capacity d Pinjarra Australia 4,700 - Portland Australia 1
Slide 21: Future facing with a full suite of low carbon and recycled products
Future facing with a full suite of low carbon and recycled products Summary of SustanaTM products and position on carbon emissions curves ALCOA SUSTANA PRODUCT LINE METRIC TONS OF CO2E/MT, BY PRODUCT ▪ Alumina products from a refinery portfolio with average 7 Alumina emissions intensity below 0.6 to
Slide 22: Demonstrating progress along clear path to net zero ambition
Demonstrating progress along clear path to net zero ambition Potential scope 1&2 emissions reduction pathways and current progress ESTIMATED ALCOA SCOPE 1&2 EMISSIONS REDUCTIONS BY SEGMENT, CO2E/TONNE1 EMISSIONS REDUCTION PROGRESS TO DATE -27% ▪ ~27 percent CO2e reduction against 2015 baseline; 7.1
Slide 23: Alcoa sustainability goals
Alcoa sustainability goals Alcoa strategic long-term sustainability goals, baseline and progress Goal Description 2015 Baseline 2022 Progress Zero fatalities and serious injuries (life-threatening, life-altering injury or 5 fatal or serious 0 fatalities and 1 serious Safety illness) injuries/illness
Slide 24: Forward-Looking Statements
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