(dollars in millions, except per-share amounts, average realized prices, and average cost amounts; dry metric tons in millions (mdmt); metric tons in thousands (kmt))



References in this Management's Discussion and Analysis of Financial Condition
and Results of Operations to ParentCo refer to Alcoa Inc., a Pennsylvania
corporation, and its consolidated subsidiaries through October 31, 2016, at
which time it was renamed Arconic Inc. (and has since been subsequently renamed
Howmet Aerospace Inc.). On November 1, 2016 (the Separation Date), ParentCo
separated into two standalone, publicly-traded companies, Alcoa Corporation and
Arconic Inc. (the Separation Transaction). In connection with the Separation
Transaction, as of October 31, 2016, the Company and Arconic Inc. entered into
several agreements to affect the Separation Transaction, including a Separation
and Distribution Agreement and a Tax Matters Agreement. See Overview in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part II Item 7 of Alcoa Corporation's Annual Report on Form 10-K
for the year ended December 31, 2019 for additional information regarding the
Separation Transaction.



Business Update



Coronavirus

In response to the ongoing coronavirus (COVID-19) pandemic, Alcoa continues to
operate with comprehensive measures in place to protect the health of the
Company's workforce, prevent infection in our locations, mitigate impacts, and
safeguard business continuity. As a result of these measures and the aluminum
industry being classified as an essential business, all of Alcoa's bauxite
mines, alumina refineries, and aluminum manufacturing facilities continue to
remain in operation. Each location has implemented extensive preparedness and
response plans which include social distancing protocols and other protective
actions aligned with guidance from the U.S. Centers for Disease Control and
Prevention, the World Health Organization, and all other relevant government
agencies in countries where we operate. These actions remain in effect and
include:



• Adjusted shift schedules and other work patterns to create separation for

the workforce and ensure redundancy for critical resources;

• Developed and implemented additional hygiene protocols and cleaning

routines at each location;

• Deployed communications to our suppliers, vendors, customers, and delivery


       personnel on our comprehensive actions, including health and safety
       protocols;

• Issued global communications to educate and update employees on public


       health practices to mitigate the potential spread of the virus in our
       communities;

• Implemented access restrictions; everyone must be free of the signs and


       symptoms of COVID-19 before entering Alcoa sites;


  • Implemented remote work procedures where practical; and,


  • Eliminated non-essential travel.




The COVID-19 pandemic has resulted in certain negative impacts on the Company's
business, financial condition, operating results, and cash flows. For example,
due to the economic impacts of the COVID-19 pandemic, the restart at the
Bécancour (Canada) smelter had been slowed at the end of the first quarter of
2020 but was safely and successfully completed during the third quarter of 2020.
Additionally, the COVID-19 pandemic has negatively impacted customer demand for
value-add aluminum products as customers have reduced production levels in
response to the economic impacts of the pandemic. This has resulted in lower
margins on aluminum products as sales shift from value-add products to
commodity-grade products. However, during the third quarter of 2020 value-add
sales volume increased 11 percent compared with the second quarter of 2020,
primarily due to increased demand from the automotive sector. Alcoa has
experienced challenges from low metal prices during 2020; however, metal prices
have recently been trending favorably. The Company has not experienced any
significant interruption from its supply sources, and the Company's locations
have had minimal contractor- and employee-related disruptions to date.



The Company continues, through its operations leadership team and global crisis
response team, to ensure that each location's preparedness and response plans
are up to date. The Company could experience negative impacts if there is an
increase in COVID-19 cases.



Alcoa and Alcoa Foundation continue to support the communities near our
operating locations, with special focus on Brazil communities that have been
more adversely affected by the pandemic. Alcoa Foundation has pledged more
than $1 to support COVID-19 relief efforts in the communities where Alcoa
operates through its humanitarian aid program. This is in addition to the
almost $3 the Foundation already committed to grantmaking in communities where
we operate, which is being used to provide needed support such as medical
supplies, equipment, and food.



As the ultimate impact of COVID-19 on the global economy continues to evolve,
the Company is constantly evaluating the broad impact of the pandemic on the
macroeconomic environment, including specific regions and end markets in which
the Company

                                       27

--------------------------------------------------------------------------------
operates. As a result of the pandemic's impact on the macroeconomic environment,
management evaluated the future recoverability of the Company's assets,
including goodwill and long-lived assets, and the realizability of deferred tax
assets while considering the Company's current market capitalization. Management
concluded that no asset impairments and no additional valuation allowances were
required in the third quarter and nine months ended September 30, 2020.



The magnitude and duration of the COVID-19 pandemic is unknown. The pandemic could have adverse future impacts on the Company's business, financial condition, operating results, and cash flows. Specifically, if this global health threat persists, it could adversely affect:

• Global demand for aluminum, negatively impacting our ability to generate


       cash flows from operations;


    •  The liquidity of customers, which could negatively impact the
       collectability of outstanding receivables and our cash flows;

• Commercial sustainability of key vendors within our supply chain which

could result in higher inventory costs and/or inability to fulfill customer

orders;

Alcoa's ability to fund capital expenditures and required maintenance at

our facilities, which could negatively impact our ability to operate,

results of operations, and profitability;

• Global financial and credit markets and our ability to obtain additional

credit or financing upon acceptable terms or at all, which could negatively

affect our liquidity and financial condition;

• The Company's ability to meet covenants in our outstanding debt and credit

facility agreements;

• The financial condition of equity method investments and key joint venture

partners, negatively impacting the results of operations, cash flows, and

recoverability of investment balances;

Alcoa's ability to generate income in certain jurisdictions, negatively


       impacting the realizability of our deferred tax assets;


    •  Investment return on pension assets, declining interest rates, and
       contribution deferrals, resulting in increased required Company

contributions or unfavorable contribution timing, negatively impacting


       future cash flows;


  • The effectiveness of hedging instruments;

• The recoverability of certain long-lived and intangible assets, including

goodwill;

• Legal obligations resulting from employee claims related to health and

safety; and,

• The efficiency of production at our operating locations, negatively


       impacting the results of operations.




The preceding list of potential adverse effects of the COVID-19 pandemic is not
all-inclusive or necessarily in order of importance or magnitude. The potential
impact(s) of the pandemic on the Company's business, financial condition,
operating results, cash flows and/or market capitalization is difficult to
predict and will continue to be monitored in subsequent periods. Further or
prolonged deterioration of adverse conditions could negatively impact our
financial condition and result in asset impairment charges, including long-lived
assets or goodwill, or affect the realizability of deferred tax assets.



In addition to utilizing all preventative and mitigation options available to ensure continuity of operations, the Company has implemented various cash preservation initiatives. These measures include:





  • Reducing non-critical capital expenditures planned for 2020 by $100;

• Deferring non-regulated environmental and asset retirement obligations

payments of $25;

• Deferring approximately $200 in pension contributions from 2020 to January

1, 2021 and deferring employer payroll taxes of approximately $14 into 2021

and 2022 in the U.S., as permitted under the Coronavirus Aid, Relief, and

Economic Security (CARES) Act; and,

• Implementing hiring restrictions outside of critical production roles,

implementing and extending travel restrictions throughout the organization,


       and utilizing other appropriate government support programs to save or
       defer approximately $35.




Strategic Actions

Alcoa continues to progress with its strategic actions to drive lower costs and
sustainable profitability, however, the global effects of the COVID-19 pandemic
may impact the timing of the previously announced strategic actions. In late
2019, Alcoa Corporation announced the following strategic actions:



• The implementation of a new operating model that results in a leaner, more

integrated, operator-centric organization with reduced overhead costs;

• The pursuit of non-core asset sales by early 2021 expected to generate an


       estimated $500 to $1,000 in net proceeds in support of its updated
       strategic priorities; and,

• The realignment of the operating portfolio over the next five years,

placing 1.5 million metric tons of smelting capacity and 4 million metric

tons of alumina refining capacity under review. The review will consider


       opportunities for significant improvement, potential curtailments,
       closures, or divestitures.


                                       28

--------------------------------------------------------------------------------


The new operating model has been implemented and the Company is substantially
complete with the transition of eliminated roles. At September 30, 2020,
approximately 235 of the 260 employees expected to be terminated in connection
with the implementation of the new operating model were separated. In addition
to the employees separated under severance programs, the Company eliminated 60
positions as open roles or retirements were not replaced.



In January 2020, the Company announced the sale of Elemental Environmental
Solutions LLC (EES), a wholly-owned Alcoa subsidiary that operated the waste
processing facility in Gum Springs, Arkansas, to a global environmental firm in
a transaction valued at $250. The transaction closed as of January 31, 2020
whereby the Company received $200 with another $50 held in escrow to be paid to
Alcoa if certain post-closing conditions are satisfied, which would result in an
additional gain being recorded. As a result of the transaction, the Company
recognized a gain of $180 (pre- and after-tax) in the first quarter of 2020.
During the second quarter of 2020, an additional $1 gain was recorded as a
result of certain post-closing adjustments based on the terms of the agreement.



On April 22, 2020, Alcoa announced that it will curtail the remaining 230 kmt of
uncompetitive smelting capacity at its Intalco smelter in Ferndale, Washington
amid declining market conditions. The full curtailment of 279 kmt, which
included 49 kmt of earlier-curtailed capacity, was completed during the third
quarter of 2020. The completion of the curtailment, along with the completed
restart of the Bécancour (Canada) smelter, brings Alcoa's total curtailed
smelting capacity to approximately 830 kmt, or approximately 30%, of its total
global smelting capacity. During the nine-month period of 2020, the Company
recorded restructuring charges of approximately $23 (pre- and after-tax)
associated with the curtailment for employee-related costs and contract
termination costs, which were all cash-based charges. At September 30, 2020,
approximately 590 of the 685 employees had been terminated with the remaining
severance and employee termination costs expected to be paid primarily in the
fourth quarter of 2020.



On October 8, 2020, Alcoa made the decision to curtail the 228 kmt of
uncompetitive annual smelting capacity at the San Ciprián smelter in Spain. The
decision followed a four-month consultation process with the Spanish Works
Council and unsuccessful negotiations during a potential sale process. The
Company expects to record cash-based restructuring charges of approximately $35
to $40 (pre- and after-tax) in the fourth quarter of 2020 associated with the
curtailment, for employee-related costs, which are expected to be paid primarily
in the first half of 2021. The San Ciprián aluminum facility employs
approximately 630 people, and the workforce will be significantly reduced due to
the curtailment. Approximately 100 employees will remain to operate a portion of
the casthouse.



Following Alcoa's announcement to curtail the San Ciprián smelter in Spain, the
workers' representatives filed a lawsuit requesting the court to issue an
injunction ordering Alcoa to cease the curtailment and collective dismissal
actions. The court hearing on the injunction was held on October 28, 2020; Alcoa
expects to receive the court's ruling within five business days after the
conclusion of the hearing. Concurrently, the workers' representatives have
stated publicly that they intend to challenge the collective dismissal process
in a legal proceeding within 20 business days of Company's announced decision.
Alcoa intends to defend its actions. The eventual outcome could impact the
timing and amount of the charges discussed above.



Although the San Ciprián alumina refinery was not included in the formal
consultation process, on October 4, 2020, the labor force at both the refinery
and the aluminum facility initiated a strike which has reduced production and
shipments. The Company does not expect the impact on net income (after-tax and
noncontrolling interest) to exceed $5 to $10 for the fourth quarter of 2020.
However, strike-related delays in shipments could have unfavorable impacts on
the Company's working capital and operating cash flow. Discussions between the
Company and the workers' representatives on minimum services to be provided
during the strike continue.



In December 2019, the Company announced the permanent closure of its alumina
refinery in Point Comfort, Texas as its first action of the multi-year portfolio
review. The site's 2.3 million metric tons of refining capacity had been fully
curtailed since 2016. As a result of the decision to close the refinery, a $274
charge was recorded to Restructuring and other charges, net (see Note D to the
Consolidated Financial Statements in Part II Item 8 of Alcoa Corporation's
Annual Report on Form 10-K for the year ended December 31, 2019).



2020 Programs



In February 2020, Alcoa announced 2020 programs to drive leaner working capital
and improved productivity. First, by utilizing a holistic solution for managing
the supply chain across procurement, operations, and the commercial team, the
Company is targeting a working capital benefit between $75 to $100 during 2020
to improve its operating cash flows. Second, the Company is targeting greater
productivity and lower costs of approximately $100 which will be achieved
through operational efficiency programs and specific initiatives taken
throughout 2020.



                                       29

--------------------------------------------------------------------------------

Liquidity Levers

Through a combination of the COVID-19 response initiatives, the strategic actions, and the 2020 programs discussed above, the Company is targeting approximately $900 in cash improvements during 2020. As of September 30, 2020, the Company is on track to achieve the overall target of the programs.





Additionally, management has taken several measures to improve and maintain
Alcoa's liquidity levers. These include amending the Company's Revolving Credit
Agreement to temporarily provide a more favorable leverage ratio calculation,
permanently adjusting the calculation of Consolidated EBITDA, and temporarily
adjusting for up to the next consecutive three full fiscal quarters the manner
in which Consolidated Cash Interest Expense and Total Indebtedness are
calculated. During the first quarter of 2020, the Company also amended a
three-year revolving credit facility agreement of one of its wholly-owned
subsidiaries secured by certain customer receivables, converting it to a
Receivables Purchase Agreement that provides the option for faster liquidation
of certain customer receivables.



On April 8, 2020, the Company's wholly-owned subsidiary, Alcoa Norway ANS, drew
$100 against its one-year, multicurrency revolving credit facility, and may do
so from time to time in the future, in the ordinary course of business.
Repayment of the drawn amount, including interest accrued at 2.93%, occurred
upon maturity on June 29, 2020. On July 3, 2020, Alcoa Norway ANS amended the
revolving credit facility agreement to align the terms of the agreement with the
amendments to the Revolving Credit Agreement (discussed above). On September 30,
2020, Alcoa Norway ANS entered into an Amendment and Restatement Agreement (the
A&R Agreement) to the multicurrency revolving credit facility agreement. The A&R
Agreement extended the maturity one year from the original maturity date to
October 2, 2021, unless further extended or terminated early in accordance with
the provisions of the A&R Agreement. The A&R Agreement also amended certain
financial ratio covenants, specifying calculations based upon the results of
Alcoa Norway ANS rather than the calculations outlined in the Revolving Credit
Agreement.



In July 2020, ANHBV, a wholly-owned subsidiary of Alcoa Corporation, issued $750
aggregate principal amount of 5.500% Senior Notes due 2027 (the 2027 Notes) in a
private transaction exempt from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act). The net proceeds of this issuance
were approximately $736 reflecting a discount to the initial purchasers of the
2027 Notes as well as issuance costs.



See Credit Facilities under the Liquidity and Capital Resources section of Management's Discussion and Analysis for additional details on the above described liquidity measures.





Section 232 Tariffs



In August 2020, the U.S. government reinstated 10 percent tariffs on certain
aluminum imports from Canada under Section 232 of the Trade Expansion Act of
1962. In September 2020, the U.S. announced that it would not impose this tariff
from September 2020 to December 2020 if total aluminum imports of non-alloyed,
unwrought aluminum from Canada that would be subject to the tariff did not
exceed 105 percent of a government-set volume for any individual month during
the four-month period. The Company has accrued for the tariffs related to
September 2020 unwrought metal shipments from its Canadian smelters into the
U.S, as volumes were expected to exceed 105 percent of the predetermined
threshold for September. (See Aluminum under Segment Information below).



On October 27, 2020, the U.S. government fully reinstated the exemption on
aluminum imports from Canada retroactive to September 1, 2020. Tariffs collected
or accrued since September 1, 2020 are expected to be reimbursed or reversed in
the fourth quarter of 2020.

                                       30

--------------------------------------------------------------------------------



Results of Operations

Selected Financial Data:



                                              Third quarter ended            Nine months ended
                                                 September 30,                 September 30,
                                              2020            2019           2020          2019
Sales                                      $    2,365       $   2,567     $    6,894     $   7,997
Net loss attributable to Alcoa
Corporation                                $      (49 )     $    (221 )   $     (166 )   $    (822 )
Diluted loss per share attributable to
Alcoa

Corporation common shareholders $ (0.26 ) $ (1.19 ) $

    (0.89 )   $   (4.43 )
Third-party shipments of alumina (kmt)          2,549           2,381          7,329         7,009
Third-party shipments of aluminum
products (kmt)                                    767             708          2,281         2,141
Average realized price per metric ton of
alumina                                    $      274       $     324     $      274     $     361
Average realized price per metric ton of
primary aluminum                           $    1,904       $   2,138     $    1,858     $   2,175






Overview-Net loss attributable to Alcoa Corporation was $49 in the third quarter
of 2020 compared with a Net loss attributable to Alcoa Corporation of $221 in
the third quarter of 2019. Net loss attributable to Alcoa Corporation was $166
in the nine-month period of 2020 compared with $822 in the nine-month period of
2019. The improvement in results in the quarterly and nine-month comparable
periods of $172 and $656, respectively, were principally related to:

  • Lower Restructuring and other charges, net;


  • Lower Provision for income taxes;


  • Lower Net income attributable to noncontrolling interest;


  • Lower raw material costs; and,


  • Favorable results from the restart of the Bécancour smelter.

Partially offset by:

• Lower alumina and aluminum prices; and,

• Lower product premiums as a result of reduced demand for value-add aluminum


       products.




Additionally, favorable foreign currency impacts, mainly due to changes in the
Australian dollar and Brazilian real, a gain on the divestiture of a waste
processing facility in Gum Springs, Arkansas, and the avoidance of losses due to
the July 2019 divestiture of two smelters in Spain had favorable impacts on the
comparable 2020 nine-month period.



Sales - Sales declined $202, or 8%, in the third quarter of 2020 compared with
the third quarter of 2019, and $1,103, or 14%, in the nine-month period of 2020
compared with the nine-month period of 2019. The decline in both periods was
principally related to:

  • Lower alumina and aluminum prices;


  • Lower revenue resulting from the curtailment of the Intalco smelter;

• Lower revenue resulting from the divestiture of two Spanish facilities in

July 2019; and,

• Lower product premiums as a result of reduced demand for value-add aluminum


       products.


Partially offset by:

• Higher sales resulting from the restart of the Bécancour smelter in Québec;


       and,


  • Higher alumina shipment volume.




Cost of goods sold- As a percentage of Sales, Cost of goods sold was 86% and 87%
in the third quarter and nine-month period of 2020, respectively, compared with
83% and 81% in the third quarter and nine-month period of 2019, respectively.
The 2020 third quarter and nine-month period percentages were negatively
impacted by lower prices for alumina and aluminum products and lower product
premiums, which were partially offset by favorable changes in raw material
costs, including lower alumina input costs. The nine-month period of 2020 was
also favorably impacted by foreign currency.



Selling, general administrative, and other expenses- Selling, general
administrative, and other expenses decreased by $19, or 29%, in the third
quarter of 2020 compared with the third quarter of 2019, and $67, or 31%, in the
comparable nine-month periods. Both periods were favorably impacted by cost
savings from the new operating model, lower fees for professional services, and
lower travel expenses. The 2019 nine-month period was also unfavorably impacted
by a bad debt reserve recorded against a Canadian customer receivable due to
bankruptcy.



Provision for depreciation, depletion, and amortization- Provision for
depreciation, depletion, and amortization decreased $23, or 13%, and $47, or 9%,
in the third quarter and nine-month period of 2020, respectively, compared with
the corresponding

                                       31

--------------------------------------------------------------------------------
periods of 2019. The decrease in both periods is principally attributed to
favorable foreign exchange impacts from the Brazilian real, the nonrecurrence of
write offs of assets in 2019 for projects no longer being pursued, and changes
in weighted-average useful lives of assets. Additional favorable impacts from
foreign currency occurred during the comparable three-month period related to
the Canadian dollar and the nine-month period related to the Australian dollar.



Restructuring and other charges, net- In the third quarter and nine-month period
of 2020, Alcoa Corporation recorded Restructuring and other charges, net, of $5
and $44, respectively, which were primarily comprised of costs related to:

$4 reversal and $23 charge, respectively, related to the curtailment of

the Intalco (Washington) smelter;

$4 and $17, respectively, for additional contract costs related to the


        curtailed Wenatchee (Washington) smelter; and,


  • $5 (both periods) related to settlements of certain pension benefits.




In the third quarter and nine-month period of 2019, Alcoa Corporation recorded
Restructuring and other charges, net of $185 and $668, respectively, which were
primarily comprised of the following components:

$134 and $242, respectively, for impacts related to the curtailment and

subsequent divestiture of the Avilés and La Coruña Spanish facilities;

$319 (nine-month period only) related to the divestiture of Alcoa
       Corporation's interest in MRC;

$38 (nine-month period only) related to the curtailment of certain pension

benefits; and,

$37 (both periods) related to employee termination and severance costs


       related to the new operating model.



See Note D to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q for additional detail on the above net charges.





Interest expense - Interest expense was $41 in the third quarter of 2020
compared with $30 in the third quarter of 2019, and $103 in the 2020 nine-month
period compared with $90 in the 2019 nine-month period. The increase in both
periods relates to the issuance of $750 aggregate principal amount of 2027 Notes
by ANHBV in July 2020.



Other expenses (income), net- Other expenses (income), net was $45 in the third
quarter of 2020 compared with $27 in the third quarter of 2019, and ($36) in the
2020 nine-month period compared with $118 in the 2019 nine-month period. The
increase in expense of $18 in the third quarter of 2020 was largely attributable
to unfavorable changes in Alcoa Corporation's share of equity method investment
results and net losses on asset sales, partially offset by favorable changes in
foreign currency impacts. The favorable change of $154 in the comparable
nine-month period was primarily attributable to the gain on divestiture of a
waste processing facility in Gum Springs, Arkansas recorded in 2020, partially
offset by higher net losses on mark-to-market derivative instruments, and
unfavorable changes in Alcoa's share of equity method investment results.



Noncontrolling interest- Net income attributable to noncontrolling interest was
$29 and $135 in the third quarter and nine-month period of 2020, respectively,
compared with $74 and $324 in the third quarter and nine-month period of 2019,
respectively. These amounts are entirely related to Alumina Limited's 40%
ownership interest in several affiliated operating entities. See Note A to the
Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.



In the third quarter and nine-month periods of 2020 these combined entities,
particularly the Alumina segment entities, generated lower net income compared
with the third quarter and nine-month periods of 2019. The unfavorable change in
earnings was mainly driven by lower alumina prices partially offset by higher
alumina shipments (see Alumina under Segment Information below).

                                       32

--------------------------------------------------------------------------------


Segment Information

Bauxite



                                                 Third quarter ended             Nine months ended
                                                    September 30,                  September 30,
                                                2020             2019           2020            2019
Production (mdmt)                                  12.0             12.1           35.8            35.3
Third-party shipments (mdmt)                        1.6              2.0            4.6             4.7
Intersegment shipments (mdmt)                      10.5             10.6           31.8            31.1
Total shipments (mdmt)                             12.1             12.6           36.4            35.8
Third-party sales                            $       56       $      100     $      193       $     232
Intersegment sales                                  236              251            716             733
Total sales                                  $      292       $      351     $      909       $     965
Segment Adjusted EBITDA                      $      124       $      134     $      375       $     372
Operating costs                              $      196       $      242     $      618       $     657
Average cost per dry metric ton of bauxite   $       16       $       19     $       17       $      18




Production in the above table can vary from Total shipments due primarily to
differences between the equity allocation of production and off-take agreements
with the respective equity investment. Operating costs in the table above
includes all production-related costs: conversion costs, such as labor,
materials, and utilities; depreciation, depletion, and amortization; and plant
administrative expenses.



Bauxite production decreased 1% and increased 1% in the third quarter and
nine-month period of 2020, respectively, compared with the corresponding periods
of 2019. In the third quarter of 2020, the slight decrease is primarily due to
the Juruti (Brazil) mine. The Bauxite segment achieved a year to date production
record for the nine-month period of 2020 primarily attributable to the Boké
(Guinea), Willowdale (Australia), and Juruti (Brazil) mines.



Third-party sales for the Bauxite segment decreased 44% and 17% in the third
quarter and nine-month period of 2020, respectively, compared with the
corresponding periods of 2019. The decrease in both periods was mainly driven by
a lower average realized price, primarily due to freight, and a decrease in
shipments.



Intersegment sales decreased 6% and 2% in the third quarter and nine-month
period of 2020, respectively, compared with the corresponding periods of 2019,
primarily due to a lower average realized price on intersegment sales for both
periods. Higher shipments caused by increased demand from the Alumina segment
partially offset the lower average realized price for the comparable nine-month
period.



Segment Adjusted EBITDA decreased $10 and increased $3 in the third quarter and
nine-month period of 2020, respectively, compared with the corresponding periods
of 2019. Both periods were unfavorably impacted by a lower average realized
price on intersegment sales, partially offset by favorable foreign currency
movements primarily from the Brazilian real. The nine-month period of 2020 was
also favorably impacted by increased intersegment shipments compared with the
corresponding period of 2019.



For the fourth quarter of 2020 in comparison with the fourth quarter of 2019, a lower average realized price for intersegment sales is expected.


                                       33

--------------------------------------------------------------------------------


Alumina



                                              Third quarter ended            Nine months ended
                                                 September 30,                 September 30,
                                              2020            2019           2020          2019
Production (kmt)                                3,435           3,380         10,104         9,929
Third-party shipments (kmt)                     2,549           2,381          7,329         7,009
Intersegment shipments (kmt)                    1,135           1,049          3,197         3,091
Total shipments (kmt)                           3,684           3,430         10,526        10,100
Third-party sales                                 697       $     771          2,007     $   2,532
Intersegment sales                                329             369            954         1,231
Total sales                                $    1,026       $   1,140     $    2,961     $   3,763
Segment Adjusted EBITDA                    $      119       $     223     $      400     $     964
Average realized third-party price per
metric ton of alumina                      $      274       $     324     $      274     $     361
Operating costs                            $      906       $     902     $    2,538     $   2,750
Average cost per metric ton of alumina     $      246       $     263     $      241     $     272




Total shipments include metric tons that were not produced by the Alumina
segment. Such alumina was purchased to satisfy certain customer commitments. The
Alumina segment bears the risk of loss of the purchased alumina until control of
the product has been transferred to this segment's customer. Additionally,
operating costs in the table above includes all production-related costs: raw
materials consumed; conversion costs, such as labor, materials, and utilities;
depreciation and amortization; and plant administrative expenses.



On October 4, 2020, the labor force at both the refinery and the aluminum
facility at San Ciprián (Spain) initiated a strike which has reduced production
and shipments. Discussions between the Company and the workers' representatives
continue and the ultimate outcome is unknown.



At September 30, 2020, the Alumina segment had base capacity of 12,759 kmt with
214 kmt of curtailed refining capacity compared with a base capacity of 15,064
kmt and curtailed refining capacity of 2,519 kmt at September 30, 2019. The
decrease in base and curtailed capacity was due to the permanent closure of the
previously curtailed Point Comfort (Texas) alumina refinery.



Alumina production increased by 2% in both the third quarter and nine-month
period of 2020 compared with the corresponding periods of 2019. Both increases
were principally due to operating efficiencies obtained across the refining
system. During the third quarter of 2020, the Alumina segment achieved a record
quarterly production rate (tonnes per day), an increase from record last set
during the second quarter of 2020.



Third-party sales for the Alumina segment decreased 10% and 21% in the third
quarter and nine-month period of 2020, respectively, compared with the
corresponding periods in 2019. The decrease in both periods was primarily due to
a decline in average realized price which was principally driven by a lower
average alumina index price (on 30-day lag). Both price decreases were partially
offset by an increase in shipments. Third-party shipments increased 7% and 5% in
the third quarter and nine-month period of 2020, respectively, compared with the
corresponding periods in 2019.



Intersegment sales declined 11% and 23% in the third quarter and nine-month
period of 2020, respectively, compared with the corresponding periods in 2019.
The decrease in both periods was due to a lower average realized price partially
offset by increased demand from the Aluminum segment. The increased demand from
the Aluminum segment was primarily driven by the restart at the Bécancour
(Canada) smelter partially offset by the curtailment of the Intalco smelter (see
Aluminum below).



Segment Adjusted EBITDA decreased $104 and $564 in the third quarter and
nine-month period of 2020 compared with the corresponding periods of 2019. The
decline in both periods was primarily attributable to the decline in average
realized price of alumina and higher energy costs in Australia, partially offset
by lower costs for bauxite and caustic soda, as well as increased total
shipments. The 2020 nine-month period was also favorably impacted by foreign
currency movements due to a stronger U.S. dollar (particularly against the
Australian dollar and Brazilian real).



For the fourth quarter of 2020 in comparison with the fourth quarter of 2019,
lower costs for both bauxite and caustic soda partially offset by higher energy
costs, primarily natural gas costs in Australia, are expected. Additionally,
although the ultimate impact is currently unknown, the strike at the San Ciprián
(Spain) alumina refinery may negatively affect the segment's operating and
financial results.



                                       34

--------------------------------------------------------------------------------


Aluminum



                                              Third quarter ended            Nine months ended
                                                 September 30,                 September 30,
Total Aluminum information                    2020            2019           2020          2019
Third-party aluminum shipments (kmt)              767             708          2,281         2,141
Third-party sales                          $    1,607       $   1,677     $    4,680     $   5,169
Intersegment sales                                  2               4              7            11
Total sales                                $    1,609       $   1,681     $    4,687     $   5,180
Segment Adjusted EBITDA                    $      116       $      43     $      144     $     (50 )

Primary aluminum information                  2020            2019           2020          2019
Production (kmt)                                  559             530          1,704         1,600
Third-party shipments (kmt)                       688             627          2,050         1,893
Third-party sales                          $    1,311       $   1,341     $    3,810     $   4,117
Average realized third-party price per
metric ton                                 $    1,904       $   2,138     $    1,858     $   2,175
Total shipments (kmt)                             708             651          2,101         1,946
Operating costs                            $    1,308       $   1,425     $    3,941     $   4,505
Average cost per metric ton                $    1,847       $   2,189     $    1,875     $   2,315




Total aluminum third-party shipments and total primary aluminum shipments
include metric tons that were not produced by the Aluminum segment. Such
aluminum was purchased by this segment to satisfy certain customer commitments.
The Aluminum segment bears the risk of loss of the purchased aluminum until
control of the product has been transferred to this segment's customer. Total
aluminum information includes flat-rolled aluminum while Primary aluminum
information does not. Operating costs includes all production-related costs: raw
materials consumed; conversion costs, such as labor, materials, and utilities;
depreciation and amortization; and plant administrative expenses.



The average realized third-party price per metric ton of primary aluminum
includes three elements: a) the underlying base metal component, based on quoted
prices from the LME; b) the regional premium, which represents the incremental
price over the base LME component that is associated with the physical delivery
of metal to a particular region (e.g., the Midwest premium for metal sold in the
United States); and c) the product premium, which represents the incremental
price for receiving physical metal in a particular shape (e.g., billet, slab,
rod, etc.) or alloy.


The following table provides annual consolidated base and idle capacity (each in kmt) for each smelter owned by Alcoa Corporation:





                                      September 30, 2020                        September 30, 2019
Facility         Country      Base Capacity         Idle Capacity       Base Capacity         Idle Capacity       Base Change       Idle Change
Portland (1)     Australia               197                    30                 197                    30                 -                 -
São Luís
(Alumar) (1)     Brazil                  268                   268                 268                   268                 -                 -
Baie Comeau      Canada                  280                     -                 280                     -                 -                 -
Bécancour (1)    Canada                  310                     -                 310                   259                 -              (259 )
Deschambault     Canada                  260                     -                 260                     -                 -                 -
Fjarðaál         Iceland                 344                     -                 344                     -                 -                 -
Lista            Norway                   94                     -                  94                     -                 -                 -
Mosjøen          Norway                  188                     -                 188                     -                 -                 -
San Ciprián
(2)              Spain                   228                     -                 228                     -                 -                 -
Intalco (3)      U.S.                    279                   279                 279                    49                 -               230
Massena West     U.S.                    130                     -                 130                     -                 -                 -
Warrick          U.S.                    269                   108                 269                   108                 -                 -
Wenatchee        U.S.                    146                   146                 146                   146                 -                 -
                                       2,993                   831               2,993                   860                 -               (29 )



(1) These figures represent Alcoa Corporation's share of the facility capacity


     based on its ownership interest in the respective smelter.


(2)  On October 8, 2020, Alcoa made the decision to curtail the 228 kmt of

uncompetitive annual smelting capacity at the San Ciprián smelter in Spain.


     The smelter is expected to be fully curtailed during the first quarter of
     2021.


                                       35

--------------------------------------------------------------------------------

(3) On April 22, 2020, Alcoa announced the curtailment of the remaining 230 kmt

of smelting capacity at the Intalco smelter. The full curtailment of 279

kmt, which includes 49 kmt of earlier-curtailed capacity, was completed


     during the third quarter of 2020.




Idle capacity at the Bécancour (Canada) smelter decreased by 259 kmt from the
third quarter 2019 to the third quarter 2020 as a result of the restart process.
Due to the economic impacts of the COVID-19 pandemic, the restart at the
Bécancour smelter had been slowed. The restart, which was originally expected to
be complete by the end of the second quarter of 2020, was completed during the
third quarter of 2020.



Idle capacity at the Intalco (Washington) smelter increased by 230 kmt from the
third quarter of 2019 to the third quarter of 2020 as a result of the
curtailment process, which was announced April 22, 2020 and completed during the
third quarter of 2020. The Intalco smelter is now fully curtailed.



On October 4, 2020, the labor force at both the refinery and the aluminum
facility at San Ciprián (Spain) initiated a strike which has reduced shipments.
Discussions between the Company and the workers' representatives continue and
the ultimate outcome is unknown.



Primary aluminum production increased 5% and 7% in the third quarter and the
nine-month period of 2020, respectively, compared with the corresponding periods
in 2019, principally due to the Bécancour smelter restart partially offset by
the Intalco smelter curtailment discussed above.



Third-party sales for the Aluminum segment decreased 4% and 9% in the third
quarter and nine-month period of 2020, respectively, compared with the
corresponding periods in 2019, primarily due to a reduction in realized metal
prices. The change in average realized price of primary aluminum was mainly
driven by a 5% and 10% lower average LME price (on 15-day lag) for the
comparable third quarter and nine-month periods, respectively, combined with
decreases in regional and product premiums for both comparable periods. The
reduction in product premiums was due to reduced demand for value-add aluminum
products. The unfavorable impact of lower metal prices and product premiums was
partially offset by an increase in sales volume driven primarily from the
restart of the Bécancour smelter, which exceeded the volume decrease from the
Intalco curtailment, in both comparable periods.



Segment Adjusted EBITDA increased $73 and $194 in the third quarter and
nine-month period of 2020, respectively, compared with the corresponding periods
in 2019. The increase for both periods is mainly the result of lower alumina,
carbon, and energy costs outweighing the negative impact from lower metal prices
and unfavorable mix of value-add products. Additionally, the combined impact
from the divestiture of the Avilés and La Coruña facilities in the third quarter
of 2019, the restart of the Bécancour smelter, and the curtailment of the
Intalco smelter had favorable Adjusted EBITDA impacts in both comparable
periods. Adjusted EBITDA for the nine-month period of 2020 also increased due to
favorable foreign currency impacts and the non-recurrence of a bad debt reserve
recorded in 2019 against a Canadian customer receivable due to bankruptcy.



Additionally, expenses related to the Section 232 tariffs recorded in both the
third quarter and nine-month period of 2020 were $7, compared with $0 and $26 in
third quarter and nine-month period of 2019, respectively. Tariff rebates
recorded in nine-month periods of 2020 and 2019 were $5 and $2, respectively.



For the fourth quarter of 2020 compared with the fourth quarter of 2019, lower
alumina costs and favorable impacts from the Bécancour smelter restart and
Intalco smelter curtailment are expected to be partially offset by unfavorable
energy prices. Additionally, although the ultimate impact is currently unknown,
the strike at the San Ciprián (Spain) aluminum facility may negatively affect
the segment's operating and financial results.

                                       36

--------------------------------------------------------------------------------

Reconciliation of Certain Segment Information

Reconciliation of Total Segment Third-Party Sales to Consolidated Sales





                                    Third quarter ended          Nine months ended
                                       September 30,               September 30,
                                     2020           2019          2020         2019
Bauxite                           $       56       $   100     $      193     $   232
Alumina                                  697           771          2,007       2,532
Aluminum:
Primary aluminum                       1,311         1,341          3,810       4,117
Other(1)                                 296           336            870       1,052

Total segment third-party sales 2,360 2,548 6,880


    7,933
Other                                      5            19             14          64
Consolidated sales                $    2,365       $ 2,567     $    6,894     $ 7,997

(1) Other includes third-party sales of flat-rolled aluminum and energy, as well

as realized gains and losses related to embedded derivative instruments


     designated as cash flow hedges of forward sales of aluminum.




Reconciliation of Total Segment Operating Costs to Consolidated Cost of Goods
Sold



                                              Third quarter ended            Nine months ended
                                                 September 30,                 September 30,
                                              2020            2019           2020          2019
Bauxite                                    $      196       $     242     $      618     $     657
Alumina                                           906             902          2,538         2,750
Primary aluminum                                1,308           1,425          3,941         4,505
Other(1)                                          285             333            911         1,060
Total segment operating costs                   2,695           2,902          8,008         8,972
Eliminations(2)                                  (532 )          (649 )       (1,664 )      (2,035 )
Provision for depreciation, depletion,
amortization(3)                                  (154 )          (177 )         (463 )        (507 )
Other(4)                                           29              44            114            59
Consolidated cost of goods sold            $    2,038       $   2,120     $    5,995     $   6,489

(1) Other largely relates to the Aluminum segment's flat-rolled aluminum product

division.

(2) This line item represents the elimination of cost of goods sold related to


     intersegment sales between Bauxite and Alumina and between Alumina and
     Aluminum.

(3) Depreciation, depletion, and amortization is included in the operating costs

used to calculate average cost for each of the bauxite, alumina, and primary

aluminum product divisions (see Bauxite, Alumina, and Aluminum above).

However, for financial reporting purposes, depreciation, depletion, and

amortization is presented as a separate line item on Alcoa Corporation's

Statement of Consolidated Operations.

(4) Other includes costs related to Transformation and certain other items that

impact Cost of goods sold on Alcoa Corporation's Statement of Consolidated

Operations that are not included in the operating costs of segments (see

footnotes 1 and 3 in the Reconciliation of Total Segment Adjusted EBITDA to


     Consolidated Net Loss Attributable to Alcoa Corporation below).


                                       37

--------------------------------------------------------------------------------

Reconciliation of Total Segment Adjusted EBITDA to Consolidated Net Loss Attributable to Alcoa Corporation





                                               Third quarter ended             Nine months ended
                                                  September 30,                  September 30,
                                              2020             2019           2020           2019
Total Segment Adjusted EBITDA              $      359       $      400     $      919      $   1,286
Unallocated amounts:
Transformation(1)                                 (11 )             (6 )          (37 )           (1 )
Intersegment eliminations                         (35 )             25            (13 )          110
Corporate expenses(2)                             (24 )            (27 )          (72 )          (79 )
Provision for depreciation, depletion,
and amortization                                 (161 )           (184 )         (483 )         (530 )
Restructuring and other charges, net               (5 )           (185 )          (44 )         (668 )
Interest expense                                  (41 )            (30 )         (103 )          (90 )
Other (expenses) income, net                      (45 )            (27 )           36           (118 )
Other(3)                                          (15 )            (18 )          (67 )          (47 )
Consolidated income (loss) before income
taxes                                              22              (52 )          136           (137 )
Provision for income taxes                        (42 )            (95 )         (167 )         (361 )
Net income attributable to
noncontrolling interest                           (29 )            (74 )         (135 )         (324 )
Consolidated net loss attributable to
Alcoa Corporation                          $      (49 )     $     (221 )   $     (166 )    $    (822 )




(1)  Transformation includes, among other items, the Adjusted EBITDA of
     previously closed operations.

(2) Corporate expenses are composed of general administrative and other expenses

of operating the corporate headquarters and other global administrative

facilities, as well as research and development expenses of the corporate

technical center.

(3) Other includes certain items that impact Cost of goods sold and Selling,

general administrative, and other expenses on Alcoa Corporation's Statement

of Consolidated Operations that are not included in the Adjusted EBITDA of


     the reportable segments.




Environmental Matters

See the Environmental Matters section of Note P to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.

Liquidity and Capital Resources



Changes in market conditions caused by the COVID-19 pandemic could have adverse
effects on Alcoa's ability to obtain additional financing and cost of borrowing.
Inability to generate sufficient earnings could impact the Company's ability to
meet the financial covenants in our outstanding debt and revolving credit
facility agreements and limit our ability to access these sources of liquidity
or refinance or renegotiate our outstanding debt or credit agreements on terms
acceptable to the Company. Additionally, the impact on market conditions from
the COVID-19 pandemic could adversely affect the liquidity of Alcoa's customers,
suppliers, and joint venture partners and equity method investments, which could
negatively impact the collectability of outstanding receivables and our cash
flows. In addition to utilizing all preventative and mitigation options
available to ensure continuity of operations during the COVID-19 pandemic, the
Company has implemented various cash preservation initiatives. These measures
include:



  • Reducing non-critical capital expenditures planned for 2020 by $100;

• Deferring non-regulated environmental and asset retirement obligations

payments of $25;

• Deferring approximately $200 in pension contributions from 2020 to January


       1, 2021 and employer payroll taxes of approximately $14 million into 2021
       and 2022 in the U.S., as permitted under the CARES Act; and,

• Implementing hiring restrictions outside of critical production roles,

implementing and extending travel restrictions throughout the organization,


       and utilizing other appropriate government support programs to save or
       defer approximately $35.




The Company's liquidity options discussed below, including the credit facilities
and the Receivables Purchase Agreement, provide flexibility in managing cash
flows. Management believes that the Company's cash on hand, future operating
cash flows, and liquidity options, combined with its strategic actions and cash
preservation initiatives, are adequate to fund its near term operating and
investing needs.



Alcoa Corporation's cost of borrowing and ability to access the capital markets
are affected not only by market conditions but also by the short- and long-term
debt ratings assigned to Alcoa Corporation's debt by the major credit rating
agencies.



On April 9, 2020, Moody's Investor Service (Moody's) affirmed a Ba1 rating of
Alcoa's long-term debt. Additionally, Moody's affirmed the current outlook as
stable. On July 7, Moody's reaffirmed the Ba1 rating of Alcoa's long-term debt
as well as the stable outlook.



                                       38

--------------------------------------------------------------------------------
On April 29, 2020, Fitch Ratings (Fitch) affirmed a BB+ rating for Alcoa
Corporation's long-term debt. Additionally, Fitch affirmed the current outlook
as stable. On July 7, Fitch reaffirmed the BB+ rating of Alcoa's long-term debt
as well as the stable outlook.



On June 26, 2020 Standard and Poor's Global Ratings (S&P) affirmed the BB+ rating of Alcoa's long-term debt and revised the outlook to negative.





Cash from Operations



Cash provided from operations was $356 in the 2020 nine-month period compared
with $424 for the same period of 2019, resulting in a decrease in cash provided
of $68. Notable changes to sources and (uses) of cash include:



$121 in certain working capital accounts (receivables, inventories, and


       accounts payable, trade);


  • ($50) due to timing of the collection of value added tax receivables;

• ($74) included as a change in Other noncurrent assets related to a tax

payment on the AofA tax matter (see below);

$153 included as a change in Other noncurrent liabilities related to the

application of interest deductions in 2020 related to the AofA tax matter

(see below);

• ($19) from changes in accrued expenses caused primarily by the unfavorable

timing of customer advances, employee compensation payments, and the 2020

recognition of the state grant revenue at the Portland (Australia) facility

relieving the previous deferred credit recorded during the 2019 nine-month

period, partially offset by favorable timing of restructuring related

payments and other postretirement benefit payments; and,

$439 relating to changes in taxes, including income taxes. The source of

cash includes changes related to lower tax payments made in the 2020

nine-month period compared with the 2019 nine-month period, primarily

payments on income taxes, and changes in the underlying tax accounts.

The remaining change in Cash provided from operations is primarily attributable to the changes in related Statement of Consolidated Operations amounts.





In the third quarter of 2020, AofA paid approximately $74 (A$107) to the ATO
related to the tax dispute described in Note P to the Consolidated Financial
Statements in Part I Item I of this Form 10-Q. Upon payment, AofA recorded a
noncurrent prepaid tax asset, as the Company continues to believe it is more
likely than not that AofA's tax position will be sustained and therefore is not
recognizing any tax expense in relation to this matter. In accordance with
Australian tax laws, the initial interest assessment and additional interest are
deductible against AofA's 2020 taxable income resulting in approximately $156
(A$219) lower cash tax payments in the second half of 2020. Interest compounded
in future years is also deductible against AofA's income in the respective
periods. If AofA is ultimately successful, the interest deduction would become
taxable as income in the year the dispute is resolved. In addition, should the
ATO decide in the interim to reduce any interest already assessed, the reduction
would be taxable as income at that point in time. During 2020, AofA will
continue to record its tax provision and tax liability without effect of the ATO
assessment, since it expects to prevail. The 2020 tax payable will remain on
AofA's balance sheet as a noncurrent liability, increased by the tax effect of
subsequent periods' interest deductions, until dispute resolution, which is
expected to take several years. At September 30, 2020, the noncurrent liability
resulting from the cumulative interest deductions was approximately $153
(A$215).



Financing Activities



Cash provided from financing activities was $577 in the 2020 nine-month period
compared with cash used for financing activities of $351 in the 2019 nine-month
period, resulting in a favorable change of $928.



The source of cash in the 2020 nine-month period was primarily due to the
issuance of $750 aggregate principal amount of 2027 Notes by ANHBV in July 2020
resulting in net proceeds of $736. The net proceeds were partially offset by
$128 in net cash paid to Alumina Limited (see Noncontrolling interest in Results
of Operations above) and $30 in financial contributions related to the divested
Spanish facilities.



The use of cash in the 2019 nine-month period was primarily the result of $347
in net cash paid to Alumina Limited (see Noncontrolling interest in Results of
Operations above).



Credit Facilities



The Revolving Credit Facility provides a $1,500 senior secured revolving credit
facility to be used for working capital and/or other general corporate purposes
of Alcoa Corporation and its subsidiaries. The Revolving Credit Agreement
includes a number of covenants, including financial covenants, that require
maintenance of a specified interest expense coverage ratio and a leverage ratio.
The leverage ratio compares total indebtedness to a calculated earnings metric
as defined in the credit facility agreement to determine

                                       39

--------------------------------------------------------------------------------

compliance with the financial covenant. The leverage ratio calculation also determines the maximum indebtedness the Company can have based on the defined earnings metric.





On April 21, 2020, the Company and ANHBV entered into Amendment No. 2 to the
Revolving Credit Agreement that temporarily adjusts the Leverage Ratio
requirement to 3.00 to 1.00 from 2.50 to 1.00 for the next four consecutive
fiscal quarters, beginning in the second quarter of 2020 (the Amendment Period).
The Leverage Ratio requirement will return to 2.50 to 1.00 starting in the
second quarter of 2021. The temporary revision positively impacts the maximum
indebtedness calculation for the Company during the Amendment Period.
Additionally, during the Amendment Period, the Company, ANHBV, and any
restricted subsidiaries will be restricted from making certain restricted
payments or incurring incremental secured loans under the Revolving Credit
Agreement.



On June 24, 2020, the Company and ANHBV entered into Amendment No. 3 to the
Revolving Credit Agreement that (i) permanently adjusts the calculation of
Consolidated EBITDA as defined in the Revolving Credit Agreement by allowing the
add back of certain additional non-cash costs and (ii) temporarily adjusts, for
the remaining fiscal quarters in 2020, the manner in which Consolidated Cash
Interest Expense and Total Indebtedness (each as defined in the Revolving Credit
Agreement) are calculated with respect to certain senior notes issuances during
the fiscal year ending December 31, 2020, inclusive of the July 2020 issuance
described below.



ANHBV has the option to extend the periods under Amendment No. 3 to apply to
either or both fiscal quarters ending March 31, 2021 and June 30, 2021. However,
doing so would also reduce the borrowing availability under the Revolving Credit
Facility during the respective fiscal quarters by one-third of the net proceeds
of such note issuances during the fiscal year ending December 31, 2020. If ANHBV
extends the temporary amendments, the 2027 Notes issued in July 2020 would
reduce the aggregate amount of commitments under the Revolving Credit Facility
by approximately $245 during the applicable fiscal quarters.



At September 30, 2020, the maximum additional borrowing capacity available to
the Company to remain in compliance with the Leverage Ratio financial covenant
was approximately $1,230. The aggregate amount of commitments under the
Revolving Credit Facility remains at $1,500, which the Company still has the
ability to access through a combination of the borrowing capacity and issuances
of letters of credit. As of September 30, 2020, Alcoa Corporation was in
compliance with all covenants. There were no borrowings outstanding at September
30, 2020, and there were no amounts borrowed during the nine-month period of
2020 related to this facility.



On October 2, 2019, Alcoa Norway ANS, a wholly-owned subsidiary of Alcoa
Corporation, entered into a one-year, multicurrency revolving credit facility
agreement for NOK 1.3 billion (approximately $137) which is fully and
unconditionally guaranteed on an unsecured basis by Alcoa Corporation. On April
8, 2020, Alcoa Norway ANS drew $100 against this facility, and may do so from
time to time in the future, in the ordinary course of business. Repayment of the
drawn amount, including interest accrued at 2.93%, occurred upon maturity on
June 29, 2020. On July 3, 2020, Alcoa Norway ANS amended the revolving credit
facility agreement to align the terms of the agreement with Amendment No. 2 and
Amendment No. 3 of the Revolving Credit Agreement discussed above.



On September 30, 2020, Alcoa Norway ANS entered into the A&R Agreement to the
multicurrency revolving credit facility agreement. The A&R Agreement extended
the maturity one year from the original maturity date to October 2, 2021, unless
further extended or terminated early in accordance with the provisions of the
A&R Agreement. The A&R Agreement also amended certain financial ratio covenants,
specifying calculations based upon the results of Alcoa Norway ANS rather than
the calculations outlined in the Revolving Credit Agreement. As of September 30,
2020, Alcoa Norway ANS was in compliance with all such covenants. At September
30, 2020, there were no amounts outstanding against this facility.



On October 25, 2019, a wholly-owned subsidiary of the Company entered into a
$120 three-year revolving credit facility agreement secured by certain customer
receivables. On April 20, 2020, the Company amended this agreement converting it
to a Receivables Purchase Agreement to sell up to $120 of the receivables
previously secured by the credit facility without recourse on a revolving basis.
The unsold portion of specified receivable pool will be pledged as collateral to
the purchasing bank to secure the sold receivables. During both the third
quarter and nine-month period of 2020, no receivables were sold under this
agreement.



Alcoa's maximum additional borrowing capacity discussed above can be used
through any combination of Alcoa's two credit facilities or through additional
indebtedness. The Company may draw on these facilities periodically to ensure
working capital needs are met. See Note K to the Consolidated Financial
Statements in this Form 10-Q and Note L to the Consolidated Financial Statements
in Part II Item 8 of the 2019 Annual Report on Form 10-K for additional
information related to Alcoa's credit facilities.



In July 2020, ANHBV, a wholly-owned subsidiary of Alcoa Corporation, issued $750
aggregate principal amount of 2027 Notes in a private transaction exempt from
the registration requirements of the Securities Act. The net proceeds of this
issuance were approximately $736 reflecting a discount to the initial purchasers
of the 2027 Notes as well as issuance costs. The Company intends to

                                       40

--------------------------------------------------------------------------------
use the net proceeds for general corporate purposes, including adding cash to
its balance sheet. The discount to the initial purchasers, as well as costs to
complete the financing, was deferred and is being amortized to interest expense
over the term of the 2027 Notes. Interest on the 2027 Notes is paid
semi-annually in June and December, and will commence December 15, 2020.



Investing Activities


Cash used for investing activities was $50 in the 2020 nine-month period compared with $334 in the 2019 nine-month period, resulting in a favorable change in $284.





In the 2020 nine-month period, the use of cash was primarily attributable to
capital expenditures of $242, composed of $208 in sustaining projects and $34 in
return-seeking projects, partially offset by proceeds from the sale of assets of
$198, primarily from the Gum Springs waste treatment facility.



In the 2019 nine-month period, the use of cash was largely attributable to $245
in capital expenditures, composed of $181 in sustaining projects and $64 in
return-seeking projects, and additions to investments of $112, partially offset
by proceeds from the sale of assets of $23.



Contractual Obligations



As permitted under the CARES Act, the Company is deferring approximately $200 of
pension contributions, primarily for the U.S. plans, from 2020 to January 1,
2021. As a result, as of September 30, 2020, Alcoa's minimum required
contribution to defined benefit pension plans in 2020 is now estimated to be
approximately $95, of which approximately $49 and $34 was contributed to U.S.
and non-U.S. plans, respectively, during the 2020 nine-month period. Alcoa's
estimated minimum required contribution to defined benefit pension plans in 2021
is now estimated to be approximately $490. Under ERISA regulations, a plan
sponsor that establishes a pre-funding balance by making discretionary
contributions to a U.S. defined benefit pension plan may elect to apply all or a
portion of this balance toward its minimum required contribution obligations to
the related plan in future years. In 2021, management will consider making such
election related to the Company's U.S. plans. Management expects to have
approximately $380 of pre-funding balance available to apply against the 2021
minimum required contributions, subject to change based on the year-end
valuation.



In July 2020, ANHBV, a wholly-owned subsidiary of Alcoa Corporation, issued $750
aggregate principal amount of 2027 Notes in a private transaction exempt from
the registration requirements of the Securities Act. As a result, as of
September 30, 2020, Alcoa's Interest related to total debt is expected to be
$136 for 2020, $317 for the 2021-2022 period, $315 for the 2023-2024 period, and
$301 thereafter for a combined total of $1,069. Further, contractual obligations
related to Total debt after the July 2020 issuance is expected to be $1 for
2020, $80 for the 2021-2022 period, $752 for the 2023-2024 period, and $1,751
thereafter for a combined total of $2,584.



Recently Adopted and Recently Issued Accounting Guidance

See Note B to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.

Dissemination of Company Information

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


                                       41

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses