Alcoa 2009 Annual Report Download - page 46

As previously reported, on March 6, 2009, the Philadelphia Gas Works Retirement Fund filed a shareholder derivative
suit in the civil division of the Court of Common Pleas of Philadelphia County, Pennsylvania. This action was brought
against certain officers and directors of Alcoa claiming breach of fiduciary duty and other violations and is based on
the allegations made in the previously disclosed civil litigation brought by Aluminium Bahrain B.S.C. (Alba) against
Alcoa, Alcoa World Alumina LLC, Victor Phillip Dahdaleh, and others, and the subsequent investigation of Alcoa by
the DOJ and the SEC with respect to Alba’s claims. This derivative action claims that the defendants caused or failed
to prevent the conduct alleged in the Alba lawsuit. The Alba suit and the corresponding investigation are more fully
described above. On August 7, 2009, the director and officer defendants filed an unopposed motion to coordinate the
case with the Teamsters Local #500 suit, described immediately above, in Allegheny County Common Pleas Court.
The Allegheny County court issued its order consolidating the case on September 18, 2009. This derivative action is in
its preliminary stages and the company is unable to reasonably predict an outcome or to estimate a range of reasonably
possible loss.
As a result of electricity supply issues at Alcoa’s Rockdale, Texas smelter, on July 29, 2008 Alcoa filed a lawsuit in the
20th Judicial District Court of Milam County, Texas, against Luminant Generation Company LLC (Luminant) and
certain of its affiliates and parents. The lawsuit seeks remedies, including actual damages, for improper actions alleged
in the lawsuit to have been caused by the defendants, including the electricity supply problems that led to smelter
curtailment, excess costs charged to Alcoa to install certain environmental control upgrades at the power plant, excess
costs charged to Alcoa due to improperly conducting mining operations at the Three Oaks Mine and alleging that the
defendants had refused to permit Alcoa to exercise its audit rights regarding power plant and mining operations. Alcoa
has amended its complaint several times and on October 22, 2009 filed its Third Amended Petition, naming as
defendants Luminant and eleven affiliated entities. In answer to Alcoa’s Third Amended Petition, on October 30, 2009,
the Luminant defendants filed their Amended Answer and Counterclaim, including counterclaims against Alcoa. Those
counterclaims seek remedies that include actual damages for alleged non-payment of shared costs for the upgrade at
the power plant and for mining operations. Trial in the case is now scheduled for May 2010. The company is unable to
reasonably predict an outcome or to estimate a range of reasonably possible loss.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the company’s security holders during the fourth quarter of 2009.
Item 4A. Executive Officers of the Registrant.
The names, ages, positions and areas of responsibility of the executive officers of the company as of February 18, 2010
are listed below.
William F. Christopher, 55, Executive Vice President – Alcoa and Group President, Engineered Products and
Solutions. In January 2003, Mr. Christopher assumed responsibility for Alcoa’s global automotive market and since
September 2002, has been Group President for Alcoa’s Aerospace and Commercial Transportation Group. He also led
the customer and marketing initiatives for growth for the company until January 2006. In 2001, he assumed
responsibility for the global deployment of the Alcoa Business System and the company’s customer and quality
initiatives. Mr. Christopher was elected a Vice President of Alcoa in 1999 and Executive Vice President in 2001. He
was President of Alcoa Forged Products from 1996 to 2001.
Nicholas J. DeRoma, 63, Executive Vice President, Chief Legal and Compliance Officer. Mr. DeRoma was elected to
his current position effective August 3, 2009 upon joining Alcoa. He was Chief Legal Officer of Nortel Networks
Corporation based in Canada from 2000 until his retirement in September 2005. Before joining Nortel in 1997, he was
employed by International Business Machines Corporation (IBM) from 1972 to 1997, holding a series of increasingly
challenging assignments in Europe, Asia and North America, including serving as Assistant General Counsel of IBM
from 1993 to 1995 and as General Counsel of IBM North America, IBM’s largest business unit, from 1995 to 1997.
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