Alcoa 2013 Annual Report Download - page 130

than 60 days, prior notice to the holders of the Bonds at a redemption price equal to 100% of the principal amount
thereof, without premium, plus accrued interest, if any, to the redemption date. The loan agreement ranks pari passu
with Alcoa’s other unsecured senior unsubordinated indebtedness.
In February 2011, Alcoa filed an automatic shelf registration statement with the Securities and Exchange Commission
for an indeterminate amount of securities for future issuance. This shelf registration statement replaced Alcoa’s
existing shelf registration statement (filed in March 2008). As of December 31, 2013 and 2012, $1,250 in senior debt
securities were issued under the current shelf registration statement.
BNDES Loans—Prior to 2012, Alcoa Alumínio (Alumínio) finalized certain documents related to a loan agreement
with Brazil’s National Bank for Economic and Social Development (BNDES). This loan agreement provides for a
commitment of $397 (R$687), which is divided into three subloans, and was used to pay for certain expenditures of the
Estreito hydroelectric power project. Interest on the three subloans is a Brazil real rate of interest equal to BNDES’
long-term interest rate, 5.00% as of December 31, 2013 and 2012, plus a weighted-average margin of 1.48%. Principal
and interest are payable monthly, which began in October 2011 and end in September 2029 for two of the subloans
totaling R$667 and began in July 2012 and end in June 2018 for the subloan of R$20. This loan may be repaid early
without penalty with the approval of BNDES.
As of December 31, 2013 and 2012, Alumínio’s outstanding borrowings were $254 (R$599) and $311 (R$637),
respectively, and the weighted-average interest rate was 6.49%. During 2013 and 2012, Alumínio repaid $22 (R$47)
and $20 (R$38), respectively, of outstanding borrowings. Additionally, Alumínio borrowed $1 (R$2) and $7 (R$13),
under the loan in 2013 and 2012, respectively.
In December 2012, Alumínio finalized certain documents related to another loan agreement with BNDES. This loan
agreement provides for a commitment of $85 (R$177) and also was used to pay for certain expenditures of the Estreito
hydroelectric power project. Due to the timing of the finalization of the loan documents and the expenditures of the
project, Alumínio advanced the cash necessary to the consortium to pay for the expenditures supported by this loan.
Interest on the loan is a Brazil real rate of interest equal to BNDES’ long-term interest rate plus a margin of 1.55%.
Principal and interest are payable monthly, which began in January 2013 and end in September 2029. This loan may be
repaid early without penalty with the approval of BNDES. As of December 31, 2013 and 2012, Alumínio’s outstanding
borrowings were $71 (R$166) and $86 (R$177), respectively, and the interest rate was 6.55%. During 2013, Alumínio
repaid $5 (R$11) of outstanding borrowings.
Previously, Alumínio had two other separate loan agreements (the “First Loans”) with BNDES, which provided a
combined commitment of $622 (R$1,150) and were used to pay for certain expenditures of the Juruti bauxite mine
development and the São Luís refinery expansion. During 2012, Alumínio repaid the remaining $252 (R$511) of
outstanding borrowings related to the First Loans, which were repaid early without penalty under the approval of
BNDES. With the full repayment of the First Loans, the commitments were effectively terminated.
Credit Facilities. Alcoa maintains a Five-Year Revolving Credit Agreement, dated July 25, 2011, (the “Credit
Agreement”) with a syndicate of lenders and issuers named therein. The Credit Agreement provides a $3,750 senior
unsecured revolving credit facility (the “Credit Facility”), the proceeds of which are to be used to provide working
capital or for other general corporate purposes of Alcoa. Subject to the terms and conditions of the Credit Agreement,
Alcoa may from time to time request increases in lender commitments under the Credit Facility, not to exceed $500 in
aggregate principal amount, and may also request the issuance of letters of credit, subject to a letter of credit sublimit
of $1,000 under the Credit Facility.
The Credit Facility was scheduled to mature on July 25, 2016; however, on December 7, 2012, Alcoa received
approval for a one-year extension of the maturity date by the lenders and issuers that support $3,700 of the Credit
Facility (approval for the remaining $50 was received on January 8, 2013). As such, the Credit Facility now matures on
July 25, 2017, unless extended or earlier terminated in accordance with the provisions of the Credit Agreement. Alcoa
may make one additional one-year extension request during the remaining term of the Credit Facility, subject to the
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