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Alcoa Corporation
4/17/2024
Good afternoon and welcome to the Alcoa Corporation first quarter 2024 earnings presentation and conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star, then two. Please note, this event is being recorded. I would now like to turn the conference over to James Dwyer, Vice President, Investor Relations and Pension Investments. Please go ahead.
Thank you, and good day, everyone. I'm joined today by William Opplinger, Alcoa Corporation President and Chief Executive Officer, and Molly Bierman, Executive Vice President and Chief Financial Officer. We will take your questions after comments by Bill and Molly. As a reminder, today's discussion will contain forward-looking statements relating to future events and expectations that are subject to various assumptions and caveats. Factors that may cause the company's actual results to differ materially from these statements are included in today's presentation and in our SEC filings. In addition, we have included some non-GAAP financial measures in this presentation. For historical non-GAAP financial measures, reconciliations to the most directly comparable GAAP financial measures can be found in the appendix to today's presentation. We have not presented quantitative reconciliations of certain forward-looking non-GAAP financial measures for reasons noted on this slide. Any reference in our discussion today to EBITDA means adjusted EBITDA. Finally, as previously announced, The earnings press release and slide presentation are available on our website. With that, here's Bill.
Thanks, Jim, and welcome everyone to our first quarter 2024 earnings call. It's a pleasure to discuss our recent activities and performance with you today. Let's start with the transaction that we announced in late February. Our proposed acquisition of Illumina Limited, which would give Alcoa 100% ownership in the Alcoa World Illumina and Chemicals, or AWAC, joint venture. In the all-stock transaction, Illumina Limited shareholders would receive 0.02854 Alcoa shares for each Illumina Limited share. Based on Alcoa's and Illumina Limited's closing prices as of February 23, 2024, the agreed ratio implied an equity value of approximately $2.2 billion for Illumina Limited and a premium of 13.1% to Illumina Limited's share price. Today, through a complex web of holdings at a subsegment level, Illumina Limited shareholders have exposure to 40% of only the AWAC, Bauxite, Illumina, and Illuminum assets. Upon completion of the transaction, Illumina Limited shareholders will own 31.25% and Alcoa shareholders would own 68.75% of the combined company on a fully diluted basis. We believe the acquisition will deliver immediate and significant value for both companies' shareholders and is the right path forward for both Alcoa and Illumina Limited. Aluminum Limited shareholders will participate in the upside potential of a stronger, better capitalized company with a larger and more diversified upstream aluminum portfolio. Alcoa offers a full suite of low-carbon and recycled content products and has long-term technology projects under development to transform the upstream aluminum value chain. Additionally, Alcoa shares will be traded in Australia through a secondary listing on the Australian Securities Exchange, or ASX, via CHESS Depository Interests, or CDIs. And as stated earlier, it elevates the ownership position of Illumina Limited shareholders and provides them with a premium over the recent share price for their non-controlling interests. For Alcoa stockholders, the transaction increases Alcoa's economic interest in our core Tier 1 bauxite and Illumina assets and simplifies governance, resulting in greater operational flexibility and strategic optionality. It advances our position as the global pure-play upstream aluminum company and enhances Alcoa's vertical integration along the value chain across bauxite mining, aluminum refining, and aluminum smelting. Alcoa would significantly increase its ownership in five of the 20 largest bauxite mines and five of the 20 largest aluminum refineries globally, excluding China. Following this transaction, Alcoa will be better positioned to continue our long-term plan of investing in Australian bauxite mining and alumina refining. Together, Alcoa and Alumina Limited shareholders will benefit several ways. There are tangible near-term cost synergies and potential for further organizational optimization, replacing the complex JV arrangement with a simpler, less expensive structure. We will be more efficient in executing decisions with a view to maximizing returns with fully aligned interest among Alcoa and former Illumina Limited shareholders. We remain fully committed to our capital allocation framework. The all-stock transaction preserves Alcoa's balance sheet strength and provides capital structure flexibility. As one company, we will continue to have opportunities to pay distributions to shareholders while also transforming the portfolio and positioning ourselves for growth. deploying capital to maximize value creation. So in sum, we believe this is the right deal for Illumina Limited shareholders, for Alcoa shareholders, and our broader stakeholders and communities. We're confident the transaction will build on our leading position as a global pure-play aluminum company and improve our ability to execute on long-term strategies and growth opportunities. Finally, a quick note on transaction timing. We expect to close the transaction in the third quarter. In the second quarter, we expect that Alcoa will be filing a proxy statement, and Illumina Limited will be filing a scheme booklet in connection with the transaction. There are also government approvals that we are seeking in the second and third quarters, which include, in Australia, the Foreign Investment Review Board and the Australian Competition and Consumer Commission, and in Brazil, the Brazil Administrative Council for Economic Defense. We expect to apply for our ASX listing in May. And finally, but most importantly, the shareholder votes to approve the transaction and issue and exchange shares are expected to take place in the third quarter. Now let's talk about the first quarter. It was a busy quarter. First and foremost, we had no fatal or serious injuries in the first quarter. Our key lagging indicators, days away restricted time, total recordable injuries, and all injury rates all improved. The improving safety performance is driven by a concerted focus on safety across the company and by using programs that include managing critical risks and increasing the positive impact of our leaders spending time in the field. No matter what, safety is always our first priority. Other items to note in the quarter, in addition to announcing the Illumina Limited acquisition, we continued efforts to find a long-term solution for the San Ciprian Complex, and we've started a process to potentially sell the facility. We completed the restart of one pot line at work, and we set records for quarterly production rates at two smelters, ABI and Motion. We fully deployed the $100 million productivity and competitiveness program, and we announced the Quanana full curtailment. Finally, in March, we issued a $750 million green bond to support our cash position using Alcoa's new green financing framework. Now I'll turn it over to Molly to take us through the financials.
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