Notes to Financial Statements
December 31, 2016
General
The Retirement Savings Plan for Hourly Employees of Alcoa USA Corp. (Hourly Plan) and the Retirement Savings Plan for Salaried
Employees of Alcoa USA Corp. (Salaried Plan), (collectively, the Plans) are defined contribution savings plans maintained pursuant to a master trust agreement (the Master Trust) between Alcoa USA Corp. (the
Company) and the trustee, The Bank of New York Mellon (Trustee). In general, the Plans provide various investment options for amounts withheld from employees salaries and for company contributions. Plan documents are
available to participants upon request.
Reference should be made to the basic prospectus and to the Summary Plan Description for a
summary of the important features of each Plan, including eligibility, vesting, employee and company contributions, loans, withdrawals and compliance with the Employee Retirement Income Security Act of 1974 (ERISA).
The Separation
On
September 29, 2016, the Alcoa Inc. Board of Directors approved the separation of Alcoa Inc. into two independent publicly traded companies. On November 1, 2016, the separation transaction was completed and became effective. Alcoa Inc. was
renamed Arconic Inc. and the spinoff company was named Alcoa Corporation.
In anticipation of the separation of Alcoa Inc., Alcoa USA
Corp., a subsidiary of Alcoa Corporation and the sponsor of the Plans, established the Plans from the existing Alcoa Inc. Retirement Savings Plans for Salaried Employees (Plan 007), for Bargaining Employees (Plan 008) and for Hourly
Non-Bargaining
Employees (Plan 017) (collectively, the Alcoa Inc. Plans or the Arconic Plans). The Plans were effective August 1, 2016. The accounts attributable to all participants who
were employees or former employees of Alcoa Corporation were transferred to the Plans and such individuals ceased to be participants in the Alcoa Inc. Plans. On August 1, 2016, net assets of $983,338,005 were transferred from the Alcoa Inc.
Plans, of which $389,718,411 was transferred to the Hourly Plan and $593,619,594 was transferred to the Salaried Plan.
Prior to the
separation of Alcoa Inc., one of the Plans investment options was the Alcoa Inc. Stock Fund, which primarily invested in Alcoa Inc. common stock. Upon separation on November 1, 2016, the Alcoa Inc. Stock Fund was renamed the Arconic Stock
Fund (and became a
non-employer
stock fund holding Arconic Inc. common stock) and the Alcoa Corporation Stock Fund (which is an employee stock ownership plan primarily invested in Alcoa Corporation stock) was
established. On November 1, 2016, each shareholder of record of Alcoa Inc. common stock as of the close of business on October 20, 2016 received one share of Alcoa Corporation common stock for every three shares of Alcoa Inc. common stock
owned. The Arconic Stock Fund was frozen to new investment beginning on November 1, 2016 and will be terminated as an investment option under the Plans approximately one year after November 1, 2016. Any funds remaining in the Arconic Stock
Fund at the liquidation date will be credited to participant accounts in the applicable BlackRock LifePath Fund, which are the Plans Qualified Default Investment Alternative Funds.
4
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
Eligibility and Vesting
The Plans are available to eligible employees of the Company and certain subsidiary locations that have adopted the Plans. The Hourly Plan is
only available to hourly employees of the Company. Employees are immediately eligible for plan participation. Participants are fully vested in the value of their contributions plus actual earnings thereon at all times. A participant is immediately
vested in company contributions.
Employee Contributions
Eligible employees may elect to contribute to the Plans up to 25% of eligible compensation as
pre-tax,
not to exceed the Internal Revenue Service (IRS) limit, or up to 10% as
after-tax,
with a maximum of 25% in the aggregate. Certain eligible employees in the Hourly Plan may defer as
pre-tax
savings and/or
pre-tax
catch-up
contributions, a maximum of 50% of amounts earned under the applicable pay for performance plan
in increments of 10% and subject to the maximums allowable by the Internal Revenue Code (IRC) and Department of Treasury regulations.
Negotiated deferrals, as defined in the Hourly Plan document, for certain eligible collective bargained employees will be contributed to their
plan accounts as a separate
pre-tax
contribution.
Eligible employees age 50 or older or who
become age 50 during the plan year who meet certain requirements may elect to make additional
pre-tax
catch-up
contributions up to a maximum of $6,000, or such other
amount adjusted for
cost-of-living
increases.
Elections
can be changed effective for the first full payroll period following the election. Participants direct their contributions in multiples of 1% into various investment options offered by the Plans.
Eligible employees hired or rehired on or after August 1, 2006 will be automatically enrolled in the Plans after 60 days of hire or
rehire and subject to automatic payroll deductions equal to 3% of eligible compensation, which will be contributed to the Plans as
pre-tax
savings, unless the employee chooses to either enroll sooner or to not
participate. After 90 days of plan participation, the
pre-tax
savings rate will be increased by 1% on each April 1 until the
pre-tax
savings rate attains a target
rate of 6% of eligible compensation. The employee can change the contribution rate, annual rate increase and target contribution rate or stop automatic enrollment at any time.
The Plans also accept rollover contributions of amounts representing distributions from other qualified defined benefit or defined
contribution plans to the extent the rollover is permitted under Section 402(c) of the IRC. An eligible employees rollover contribution is credited to his or her account and thereafter treated like the participants
pre-tax
savings with respect to withdrawals, loans, and investment options under the Plans. The Plans do not accept rollover contributions from Roth individual retirement accounts.
Employer Contributions
For the Salaried Plan, participating locations may elect to make a matching employer contribution up to 6% of the participants eligible
compensation. The employer match for contributions to the Hourly Plan is based upon the various collective bargaining agreements. For certain employees of the Hourly Plan, participating locations may elect to make a matching employer contribution up
to 6% of the participants eligible compensation. The Company does not match negotiated deferral contributions.
5
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
The employer match for the Plans is contributed in the same manner as the participants
other investment elections. If the participant has not made investment elections, company matching contributions will automatically be invested in the appropriate targeted maturity fund based on the participants year of birth.
In addition, certain salaried and
non-bargaining
eligible employees of the Plans hired or rehired
after March 1, 2006 and certain bargained employees hired or rehired as of specified dates negotiated with the unions will receive an employer retirement income contribution in the amount of 3% of applicable eligible compensation per pay
period. These employer contributions are allocated to the participants accounts in the same percentages as the participants other investment elections.
Certain eligible employees in the Hourly Plan hired or rehired as of specified dates negotiated with the unions will receive retiree medical
savings contributions to their accounts in an amount equal to $0.40 per hour worked. These employer contributions are contributed in the appropriate targeted maturity fund based on the participants year of birth but may be transferred by the
participant from the default fund to any eligible fund.
Participant Accounts
Each participants account is credited with the participants contribution and allocations of (a) the companys
contribution and (b) Plan earnings. Allocations of Plan earnings are based on individual participant investment earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from
the participants vested account.
Notes Receivable From Participants
Generally, participants may borrow from their individual account balances in the Plans, excluding employer contributions made on or after
January 1, 2011, employer retirement income contributions and retiree medical savings contributions. The minimum loan amount permitted by the Plans is $1,000. The maximum allowable loan from the Plans is the lesser of 50% of the
participants account balance or $50,000. Loans are collateralized by a portion of the participants account balance, and repayments are made by periodic payroll deductions. Interest is charged on all loans at the prime rate plus 1% at the
time the loan is executed. Interest rates ranged from 4.25% to 10.50% as of December 31, 2016. For each loan request, a $100 loan processing fee is deducted from the loan amount to cover administrative expenses.
Payment of Benefits
While actively employed, participants have access to account funds through loans,
non-hardship
withdrawals of
after-tax
and rollover contributions, hardship withdrawals of
pre-tax
contributions and withdrawals for participants over age 59
1
⁄
2
.
On termination of service, participants with
an account balance greater than $5,000 may elect to leave their investment in the Plans or receive a
lump-sum
distribution. Participants who leave their investments in the Plans and elect to receive a
distribution at a later date are permitted four partial payouts each calendar year, however, each partial payout must be at least $250. Plan provisions require a
lump-sum
distribution when the participant
attains age 69.
Risks and Uncertainties
The Plans invest in investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks.
Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the Statement of Individual Plan Net Assets Available for Benefits and Statement of Changes in Individual Net Assets Available for Benefits.
6
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plans to terminate the Plans subject to the provisions
of ERISA. In the event of a plan termination, any unallocated assets of the Plans shall be allocated to participant accounts and distributed in such a manner as the Company may determine. Also, the Company has the right under the Plans to
discontinue its contributions at any time.
2.
|
Summary of Accounting Policies
|
Basis of Accounting
The financial statements of the Plans are prepared under the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America (U.S. GAAP).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and changes therein and to disclose contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. See Note 4 for a description of fair value measurements.
Investment contracts held by a defined contribution plan are reported at contract value. Contract value is the relevant measurement for that
portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted
transactions under the terms of the plan.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend
date. Plan interest in Savings Plans Master Trust for Alcoa USA Corporation investment income (loss) and other investment gains and
losses includes the Plans unrealized and realized gains and losses on investments.
Payments of Benefits
Benefits are recorded when paid.
Notes Receivable From Participants
The Notes Receivable from Participants are reported at the unpaid principal balance of borrowings from individual account balances along with
the accrued and unpaid interest. Loans in default are reclassified as benefit payments to participants based upon the terms of the plan.
7
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
Administrative Expenses
The Fixed Income Fund, the Alcoa Corporation Stock Fund and the Arconic Stock Fund investment management fees are paid by the Plans from assets
of their respective funds. The investment management fees for the Fixed Income Fund are based upon a percentage of the funds net assets. For the Alcoa Corporation Stock Fund and Arconic Stock Fund, the investment fees are based upon the number
of stock transactions within the fund during the year.
Many funds in the Plans are registered investment companies. Registered investment
companies incur expenses that reduce the earnings in the fund and are reflected in the daily net asset value (NAV). Expenses charged by registered investment companies include asset management and administrative fees.
The funds offered by BlackRock Institutional Trust Company, N.A., and the Trustee incur expenses that reduce earnings in the fund and are
reflected in the NAV. These funds are not available to individual investors and are not publicly traded. Expenses charged by these funds include asset management and administrative fees.
Participants in all funds (excluding those included in the self-directed brokerage account) are subject to an administrative expense fee,
which is used to pay the expenses of the Plans such as trustee, recordkeeping, audit, consulting, and other administrative expenses. This fee is charged on a daily basis and is reflected in the price at which participants transact. For each loan
request, a $100 loan processing fee is deducted from the loan amount to cover administrative expenses.
The 2016 administrative expenses
were $93,883 for the Salaried Plan, and $61,710 for the Hourly Plan.
The fees described above are included within Plan interest in
Savings Plans Master Trust for Alcoa USA Corporation investment income (loss).
Recently Adopted Accounting Guidance
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
2015-12,
Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive
Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient
. Part I eliminates the requirements to measure the fair value of fully benefit-responsive investment contracts but will continue to
provide certain disclosures that help users understand the nature and risks of fully benefit-responsive investment contracts. Upon adoption, contract value will be the only required measure for fully benefit-responsive investment contracts. Part II
eliminates the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. Part II also simplifies
the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to also disaggregate investments
by nature, characteristics and risks. Further, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III provides a practical expedient to permit plans to measure investments and
investment-related accounts as of a
month-end
date that is closest to the plans fiscal
year-end,
when the fiscal period does not coincide with
month-end.
The ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. Part III is not applicable to the Plans. The Plans adopted Parts I and II of ASU
2015-12
upon their creation on August 1, 2016 and the presentation of the financial statements and notes herein reflect such adoption.
8
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
In May 2015, the FASB issued ASU
2015-07,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
. Under the amendments in this ASU, investments for which fair value is measured at net asset value per share (or its equivalent)
using the practical expedient are no longer categorized in the fair value hierarchy. The ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Plans adopted ASU
2015-07
upon their creation on August 1, 2016 and the presentation of the financial statements and notes herein reflect such adoption.
In August 2014, the FASB issued ASU
2014-15,
Disclosure of Uncertainties about an
Entitys Ability to Continue as a Going Concern
. ASU
2014-15
explicitly requires management to assess an entitys ability to continue as a going concern, and to provide related footnote
disclosures in certain circumstances. Currently, there is no guidance in U.S. GAAP about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern or to provide
related footnote disclosures. The ASU is effective for fiscal periods beginning after December 15, 2016 with early adoption permitted. The Plans adopted ASU 2014-15 upon their creation on August 1, 2016, which did not have an impact to the
Plans financial statements.
The Plans offer a variety of investment options which are held in
safekeeping in a Master Trust under a trust arrangement by the Trustee. Each participating Plan has a divided interest in the Master Trust based on individual participant investment elections. At December 31, 2016, Master Trust net assets were
comprised of the following:
|
|
|
|
|
Master trust net assets
|
|
|
|
|
Investments at fair value
|
|
|
|
|
Alcoa Corporation Stock Fund (includes $886,976 of investments in a common collective
trust)
|
|
$
|
26,974,797
|
|
Arconic Stock Fund (includes $927,084 of investments in a common collective trust)
|
|
|
50,824,574
|
|
Shares of Registered Investment Companies
|
|
|
498,542,786
|
|
Other Investments
|
|
|
140,676,379
|
|
|
|
|
|
|
Total investments at fair value in Savings Plans Master Trust for Alcoa USA Corporation
|
|
|
717,018,536
|
|
Investment contracts at contract value
|
|
|
172,408,348
|
|
|
|
|
|
|
Total value of interest in Savings Plans Master Trust for Alcoa USA Corporation
|
|
$
|
889,426,884
|
|
|
|
|
|
|
The following table lists the ownership percentages of the Plans in the Master Trust net assets as of
December 31, 2016:
|
|
|
|
|
Percent ownership of the Plans in Savings Plans Master Trust for Alcoa USA
Corporation
|
|
|
|
|
Hourly Plan
|
|
|
39.71
|
%
|
Salaried Plan
|
|
|
60.29
|
|
|
|
|
|
|
|
|
|
100.00
|
%
|
|
|
|
|
|
9
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
For the period from August 1, 2016 to December 31, 2016, the Master Trust
investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
|
|
|
|
Net investment loss from Master Trust investments
|
|
|
|
|
Investment gain (loss)
|
|
|
|
|
Alcoa Corporation Stock Fund (includes $756 gain from common collective trusts)
|
|
$
|
6,989,840
|
|
Arconic Stock Fund (includes $1,295 gain from common collective trusts)
|
|
|
(7,693,461
|
)
|
Alcoa Inc. Stock Fund (includes $3,945 gain from common collective trusts)
|
|
|
(10,814,766
|
)
|
Shares of Registered Investment Companies
|
|
|
2,539,087
|
|
Commingled trusts
|
|
|
1,456,917
|
|
|
|
|
|
|
|
|
|
(7,522,383
|
)
|
Interest
|
|
|
1,639,297
|
|
Registered Investment Companies dividends
|
|
|
5,258,937
|
|
Arconic Inc. stock dividends
|
|
|
260,131
|
|
Alcoa Inc. stock dividends
|
|
|
272,386
|
|
|
|
|
|
|
Net investment loss from Savings Plans Master Trust for Alcoa USA Corporation investments
|
|
$
|
(91,632
|
)
|
|
|
|
|
|
In addition to the investments held in the Master Trust, participants have the option to invest in a
self-directed brokerage account that allows the participants to select and manage investments from a variety of options not directly available in the Plans.
|
|
|
|
|
Net investment gain from other investments outside of Master Trust
|
|
|
|
|
Net investment loss
|
|
$
|
(623,126
|
)
|
Interest
|
|
|
11,077
|
|
Dividends & capital gains
|
|
|
1,228,379
|
|
|
|
|
|
|
Net investment gain from other investments outside of Master Trust
|
|
$
|
616,330
|
|
|
|
|
|
|
10
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
4.
|
Fair Value Measurements
|
Financial Accounting Standards Board (FASB)
Accounting
Standards Codification
(ASC) 820,
Fair Value Measurements and Disclosures
, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy under ASC 820 are described below:
|
|
|
Level 1
|
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
|
|
|
Level 2
|
|
Inputs to the valuation methodology include:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in
inactive markets;
Inputs other than quoted prices that are observable for the asset or
liability;
Inputs that are derived principally from or corroborated by observable
market data correlation or other means.
|
|
|
Level 3
|
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in methodologies
used at December 31, 2016.
Cash and Cash Equivalents
Valued at cost which approximates fair value.
Fixed Income Securities
Valued on the basis of valuations furnished by Trustee-approved independent pricing services. These services determine valuations for normal
institutional-size
trading units of such securities using models or matrix pricing, which incorporates yield and/or price with respect to bonds that are considered comparable in characteristics such as rating,
interest rate and maturity date and quotations from bond dealers to determine current value. If these valuations are deemed to be either not reliable or not readily available, the fair value will be determined in good faith by the Trustee.
Equity Securities
Valued
at the closing price reported on the active market on which the individual securities are traded.
Mutual Funds
Valued at the daily closing price as reported by the fund.
11
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
Commingled Trusts
Valued at the NAV of shares held by the Plans at year end. These funds are not publically listed.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future
fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
There are no unfunded commitments with respect to commingled
trusts. Participants can transact daily with these funds, however, significant withdrawals may be subject to redemption restrictions, at the trustees discretion, to the extent that it is determined such actions would disrupt management of the
fund.
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair value as of
December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets Measured at
Net Asset Value
(a)
|
|
|
Total
|
|
Fair Value Measurements at end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets in Savings Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust for Alcoa USA Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alcoa Corporation common stock
|
|
$
|
26,099,882
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
26,099,882
|
|
Arconic Inc. common stock
|
|
|
49,926,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,926,584
|
|
Mutual funds
|
|
|
498,542,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498,542,786
|
|
Commingled trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,449,283
|
|
|
|
142,449,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of assets in Savings Plans Master Trust for Alcoa USA Corporation
|
|
|
574,569,253
|
|
|
|
|
|
|
|
|
|
|
|
142,449,283
|
|
|
|
717,018,536
|
|
Assets outside Savings Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust for Alcoa USA Corporation
|
|
|
32,558,270
|
|
|
|
87,107
|
|
|
|
|
|
|
|
|
|
|
|
32,645,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
|
$
|
607,127,523
|
|
|
$
|
87,107
|
|
|
$
|
|
|
|
$
|
142,449,283
|
|
|
$
|
749,663,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
In accordance with Subtopic
820-10,
certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
The Plans hold a portfolio of investment contracts, all of which
are synthetic. The Investment Contracts are held in the Fixed Income Fund (the Fund) and are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The wrap providers are
contractually obligated to repay the principal by providing a guarantee that the crediting rate will not fall below 0%.
Contract value,
as reported to the Plans by the investment manager, represents contributions made under contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value.
Investment Contracts use the crediting rate formula to convert market value changes in the
covered assets into income distributions in order to minimize the difference between the market and contract value of covered assets over time. Using the crediting rate formula, an estimated future market value is calculated by compounding the
Funds current market value at the Funds current yield to maturity for a period equal to the Funds duration. The crediting rate is the discount rate that equates estimated future market value with the Funds current contract
value, but it may not be less than zero.
12
Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
The crediting rate, and hence the Funds return, may be affected by many factors,
including purchases and redemptions by shareholders. If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets. Under these circumstances, cash
from new investors will tend to lower the crediting rate, and redemptions by existing shareholders will tend to increase the crediting rate. The opposite is ordinarily true if the market value of the covered assets is lower than their contract
value. There are no reserves against contract value for credit risk of the insurance companies or otherwise.
Certain events limit the
ability of the Plans to transact at contract value with the issuer. Such events include the following: (1) the Plans failure to qualify under Section 401(a) or Section 401(k) of the IRC, (2) the establishment of a defined
contribution plan that competes with the Plan for employee contributions, (3) any substantive modification of the Plan or the administration of the Plan that is not consented to by the insurance companies, (4) complete or partial
termination of the Plan, (5) any change in law, regulation or administration ruling applicable to the Plan that could have a material adverse effect on the Funds cash flow, (6) merger or consolidation of the Plans with another plan,
the transfers of the Plans assets to another plan, or the sale,
spin-off
or merger of a subsidiary or division of the plan sponsor, (7) any communication given to participants by the plan sponsor or
any other plan fiduciary that is designed to induce or influence participants not to invest in the Fund or to transfer assets out of the Fund, (8) exclusion of a group of previously eligible employees from eligibility in the Plan, (9) any
early retirement program, group termination, group layoff, facility closing, or similar program or (10) any transfer of assets from the Fund directly to a competing option.
The Plans administrator does not believe that the occurrence of any such event, which would limit the Plans ability to transact at
contract value with participants, is probable.
The Investment Contracts generally allow the contract issuers (banks or insurance
companies) to terminate the agreement. However, the banks or insurance companies would be required to grant the Fund a right to amortize any market-to-book differential over an agreed upon period of time.
6.
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Related-Party Transactions
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The Plans own shares of common stock of Alcoa Corporation
through the investment in the Alcoa Corporation Stock Fund and, therefore, these transactions qualify as
party-in-interest
transactions. These transactions are exempt as
defined in ERISA Section 408 and the regulations there under. From November 1, 2016 to December 31, 2016, purchases and sales of shares of common stock of the Alcoa Corporation Stock Fund were $0 and $1,033,731, respectively. As of
December 31, 2016, the Plans owned 929,781 shares of Alcoa Corporation common stock.
In conjunction with the Plans being created on
August 1, 2016 in anticipation of the Alcoa Inc. separation, $99,452,334 of Alcoa Inc. common stock was transferred from the Alcoa Inc. Plans to the Plans. Alcoa Inc. was the sponsor of the Plans from August 1, 2016 to October 31,
2016. The Plans owned shares of common stock of Alcoa Inc. through the investment in the Alcoa Inc. Stock Fund. These transactions are exempt as defined in ERISA Section 408 and the regulations there under. From August 1, 2016 to
October 31, 2016, purchases and sales of shares of common stock of the Alcoa Inc. Stock Fund were $0 and $3,202,492, respectively. From August 1, 2016 to October 31, 2016, dividends earned on Alcoa Inc. common stock were
$272,386. As of the separation, effective November 1, 2016, the Plans owned zero shares of Alcoa Inc. common stock.
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Employees Retirement Savings Plans of Alcoa USA Corp. and Subsidiary Companies
Notes to Financial Statements
December 31, 2016
The Company may pay certain administrative expenses or perform administrative functions on
behalf of the Plans.
The Plans invest in funds managed by The Bank of New York Mellon. The Bank of New York Mellon is the trustee as
defined by the Plans, and therefore these transactions, and expenses paid to Bank of New York Mellon, qualify as
party-in-interest
transactions.
Participants may borrow from their individual account balances in the Plans. The loan program is discussed in Note 1. These transactions
qualify as
party-in-interest
transactions.
The Plans were set up as replicate savings plans of the Alcoa Inc.
(subsequently renamed Arconic Inc.) Plans (see Note 1). The Arconic Plans received determination letters dated April 28, 2017, stating that the Arconic Plans are qualified and the trust established under the Arconic Plans is
tax-exempt
under the appropriate sections of the IRC. A Form
5310-A,
Notice of Plan Merger or Consolidation, Spin off or Transfer of Assets and Liabilities was filed for each
of the Plans and each of the Arconic Plans to reflect the spinoff of assets and liabilities into the Plans with an August 1, 2016 transfer date. The Plans applied for an initial determination of qualification with the IRS on
September 23, 2016. A favorable determination is expected, but a determination letter has not been received from the IRS as of the date the financial statements were available to be issued. Pending the outcome of the review, the
Plans administrator and the Plans tax counsel believe that the Plans are currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, they believe the Plans are qualified and the
related trust is
tax-exempt
as of the financial statements date.
U.S. GAAP require the
Plans management to evaluate tax positions taken by the Plans and recognize a tax liability (or asset) if the organization has taken an uncertain position that would not be sustained upon examination by the IRS. The Plans administrator
and its tax counsel have analyzed the tax positions taken by the Plans and have concluded that as of December 31, 2016, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset)
or disclosure in the financial statements. As such, no reserve is required under U.S. GAAP. The Plans are subject to audit by the IRS; however, there are no current IRS audits for any tax periods in progress.
Management has evaluated the events and transactions that have
occurred through June 27, 2017, the date the financial statements were available to be issued, and noted no items requiring adjustment of the financial statements or additional disclosures.
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