Current Report Filing (8-k)
October 30 2019 - 6:12AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 29, 2019 (October 29, 2019)
ARCONIC INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-3610
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25-0317820
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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201 Isabella Street, Suite 200
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Pittsburgh, Pennsylvania
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15212-5872
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(Address of Principal
Executive Offices)
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(Zip Code)
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Office of Investor
Relations (412)
553-1950
Office of the
Secretary (412) 553-1940
(Registrant’s
telephone number, including area code)
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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ARNC
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New York Stock Exchange
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$3.75 Cumulative Preferred Stock, par value $100 per share
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ARNC PR
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NYSE American
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Item 2.02
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Results
of Operations and Financial Condition.
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In the third quarter of 2019,
Arconic Inc. (“Arconic” or the “Company”) management made the decision to realign its operations by eliminating
its Transportation and Construction Solutions (TCS) segment and transferring the Forged Wheels business to its Engineered Products
and Forgings segment (formerly named the Engineered Products and Solutions segment) and the Building and Construction Systems
business to its Global Rolled Products segment. The Latin American extrusions business, which was formerly part of the Company’s
TCS segment until its sale in April of 2018, was moved to Corporate. The Company’s new reporting segments are consistent
with how the CEO is assessing operating performance and allocating capital in conjunction with the planned separation of the Company,
as previously announced. This realignment has no impact on the Company’s historical consolidated balance sheet, statement
of consolidated operations, and statement of consolidated cash flows. Prior period segment information will be recast to conform
to the new reporting structure. Differences between segment totals and consolidated Arconic are in Corporate.
The
Company is furnishing this Form 8-K to provide investors with historical segment information that is consistent with its new reporting
structure. The schedules in Exhibit 99.1 provide unaudited segment information and segment measures on the basis of the new reporting
segments for the previously reported year ended December 31, 2018 and the three-month periods ended March 31, 2019 and June 30,
2019. The recast financial information contained in Exhibit 99.1 does not represent a restatement or reissuance of previously
issued financial statements.
Non-GAAP
Financial Measures
Some
of the information included in this report is derived from Arconic’s consolidated financial information but is not presented
in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States
of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP
financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations
to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial
measures can be found in Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01
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Financial
Statements and Exhibits.
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The following is furnished as an exhibit to this report:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ARCONIC INC.
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Dated: October 29, 2019
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By:
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/s/ Katherine H.
Ramundo
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Name:
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Katherine H. Ramundo
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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