8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Acquisition Completed (Nov 7, 2016)

Filed November 7, 2016For Securities:HWM

Summary

This 8-K filing from Arconic Inc. (formerly Alcoa Inc.) officially reports the completion of its business separation, effective November 1, 2016. The company, now named Arconic, retains the Engineered Products and Solutions, Transportation and Construction Solutions, and Global Rolled Products segments (with specific exclusions). The remaining segments, Alumina and Primary Metals, along with certain rolling mill and joint venture interests, now form the independent Alcoa Corporation. The separation was executed through a pro rata distribution of 80.1% of Alcoa Corporation's common stock to Arconic's shareholders. Arconic retains a 19.9% stake in the newly formed Alcoa Corporation. The filing also provides unaudited pro forma financial statements, not indicative of future performance, and guidance on estimated corporate spend of approximately $300 million annually, excluding depreciation, and an estimated future effective tax rate of approximately 35%.

Key Highlights

  • 1Completion of business separation into two independent public companies: Arconic and Alcoa Corporation, effective November 1, 2016.
  • 2Arconic Inc. is the new name for the former Alcoa Inc., retaining specific business segments.
  • 3Alcoa Corporation is the new independent entity holding the Alumina and Primary Metals segments, among other assets.
  • 4Separation achieved via a pro rata distribution of 80.1% of Alcoa Corporation's shares to existing Arconic shareholders.
  • 5Arconic retains a 19.9% ownership stake in Alcoa Corporation post-separation.
  • 6Company provides unaudited pro forma financial statements for illustrative purposes.
  • 7Estimated annual corporate spend projected at approximately $300 million (excluding depreciation).
  • 8Estimated future effective tax rate projected at approximately 35%.

Frequently Asked Questions

This 8-K filing is significant because it formally announces the completion of the separation of Alcoa Inc. into two independent companies: Arconic Inc. (the reporting entity, formerly Alcoa Inc.) and Alcoa Corporation. This event marks a major corporate restructuring for the company.

Following the separation, Arconic retains the Global Rolled Products segment (with specific exclusions), the Engineered Products and Solutions segment, and the Transportation and Construction Solutions segment.

The separation was executed through a pro rata distribution where Arconic shareholders received one share of Alcoa Corporation common stock for every three shares of Arconic common stock they held as of the record date. Arconic itself retained 19.9% of Alcoa Corporation's common stock.

The filing includes unaudited pro forma condensed consolidated financial statements. Investors should note that these statements are not necessarily indicative of what Arconic's results or financial condition would have been had the separation occurred earlier, nor are they necessarily indicative of future results. The company also provided forward-looking guidance on estimated corporate spend and effective tax rate.