8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Acquisition Completed (Apr 7, 2020)

Filed April 7, 2020For Securities:HWM

Summary

Howmet Aerospace Inc. (HWM), formerly Arconic Inc., announced the completion of its separation into two independent, publicly-traded companies. Effective April 1, 2020, Howmet Aerospace retained the Engineered Products and Forgings businesses (engine products, fastening systems, engineered structures, and forged wheels), while Arconic Corporation now holds the Global Rolled Products businesses. This separation was executed through a distribution of Arconic Corporation common stock to Howmet's stockholders of record as of March 19, 2020, with a ratio of one Arconic Corporation share for every four Howmet shares held. Fractional shares were settled in cash. This 8-K filing also provides unaudited pro forma financial information for Howmet, reflecting its financial position and results of operations as if the separation had occurred on earlier dates. Management estimates corporate costs for 2020, including depreciation and amortization, to be between $80 million and $90 million. Investors should note that the pro forma statements are not necessarily indicative of future financial performance and are subject to various risks and uncertainties, including the impact of the separation, global economic conditions, and competitive pressures.

Key Highlights

  • 1Completion of corporate separation: Howmet Aerospace Inc. and Arconic Corporation are now independent public companies.
  • 2Business retained by Howmet: Engineered Products and Forgings businesses (engine products, fastening systems, engineered structures, forged wheels).
  • 3Distribution of shares: Stockholders received one share of Arconic Corporation for every four shares of Howmet held as of the record date.
  • 4Cash in lieu of fractional shares: Holders entitled to fractional shares received cash payments.
  • 5Pro forma financial information provided: Unaudited pro forma statements for periods up to December 31, 2019, are included to show the impact of the separation.
  • 6Estimated 2020 corporate costs: Management projects $80-$90 million in corporate costs, including D&A.
  • 7Significant risks and uncertainties disclosed: The report highlights potential impacts from the separation, economic downturns, competition, and other factors.

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