|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
25-0317820
|
(State of
incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
390 Park Avenue, New York, New York
|
|
10022-4608
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Large accelerated filer
|
✓
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Accelerated filer
|
|
Non-accelerated filer
|
__ (Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
|
|
Emerging growth company
|
|
|
|
First quarter ended
|
||||||
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March 31,
|
||||||
|
2018
|
|
2017
|
||||
Sales (C & D)
|
$
|
3,445
|
|
|
$
|
3,192
|
|
Cost of goods sold (exclusive of expenses below)
|
2,768
|
|
|
2,458
|
|
||
Selling, general administrative, and other expenses
|
172
|
|
|
217
|
|
||
Research and development expenses
|
23
|
|
|
28
|
|
||
Provision for depreciation and amortization
|
142
|
|
|
133
|
|
||
Restructuring and other charges (E)
|
7
|
|
|
73
|
|
||
Operating income
|
333
|
|
|
283
|
|
||
Interest expense (N)
|
114
|
|
|
115
|
|
||
Other expense (income), net (F)
|
20
|
|
|
(316
|
)
|
||
Income before income taxes
|
199
|
|
|
484
|
|
||
Provision for income taxes (H)
|
56
|
|
|
162
|
|
||
Net income
|
$
|
143
|
|
|
$
|
322
|
|
|
|
|
|
||||
Amounts Attributable to Arconic Common Shareholders (I):
|
|
|
|
||||
Net income
|
$
|
142
|
|
|
$
|
305
|
|
Earnings per share - basic
|
$
|
0.30
|
|
|
$
|
0.69
|
|
Earnings per share - diluted
|
$
|
0.29
|
|
|
$
|
0.65
|
|
Dividends paid per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Average Shares Outstanding (I):
|
|
|
|
||||
Average shares outstanding - basic
|
482
|
|
|
440
|
|
||
Average shares outstanding - diluted
|
503
|
|
|
499
|
|
|
Arconic
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||||
First quarter ended March 31,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Net income
|
$
|
143
|
|
|
$
|
322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
322
|
|
Other comprehensive income, net of tax (J):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in unrecognized net actuarial loss and prior service cost/benefit related to pension and other postretirement benefits
|
143
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
31
|
|
||||||
Foreign currency translation adjustments
|
122
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
67
|
|
||||||
Net change in unrealized gains on available-for-sale securities
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Net change in unrecognized gains/losses on cash flow hedges
|
(7
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
5
|
|
||||||
Total Other comprehensive income, net of tax
|
258
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
70
|
|
||||||
Comprehensive income
|
$
|
401
|
|
|
$
|
392
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401
|
|
|
$
|
392
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,205
|
|
|
$
|
2,150
|
|
Receivables from customers, less allowances of $8 in 2018 and 2017 (K)
|
1,179
|
|
|
1,035
|
|
||
Other receivables (K)
|
484
|
|
|
339
|
|
||
Inventories (L)
|
2,648
|
|
|
2,480
|
|
||
Prepaid expenses and other current assets
|
379
|
|
|
374
|
|
||
Total current assets
|
5,895
|
|
|
6,378
|
|
||
Properties, plants, and equipment, net (M)
|
5,628
|
|
|
5,594
|
|
||
Goodwill (A)
|
4,573
|
|
|
4,535
|
|
||
Deferred income taxes
|
675
|
|
|
743
|
|
||
Intangibles, net
|
990
|
|
|
987
|
|
||
Other noncurrent assets
|
458
|
|
|
481
|
|
||
Total assets
|
$
|
18,219
|
|
|
$
|
18,718
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, trade
|
$
|
1,874
|
|
|
$
|
1,839
|
|
Accrued compensation and retirement costs
|
333
|
|
|
399
|
|
||
Taxes, including income taxes
|
83
|
|
|
75
|
|
||
Accrued interest payable
|
97
|
|
|
124
|
|
||
Other current liabilities
|
370
|
|
|
349
|
|
||
Short-term debt
|
45
|
|
|
38
|
|
||
Total current liabilities
|
2,802
|
|
|
2,824
|
|
||
Long-term debt, less amount due within one year (N & O)
|
6,309
|
|
|
6,806
|
|
||
Accrued pension benefits (G)
|
2,249
|
|
|
2,564
|
|
||
Accrued other postretirement benefits
|
833
|
|
|
841
|
|
||
Other noncurrent liabilities and deferred credits
|
744
|
|
|
759
|
|
||
Total liabilities
|
12,937
|
|
|
13,794
|
|
||
Contingencies and commitments (Q)
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Arconic shareholders’ equity:
|
|
|
|
||||
Preferred stock
|
55
|
|
|
55
|
|
||
Common stock
|
483
|
|
|
481
|
|
||
Additional capital
|
8,280
|
|
|
8,266
|
|
||
Accumulated deficit
|
(1,164
|
)
|
|
(1,248
|
)
|
||
Accumulated other comprehensive loss (J)
|
(2,386
|
)
|
|
(2,644
|
)
|
||
Total Arconic shareholders’ equity
|
5,268
|
|
|
4,910
|
|
||
Noncontrolling interests
|
14
|
|
|
14
|
|
||
Total equity
|
5,282
|
|
|
4,924
|
|
||
Total liabilities and equity
|
$
|
18,219
|
|
|
$
|
18,718
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
143
|
|
|
$
|
322
|
|
Adjustments to reconcile net income to cash used for operations:
|
|
|
|
||||
Depreciation and amortization
|
142
|
|
|
133
|
|
||
Deferred income taxes
|
18
|
|
|
20
|
|
||
Restructuring and other charges
|
7
|
|
|
73
|
|
||
Net loss (gain) from investing activities - asset sales (F)
|
3
|
|
|
(349
|
)
|
||
Net periodic pension benefit cost (G)
|
41
|
|
|
54
|
|
||
Stock-based compensation
|
15
|
|
|
28
|
|
||
Other
|
49
|
|
|
18
|
|
||
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:
|
|
|
|
||||
(Increase) in receivables (B)
|
(403
|
)
|
|
(394
|
)
|
||
(Increase) in inventories
|
(141
|
)
|
|
(85
|
)
|
||
(Increase) decrease in prepaid expenses and other current assets
|
(12
|
)
|
|
20
|
|
||
Increase (decrease) in accounts payable, trade
|
14
|
|
|
(122
|
)
|
||
(Decrease) in accrued expenses
|
(118
|
)
|
|
(112
|
)
|
||
Increase in taxes, including income taxes
|
8
|
|
|
111
|
|
||
Pension contributions
|
(177
|
)
|
|
(53
|
)
|
||
Decrease (increase) in noncurrent assets
|
1
|
|
|
(34
|
)
|
||
(Decrease) in noncurrent liabilities
|
(26
|
)
|
|
(25
|
)
|
||
Cash used for operations
|
(436
|
)
|
|
(395
|
)
|
||
Financing Activities
|
|
|
|
||||
Net change in short-term borrowings (original maturities of three months or less)
|
5
|
|
|
8
|
|
||
Additions to debt (original maturities greater than three months)
|
150
|
|
|
360
|
|
||
Premiums paid on early redemption of debt (B & N)
|
(17
|
)
|
|
—
|
|
||
Payments on debt (original maturities greater than three months) (N)
|
(651
|
)
|
|
(360
|
)
|
||
Proceeds from exercise of employee stock options
|
12
|
|
|
22
|
|
||
Dividends paid to shareholders
|
(30
|
)
|
|
(45
|
)
|
||
Distributions to noncontrolling interests
|
—
|
|
|
(14
|
)
|
||
Other
|
(11
|
)
|
|
(14
|
)
|
||
Cash used for financing activities
|
(542
|
)
|
|
(43
|
)
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(117
|
)
|
|
(103
|
)
|
||
Proceeds from the sale of assets and businesses (P)
|
—
|
|
|
(10
|
)
|
||
Sales of investments (F)
|
9
|
|
|
888
|
|
||
Cash receipts from sold receivables (B & K)
|
136
|
|
|
95
|
|
||
Other
|
1
|
|
|
240
|
|
||
Cash provided from investing activities
|
29
|
|
|
1,110
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
4
|
|
|
4
|
|
||
Net change in cash, cash equivalents and restricted cash (B)
|
(945
|
)
|
|
676
|
|
||
Cash, cash equivalents and restricted cash at beginning of year (B)
|
2,153
|
|
|
1,878
|
|
||
Cash, cash equivalents and restricted cash at end of period (B)
|
$
|
1,208
|
|
|
$
|
2,554
|
|
|
Arconic Shareholders
|
|
|
|
|
||||||||||||||||||||||||||
|
Preferred
stock
|
|
Mandatory
convertible
preferred
stock
|
|
Common
stock
|
|
Additional
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Noncontrolling
interests
|
|
Total
Equity
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
55
|
|
|
$
|
3
|
|
|
$
|
438
|
|
|
$
|
8,214
|
|
|
$
|
(1,027
|
)
|
|
$
|
(2,568
|
)
|
|
$
|
26
|
|
|
$
|
5,141
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
322
|
|
||||||||
Other comprehensive income (J)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Preferred-Class A @ $0.9375 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Preferred-Class B @ $6.71875 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||||
Common @ $0.12 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||||
Common stock issued: compensation plans
|
—
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
1
|
|
|
9
|
|
||||||||
Balance at March 31, 2017
|
$
|
55
|
|
|
$
|
3
|
|
|
$
|
441
|
|
|
$
|
8,249
|
|
|
$
|
(768
|
)
|
|
$
|
(2,498
|
)
|
|
$
|
13
|
|
|
$
|
5,495
|
|
|
Arconic Shareholders
|
|
|
|
|
||||||||||||||||||||||||||
|
Preferred
stock
|
|
Mandatory
convertible
preferred
stock
|
|
Common
stock
|
|
Additional
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Noncontrolling
interests
|
|
Total
Equity
|
||||||||||||||||
Balance at December 31, 2017
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
481
|
|
|
$
|
8,266
|
|
|
$
|
(1,248
|
)
|
|
$
|
(2,644
|
)
|
|
$
|
14
|
|
|
$
|
4,924
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
||||||||
Other comprehensive income (J)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Preferred-Class A @ $0.9375 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Common @ $0.12 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Common stock issued: compensation plans
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Balance at March 31, 2018
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
483
|
|
|
$
|
8,280
|
|
|
$
|
(1,164
|
)
|
|
$
|
(2,386
|
)
|
|
$
|
14
|
|
|
$
|
5,282
|
|
|
|
|
Engineered
Products and
Solutions
|
|
Global Rolled
Products
|
|
Transportation
and Construction
Solutions
|
|
Total
Segment
|
||||||||
First quarter ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
$
|
1,190
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
1,389
|
|
Transportation
|
97
|
|
|
598
|
|
|
243
|
|
|
938
|
|
||||
Building and construction
|
—
|
|
|
48
|
|
|
285
|
|
|
333
|
|
||||
Industrial and other
|
254
|
|
|
521
|
|
|
9
|
|
|
784
|
|
||||
Total end-market revenue
|
$
|
1,541
|
|
|
$
|
1,366
|
|
|
$
|
537
|
|
|
$
|
3,444
|
|
|
|
|
|
|
|
|
|
||||||||
First quarter ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
$
|
1,155
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
1,370
|
|
Transportation
|
93
|
|
|
493
|
|
|
173
|
|
|
759
|
|
||||
Building and construction
|
—
|
|
|
49
|
|
|
262
|
|
|
311
|
|
||||
Industrial and other
|
239
|
|
|
491
|
|
|
21
|
|
|
751
|
|
||||
Total end-market revenue
|
$
|
1,487
|
|
|
$
|
1,248
|
|
|
$
|
456
|
|
|
$
|
3,191
|
|
|
Engineered
Products and
Solutions
|
|
Global Rolled
Products
|
|
Transportation
and Construction
Solutions
|
|
Total
Segment
|
||||||||
First quarter ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Third-party sales
|
$
|
1,541
|
|
|
$
|
1,366
|
|
|
$
|
537
|
|
|
$
|
3,444
|
|
Intersegment sales
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
||||
Total sales
|
$
|
1,541
|
|
|
$
|
1,408
|
|
|
$
|
537
|
|
|
$
|
3,486
|
|
Profit and loss:
|
|
|
|
|
|
|
|
||||||||
Segment operating profit
|
221
|
|
|
112
|
|
|
67
|
|
|
400
|
|
||||
Restructuring and other charges
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Provision for depreciation and amortization
|
71
|
|
|
51
|
|
|
13
|
|
|
135
|
|
||||
|
|
|
|
|
|
|
|
||||||||
First quarter ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Third-party sales
|
$
|
1,487
|
|
|
$
|
1,248
|
|
|
$
|
456
|
|
|
$
|
3,191
|
|
Intersegment sales
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Total sales
|
$
|
1,487
|
|
|
$
|
1,282
|
|
|
$
|
456
|
|
|
$
|
3,225
|
|
Profit and loss:
|
|
|
|
|
|
|
|
||||||||
Segment operating profit
|
247
|
|
|
136
|
|
|
68
|
|
|
451
|
|
||||
Restructuring and other charges
|
6
|
|
|
57
|
|
|
3
|
|
|
66
|
|
||||
Provision for depreciation and amortization
|
64
|
|
|
50
|
|
|
12
|
|
|
126
|
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total segment operating profit
|
$
|
400
|
|
|
$
|
451
|
|
Unallocated amounts:
|
|
|
|
||||
Restructuring and other charges
|
(7
|
)
|
|
(73
|
)
|
||
Corporate expense
|
(60
|
)
|
|
(95
|
)
|
||
Consolidated operating income
|
$
|
333
|
|
|
$
|
283
|
|
Interest expense
|
(114
|
)
|
|
(115
|
)
|
||
Other (expense) income, net
|
(20
|
)
|
|
316
|
|
||
Consolidated income before income taxes
|
$
|
199
|
|
|
$
|
484
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Engineered Products and Solutions
|
10,561
|
|
|
10,325
|
|
||
Global Rolled Products
|
4,193
|
|
|
3,955
|
|
||
Transportation and Construction Solutions
|
1,108
|
|
|
1,041
|
|
||
Total segment assets
|
$
|
15,862
|
|
|
$
|
15,321
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Total segment assets
|
$
|
15,862
|
|
|
$
|
15,321
|
|
Unallocated amounts:
|
|
|
|
||||
Cash and cash equivalents
|
1,205
|
|
|
2,150
|
|
||
Deferred income taxes
|
675
|
|
|
743
|
|
||
Corporate fixed assets, net
|
307
|
|
|
310
|
|
||
Fair value of derivative contracts
|
53
|
|
|
91
|
|
||
Other
|
117
|
|
|
103
|
|
||
Consolidated assets
|
$
|
18,219
|
|
|
$
|
18,718
|
|
|
Layoff
costs
|
|
Other exit
costs
|
|
Total
|
||||||
Reserve balances at December 31, 2016
|
$
|
50
|
|
|
$
|
9
|
|
|
$
|
59
|
|
Cash payments
|
(59
|
)
|
|
(6
|
)
|
|
(65
|
)
|
|||
Restructuring charges
|
64
|
|
|
1
|
|
|
65
|
|
|||
Other
(1)
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Reserve balances at December 31, 2017
|
56
|
|
|
2
|
|
|
58
|
|
|||
Cash payments
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Restructuring charges
|
9
|
|
|
—
|
|
|
9
|
|
|||
Other
(1)
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Reserve balances at March 31, 2018
|
$
|
36
|
|
|
$
|
2
|
|
|
$
|
38
|
|
(1)
|
Other includes reversals of previously recorded restructuring charges and the effects of foreign currency translation. In 2018, Other for layoff costs also included a reclassification of
$5
in pension costs, as this liability was reflected in Arconic’s separate liability for pension obligations. In 2017, Other for layoff costs also included a reclassification of a stock awards reversal of
$13
.
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Non-service related net periodic benefit cost
|
$
|
28
|
|
|
38
|
|
|
Interest income
|
(6
|
)
|
|
(4
|
)
|
||
Foreign currency gains, net
|
(3
|
)
|
|
(5
|
)
|
||
Net loss (gain) from asset sales
|
3
|
|
|
(349
|
)
|
||
Other, net
|
(2
|
)
|
|
4
|
|
||
|
$
|
20
|
|
|
$
|
(316
|
)
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Pension benefits
|
|
|
|
||||
Service cost
|
$
|
20
|
|
|
$
|
23
|
|
Interest cost
|
55
|
|
|
58
|
|
||
Expected return on plan assets
|
(77
|
)
|
|
(83
|
)
|
||
Recognized net actuarial loss
|
42
|
|
|
55
|
|
||
Amortization of prior service cost (benefit)
|
1
|
|
|
1
|
|
||
Curtailments
|
5
|
|
|
—
|
|
||
Net periodic benefit cost
(1)
|
$
|
46
|
|
|
$
|
54
|
|
|
|
|
|
||||
Other postretirement benefits
|
|
|
|
||||
Service cost
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
7
|
|
|
8
|
|
||
Recognized net actuarial loss
|
2
|
|
|
1
|
|
||
Amortization of prior service cost (benefit)
|
(2
|
)
|
|
(2
|
)
|
||
Net periodic benefit cost
(1)
|
$
|
9
|
|
|
$
|
9
|
|
(1)
|
Service cost was included within Cost of goods sold,
Selling, general administrative, and other expenses
, and
Research and development expenses
; curtailments were included in Restructuring and other charges; and all other cost components were recorded in
Other expense (income), net
in the Statement of Consolidated Operations.
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Pretax income at estimated annual effective income tax rate before discrete items
|
$
|
53
|
|
|
$
|
154
|
|
Interim period treatment of operational losses in foreign jurisdictions for which no tax benefit is recognized
|
1
|
|
|
7
|
|
||
Other discrete items
|
2
|
|
|
1
|
|
||
Provision for income taxes
|
$
|
56
|
|
|
$
|
162
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
143
|
|
|
$
|
322
|
|
Less: Preferred stock dividends declared
|
(1
|
)
|
|
(17
|
)
|
||
Net income available to Arconic common shareholders - basic
|
142
|
|
|
305
|
|
||
Add: Interest expense related to convertible notes
|
3
|
|
|
2
|
|
||
Add: Dividends related to mandatory convertible preferred stock
|
—
|
|
|
17
|
|
||
Net income available to Arconic common shareholders - diluted
|
$
|
145
|
|
|
$
|
324
|
|
|
|
|
|
||||
Average shares outstanding - basic
|
482
|
|
|
440
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
5
|
|
|
1
|
|
||
Stock and performance awards
|
2
|
|
|
5
|
|
||
Mandatory convertible preferred stock
|
—
|
|
|
39
|
|
||
Convertible notes
|
14
|
|
|
14
|
|
||
Average shares outstanding - diluted
|
503
|
|
|
499
|
|
|
First quarter ended
|
||||
|
March 31,
|
||||
|
2018
|
|
2017
|
||
Mandatory convertible preferred stock
|
—
|
|
|
—
|
|
Convertible notes
|
—
|
|
|
—
|
|
Stock options
(1)
|
6
|
|
|
—
|
|
Stock awards
|
—
|
|
|
4
|
|
(1)
|
The average exercise price of options was
$30.75
per share for the first quarter of
2018
.
|
|
Arconic
|
|
Noncontrolling Interests
|
||||||||||||
First quarter ended March 31,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Pension and other postretirement benefits (G)
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(2,230
|
)
|
|
$
|
(2,010
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial loss and prior service cost/benefit
|
137
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Tax (expense) benefit
|
(31
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total Other comprehensive income (loss) before reclassifications, net of tax
|
106
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss and prior service cost
(1)
|
48
|
|
|
55
|
|
|
—
|
|
|
—
|
|
||||
Tax expense
(2)
|
(11
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||
Total amount reclassified from Accumulated other comprehensive loss, net of tax
(5)
|
37
|
|
|
36
|
|
|
—
|
|
|
—
|
|
||||
Total Other comprehensive income
|
143
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
(2,087
|
)
|
|
$
|
(1,979
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(437
|
)
|
|
$
|
(689
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Other comprehensive income
(3)
|
122
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
(315
|
)
|
|
$
|
(622
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(2
|
)
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive loss
(4)
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
(2
|
)
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
25
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Net change from periodic revaluations
|
(6
|
)
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Tax benefit (expense)
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Total Other comprehensive (loss) income before reclassifications, net of tax
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Net amount reclassified to earnings
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax benefit
(2)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total amount reclassified from Accumulated other comprehensive loss, net of tax
(5)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Other comprehensive (loss) income
|
(7
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
18
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
These amounts were included in the computation of net periodic benefit cost for pension and other postretirement benefits (see Note G).
|
(2)
|
These amounts were included in Provision for income taxes on the accompanying Statement of Consolidated Operations.
|
(3)
|
In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings.
|
(4)
|
Realized gains and losses were included in Other expense (income), net on the accompanying Statement of Consolidated Operations.
|
(5)
|
A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Finished goods
|
$
|
718
|
|
|
$
|
669
|
|
Work-in-process
|
1,406
|
|
|
1,349
|
|
||
Purchased raw materials
|
435
|
|
|
381
|
|
||
Operating supplies
|
89
|
|
|
81
|
|
||
Total inventories
|
$
|
2,648
|
|
|
$
|
2,480
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land and land rights
|
$
|
142
|
|
|
$
|
140
|
|
Structures
|
2,413
|
|
|
2,395
|
|
||
Machinery and equipment
|
9,222
|
|
|
8,830
|
|
||
|
11,777
|
|
|
11,365
|
|
||
Less: accumulated depreciation and amortization
|
6,721
|
|
|
6,392
|
|
||
|
5,056
|
|
|
4,973
|
|
||
Construction work-in-progress
|
572
|
|
|
621
|
|
||
|
$
|
5,628
|
|
|
$
|
5,594
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
5.72% Notes, due 2019
|
—
|
|
|
500
|
|
||
1.63% Convertible Notes, due 2019
|
403
|
|
|
403
|
|
||
6.150% Notes, due 2020
|
1,000
|
|
|
1,000
|
|
||
5.40% Notes due 2021
|
1,250
|
|
|
1,250
|
|
||
5.87% Notes, due 2022
|
627
|
|
|
627
|
|
||
5.125% Notes, due 2024
|
1,250
|
|
|
1,250
|
|
||
5.90% Notes, due 2027
|
625
|
|
|
625
|
|
||
6.75% Bonds, due 2028
|
300
|
|
|
300
|
|
||
5.95% Notes, due 2037
|
625
|
|
|
625
|
|
||
Iowa Finance Authority Loan, due 2042
|
250
|
|
|
250
|
|
||
Other
(1)
|
(18
|
)
|
|
(23
|
)
|
||
Total debt
|
6,312
|
|
|
6,807
|
|
||
Less: amount due within one year
|
3
|
|
|
1
|
|
||
Total long-term debt
|
$
|
6,309
|
|
|
$
|
6,806
|
|
(1)
|
Includes various financing arrangements related to subsidiaries, unamortized debt discounts related to outstanding notes and bonds listed in the table above, an equity option related to the convertible notes due in 2019, and unamortized debt issuance costs.
|
•
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
value
|
|
Fair
value
|
|
Carrying
value
|
|
Fair
value
|
||||||||
Cash and cash equivalents
|
$
|
1,205
|
|
|
$
|
1,205
|
|
|
$
|
2,150
|
|
|
$
|
2,150
|
|
Restricted cash
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
||||
Derivatives – current asset
|
37
|
|
|
37
|
|
|
61
|
|
|
61
|
|
||||
Noncurrent receivables
|
20
|
|
|
20
|
|
|
20
|
|
|
20
|
|
||||
Derivatives – noncurrent asset
|
19
|
|
|
19
|
|
|
33
|
|
|
33
|
|
||||
Available-for-sale securities
|
96
|
|
|
96
|
|
|
106
|
|
|
106
|
|
||||
Short-term debt
|
45
|
|
|
45
|
|
|
38
|
|
|
38
|
|
||||
Derivatives – current liability
|
29
|
|
|
29
|
|
|
45
|
|
|
45
|
|
||||
Derivatives – noncurrent liability
|
8
|
|
|
8
|
|
|
14
|
|
|
14
|
|
||||
Long-term debt, less amount due within one year
|
6,309
|
|
|
6,631
|
|
|
6,806
|
|
|
7,443
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Third-party sales
|
$
|
1,541
|
|
|
$
|
1,487
|
|
Segment operating profit
|
221
|
|
|
247
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Third-party sales
|
$
|
1,366
|
|
|
$
|
1,248
|
|
Intersegment sales
|
42
|
|
|
34
|
|
||
Total sales
|
$
|
1,408
|
|
|
$
|
1,282
|
|
Segment operating profit
|
112
|
|
|
136
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Third-party sales
|
$
|
537
|
|
|
$
|
456
|
|
Segment operating profit
|
67
|
|
|
68
|
|
|
First quarter ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total segment operating profit
|
$
|
400
|
|
|
$
|
451
|
|
Unallocated amounts:
|
|
|
|
||||
Restructuring and other charges
|
(7
|
)
|
|
(73
|
)
|
||
Corporate expense
|
(60
|
)
|
|
(95
|
)
|
||
Consolidated operating income
|
$
|
333
|
|
|
$
|
283
|
|
Interest expense
|
(114
|
)
|
|
(115
|
)
|
||
Other (expense) income, net
|
(20
|
)
|
|
316
|
|
||
Consolidated income before income taxes
|
$
|
199
|
|
|
$
|
484
|
|
•
|
a decrease in
Restructuring and other charges
primarily due a loss on the sale of the Fusina, Italy rolling mill in the first quarter of 2017;
|
•
|
a decrease in
Corporate expense
primarily due to costs incurred in the first quarter of 2017 as a result of the separation of Alcoa Inc. of $18 and proxy, advisory and governance-related costs of $16 neither of which recurred in 2018; and
|
•
|
a decrease in
Other (expense) income, net
as a result of the $351 gain on the sale of a portion of Arconic’s investment in Alcoa Corporation common stock in the first quarter of 2017.
|
|
Long-Term Debt
|
Short-Term Debt
|
Outlook
|
Date of Last Update
|
Standard and Poor’s
|
BBB-
|
A-3
|
Stable
|
May 1, 2017
|
Moody’s
|
Ba2
|
Speculative Grade Liquidity-2
|
Stable
|
November 2, 2017
|
Fitch
|
BB+
|
B
|
Stable
|
July 3, 2017
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1, 2018 - January 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
February 1, 2018 - February 28, 2018
|
721
|
|
|
$
|
30.30
|
|
|
—
|
|
|
—
|
|
March 1, 2018 - March 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total for quarter ended March 31, 2018
|
721
|
|
|
$
|
30.30
|
|
|
—
|
|
|
—
|
|
(1)
|
This column includes the deemed surrender of existing shares of Arconic common stock to the Company by stock-based compensation plan participants to satisfy the exercise price of employee stock options at the time of exercise. These surrendered shares are not part of any publicly announced share repurchase program.
|
Terms and Conditions for Restricted Share Units for Annual Director Awards under the 2013 Arconic Stock Incentive Plan, as Amended and Restated, effective December 5, 2017.
|
|
Arconic Inc. Legal Fee Reimbursement Plan, effective as of April 30, 2018.
|
|
Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
|
Letter regarding unaudited interim financial information
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Arconic Inc.
|
|
|
May 1, 2018
|
/s/ Ken Giacobbe
|
Date
|
Ken Giacobbe
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
May 1, 2018
|
/s/ Paul Myron
|
Date
|
Paul Myron
|
|
Vice President and Controller
|
|
(Principal Accounting Officer)
|
•
|
Death
: a Restricted Share Unit held by a Participant who dies while a Director is not forfeited but becomes fully vested as of the date of the Participant's death.
|
•
|
Change in Control
: to the extent that (i) a Replacement Award is not provided to the Participant following a Change in Control; or (ii) the Participant’s service is not continued by the successor or survivor corporation in connection with or following such Change in Control, the Restricted Share Unit will become fully vested immediately prior to the consummation of the Change in Control subject to the Participant’s continued service through the date of such Change in Control.
|
•
|
Arconic Deferred Compensation Plan, as amended and restated
|
•
|
Arconic Deferred Fee Estate Enhancement Plan for Directors
|
•
|
Arconic Deferred Fee Plan for Directors
|
•
|
Amended and Restated Deferred Fee Plan for Directors
|
•
|
Arconic Fee Continuation Plan for Non-Employee Directors, as amended
|
•
|
Pechiney Corporation Deferred Compensation Plan, as amended
|
•
|
Arconic Employees’ Excess Benefits Plan A, as amended and restated
|
•
|
Arconic Employees’ Excess Benefits Plan B, as amended and restated
|
•
|
Arconic Employees’ Excess Benefits Plan C, as amended and restated
|
•
|
Arconic Supplemental Pension Plan for Senior Executives, as amended and restated
|
•
|
Arconic Global Pension Plan
|
•
|
Alumax LLC Excess Benefit Plan, as amended and restated
|
•
|
Howmet Corporation Retirement Income Makeup Plan “B”, as amended and restated
|
•
|
Howmet Corporation Supplemental Executive Retirement Plan, as amended and restated
|
•
|
Huck International Inc. Excess Benefit Plan for Selected Employees, as amended and restated
|
•
|
Arconic Executive Death Benefit Program, as amended
|
•
|
Arconic Executive Life Insurance Plan, as amended
|
•
|
Arconic Executive Permanent Life Insurance Plan, as amended
|
•
|
Alumax Executive Post Retirement Life Program, as amended
|
•
|
Alumax Split Dollar Life Insurance Plan, as amended
|
•
|
Reynolds Metals Company of Arconic Split Dollar Life Insurance Plan, as amended
|
For the first quarter of
|
2018
|
||
Earnings:
|
|
||
Income before income taxes
|
$
|
199
|
|
Fixed charges added to earnings
|
119
|
|
|
Amortization of capitalized interest:
|
|
||
Consolidated
|
3
|
|
|
Proportionate share of 50 percent-owned persons
|
—
|
|
|
Total earnings
|
$
|
321
|
|
Fixed Charges:
|
|
||
Interest expense
|
|
||
Consolidated
|
$
|
114
|
|
Proportionate share of 50 percent-owned persons
|
—
|
|
|
|
$
|
114
|
|
Amount representative of the interest factor in rents:
|
|
||
Consolidated
|
$
|
5
|
|
Proportionate share of 50 percent-owned persons
|
—
|
|
|
|
$
|
5
|
|
Fixed charges added to earnings
|
$
|
119
|
|
Interest capitalized:
|
|
||
Consolidated
|
$
|
5
|
|
Proportionate share of 50 percent-owned persons
|
—
|
|
|
|
$
|
5
|
|
Preferred stock dividend requirements of majority-owned subsidiaries
|
$
|
—
|
|
Total fixed charges
|
$
|
124
|
|
Pretax earnings required to pay preferred stock dividends*
|
1
|
|
|
Combined total fixed charges and preferred stock dividends
|
$
|
125
|
|
Ratio of earnings to fixed charges
|
2.59
|
|
|
Ratio of earnings to combined fixed charges and preferred stock dividends
|
2.57
|
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Pittsburgh, Pennsylvania
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Arconic Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Charles P. Blankenship
|
Name: Charles P. Blankenship
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Arconic Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ken Giacobbe
|
Name: Ken Giacobbe
|
Title: Executive Vice President and Chief Financial Officer
|
Dated:
|
May 1, 2018
|
/s/ Charles P. Blankenship
|
|
|
|
Name:
|
Charles P. Blankenship
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
Dated:
|
May 1, 2018
|
/s/ Ken Giacobbe
|
|
|
|
Name:
|
Ken Giacobbe
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|