Delaware
|
|
25-0317820
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, par value $1.00 per share
|
ARNC
|
New York Stock Exchange
|
$3.75 Cumulative Preferred Stock,
par value $100.00 per share |
ARNC PR
|
NYSE American
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Page(s)
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Part I
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|
Item 1.
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Item 1A.
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Item 1B.
|
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Item 2.
|
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Item 3.
|
||
Item 4.
|
||
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
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|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
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Part IV
|
|
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Item 15.
|
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Item 16.
|
||
|
•
|
Joining the Arconic Corporation Board of Directors will be: Timothy Myers; William Austen; Christopher Ayers*; Margaret Billson; Austin Camporin; Jacques Croisetiere; Elmer Doty*; Carol Eicher; Fritz Henderson; E. Stanley O’Neal*; and Jeffrey Stafeil.
|
•
|
Joining the Howmet Aerospace Board will be: Joseph Cantie; Robert Leduc; Jody Miller; and Nicole Piasecki.
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Item
|
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Page(s)
|
Discussion of Recent Business Developments:
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
|
|
|
|
||
Notes to Consolidated Financial Statements:
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|
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||
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||
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||
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||
|
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Segment Information:
|
|
|
Business Descriptions, Principal Products, Principal Markets, Methods of Distribution, Seasonality and Dependence Upon Customers:
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|
|
|
||
|
||
Financial Information about Segments and Geographic Areas:
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|
|
|
|
For the Year Ended
December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Innovative flat-rolled products
|
39
|
%
|
|
40
|
%
|
|
39
|
%
|
Engine products
|
24
|
%
|
|
21
|
%
|
|
21
|
%
|
Fastening systems
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Engineered structures
|
8
|
%
|
|
13
|
%
|
|
13
|
%
|
Country
|
|
Facility
|
|
Products
|
Australia
|
|
Oakleigh
|
|
Fasteners
|
Canada
|
|
Georgetown, Ontario2
|
|
Aerospace Castings
|
|
|
Laval, Québec
|
|
Aerospace Castings and Machining
|
China
|
|
Suzhou2
|
|
Fasteners, Rings and Forgings
|
France
|
|
Dives-sur-Mer
|
|
Aerospace and Industrial Gas Turbine Castings
|
|
|
Evron
|
|
Aerospace and Specialty Castings
|
|
|
Gennevilliers
|
|
Aerospace and Industrial Gas Turbine Castings
|
|
|
Montbrison
|
|
Fasteners
|
|
|
St. Cosme-en-Vairais2
|
|
Fasteners
|
|
|
Toulouse
|
|
Fasteners
|
|
|
Us-par-Vigny
|
|
Fasteners
|
Germany
|
|
Bestwig
|
|
Aerospace Castings
|
|
|
Erwitte
|
|
Aerospace Castings
|
|
|
Hildesheim-Bavenstedt2
|
|
Fasteners
|
|
|
Kelkheim2
|
|
Fasteners
|
Hungary
|
|
Nemesvámos
|
|
Fasteners
|
|
|
Székesfehérvár
|
|
Aerospace and Industrial Gas Turbine Castings and Forgings
|
Japan
|
|
JÔetsu City2
|
|
Forgings
|
|
|
Nomi
|
|
Aerospace and Industrial Gas Turbine Castings
|
Mexico
|
|
Ciudad Acuña2
|
|
Aerospace Castings/Fasteners and Rings
|
|
|
Monterrey
|
|
Forgings
|
Morocco
|
|
Casablanca2
|
|
Fasteners
|
United Kingdom
|
|
Ecclesfield
|
|
Ingot Castings
|
|
|
Exeter2
|
|
Aerospace and Industrial Gas Turbine Castings and Alloy
|
|
|
Glossop
|
|
Ingot Castings
|
|
|
Ickles
|
|
Ingot Castings
|
|
|
Leicester2
|
|
Fasteners
|
|
|
Low Moor
|
|
Extrusions
|
|
|
Redditch2
|
|
Fasteners
|
|
|
Telford
|
|
Fasteners
|
|
|
Welwyn Garden City
|
|
Aerospace Formed Parts
|
Country
|
|
Facility
|
|
Products
|
United States
|
|
Tucson, AZ2
|
|
Fasteners
|
|
|
Carson, CA2
|
|
Fasteners
|
|
|
City of Industry, CA2
|
|
Fasteners
|
|
|
Fontana, CA
|
|
Rings
|
|
|
Fullerton, CA2
|
|
Fasteners
|
|
|
Rancho Cucamonga, CA
|
|
Rings
|
|
|
Sylmar, CA
|
|
Fasteners
|
|
|
Torrance, CA
|
|
Fasteners
|
|
|
Branford, CT
|
|
Aerospace Coatings
|
|
|
Winsted, CT
|
|
Aerospace Machining
|
|
|
Savannah, GA
|
|
Forgings
|
|
|
La Porte, IN
|
|
Aerospace and Industrial Gas Turbine Castings
|
|
|
Whitehall, MI
|
|
Aerospace and Industrial Gas Turbine Castings and Coatings, Titanium Alloy and Specialty Products
|
|
|
Washington, MO
|
|
Aerospace Formed Parts, Titanium Mill Products
|
|
|
Big Lake, MN
|
|
Aerospace Machining
|
|
|
New Brighton, MN
|
|
Aerospace Machining
|
|
|
Dover, NJ
|
|
Aerospace and Industrial Gas Turbine Castings and Alloy
|
|
|
Verdi, NV
|
|
Rings
|
|
|
Kingston, NY2
|
|
Fasteners
|
|
|
Rochester, NY
|
|
Rings
|
|
|
Barberton, OH
|
|
Forgings
|
|
|
Canton, OH2
|
|
Ferro-Titanium Alloys and Titanium Mill Products
|
|
|
Cleveland, OH
|
|
Investment Casting Equipment, Aerospace Components, Castings, Forgings and Oil & Gas Drilling Products
|
|
|
Niles, OH
|
|
Titanium Mill Products
|
|
|
Morristown, TN2
|
|
Aerospace and Industrial Gas Turbine Ceramic Products
|
|
|
Houston, TX2
|
|
Extrusions
|
|
|
Waco, TX2
|
|
Fasteners
|
|
|
Wichita Falls, TX
|
|
Aerospace and Industrial Gas Turbine Castings
|
|
|
Hampton, VA2
|
|
Aerospace and Industrial Gas Turbine Castings
|
|
|
Martinsville, VA
|
|
Titanium Mill Products
|
1
|
Principal facilities are listed, and do not include 22 locations that serve as sales and administrative offices, distribution centers or warehouses.
|
2
|
Leased property or partially leased property.
|
Country
|
|
Location
|
|
Products
|
Canada
|
|
Lethbridge, Alberta
|
|
Architectural Products
|
China
|
|
Kunshan
|
|
Sheet and Plate
|
|
|
Qinhuangdao2
|
|
Sheet and Plate
|
France
|
|
Merxheim2
|
|
Architectural Products
|
Germany
|
|
Hannover2
|
|
Extrusions
|
Hungary
|
|
Székesfehérvár
|
|
Sheet and Plate/Slabs and Billets
|
South Korea
|
|
Kyoungnam
|
|
Extrusions
|
Russia
|
|
Samara
|
|
Sheet and Plate/Extrusions and Forgings
|
United Kingdom
|
|
Birmingham
|
|
Plate
|
|
|
Runcorn
|
|
Architectural Products
|
United States
|
|
Chandler, AZ2
|
|
Extrusions
|
|
|
Springdale, AR
|
|
Architectural Products
|
|
|
Visalia, CA
|
|
Architectural Products
|
|
|
Eastman, GA
|
|
Architectural Products
|
|
|
Danville, IL2
|
|
Sheet and Plate
|
|
|
Lafayette, IN
|
|
Extrusions
|
|
|
Davenport, IA
|
|
Sheet and Plate
|
|
|
Hutchinson, KS3
|
|
Sheet and Plate
|
|
|
Baltimore, MD2
|
|
Extrusions
|
|
|
Massena, NY
|
|
Extrusions
|
|
|
Bloomsburg, PA
|
|
Architectural Products
|
|
|
Cranberry, PA
|
|
Architectural Products
|
|
|
Lancaster, PA
|
|
Sheet and Plate
|
|
|
Alcoa, TN
|
|
Sheet
|
|
|
Texarkana, TX2, 4
|
|
Slabs
|
|
|
San Antonio, TX5
|
|
Micromill™
|
1
|
Principal facilities are listed, and do not include 20 locations that serve as service centers or administrative offices. These service centers perform light manufacturing, such as assembly and fabrication of certain products.
|
2
|
Leased property or partially leased property.
|
3
|
Properties are satellite locations of the Davenport, Iowa facility.
|
4
|
The aluminum slab that is cast at Texarkana is turned into aluminum sheets at Arconic’s expanded automotive facility in Davenport, Iowa and its rolling mill in Lancaster, Pennsylvania. In October 2018, the Company sold the rolling mill and cast house to Ta Chen International, Inc. and leased the cast house building and equipment for a term of 18 months. The Company’s lease expires April 30, 2020.
|
5
|
Micromill™ production facility produces sheet for automotive and industrial applications using Arconic innovative production process. The Company curtailed operations in San Antonio in late December 2019.
|
Engineered Products and Forgings
|
|
Global Rolled Products
|
Alloying materials
|
|
Alloying materials
|
Cobalt
|
|
Aluminum coil
|
Electricity
|
|
Aluminum scrap
|
Natural gas
|
|
Coatings
|
Nickel alloys
|
|
Electricity
|
Primary aluminum (ingot, billet, P1020, high purity)
|
|
Lube oil
|
Stainless steel
|
|
Natural gas
|
Steel
|
|
Packaging materials
|
Titanium alloys
|
|
Paint/Coating
|
Titanium sponge
|
|
Primary aluminum (ingot, slab, billet, P1020, high purity)
|
|
|
Resin
|
|
|
Steam
|
•
|
Doncasters Group Ltd. (UK) - investment castings
|
•
|
Consolidated Precision Products Corp., owned by Warburg Pincus - investment castings
|
•
|
Weber Metals, part of Otto Fuchs - precision forgings
|
•
|
Forgital - seamless rings
|
•
|
Frisa (Mexico) - seamless rings
|
•
|
Aleris
|
•
|
AMAG (Austria)
|
•
|
Constellium (Netherlands)
|
•
|
Granges (Sweden)
|
•
|
Hydro (Norway)
|
•
|
Kaiser Aluminum
|
•
|
Kobe (Japan)
|
•
|
Nanshan (China)
|
•
|
Novelis
|
•
|
UACJ (Japan)
|
•
|
Constellium (France)
|
•
|
Impol (Poland)
|
•
|
Kaiser
|
•
|
Otto Fuchs (Germany)
|
•
|
Taber
|
•
|
UAC (USA/Romania)
|
•
|
Unna (Germany)
|
•
|
Ye Fong (Taiwan)
|
•
|
North America - Apogee, Oldcastle and YKK
|
•
|
Europe - Schüco (Germany), Hydro/SAPA (Norway), Reynaers (Belgium) and Corialis (Belgium)
|
•
|
Composite Material - Alucobond (Switzerland), Alucoil (Spain) and Alpolic (Japan)
|
•
|
Coil Coated Sheet - Euramax, Novelis and Hydro (Norway)
|
•
|
economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and changes in local government laws, regulations and policies, such as those related to tariffs, sanctions and trade barriers (including tariffs imposed by the United States as well as retaliatory tariffs imposed by China or other foreign entities), taxation, exchange controls, employment regulations and repatriation of assets or earnings;
|
•
|
geopolitical risks such as political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, and renegotiation or nullification of existing agreements;
|
•
|
war or terrorist activities;
|
•
|
kidnapping of personnel;
|
•
|
major public health issues such as an outbreak of a pandemic or epidemic (such as Sudden Acute Respiratory Syndrome, Avian Influenza, H7N9 virus, coronavirus (including the novel strain that surfaced in Wuhan, China in December 2019, which has resulted in travel restrictions and shutdown of certain businesses in the region), or the Ebola virus), which could cause disruptions in Arconic’s operations, workforce or supply chain;
|
•
|
difficulties enforcing contractual rights and intellectual property, including a lack of remedies for misappropriation in certain jurisdictions;
|
•
|
changes in trade and tax laws that may result in our customers being subjected to increased taxes, duties and tariffs and reduce their willingness to use our services in countries in which we are currently manufacturing their products;
|
•
|
rising labor costs;
|
•
|
labor unrest, including strikes;
|
•
|
compliance with antitrust and competition regulations;
|
•
|
compliance with foreign labor laws, which generally provide for increased notice, severance and consultation requirements compared to U.S. laws;
|
•
|
aggressive, selective or lax enforcement of laws and regulations by national governmental authorities;
|
•
|
compliance with the Foreign Corrupt Practices Act and other anti-bribery and corruption laws;
|
•
|
compliance with U.S. laws concerning trade, including the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions, regulations and embargoes administered by the U.S. Department of Treasury’s Office of Foreign Assets Control;
|
•
|
imposition of currency controls; and
|
•
|
adverse tax audit rulings,
|
•
|
identify and evolve with emerging technological and broader industry trends in Arconic’s target end-markets;
|
•
|
identify and successfully execute on a strategy to remain an essential and sustainable element of its customers’ supply chains;
|
•
|
fund, develop, manufacture and bring innovative new products and services to market quickly and cost-effectively;
|
•
|
monitor disruptive technologies and understand customers’ and competitors’ abilities to deploy those disruptive technologies; and
|
•
|
achieve sufficient return on investment for new products based on capital expenditures and research and development spending.
|
•
|
have economic or business interests or goals that are inconsistent with or opposed to those of the Company;
|
•
|
exercise veto rights to block actions that Arconic believes to be in our or the joint venture’s or strategic alliance’s best interests;
|
•
|
take action contrary to Arconic’s policies or objectives with respect to investments; or
|
•
|
as a result of financial or other difficulties, be unable or unwilling to fulfill their obligations under the joint venture, strategic alliance or other agreements, such as contributing capital to expansion or maintenance projects.
|
As of December 31,
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Arconic Inc.
|
$
|
100
|
|
|
$
|
63.15
|
|
|
$
|
53.54
|
|
|
$
|
79.44
|
|
|
$
|
49.70
|
|
|
$
|
91.24
|
|
S&P 500® Index
|
100
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
||||||
S&P 500® Industrials Index
|
100
|
|
|
97.47
|
|
|
115.85
|
|
|
140.22
|
|
|
121.58
|
|
|
157.29
|
|
||||||
S&P Aerospace & Defense Select Industry Index
|
100
|
|
|
105.43
|
|
|
125.36
|
|
|
177.24
|
|
|
162.93
|
|
|
212.35
|
|
Period
|
|
Total Number
of Shares Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Repurchase
Plans or
Programs(1)
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
|
||||||
October 1 - October 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
400,000,000
|
|
November 1 - November 30, 2019(2)
|
|
1,626,681
|
|
|
$
|
30.74
|
|
|
1,626,681
|
|
|
$
|
350,000,000
|
|
December 1 - December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
350,000,000
|
|
Total for quarter ended
December 31, 2019
|
|
1,626,681
|
|
|
|
|
|
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Sales
|
$
|
14,192
|
|
|
$
|
14,014
|
|
|
$
|
12,960
|
|
|
$
|
12,394
|
|
|
$
|
12,413
|
|
Amounts attributable to Arconic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
|
$
|
(1,062
|
)
|
|
$
|
(157
|
)
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
(165
|
)
|
|||||
Net income (loss)
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
|
$
|
(941
|
)
|
|
$
|
(322
|
)
|
Earnings (loss) per share attributable to Arconic common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
1.05
|
|
|
$
|
1.33
|
|
|
$
|
(0.28
|
)
|
|
$
|
(2.58
|
)
|
|
$
|
(0.54
|
)
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.27
|
|
|
(0.39
|
)
|
|||||
Net income (loss)
|
$
|
1.05
|
|
|
$
|
1.33
|
|
|
$
|
(0.28
|
)
|
|
$
|
(2.31
|
)
|
|
$
|
(0.93
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
1.03
|
|
|
$
|
1.30
|
|
|
$
|
(0.28
|
)
|
|
$
|
(2.58
|
)
|
|
$
|
(0.54
|
)
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.27
|
|
|
(0.39
|
)
|
|||||
Net income (loss)
|
$
|
1.03
|
|
|
$
|
1.30
|
|
|
$
|
(0.28
|
)
|
|
$
|
(2.31
|
)
|
|
$
|
(0.93
|
)
|
Cash dividends declared per common share
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Total assets
|
17,578
|
|
|
18,693
|
|
|
18,718
|
|
|
20,038
|
|
|
36,477
|
|
|||||
Total debt
|
5,940
|
|
|
6,330
|
|
|
6,844
|
|
|
8,084
|
|
|
8,827
|
|
|||||
Cash provided from (used for) operations
|
406
|
|
|
217
|
|
|
(39
|
)
|
|
95
|
|
|
764
|
|
|||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures—continuing operations
|
586
|
|
|
768
|
|
|
596
|
|
|
827
|
|
|
789
|
|
|||||
Capital expenditures—discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
391
|
|
|||||
Total capital expenditures
|
$
|
586
|
|
|
$
|
768
|
|
|
$
|
596
|
|
|
$
|
1,125
|
|
|
$
|
1,180
|
|
•
|
Sales of $14,192, up 1% from 2018, with growth in key end markets, and Net income of $470, or $1.03 per diluted share;
|
•
|
Total segment operating profit of $2,015, an increase of $429, or 27%, from 20181;
|
•
|
Cash provided from operations of $406; cash used for financing activities of $1,568, reflecting the Company’s repurchase of $1,150 of its common stock and the repayment of convertible notes in 2019; and cash provided from investing activities of $583;
|
•
|
Cash on hand at the end of the year of $1,648; and
|
•
|
Total debt of $5,940, a decrease of $390 from 2018, reflecting repayment of $403 of convertible notes in October 2019.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Third-party sales
|
$
|
7,105
|
|
|
$
|
6,798
|
|
|
$
|
6,300
|
|
Segment operating profit
|
$
|
1,390
|
|
|
$
|
1,105
|
|
|
$
|
1,119
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Third-party sales
|
$
|
7,082
|
|
|
$
|
7,223
|
|
|
$
|
6,540
|
|
Intersegment sales
|
183
|
|
|
205
|
|
|
183
|
|
|||
Total sales
|
$
|
7,265
|
|
|
$
|
7,428
|
|
|
$
|
6,723
|
|
Segment operating profit
|
$
|
625
|
|
|
$
|
481
|
|
|
$
|
570
|
|
Third-party aluminum shipments (kmt)
|
1,379
|
|
|
1,301
|
|
|
1,249
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total segment operating profit
|
$
|
2,015
|
|
|
$
|
1,586
|
|
|
$
|
1,689
|
|
Unallocated amounts:
|
|
|
|
|
|
||||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
(719
|
)
|
|||
Restructuring and other charges
|
(620
|
)
|
|
(9
|
)
|
|
(165
|
)
|
|||
Corporate expense
|
(360
|
)
|
|
(252
|
)
|
|
(325
|
)
|
|||
Consolidated operating income
|
$
|
1,035
|
|
|
$
|
1,325
|
|
|
$
|
480
|
|
Interest expense
|
(338
|
)
|
|
(378
|
)
|
|
(496
|
)
|
|||
Other (expense) income, net
|
(122
|
)
|
|
(79
|
)
|
|
486
|
|
|||
Consolidated income from continuing operations before income taxes
|
$
|
575
|
|
|
$
|
868
|
|
|
$
|
470
|
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy-related purchase obligations
|
$
|
57
|
|
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Raw material purchase obligations
|
569
|
|
|
495
|
|
|
64
|
|
|
8
|
|
|
2
|
|
|||||
Other purchase obligations
|
134
|
|
|
80
|
|
|
49
|
|
|
5
|
|
|
—
|
|
|||||
Operating leases
|
317
|
|
|
81
|
|
|
108
|
|
|
58
|
|
|
70
|
|
|||||
Interest related to total debt
|
1,975
|
|
|
344
|
|
|
444
|
|
|
344
|
|
|
843
|
|
|||||
Estimated minimum required pension funding
|
1,705
|
|
|
475
|
|
|
655
|
|
|
575
|
|
|
—
|
|
|||||
Other postretirement benefit payments
|
655
|
|
|
80
|
|
|
160
|
|
|
155
|
|
|
260
|
|
|||||
Layoff and other restructuring payments
|
34
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue arrangements
|
36
|
|
|
6
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|||||
Uncertain tax positions
|
220
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
5,940
|
|
|
1,028
|
|
|
1,871
|
|
|
1,246
|
|
|
1,795
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital projects
|
401
|
|
|
247
|
|
|
121
|
|
|
33
|
|
|
—
|
|
|||||
Totals
|
$
|
12,043
|
|
|
$
|
2,899
|
|
|
$
|
3,527
|
|
|
$
|
2,427
|
|
|
$
|
3,190
|
|
/s/ John C. Plant
|
John C. Plant
Chairman and Chief Executive Officer
|
/s/ Ken Giacobbe
|
Ken Giacobbe
Executive Vice President and
Chief Financial Officer
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
$
|
14,192
|
|
|
$
|
14,014
|
|
|
$
|
12,960
|
|
|
Cost of goods sold (exclusive of expenses below)
|
11,227
|
|
|
11,397
|
|
|
10,221
|
|
|||
Selling, general administrative, and other expenses
|
704
|
|
|
604
|
|
|
715
|
|
|||
Research and development expenses
|
70
|
|
|
103
|
|
|
109
|
|
|||
Provision for depreciation and amortization
|
536
|
|
|
576
|
|
|
551
|
|
|||
—
|
|
|
—
|
|
|
719
|
|
||||
620
|
|
|
9
|
|
|
165
|
|
||||
Operating income
|
1,035
|
|
|
1,325
|
|
|
480
|
|
|||
338
|
|
|
378
|
|
|
496
|
|
||||
122
|
|
|
79
|
|
|
(486
|
)
|
||||
Income before income taxes
|
575
|
|
|
868
|
|
|
470
|
|
|||
105
|
|
|
226
|
|
|
544
|
|
||||
Net income (loss)
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
477
|
|
|
$
|
651
|
|
|
$
|
(127
|
)
|
Earnings (loss) per share - basic
|
$
|
1.05
|
|
|
$
|
1.33
|
|
|
$
|
(0.28
|
)
|
Earnings (loss) per share - diluted
|
$
|
1.03
|
|
|
$
|
1.30
|
|
|
$
|
(0.28
|
)
|
|
|
|
|
|
|||||||
Average shares outstanding - basic
|
446
|
|
|
483
|
|
|
451
|
|
|||
Average shares outstanding - diluted
|
463
|
|
|
503
|
|
|
451
|
|
|
Arconic
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||||||||||||||
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Net income (loss)
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Change in unrecognized net actuarial loss and prior service cost/benefit related to pension and other postretirement benefits
|
(388
|
)
|
|
255
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|
255
|
|
|
(220
|
)
|
|||||||||
Foreign currency translation adjustments
|
(13
|
)
|
|
(146
|
)
|
|
252
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(13
|
)
|
|
(146
|
)
|
|
254
|
|
|||||||||
Net change in unrealized gains on debt securities
|
3
|
|
|
(1
|
)
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
(134
|
)
|
|||||||||
Net change in unrecognized gains/losses on cash flow hedges
|
(3
|
)
|
|
(23
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(23
|
)
|
|
26
|
|
|||||||||
Total Other comprehensive (loss) income, net of tax
|
(401
|
)
|
|
85
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(401
|
)
|
|
85
|
|
|
(74
|
)
|
|||||||||
Comprehensive income (loss)
|
$
|
69
|
|
|
$
|
727
|
|
|
$
|
(150
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
69
|
|
|
$
|
727
|
|
|
$
|
(148
|
)
|
December 31,
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,648
|
|
|
$
|
2,277
|
|
967
|
|
|
1,047
|
|
|||
484
|
|
|
451
|
|
|||
2,429
|
|
|
2,492
|
|
|||
Prepaid expenses and other current assets
|
314
|
|
|
314
|
|
||
Total current assets
|
5,842
|
|
|
6,581
|
|
||
5,463
|
|
|
5,704
|
|
|||
4,493
|
|
|
4,500
|
|
|||
608
|
|
|
573
|
|
|||
658
|
|
|
919
|
|
|||
514
|
|
|
416
|
|
|||
Total assets
|
$
|
17,578
|
|
|
$
|
18,693
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, trade
|
$
|
2,043
|
|
|
$
|
2,129
|
|
Accrued compensation and retirement costs
|
432
|
|
|
370
|
|
||
Taxes, including income taxes
|
87
|
|
|
118
|
|
||
Accrued interest payable
|
112
|
|
|
113
|
|
||
418
|
|
|
356
|
|
|||
1,034
|
|
|
434
|
|
|||
Total current liabilities
|
4,126
|
|
|
3,520
|
|
||
4,906
|
|
|
5,896
|
|
|||
2,460
|
|
|
2,230
|
|
|||
714
|
|
|
723
|
|
|||
751
|
|
|
739
|
|
|||
Total liabilities
|
12,957
|
|
|
13,108
|
|
||
|
|
|
|||||
Equity
|
|
|
|
||||
Arconic shareholders’ equity:
|
|
|
|
||||
55
|
|
|
55
|
|
|||
433
|
|
|
483
|
|
|||
7,319
|
|
|
8,319
|
|
|||
129
|
|
|
(358
|
)
|
|||
(3,329
|
)
|
|
(2,926
|
)
|
|||
Total Arconic shareholders’ equity
|
4,607
|
|
|
5,573
|
|
||
Noncontrolling interests
|
14
|
|
|
12
|
|
||
Total equity
|
4,621
|
|
|
5,585
|
|
||
Total liabilities and equity
|
$
|
17,578
|
|
|
$
|
18,693
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
Adjustments to reconcile net income (loss) to cash provided from (used for) operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
536
|
|
|
576
|
|
|
551
|
|
|||
Deferred income taxes
|
(19
|
)
|
|
31
|
|
|
434
|
|
|||
—
|
|
|
—
|
|
|
719
|
|
||||
Restructuring and other charges
|
620
|
|
|
9
|
|
|
165
|
|
|||
Net loss (gain) from investing activities - asset sales
|
7
|
|
|
10
|
|
|
(513
|
)
|
|||
115
|
|
|
130
|
|
|
217
|
|
||||
Stock-based compensation
|
60
|
|
|
50
|
|
|
67
|
|
|||
Other
|
13
|
|
|
75
|
|
|
112
|
|
|||
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:
|
|
|
|
|
|
||||||
(Increase) in receivables
|
(977
|
)
|
|
(1,142
|
)
|
|
(915
|
)
|
|||
(Increase) in inventories
|
(3
|
)
|
|
(74
|
)
|
|
(192
|
)
|
|||
Decrease (increase) in prepaid expenses and other current assets
|
4
|
|
|
(1
|
)
|
|
11
|
|
|||
(Decrease) increase in accounts payable, trade
|
(56
|
)
|
|
339
|
|
|
62
|
|
|||
(Decrease) in accrued expenses
|
(42
|
)
|
|
(190
|
)
|
|
(116
|
)
|
|||
(Decrease) increase in taxes, including income taxes
|
(2
|
)
|
|
104
|
|
|
(23
|
)
|
|||
Pension contributions
|
(268
|
)
|
|
(298
|
)
|
|
(310
|
)
|
|||
(Increase) in noncurrent assets
|
(7
|
)
|
|
(20
|
)
|
|
(41
|
)
|
|||
(Decrease) in noncurrent liabilities
|
(45
|
)
|
|
(24
|
)
|
|
(193
|
)
|
|||
Cash provided from (used for) operations
|
406
|
|
|
217
|
|
|
(39
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in short-term borrowings (original maturities of three months or less)
|
2
|
|
|
(7
|
)
|
|
(2
|
)
|
|||
400
|
|
|
600
|
|
|
816
|
|
||||
(806
|
)
|
|
(1,103
|
)
|
|
(1,634
|
)
|
||||
—
|
|
|
(17
|
)
|
|
(52
|
)
|
||||
Proceeds from exercise of employee stock options
|
56
|
|
|
16
|
|
|
50
|
|
|||
Dividends paid to shareholders
|
(57
|
)
|
|
(119
|
)
|
|
(162
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
(1,150
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
(13
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|||
Cash used for financing activities
|
(1,568
|
)
|
|
(649
|
)
|
|
(1,015
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(586
|
)
|
|
(768
|
)
|
|
(596
|
)
|
|||
103
|
|
|
309
|
|
|
(9
|
)
|
||||
73
|
|
|
9
|
|
|
890
|
|
||||
995
|
|
|
1,016
|
|
|
792
|
|
||||
(2
|
)
|
|
(1
|
)
|
|
243
|
|
||||
Cash provided from investing activities
|
583
|
|
|
565
|
|
|
1,320
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(4
|
)
|
|
9
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
(579
|
)
|
|
129
|
|
|
275
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
2,282
|
|
|
2,153
|
|
|
1,878
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
1,703
|
|
|
$
|
2,282
|
|
|
$
|
2,153
|
|
|
Arconic Shareholders
|
|
|
|||||||||||||||||||||
|
Preferred
stock
|
Mandatory
convertible
preferred
stock
|
Common
stock
|
Additional
capital
|
Retained earnings (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 loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(74
|
)
|
—
|
|
—
|
|
(74
|
)
|
||||||||
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(76
|
)
|
2
|
|
(74
|
)
|
|||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Preferred–Class A @ $3.75 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||||||
Preferred–Class B @ $20.1563 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(51
|
)
|
—
|
|
—
|
|
(51
|
)
|
||||||||
Common @ $0.24 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(109
|
)
|
—
|
|
—
|
|
(109
|
)
|
||||||||
—
|
|
—
|
|
—
|
|
67
|
|
—
|
|
—
|
|
—
|
|
67
|
|
|||||||||
—
|
|
—
|
|
—
|
|
21
|
|
—
|
|
—
|
|
—
|
|
21
|
|
|||||||||
—
|
|
(3
|
)
|
39
|
|
(36
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
—
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||||||
Distributions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
(14
|
)
|
||||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
15
|
|
—
|
|
—
|
|
15
|
|
||||||||
Balance at December 31, 2017
|
$
|
55
|
|
$
|
—
|
|
$
|
481
|
|
$
|
8,266
|
|
$
|
(1,248
|
)
|
$
|
(2,644
|
)
|
$
|
14
|
|
$
|
4,924
|
|
—
|
|
—
|
|
—
|
|
—
|
|
367
|
|
(367
|
)
|
—
|
|
—
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
642
|
|
—
|
|
—
|
|
642
|
|
||||||||
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
85
|
|
—
|
|
85
|
|
|||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Preferred–Class A @ $3.75 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||||||
Common @ $0.24 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(117
|
)
|
—
|
|
—
|
|
(117
|
)
|
||||||||
—
|
|
—
|
|
—
|
|
50
|
|
—
|
|
—
|
|
—
|
|
50
|
|
|||||||||
—
|
|
—
|
|
2
|
|
3
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|||||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||||||
Balance at December 31, 2018
|
$
|
55
|
|
$
|
—
|
|
$
|
483
|
|
$
|
8,319
|
|
$
|
(358
|
)
|
$
|
(2,926
|
)
|
$
|
12
|
|
$
|
5,585
|
|
—
|
|
—
|
|
—
|
|
—
|
|
75
|
|
(2
|
)
|
—
|
|
73
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
470
|
|
—
|
|
—
|
|
470
|
|
||||||||
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(401
|
)
|
—
|
|
(401
|
)
|
|||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Preferred–Class A @ $3.75 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||||||
Common @ $0.12 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(56
|
)
|
—
|
|
—
|
|
(56
|
)
|
||||||||
—
|
|
—
|
|
(55
|
)
|
(1,095
|
)
|
—
|
|
—
|
|
—
|
|
(1,150
|
)
|
|||||||||
—
|
|
—
|
|
—
|
|
57
|
|
—
|
|
—
|
|
—
|
|
57
|
|
|||||||||
—
|
|
—
|
|
5
|
|
36
|
|
—
|
|
—
|
|
—
|
|
41
|
|
|||||||||
Other
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
4
|
|
||||||||
Balance at December 31, 2019
|
$
|
55
|
|
$
|
—
|
|
$
|
433
|
|
$
|
7,319
|
|
$
|
129
|
|
$
|
(3,329
|
)
|
$
|
14
|
|
$
|
4,621
|
|
|
Structures
|
|
Machinery and equipment
|
Engineered Products and Forgings
|
29
|
|
17
|
Global Rolled Products
|
31
|
|
21
|
|
Software
|
|
Other intangible assets
|
Engineered Products and Forgings
|
5
|
|
32
|
Global Rolled Products
|
5
|
|
13
|
|
Engineered Products and Forgings
|
|
Global Rolled Products
|
|
Total
|
||||||
2019
|
|
|
|
|
|
||||||
Sales:
|
|
|
|
|
|
||||||
Third-party sales
|
$
|
7,105
|
|
|
$
|
7,082
|
|
|
$
|
14,187
|
|
Intersegment sales
|
—
|
|
|
183
|
|
|
183
|
|
|||
Total segment sales
|
$
|
7,105
|
|
|
$
|
7,265
|
|
|
$
|
14,370
|
|
Profit and loss:
|
|
|
|
|
|
||||||
Segment operating profit
|
$
|
1,390
|
|
|
$
|
625
|
|
|
$
|
2,015
|
|
Restructuring and other charges
|
509
|
|
|
81
|
|
|
590
|
|
|||
Provision for depreciation and amortization
|
269
|
|
|
233
|
|
|
502
|
|
|||
2018
|
|
|
|
|
|
||||||
Sales:
|
|
|
|
|
|
||||||
Third-party sales
|
$
|
6,798
|
|
|
$
|
7,223
|
|
|
$
|
14,021
|
|
Intersegment sales
|
—
|
|
|
205
|
|
|
205
|
|
|||
Total segment sales
|
$
|
6,798
|
|
|
$
|
7,428
|
|
|
$
|
14,226
|
|
Profit and loss:
|
|
|
|
|
|
||||||
Segment operating profit
|
$
|
1,105
|
|
|
$
|
481
|
|
|
$
|
1,586
|
|
Restructuring and other charges
|
70
|
|
|
(157
|
)
|
|
(87
|
)
|
|||
Provision for depreciation and amortization
|
289
|
|
|
253
|
|
|
542
|
|
|||
2017
|
|
|
|
|
|
||||||
Sales:
|
|
|
|
|
|
||||||
Third-party sales
|
$
|
6,300
|
|
|
$
|
6,540
|
|
|
$
|
12,840
|
|
Intersegment sales
|
—
|
|
|
183
|
|
|
183
|
|
|||
Total segment sales
|
$
|
6,300
|
|
|
$
|
6,723
|
|
|
$
|
13,023
|
|
Profit and loss:
|
|
|
|
|
|
||||||
Segment operating profit
|
$
|
1,119
|
|
|
$
|
570
|
|
|
$
|
1,689
|
|
Restructuring and other charges
|
30
|
|
|
83
|
|
|
113
|
|
|||
Provision for depreciation and amortization
|
275
|
|
|
243
|
|
|
518
|
|
|||
2019
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
344
|
|
|
$
|
189
|
|
|
$
|
533
|
|
Goodwill
|
4,067
|
|
|
426
|
|
|
4,493
|
|
|||
Total assets(1)
|
10,034
|
|
|
4,907
|
|
|
14,941
|
|
|||
2018
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
407
|
|
|
$
|
308
|
|
|
$
|
715
|
|
Goodwill
|
4,186
|
|
|
314
|
|
|
4,500
|
|
|||
Total assets
|
10,494
|
|
|
4,845
|
|
|
15,339
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Sales:
|
|
|
|
|
|
||||||
Total segment sales
|
$
|
14,370
|
|
|
$
|
14,226
|
|
|
$
|
13,023
|
|
Elimination of intersegment sales
|
(183
|
)
|
|
(205
|
)
|
|
(183
|
)
|
|||
Corporate
|
5
|
|
|
(7
|
)
|
|
120
|
|
|||
Consolidated sales
|
$
|
14,192
|
|
|
$
|
14,014
|
|
|
$
|
12,960
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Total segment operating profit
|
$
|
2,015
|
|
|
$
|
1,586
|
|
|
$
|
1,689
|
|
Unallocated amounts:
|
|
|
|
|
|
||||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
(719
|
)
|
|||
Restructuring and other charges
|
(620
|
)
|
|
(9
|
)
|
|
(165
|
)
|
|||
Corporate expense
|
(360
|
)
|
|
(252
|
)
|
|
(325
|
)
|
|||
Consolidated operating income
|
$
|
1,035
|
|
|
$
|
1,325
|
|
|
$
|
480
|
|
Interest expense
|
(338
|
)
|
|
(378
|
)
|
|
(496
|
)
|
|||
Other (expense) income, net
|
(122
|
)
|
|
(79
|
)
|
|
486
|
|
|||
Consolidated income before income taxes
|
$
|
575
|
|
|
$
|
868
|
|
|
$
|
470
|
|
December 31,
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Total segment assets
|
$
|
14,941
|
|
|
$
|
15,339
|
|
Unallocated amounts:
|
|
|
|
||||
Cash and cash equivalents
|
1,648
|
|
|
2,277
|
|
||
Deferred income taxes
|
608
|
|
|
573
|
|
||
Corporate fixed assets, net
|
326
|
|
|
334
|
|
||
Fair value of derivative contracts
|
6
|
|
|
37
|
|
||
Other
|
49
|
|
|
133
|
|
||
Consolidated assets
|
$
|
17,578
|
|
|
$
|
18,693
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Sales:
|
|
|
|
|
|
||||||
Innovative flat-rolled products
|
$
|
5,471
|
|
|
$
|
5,604
|
|
|
$
|
5,000
|
|
Engine products
|
3,452
|
|
|
3,220
|
|
|
2,965
|
|
|||
Fastening systems
|
1,561
|
|
|
1,531
|
|
|
1,484
|
|
|||
Engineered structures
|
1,123
|
|
|
1,081
|
|
|
1,023
|
|
|||
Architectural aluminum systems
|
1,118
|
|
|
1,135
|
|
|
1,069
|
|
|||
Forged wheels
|
969
|
|
|
966
|
|
|
828
|
|
|||
Aluminum extrusions
|
493
|
|
|
484
|
|
|
471
|
|
|||
Other
|
5
|
|
|
(7
|
)
|
|
120
|
|
|||
|
$
|
14,192
|
|
|
$
|
14,014
|
|
|
$
|
12,960
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
9,548
|
|
|
$
|
9,137
|
|
|
$
|
8,167
|
|
France
|
864
|
|
|
936
|
|
|
965
|
|
|||
United Kingdom
|
732
|
|
|
737
|
|
|
721
|
|
|||
Hungary
|
719
|
|
|
823
|
|
|
739
|
|
|||
China
|
630
|
|
|
632
|
|
|
615
|
|
|||
Russia
|
511
|
|
|
553
|
|
|
500
|
|
|||
Germany
|
322
|
|
|
302
|
|
|
309
|
|
|||
Canada
|
313
|
|
|
285
|
|
|
261
|
|
|||
Japan
|
190
|
|
|
170
|
|
|
141
|
|
|||
Brazil
|
159
|
|
|
214
|
|
|
285
|
|
|||
Other
|
204
|
|
|
225
|
|
|
257
|
|
|||
|
$
|
14,192
|
|
|
$
|
14,014
|
|
|
$
|
12,960
|
|
December 31,
|
2019
|
|
2018
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
4,193
|
|
|
$
|
4,148
|
|
China
|
338
|
|
|
326
|
|
||
Hungary
|
302
|
|
|
257
|
|
||
Russia
|
233
|
|
|
253
|
|
||
United Kingdom
|
189
|
|
|
253
|
|
||
France
|
185
|
|
|
163
|
|
||
Germany
|
86
|
|
|
84
|
|
||
Canada
|
57
|
|
|
61
|
|
||
Mexico
|
57
|
|
|
45
|
|
||
Brazil
|
5
|
|
|
54
|
|
||
Other
|
69
|
|
|
60
|
|
||
|
$
|
5,714
|
|
|
$
|
5,704
|
|
For the year ended December 31,
|
Engineered
Products and
Forgings
|
|
Global Rolled
Products
|
|
Total
Segment
|
||||||
2019
|
|
|
|
|
|
||||||
Aerospace
|
$
|
5,075
|
|
|
$
|
1,251
|
|
|
$
|
6,326
|
|
Transportation
|
1,289
|
|
|
2,418
|
|
|
3,707
|
|
|||
Building and construction
|
—
|
|
|
1,300
|
|
|
1,300
|
|
|||
Industrial and Other
|
741
|
|
|
2,113
|
|
|
2,854
|
|
|||
Total end-market revenue
|
$
|
7,105
|
|
|
$
|
7,082
|
|
|
$
|
14,187
|
|
|
|
|
|
|
|
||||||
2018
|
|
|
|
|
|
||||||
Aerospace
|
$
|
4,722
|
|
|
$
|
1,116
|
|
|
$
|
5,838
|
|
Transportation
|
1,302
|
|
|
2,550
|
|
|
3,852
|
|
|||
Building and construction
|
—
|
|
|
1,357
|
|
|
1,357
|
|
|||
Industrial and Other
|
774
|
|
|
2,200
|
|
|
2,974
|
|
|||
Total end-market revenue
|
$
|
6,798
|
|
|
$
|
7,223
|
|
|
$
|
14,021
|
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Aerospace
|
$
|
4,347
|
|
|
$
|
1,109
|
|
|
$
|
5,456
|
|
Transportation
|
1,098
|
|
|
2,072
|
|
|
3,170
|
|
|||
Building and construction
|
—
|
|
|
1,269
|
|
|
1,269
|
|
|||
Industrial and Other
|
855
|
|
|
2,090
|
|
|
2,945
|
|
|||
Total end-market revenue
|
$
|
6,300
|
|
|
$
|
6,540
|
|
|
$
|
12,840
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Non-cash asset impairments
|
$
|
570
|
|
|
$
|
13
|
|
|
$
|
58
|
|
Layoff costs
|
103
|
|
|
20
|
|
|
64
|
|
|||
Pension and Other postretirement benefits - net settlement and curtailment charges
|
(49
|
)
|
|
91
|
|
|
—
|
|
|||
(20
|
)
|
|
(109
|
)
|
|
57
|
|
||||
Other
|
26
|
|
|
13
|
|
|
(3
|
)
|
|||
Reversals of previously recorded layoff costs
|
(10
|
)
|
|
(19
|
)
|
|
(11
|
)
|
|||
Restructuring and other charges
|
$
|
620
|
|
|
$
|
9
|
|
|
$
|
165
|
|
|
Layoff
costs
|
|
Other
exit costs
|
|
Total
|
||||||
Reserve balances at December 31, 2016
|
$
|
50
|
|
|
$
|
9
|
|
|
$
|
59
|
|
2017
|
|
|
|
|
|
||||||
Cash payments
|
(59
|
)
|
|
(6
|
)
|
|
(65
|
)
|
|||
Restructuring charges
|
64
|
|
|
1
|
|
|
65
|
|
|||
Other(1)
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Reserve balances at December 31, 2017
|
$
|
56
|
|
|
$
|
2
|
|
|
$
|
58
|
|
2018
|
|
|
|
|
|
||||||
Cash payments
|
$
|
(47
|
)
|
|
$
|
(2
|
)
|
|
$
|
(49
|
)
|
Restructuring charges
|
111
|
|
|
13
|
|
|
124
|
|
|||
Other(2)
|
(110
|
)
|
|
2
|
|
|
(108
|
)
|
|||
Reserve balances at December 31, 2018
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
25
|
|
2019
|
|
|
|
|
|
||||||
Cash payments
|
$
|
(74
|
)
|
|
$
|
(5
|
)
|
|
$
|
(79
|
)
|
Restructuring charges
|
56
|
|
|
574
|
|
|
630
|
|
|||
Other(3)
|
39
|
|
|
(581
|
)
|
|
(542
|
)
|
|||
Reserve balances at December 31, 2019
|
$
|
31
|
|
|
$
|
3
|
|
|
$
|
34
|
|
(1)
|
In 2017, Other for layoff costs included a reclassification of a stock awards reversal of $13, offset by reversals of previously recorded restructuring charges of $11 and foreign currency translation of $1.
|
(2)
|
In 2018, Other for layoff costs included reclassifications of $119 in pension costs and a $28 credit in postretirement benefits, as the impacts were reflected in Arconic's separate liabilities for Accrued pension benefits and Accrued postretirement benefits, and reversals of previously recorded restructuring charges of $19.
|
(3)
|
In 2019, Other for layoff costs included reclassifications of a $58 credit for elimination of life insurance benefits for U.S. salaried and non-bargaining hourly retirees, a charge of $9 for pension plan settlement accounting, as the impacts were reflected in Arconic's separate liabilities for Accrued pension benefits and Accrued postretirement benefits, and reversals of previously recorded restructuring charges of $10.
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Amount charged to expense
|
$
|
338
|
|
|
$
|
378
|
|
|
$
|
496
|
|
Amount capitalized
|
33
|
|
|
23
|
|
|
22
|
|
|||
|
$
|
371
|
|
|
$
|
401
|
|
|
$
|
518
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Non-service related net periodic benefit cost
|
$
|
116
|
|
|
$
|
112
|
|
|
$
|
154
|
|
Interest income
|
(25
|
)
|
|
(23
|
)
|
|
(19
|
)
|
|||
Foreign currency (gains) losses, net
|
(1
|
)
|
|
26
|
|
|
(5
|
)
|
|||
Net loss (gain) from asset sales
|
7
|
|
|
10
|
|
|
(513
|
)
|
|||
Other, net
|
25
|
|
|
(46
|
)
|
|
(103
|
)
|
|||
|
$
|
122
|
|
|
$
|
79
|
|
|
$
|
(486
|
)
|
|
Pension benefits
|
|
Other
postretirement benefits
|
||||||||||||
December 31,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
6,476
|
|
|
$
|
7,359
|
|
|
$
|
806
|
|
|
$
|
927
|
|
Service cost
|
25
|
|
|
46
|
|
|
7
|
|
|
7
|
|
||||
Interest cost
|
235
|
|
|
219
|
|
|
28
|
|
|
28
|
|
||||
Amendments
|
—
|
|
|
18
|
|
|
(78
|
)
|
|
(25
|
)
|
||||
Actuarial losses (gains)
|
974
|
|
|
(372
|
)
|
|
100
|
|
|
(51
|
)
|
||||
Settlements
|
(23
|
)
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(477
|
)
|
|
(422
|
)
|
|
(82
|
)
|
|
(86
|
)
|
||||
Medicare Part D subsidy receipts
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
||||
Foreign currency translation impact
|
39
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year(1)
|
$
|
7,249
|
|
|
$
|
6,476
|
|
|
$
|
786
|
|
|
$
|
806
|
|
Change in plan assets(1)
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
4,334
|
|
|
$
|
4,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
731
|
|
|
(144
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
268
|
|
|
298
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(453
|
)
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
||||
Administrative expenses
|
(34
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(22
|
)
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation impact
|
44
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year(1)
|
$
|
4,868
|
|
|
$
|
4,334
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net funded status
|
$
|
(2,381
|
)
|
|
$
|
(2,142
|
)
|
|
$
|
(786
|
)
|
|
$
|
(806
|
)
|
Amounts recognized in the Consolidated Balance Sheet consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
104
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(25
|
)
|
|
(23
|
)
|
|
(72
|
)
|
|
(83
|
)
|
||||
Noncurrent liabilities
|
(2,460
|
)
|
|
(2,230
|
)
|
|
(714
|
)
|
|
(723
|
)
|
||||
Net amount recognized
|
$
|
(2,381
|
)
|
|
$
|
(2,142
|
)
|
|
$
|
(786
|
)
|
|
$
|
(806
|
)
|
Amounts recognized in Accumulated Other Comprehensive Loss consist of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
3,375
|
|
|
$
|
2,957
|
|
|
$
|
179
|
|
|
$
|
87
|
|
Prior service cost (benefit)
|
1
|
|
|
3
|
|
|
(37
|
)
|
|
(27
|
)
|
||||
Net amount recognized, before tax effect
|
$
|
3,376
|
|
|
$
|
2,960
|
|
|
$
|
142
|
|
|
$
|
60
|
|
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Loss consist of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
566
|
|
|
$
|
(19
|
)
|
|
$
|
100
|
|
|
$
|
(52
|
)
|
Amortization of accumulated net actuarial loss
|
(148
|
)
|
|
(264
|
)
|
|
(8
|
)
|
|
(7
|
)
|
||||
Prior service cost (benefit)
|
—
|
|
|
19
|
|
|
(78
|
)
|
|
(25
|
)
|
||||
Amortization of prior service (cost) benefit
|
(2
|
)
|
|
(26
|
)
|
|
68
|
|
|
35
|
|
||||
Net amount recognized, before tax effect
|
$
|
416
|
|
|
$
|
(290
|
)
|
|
$
|
82
|
|
|
$
|
(49
|
)
|
(1)
|
At December 31, 2019, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $5,884, $3,513, and $(2,371), respectively. At December 31, 2018, the benefit obligation, fair value of plan assets, and funded status for U.S. pension plans were $5,282, $3,123, and $(2,159) respectively.
|
|
Pension benefits
|
||||||
|
2019
|
|
2018
|
||||
The projected benefit obligation and accumulated benefit obligation for all defined benefit pension plans were as follows:
|
|
|
|
||||
Projected benefit obligation
|
$
|
7,249
|
|
|
$
|
6,476
|
|
Accumulated benefit obligation
|
7,219
|
|
|
6,444
|
|
||
The aggregate projected benefit obligation and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets was as follows:
|
|
|
|
||||
Projected benefit obligation
|
6,064
|
|
|
5,435
|
|
||
Fair value of plan assets
|
3,579
|
|
|
3,182
|
|
||
The aggregate accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets was as follows:
|
|
|
|
||||
Accumulated benefit obligation
|
6,045
|
|
|
5,415
|
|
||
Fair value of plan assets
|
3,579
|
|
|
3,179
|
|
|
Pension benefits(1)
|
|
Other postretirement benefits(2)
|
||||||||||||||||||||
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
25
|
|
|
$
|
46
|
|
|
$
|
90
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
235
|
|
|
219
|
|
|
234
|
|
|
28
|
|
|
28
|
|
|
30
|
|
||||||
Expected return on plan assets
|
(286
|
)
|
|
(306
|
)
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
139
|
|
|
168
|
|
|
220
|
|
|
4
|
|
|
7
|
|
|
5
|
|
||||||
Amortization of prior service cost (benefit)
|
2
|
|
|
3
|
|
|
5
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||||
Settlements(3)
|
9
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments(4)
|
—
|
|
|
23
|
|
|
—
|
|
|
(58
|
)
|
|
(28
|
)
|
|
—
|
|
||||||
Net periodic benefit cost(5)
|
$
|
124
|
|
|
$
|
249
|
|
|
$
|
217
|
|
|
$
|
(25
|
)
|
|
$
|
7
|
|
|
$
|
34
|
|
(1)
|
In 2019, 2018 and 2017, net periodic benefit cost for U.S. pension plans was $127, $239, and $206, respectively.
|
(2)
|
In 2019, 2018 and 2017, net periodic benefit cost for other postretirement benefits reflects a reduction of $11, $10, and $11, respectively, related to the recognition of the federal subsidy awarded under Medicare Part D.
|
(3)
|
In 2019 and 2018, settlements were due to workforce reductions (see Note C) and the payment of lump sum benefits.
|
(4)
|
In 2019 and 2018, curtailments were due to a reduction of future benefits, resulting in the recognition of favorable and unfavorable plan amendments.
|
(5)
|
Service cost was included within Cost of goods sold, Selling, general administrative, and other expenses, and Research and development expenses; curtailments and settlements 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.
|
|
Pension benefits
|
|
Other postretirement benefits
|
||||
December 31,
|
2020
|
|
2020
|
||||
Net actuarial loss recognition
|
$
|
176
|
|
|
$
|
8
|
|
Prior service cost (benefit) recognition
|
—
|
|
|
(7
|
)
|
December 31,
|
2019
|
|
2018
|
||
Discount rate
|
3.30
|
%
|
|
4.35
|
%
|
Rate of compensation increase
|
—
|
|
|
3.50
|
|
Cash balance plan interest crediting rate
|
3.00
|
|
|
3.00
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate to calculate service cost(1)
|
4.35
|
%
|
|
3.75
|
%
|
|
4.20
|
%
|
Discount rate to calculate interest cost(1)
|
4.00
|
|
|
3.30
|
|
|
3.60
|
|
Expected long-term rate of return on plan assets
|
7.00
|
|
|
7.00
|
|
|
7.75
|
|
Rate of compensation increase
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
Cash balance plan interest crediting rate
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
(1)
|
In all periods presented, the respective discount rates were used to determine net periodic benefit cost for most U.S. pension plans for the full annual period. However, the discount rates for a limited number of plans were updated during 2019, 2018, and 2017 to reflect the remeasurement of these plans due to new union labor agreements, settlements, and/or curtailments. The updated discount rates used were not significantly different from the discount rates presented.
|
|
2019
|
|
2018
|
|
2017
|
|||
Health care cost trend rate assumed for next year
|
5.50
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Rate to which the cost trend rate gradually declines
|
4.50
|
|
|
4.50
|
|
|
4.50
|
|
Year that the rate reaches the rate at which it is assumed to remain
|
2023
|
|
|
2022
|
|
|
2021
|
|
|
1% increase
|
|
1% decrease
|
||||
Effect on other postretirement benefit obligations
|
$
|
23
|
|
|
$
|
(22
|
)
|
Effect on total of service and interest cost components
|
1
|
|
|
(1
|
)
|
|
|
Plan assets
at
December 31,
|
||||
Asset class
|
Policy range
|
2019
|
|
2018
|
||
Equities
|
20–55%
|
31
|
%
|
|
29
|
%
|
Fixed income
|
25–55%
|
50
|
|
|
48
|
|
Other investments
|
15–35%
|
19
|
|
|
23
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
December 31, 2019
|
Level 1
|
|
Level 2
|
|
Net asset value
|
|
Total
|
||||||||
Equities:
|
|
|
|
||||||||||||
Equity securities
|
$
|
590
|
|
|
$
|
—
|
|
|
$
|
508
|
|
|
$
|
1,098
|
|
Long/short equity hedge funds
|
—
|
|
|
—
|
|
|
260
|
|
|
260
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
155
|
|
|
155
|
|
||||
|
$
|
590
|
|
|
$
|
—
|
|
|
$
|
923
|
|
|
$
|
1,513
|
|
Fixed income:
|
|
|
|
||||||||||||
Intermediate and long duration government/credit
|
$
|
121
|
|
|
$
|
1,047
|
|
|
$
|
1,003
|
|
|
$
|
2,171
|
|
Other
|
126
|
|
|
7
|
|
|
144
|
|
|
277
|
|
||||
|
$
|
247
|
|
|
$
|
1,054
|
|
|
$
|
1,147
|
|
|
$
|
2,448
|
|
Other investments:
|
|
|
|
||||||||||||
Real estate
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
165
|
|
|
$
|
269
|
|
Discretionary and systematic macro hedge funds
|
—
|
|
|
—
|
|
|
405
|
|
|
405
|
|
||||
Other
|
—
|
|
|
—
|
|
|
240
|
|
|
240
|
|
||||
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
810
|
|
|
$
|
914
|
|
Net plan assets(1)
|
$
|
941
|
|
|
$
|
1,054
|
|
|
$
|
2,880
|
|
|
$
|
4,875
|
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
||||||||
Equities
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
578
|
|
|
$
|
896
|
|
Long/short equity hedge funds
|
—
|
|
|
—
|
|
|
232
|
|
|
232
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
147
|
|
|
147
|
|
||||
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
957
|
|
|
$
|
1,275
|
|
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Intermediate and long duration government/credit
|
$
|
200
|
|
|
$
|
934
|
|
|
$
|
770
|
|
|
$
|
1,904
|
|
Other
|
9
|
|
|
9
|
|
|
152
|
|
|
170
|
|
||||
|
$
|
209
|
|
|
$
|
943
|
|
|
$
|
922
|
|
|
$
|
2,074
|
|
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
245
|
|
Discretionary and systematic macro hedge funds
|
—
|
|
|
—
|
|
|
471
|
|
|
471
|
|
||||
Other
|
56
|
|
|
—
|
|
|
212
|
|
|
268
|
|
||||
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
847
|
|
|
$
|
984
|
|
Net plan assets(2)
|
$
|
664
|
|
|
$
|
943
|
|
|
$
|
2,726
|
|
|
$
|
4,333
|
|
(1)
|
As of December 31, 2019, the total fair value of pension plans’ assets excludes a net payable of $7, which represents securities purchased and sold but not yet settled plus interest and dividends earned on various investments.
|
(2)
|
As of December 31, 2018, the total fair value of pension plans’ assets excludes a net receivable of $1, which represents securities purchased and sold but not yet settled plus interest and dividends earned on various investments.
|
For the year ended December 31,
|
Pension
benefits paid
|
|
Gross Other post-
retirement
benefits
|
|
Medicare Part D
subsidy receipts
|
|
Net Other post-
retirement
benefits
|
||||||||
2020
|
$
|
470
|
|
|
$
|
80
|
|
|
$
|
5
|
|
|
$
|
75
|
|
2021
|
465
|
|
|
80
|
|
|
5
|
|
|
75
|
|
||||
2022
|
460
|
|
|
80
|
|
|
5
|
|
|
75
|
|
||||
2023
|
455
|
|
|
80
|
|
|
5
|
|
|
75
|
|
||||
2024
|
450
|
|
|
75
|
|
|
5
|
|
|
70
|
|
||||
Thereafter
|
2,120
|
|
|
260
|
|
|
25
|
|
|
235
|
|
||||
|
$
|
4,420
|
|
|
$
|
655
|
|
|
$
|
50
|
|
|
$
|
605
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
275
|
|
|
$
|
518
|
|
|
$
|
500
|
|
Foreign
|
300
|
|
|
350
|
|
|
(30
|
)
|
|||
|
$
|
575
|
|
|
$
|
868
|
|
|
$
|
470
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal(1)
|
$
|
4
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Foreign
|
108
|
|
|
138
|
|
|
98
|
|
|||
State and local
|
5
|
|
|
4
|
|
|
(2
|
)
|
|||
|
117
|
|
|
187
|
|
|
96
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
65
|
|
|
146
|
|
|
489
|
|
|||
Foreign
|
(53
|
)
|
|
(94
|
)
|
|
37
|
|
|||
State and local
|
(24
|
)
|
|
(13
|
)
|
|
(78
|
)
|
|||
|
(12
|
)
|
|
39
|
|
|
448
|
|
|||
Total
|
$
|
105
|
|
|
$
|
226
|
|
|
$
|
544
|
|
(1)
|
Includes U.S. taxes related to foreign income
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
|||
U.S. federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differential
|
2.6
|
|
|
2.4
|
|
|
(8.7
|
)
|
U.S. and residual tax on foreign earnings
|
6.0
|
|
|
1.6
|
|
|
(0.1
|
)
|
U.S. State and local taxes
|
2.5
|
|
|
1.5
|
|
|
0.7
|
|
Federal benefit of state tax
|
0.4
|
|
|
(0.3
|
)
|
|
3.7
|
|
Permanent differences related to asset disposals and items included in restructuring and other charges(1)
|
(22.9
|
)
|
|
(16.9
|
)
|
|
(167.4
|
)
|
Non-deductible transaction costs
|
1.6
|
|
|
—
|
|
|
0.3
|
|
Non-deductible officer compensation
|
1.8
|
|
|
0.1
|
|
|
—
|
|
Statutory tax rate and law changes(2)
|
(0.2
|
)
|
|
6.5
|
|
|
52.5
|
|
Tax holidays
|
(3.2
|
)
|
|
(1.6
|
)
|
|
(3.0
|
)
|
Changes in valuation allowances(3)
|
(14.2
|
)
|
|
0.9
|
|
|
137.9
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
53.5
|
|
Changes in uncertain tax positions
|
6.1
|
|
|
12.8
|
|
|
10.1
|
|
Prior year tax adjustments(4)
|
15.2
|
|
|
(2.6
|
)
|
|
(0.9
|
)
|
Other
|
1.6
|
|
|
0.6
|
|
|
2.1
|
|
Effective tax rate
|
18.3
|
%
|
|
26.0
|
%
|
|
115.7
|
%
|
(1)
|
In 2019, a net tax benefit was recognized related to a U.S. tax election which caused the deemed liquidation of a foreign subsidiary's assets into its U.S. tax parent. The benefit is partially offset by an increase in uncertain tax positions. Losses reported in Spain's 2017 tax return related to the Separation of Alcoa are offset by an increased valuation allowance.
|
(2)
|
In 2018, the Company finalized its accounting for the Tax Cuts and Jobs Act of 2017 ("the 2017 Act”) and recorded an additional $59 charge. In December 2017, an estimated $272 tax charge was recorded with respect to the enactment of the 2017 Act.
|
(3)
|
In 2019, the Company released a valuation allowance related to 2015 and 2016 foreign tax credits, subsequent to filing U.S. amended tax returns to deduct, rather than credit, foreign taxes.
|
(4)
|
In 2019, the Company filed U.S. amended tax returns to deduct, rather than credit, 2015 and 2016 foreign taxes resulting in a tax cost associated with the write-off of the deferred tax asset for the credit, partially offset by a tax benefit for the deduction.
|
|
2019
|
|
2018
|
||||||||||||
December 31,
|
Deferred
tax
assets
|
|
Deferred
tax
liabilities
|
|
Deferred
tax
assets
|
|
Deferred
tax
liabilities
|
||||||||
Depreciation
|
$
|
25
|
|
|
$
|
729
|
|
|
$
|
38
|
|
|
$
|
694
|
|
Employee benefits
|
887
|
|
|
16
|
|
|
836
|
|
|
27
|
|
||||
Loss provisions
|
92
|
|
|
—
|
|
|
94
|
|
|
—
|
|
||||
Deferred income/expense
|
96
|
|
|
943
|
|
|
22
|
|
|
1,102
|
|
||||
Interest
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax loss carryforwards
|
2,932
|
|
|
—
|
|
|
3,159
|
|
|
—
|
|
||||
Tax credit carryforwards
|
379
|
|
|
—
|
|
|
579
|
|
|
—
|
|
||||
Other
|
52
|
|
|
16
|
|
|
94
|
|
|
20
|
|
||||
|
$
|
4,519
|
|
|
$
|
1,704
|
|
|
$
|
4,822
|
|
|
$
|
1,843
|
|
Valuation allowance
|
(2,256
|
)
|
|
—
|
|
|
(2,486
|
)
|
|
—
|
|
||||
|
$
|
2,263
|
|
|
$
|
1,704
|
|
|
$
|
2,336
|
|
|
$
|
1,843
|
|
December 31, 2019
|
Expires
within
10 years
|
|
Expires
within
11-20 years
|
|
No
expiration(1)
|
|
Other(2)
|
|
Total
|
||||||||||
Tax loss carryforwards
|
$
|
452
|
|
|
$
|
235
|
|
|
$
|
2,245
|
|
|
$
|
—
|
|
|
$
|
2,932
|
|
Tax credit carryforwards
|
300
|
|
|
69
|
|
|
10
|
|
|
—
|
|
|
379
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
120
|
|
|
1,088
|
|
|
1,208
|
|
|||||
Valuation allowance
|
(711
|
)
|
|
(176
|
)
|
|
(1,306
|
)
|
|
(63
|
)
|
|
(2,256
|
)
|
|||||
|
$
|
41
|
|
|
$
|
128
|
|
|
$
|
1,069
|
|
|
$
|
1,025
|
|
|
$
|
2,263
|
|
(1)
|
Deferred tax assets with no expiration may still have annual limitations on utilization.
|
(2)
|
Other represents deferred tax assets whose expiration is dependent upon the reversal of the underlying temporary difference. A substantial amount of Other relates to employee benefits that will become deductible for tax purposes over an extended period of time as contributions are made to employee benefit plans and payments are made to retirees.
|
December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
2,486
|
|
|
$
|
2,584
|
|
|
$
|
1,940
|
|
Increase to allowance
|
37
|
|
|
136
|
|
|
831
|
|
|||
Release of allowance
|
(222
|
)
|
|
(154
|
)
|
|
(246
|
)
|
|||
Acquisitions and divestitures
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Tax apportionment, tax rate and tax law changes
|
(13
|
)
|
|
(14
|
)
|
|
(24
|
)
|
|||
Foreign currency translation
|
(30
|
)
|
|
(66
|
)
|
|
84
|
|
|||
Balance at end of year
|
$
|
2,256
|
|
|
$
|
2,486
|
|
|
$
|
2,584
|
|
December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
166
|
|
|
$
|
73
|
|
|
$
|
28
|
|
Additions for tax positions of the current year
|
34
|
|
|
—
|
|
|
23
|
|
|||
Additions for tax positions of prior years
|
3
|
|
|
143
|
|
|
27
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||
Settlements with tax authorities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expiration of the statute of limitations
|
(2
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|||
Foreign currency translation
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
197
|
|
|
$
|
166
|
|
|
$
|
73
|
|
|
Common stock
|
||||
|
Treasury
|
|
Outstanding
|
||
Balance at end of 2016
|
—
|
|
|
438,519,780
|
|
Conversion of convertible notes
|
—
|
|
|
39,242,706
|
|
Issued for stock-based compensation plans
|
—
|
|
|
3,654,051
|
|
Balance at end of 2017
|
—
|
|
|
481,416,537
|
|
Issued for stock-based compensation plans
|
—
|
|
|
1,854,180
|
|
Balance at end of 2018
|
—
|
|
|
483,270,717
|
|
Issued for stock-based compensation plans
|
—
|
|
|
4,436,830
|
|
Repurchase and retirement of common stock
|
—
|
|
|
(54,852,364
|
)
|
Balance at end of 2019
|
—
|
|
|
432,855,183
|
|
Share delivery date
|
Number of shares
|
|
Average price
|
|
Total
|
February 21, 2019
|
31,908,831
|
|
|
|
|
April 29, 2019
|
4,525,592
|
|
|
|
|
February 2019 ASR total
|
36,434,423
|
|
$19.21
|
|
$700
|
|
|
|
|
|
|
May 6, 2019
|
7,455,732
|
|
|
|
|
June 12, 2019
|
1,561,249
|
|
|
|
|
May 2019 ASR total
|
9,016,981
|
|
$22.18
|
|
$200
|
|
|
|
|
|
|
August 8, 2019
|
6,791,172
|
|
|
|
|
October 3, 2019
|
983,107
|
|
|
|
|
August 2019 ASR total
|
7,774,279
|
|
$25.73
|
|
$200
|
|
|
|
|
|
|
November 18, 2019
|
428,000
|
|
|
|
|
November 19, 2019
|
428,000
|
|
|
|
|
November 20, 2019
|
370,000
|
|
|
|
|
November 21, 2019
|
400,681
|
|
|
|
|
November 2019 share repurchase program
|
1,626,681
|
|
$30.74
|
|
$50
|
|
|
|
|
|
|
2019 Share repurchase total
|
54,852,364
|
|
$20.97
|
|
$1,150
|
|
Stock options
|
|
Stock awards
|
||||||||||
|
Number of
options
|
|
Weighted
average
exercise price
|
|
Number of
awards
|
|
Weighted
average FMV
per award
|
||||||
Outstanding, December 31, 2018
|
10
|
|
|
$
|
24.95
|
|
|
7
|
|
|
$
|
21.13
|
|
Granted
|
—
|
|
|
—
|
|
|
4
|
|
|
19.80
|
|
||
Exercised
|
(2
|
)
|
|
21.34
|
|
|
—
|
|
|
—
|
|
||
Converted
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
15.78
|
|
||
Expired or forfeited
|
(1
|
)
|
|
28.37
|
|
|
(1
|
)
|
|
22.10
|
|
||
Performance share adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
19.96
|
|
||
Outstanding, December 31, 2019
|
7
|
|
|
$
|
25.75
|
|
|
7
|
|
|
$
|
22.05
|
|
For the year ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
470
|
|
|
$
|
642
|
|
|
$
|
(74
|
)
|
Less: preferred stock dividends declared
|
(2
|
)
|
|
(2
|
)
|
|
(53
|
)
|
|||
Net income (loss) available to Arconic common shareholders - basic
|
468
|
|
|
640
|
|
|
(127
|
)
|
|||
Add: interest expense related to convertible notes
|
9
|
|
|
11
|
|
|
—
|
|
|||
Net income (loss) available to Arconic common shareholders - diluted
|
$
|
477
|
|
|
$
|
651
|
|
|
$
|
(127
|
)
|
Average shares outstanding - basic
|
446
|
|
|
483
|
|
|
451
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
1
|
|
|
1
|
|
|
—
|
|
|||
Stock and performance awards
|
5
|
|
|
5
|
|
|
—
|
|
|||
Convertible notes(1)
|
11
|
|
|
14
|
|
|
—
|
|
|||
Average shares outstanding - diluted
|
463
|
|
|
503
|
|
|
451
|
|
(1)
|
The convertible notes matured on October 15, 2019 (see Note P). No shares of the Company’s common stock were issued in connection with the maturity or the final conversion of the convertible notes. As of October 15, 2019, the calculation of average diluted shares outstanding ceased to include the approximately 15 million shares of common stock and the corresponding interest expense previously attributable to the convertible notes.
|
|
2019
|
|
2018
|
|
2017
|
|||
Mandatory convertible preferred stock
|
n/a
|
|
|
n/a
|
|
|
39
|
|
Convertible notes
|
—
|
|
|
—
|
|
|
14
|
|
Stock options(1)
|
1
|
|
|
9
|
|
|
11
|
|
Stock awards
|
—
|
|
|
—
|
|
|
7
|
|
(1)
|
The average exercise price of options per share was $35.75, $26.79, and $33.32 for 2019, 2018, and 2017, respectively.
|
|
Arconic
|
|
Noncontrolling Interests
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at beginning of period
|
$
|
(2,344
|
)
|
|
$
|
(2,230
|
)
|
|
$
|
(2,010
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Adoption of accounting standard (A)
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Unrecognized net actuarial gain and prior service cost/benefit
|
(587
|
)
|
|
70
|
|
|
(466
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit (expense)
|
129
|
|
|
(19
|
)
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Other comprehensive (loss) income before reclassifications, net of tax
|
(458
|
)
|
|
51
|
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss and prior service cost(1)
|
90
|
|
|
262
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense(2)
|
(20
|
)
|
|
(58
|
)
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)
|
70
|
|
|
204
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Other comprehensive (loss) income
|
(388
|
)
|
|
255
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
(2,732
|
)
|
|
$
|
(2,344
|
)
|
|
$
|
(2,230
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
(583
|
)
|
|
$
|
(437
|
)
|
|
$
|
(689
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Other comprehensive (loss) income(4)
|
(13
|
)
|
|
(146
|
)
|
|
252
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Balance at end of period
|
$
|
(596
|
)
|
|
$
|
(583
|
)
|
|
$
|
(437
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)(5)
|
3
|
|
|
(1
|
)
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
4
|
|
|
$
|
25
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change from periodic revaluations
|
(9
|
)
|
|
(15
|
)
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit (expense)
|
3
|
|
|
3
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Other comprehensive (loss) income before reclassifications, net of tax
|
(6
|
)
|
|
(12
|
)
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amount reclassified to earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aluminum contracts(6)
|
5
|
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate contracts(8)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Nickel contracts(7)
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sub-total
|
4
|
|
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax (expense) benefit(2)
|
(1
|
)
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)
|
3
|
|
|
(11
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Other comprehensive (loss) income
|
(3
|
)
|
|
(23
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive loss
|
$
|
(3,329
|
)
|
|
$
|
(2,926
|
)
|
|
$
|
(2,644
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
(2)
|
These amounts were included in Provision for income taxes on the accompanying Statement of Consolidated Operations.
|
(3)
|
A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings.
|
(4)
|
In all periods presented, no amounts were reclassified to earnings.
|
(5)
|
Realized gains and losses were included in Other expense (income), net, on the accompanying Statement of Consolidated Operations.
|
(6)
|
These amounts were included in Sales on the accompanying Statement of Consolidated Operations.
|
(7)
|
These amounts were included in Cost of goods sold on the accompanying Statement of Consolidated Operations.
|
(8)
|
These amounts were included in Interest expense on the accompanying Statement of Consolidated Operations.
|
|
Customer receivables
|
|
Other receivables
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Balance at beginning of year
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
13
|
|
|
$
|
31
|
|
|
$
|
34
|
|
|
$
|
32
|
|
Provision for doubtful accounts
|
3
|
|
|
2
|
|
|
1
|
|
|
13
|
|
|
7
|
|
|
9
|
|
||||||
Write off of uncollectible accounts
|
(2
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Recoveries of prior write-offs
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Other
|
(2
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(3
|
)
|
||||||
Balance at end of year
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
33
|
|
|
$
|
31
|
|
|
$
|
34
|
|
December 31,
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
671
|
|
|
$
|
668
|
|
Work-in-process
|
1,316
|
|
|
1,371
|
|
||
Purchased raw materials
|
343
|
|
|
366
|
|
||
Operating supplies
|
99
|
|
|
87
|
|
||
Total inventories
|
$
|
2,429
|
|
|
$
|
2,492
|
|
December 31,
|
2019
|
|
2018
|
||||
Land and land rights
|
$
|
128
|
|
|
$
|
136
|
|
Structures:
|
|
|
|
||||
Engineered Products and Forgings
|
812
|
|
|
769
|
|
||
Global Rolled Products
|
1,304
|
|
|
1,317
|
|
||
Other
|
269
|
|
|
278
|
|
||
|
2,385
|
|
|
2,364
|
|
||
Machinery and equipment:
|
|
|
|
||||
Engineered Products and Forgings
|
3,514
|
|
|
3,433
|
|
||
Global Rolled Products
|
5,401
|
|
|
5,356
|
|
||
Other
|
378
|
|
|
445
|
|
||
|
9,293
|
|
|
9,234
|
|
||
|
11,806
|
|
|
11,734
|
|
||
Less: accumulated depreciation and amortization
|
7,074
|
|
|
6,769
|
|
||
|
4,732
|
|
|
4,965
|
|
||
Construction work-in-progress
|
731
|
|
|
739
|
|
||
|
$
|
5,463
|
|
|
$
|
5,704
|
|
|
Engineered Products and Forgings
|
|
Global Rolled Products
|
|
Total
|
||||||
Balances at December 31, 2017
|
|
|
|
|
|
||||||
Goodwill
|
$
|
4,931
|
|
|
$
|
351
|
|
|
$
|
5,282
|
|
Accumulated impairment losses(1)
|
(719
|
)
|
|
(28
|
)
|
|
(747
|
)
|
|||
Goodwill, net
|
4,212
|
|
|
323
|
|
|
4,535
|
|
|||
Acquisitions and Divestitures (F)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Translation and other
|
(25
|
)
|
|
(9
|
)
|
|
(34
|
)
|
|||
Balances at December 31, 2018
|
|
|
|
|
|
||||||
Goodwill
|
4,905
|
|
|
342
|
|
|
5,247
|
|
|||
Accumulated impairment losses
|
(719
|
)
|
|
(28
|
)
|
|
(747
|
)
|
|||
Goodwill, net
|
4,186
|
|
|
314
|
|
|
4,500
|
|
|||
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||
Translation and other
|
4
|
|
|
2
|
|
|
6
|
|
|||
Transfer from Engineered Structures to Aluminum Extrusions
|
(110
|
)
|
|
110
|
|
|
—
|
|
|||
Balances at December 31, 2019
|
|
|
|
|
|
||||||
Goodwill
|
4,786
|
|
|
454
|
|
|
5,240
|
|
|||
Accumulated impairment losses
|
(719
|
)
|
|
(28
|
)
|
|
(747
|
)
|
|||
Goodwill, net
|
$
|
4,067
|
|
|
$
|
426
|
|
|
$
|
4,493
|
|
(1)
|
$25 of fully impaired goodwill related to Latin America Extrusions has been moved to Corporate. See Note B.
|
December 31, 2019
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangibles, net
|
||||||
Computer software
|
$
|
744
|
|
|
$
|
(659
|
)
|
|
$
|
85
|
|
Patents and licenses
|
95
|
|
|
(93
|
)
|
|
2
|
|
|||
Other intangibles
|
714
|
|
|
(175
|
)
|
|
539
|
|
|||
Total amortizable intangible assets
|
1,553
|
|
|
(927
|
)
|
|
626
|
|
|||
Indefinite-lived trade names and trademarks
|
32
|
|
|
—
|
|
|
32
|
|
|||
Total other intangible assets
|
$
|
1,585
|
|
|
$
|
(927
|
)
|
|
$
|
658
|
|
December 31, 2018
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Intangibles, net
|
||||||
Computer software
|
$
|
768
|
|
|
$
|
(657
|
)
|
|
$
|
111
|
|
Patents and licenses
|
110
|
|
|
(107
|
)
|
|
3
|
|
|||
Other intangibles
|
922
|
|
|
(149
|
)
|
|
773
|
|
|||
Total amortizable intangible assets
|
1,800
|
|
|
(913
|
)
|
|
887
|
|
|||
Indefinite-lived trade names and trademarks
|
32
|
|
|
—
|
|
|
32
|
|
|||
Total other intangible assets
|
$
|
1,832
|
|
|
$
|
(913
|
)
|
|
$
|
919
|
|
|
December 31, 2019
|
||
Right-of-use assets classified in Other noncurrent assets
|
$
|
252
|
|
|
|
||
Current portion of lease liabilities classified in Other current liabilities
|
71
|
|
|
Long-term portion of lease liabilities classified in Other noncurrent liabilities and deferred credits
|
194
|
|
|
Total lease liabilities
|
$
|
265
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
2019
|
$
|
—
|
|
|
$
|
94
|
|
2020
|
81
|
|
|
74
|
|
||
2021
|
62
|
|
|
54
|
|
||
2022
|
46
|
|
|
40
|
|
||
2023
|
34
|
|
|
30
|
|
||
2024
|
24
|
|
|
—
|
|
||
Thereafter
|
70
|
|
|
87
|
|
||
Total lease payments
|
$
|
317
|
|
|
$
|
379
|
|
Less: Imputed interest
|
(52
|
)
|
|
|
|||
Present value of lease liabilities
|
$
|
265
|
|
|
|
December 31,
|
2019
|
|
2018
|
||||
1.63% Convertible Notes, due 2019
|
$
|
—
|
|
|
$
|
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 (4.75%)
|
250
|
|
|
250
|
|
||
Other(1)
|
(18
|
)
|
|
(29
|
)
|
||
|
5,909
|
|
|
6,301
|
|
||
Less: amount due within one year
|
1,003
|
|
|
405
|
|
||
|
$
|
4,906
|
|
|
$
|
5,896
|
|
(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.
|
|
2019
|
|
2018
|
||||||||||||
December 31,
|
Carrying
value
|
|
Fair
value
|
|
Carrying
value
|
|
Fair
value
|
||||||||
Long-term debt, less amount due within one year
|
$
|
4,906
|
|
|
$
|
5,337
|
|
|
$
|
5,896
|
|
|
$
|
5,873
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest, net of amount capitalized
|
$
|
340
|
|
|
$
|
391
|
|
|
$
|
508
|
|
Income taxes, net of amount refunded
|
$
|
122
|
|
|
$
|
74
|
|
|
$
|
118
|
|
|
First
|
Second(2)
|
Third
|
Fourth(3)
|
Year
|
||||||||||
2019
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,541
|
|
$
|
3,691
|
|
$
|
3,559
|
|
$
|
3,401
|
|
$
|
14,192
|
|
Net income (loss)
|
$
|
187
|
|
$
|
(121
|
)
|
$
|
95
|
|
$
|
309
|
|
$
|
470
|
|
Earnings (loss) per share attributable to Arconic common shareholders(1):
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Net income (loss) per share—basic
|
$
|
0.40
|
|
$
|
(0.27
|
)
|
$
|
0.22
|
|
$
|
0.71
|
|
$
|
1.05
|
|
Diluted
|
|
|
|
|
|
||||||||||
Net income (loss) per share—diluted
|
$
|
0.39
|
|
$
|
(0.27
|
)
|
$
|
0.21
|
|
$
|
0.70
|
|
$
|
1.03
|
|
2018
|
|
|
|
|
|
||||||||||
Sales
|
$
|
3,445
|
|
$
|
3,573
|
|
$
|
3,524
|
|
$
|
3,472
|
|
$
|
14,014
|
|
Net income
|
$
|
143
|
|
$
|
120
|
|
$
|
161
|
|
$
|
218
|
|
$
|
642
|
|
Earnings per share attributable to Arconic common shareholders(1):
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.30
|
|
$
|
0.25
|
|
$
|
0.33
|
|
$
|
0.45
|
|
$
|
1.33
|
|
Diluted
|
|
|
|
|
|
||||||||||
Net income per share—basic
|
$
|
0.29
|
|
$
|
0.24
|
|
$
|
0.32
|
|
$
|
0.44
|
|
$
|
1.30
|
|
(1)
|
Per share amounts are calculated independently for each period presented; therefore, the sum of the quarterly per share amounts may not equal the per share amounts for the year.
|
(2)
|
In the second quarter of 2019, the Company recorded an impairment charge of $428 related to its disks business (see Note M).
|
(3)
|
In the fourth quarter of 2019, the Company incurred costs associated with the planned Separation of Arconic of $28 ($34 pre-tax), recorded a gain for contingent consideration received related to the 2018 sale of the Texarkana rolling mill of $15 ($20 pre-tax), and recorded several discrete tax items principally related to a benefit for a U.S. tax election which caused the deemed liquidation of a foreign subsidiary’s assets into its U.S. tax parent. In the fourth quarter of 2018, Arconic recorded a gain of $119 ($154 pre-tax) on the sale of the Texarkana rolling mill, offset by pension plan settlement charges of $72 ($92 pre-tax) associated with significant lump sum payments made to participants and a loss of $39 ($43 pre-tax) on the sale of the forging business in Hungary. Additionally, Arconic recorded discrete tax items primarily comprised of a benefit related to certain prior year foreign investment losses no longer recapturable.
|
Exhibit
Number
|
|
Description*
|
|
Share Purchase Agreement, dated as of June 25, 2014, by and among Alcoa Inc., Alcoa IH Limited, FR Acquisition Corporation (US), Inc., FR Acquisitions Corporation (Europe) Limited, FR Acquisition Finance Subco (Luxembourg), S.à.r.l. and Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., collectively in their capacity as the Seller Representative, incorporated by reference to exhibit 2.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated June 27, 2014.
|
|
|
|
|
|
Separation and Distribution Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to exhibit 2.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Tax Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to exhibit 2.3 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Employee Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to exhibit 2.4 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Amendment No. 1, dated December 13, 2016, to Employee Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to exhibit 2(e)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
|
|
|
|
|
Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement, dated as of October 31, 2016, by and between Alcoa USA Corp. and Arconic Inc., incorporated by reference to exhibit 2.5 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Arconic Inc. to Alcoa Corporation Patent, Know-How, and Trade Secret License Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa USA Corp., incorporated by reference to exhibit 2.6 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Amended and Restated Alcoa Corporation to Arconic Inc. Trademark License Agreement, dated as of June 25, 2017, by and between Alcoa USA Corp. and Arconic Inc., incorporated by reference to exhibit 2 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2017.
|
|
|
|
|
|
Master Agreement for the Supply of Primary Aluminum, dated as of October 31, 2016, by and between Alcoa Corporation and its affiliates and Arconic Inc., incorporated by reference to exhibit 2.9 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Massena Lease and Operations Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to exhibit 2.10 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 4, 2016.
|
|
|
|
|
|
Agreement and Plan of Merger, dated October 12, 2017, by and between Arconic Inc., a Pennsylvania corporation, and Arconic Inc., a Delaware corporation, incorporated by reference to exhibit 2.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
Certificate of Incorporation of Arconic Inc., a Delaware corporation, incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
Amendment to Arconic Inc. Certificate of Incorporation, effective as of the Separation of Arconic, incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 6, 2020.
|
|
|
|
|
|
Bylaws of Arconic Inc., a Delaware corporation, incorporated by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
Amendment to Arconic Inc. Bylaws, effective as of the Separation of Arconic, incorporated by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 6, 2020.
|
|
|
|
|
|
Form of Certificate for Shares of Common Stock of Arconic Inc., a Delaware corporation, incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
Bylaws. See exhibits 3(b) and 3(b)(1) above.
|
|
|
|
|
4(c)
|
|
Form of Indenture, dated as of September 30, 1993, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor Trustee to PNC Bank, National Association, as Trustee (undated form of Indenture incorporated by reference to exhibit 4(a) to Registration Statement No. 33-49997 on Form S-3).
|
|
|
|
|
First Supplemental Indenture, dated as of January 25, 2007, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor Trustee to PNC Bank, National Association, as Trustee, incorporated by reference to exhibit 99.4 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 25, 2007.
|
|
|
|
|
|
Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa Inc. and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as Trustee, incorporated by reference to exhibit 4(c) to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated July 15, 2008.
|
|
|
|
|
Fourth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
Form of 6.75% Bonds Due 2028, incorporated by reference to exhibit 4(d) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
|
|
|
|
|
|
Form of 5.90% Notes Due 2027, incorporated by reference to exhibit 4(e) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2008.
|
|
|
|
|
|
Form of 5.95% Notes Due 2037, incorporated by reference to exhibit 4(f) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2008.
|
|
|
|
|
|
Form of 5.87% Notes Due 2022, incorporated by reference to exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 21, 2007.
|
|
|
|
|
|
Form of 6.150% Notes Due 2020, incorporated by reference to exhibit 4 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated August 3, 2010.
|
|
|
|
|
|
Form of 5.40% Notes Due 2021, incorporated by reference to exhibit 4 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated April 21, 2011.
|
|
|
|
|
|
Form of 5.125% Notes Due 2024, incorporated by reference to exhibit 4.5 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated September 22, 2014.
|
|
|
|
|
|
Arconic Bargaining Retirement Savings Plan (formerly known as the Alcoa Retirement Savings Plan for Bargaining Employees), as Amended and Restated effective January 1, 2015, incorporated by reference to exhibit 4(p) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2015.
|
|
|
|
|
|
Arconic Salaried Retirement Savings Plan (formerly known as the Alcoa Retirement Savings Plan for Salaried Employees), as Amended and Restated effective January 1, 2015, incorporated by reference to exhibit 4(s) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2015.
|
|
|
|
|
|
Arconic Retirement Savings Plan for ATEP Bargaining Employees, effective January 1, 2017, incorporated by reference to exhibit 4 to Post-Effective Amendment, dated December 30, 2016, to Registration Statement No. 333-32516 on Form S-8.
|
|
|
|
|
|
Arconic Corp. Hourly 401(k) Plan, effective as of February 1, 2020, incorporated by reference to exhibit 4(a) to Post-Effective Amendment dated February 3, 2020, to Registration Statement No. 333-32516 on Form S-8.
|
|
|
|
|
|
Arconic Corp. Salaried 401(k) Plan, effective as of February 1, 2020, incorporated by reference to exhibit 4(b) to Post-Effective Amendment dated February 3, 2020, to Registration Statement No. 333-32516 on Form S-8.
|
|
|
|
|
|
Description of Arconic Inc.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
Indenture, dated February 7, 2020, among Arconic Rolled Products Corporation, the guarantors from time to time party thereto, U.S. Bank National Association, as trustee, U.S. Bank National Association, as collateral agent, and U.S. Bank National Association, as registrar, paying agent and authenticating agent, incorporated by reference to exhibit 99.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 7, 2020.
|
|
|
|
|
|
Earnout Agreement, dated as of June 25, 2014, by and among Alcoa Inc., FR Acquisition Finance Subco (Luxembourg), S.à.r.l. and Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., collectively in their capacity as the Seller Representative, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated June 27, 2014.
|
|
|
|
|
|
Five-Year Revolving Credit Agreement, dated as of July 25, 2014, among Alcoa Inc., the Lenders and Issuers named therein, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated July 31, 2014.
|
|
|
|
|
Extension Request and Amendment Letter, dated as of June 5, 2015, among Alcoa Inc., each lender and issuer party thereto, and Citibank, N.A., as Administrative Agent, effective July 7, 2015, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated July 13, 2015.
|
|
|
|
|
|
Amendment No. 1, dated September 16, 2016, to the Five-Year Revolving Credit Agreement dated as of July 25, 2014, among Arconic Inc., the lenders and issuers named therein, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated September 19, 2016.
|
|
|
|
|
|
Assumption Agreement, dated as of December 31, 2017, by Arconic Inc., a Delaware corporation, in favor of and for the benefit of the Lenders and Citibank, N.A., as administrative agent, incorporated by reference to exhibit 4.4 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018.
|
|
|
|
|
|
|
Amendment No. 2, dated as of June 29, 2018, to the Company’s Five-Year Revolving Credit Agreement dated as of July 25, 2014, by and among the Company, a syndicate of lenders and issuers named therein, Citibank, N.A., as administrative agent for the lenders and issuers, and JPMorgan Chase Bank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 2, 2018.
|
|
|
|
|
Plea Agreement dated January 8, 2014, between the United States of America and Alcoa World Alumina LLC, incorporated by reference to exhibit 10(l) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2013.
|
|
|
|
|
|
Agreement, dated February 1, 2016, by and between Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and Alcoa Inc., incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 1, 2016.
|
|
|
|
|
|
Settlement Agreement, dated as of May 22, 2017, by and among Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and Arconic Inc., incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated May 22, 2017 (reporting an event on May 21, 2017).
|
|
|
|
|
|
Letter Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of December 19, 2017, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated December 19, 2017.
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Registration Rights Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of December 19, 2017, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated December 19, 2017.
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Amendment to Registration Rights Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of February 2, 2018, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated February 6, 2018.
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Arconic Inc. 2020 Annual Cash Incentive Plan, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated December 10, 2019.
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Arconic Employees’ Excess Benefits Plan C (formerly referred to as the Alcoa Inc. Employees’ Excess Benefits Plan, Plan C), as amended and restated effective August 1, 2016, incorporated by reference to exhibit 10(j) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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First Amendment to Arconic Employees’ Excess Benefits Plan C (as amended and restated effective August 1, 2016), effective January 1, 2018, incorporated by reference to exhibit 10(l)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Second Amendment to Arconic Employees’ Excess Benefits Plan C (as amended and restated effective August 1, 2016), effective January 1, 2018, incorporated by reference to exhibit 10(l)(2) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Third Amendment to Arconic Employees’ Excess Benefits Plan C (as amended and restated effective August 1, 2016), incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 8, 2018.
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Deferred Fee Plan for Directors, as amended effective July 9, 1999, incorporated by reference to exhibit 10(g)(1) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 1999.
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Amended and Restated Deferred Fee Plan for Directors, effective November 1, 2016, incorporated by reference to exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended September 30, 2016.
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Non-Employee Director Compensation Policy, effective February 6, 2019, incorporated by reference to exhibit 10(m) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2018.
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10(m)
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Fee Continuation Plan for Non-Employee Directors, incorporated by reference to exhibit 10(k) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1989.
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Amendment to Fee Continuation Plan for Non-Employee Directors, effective November 10, 1995, incorporated by reference to exhibit 10(i)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1995.
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Second Amendment to the Fee Continuation Plan for Non-Employee Directors, effective September 15, 2006, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated September 20, 2006.
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Arconic Deferred Compensation Plan, as amended and restated effective August 1, 2016, incorporated by reference to exhibit 10(p) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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First Amendment to the Arconic Deferred Compensation Plan (as amended and restated effective August 1, 2016), effective January 1, 2018, incorporated by reference to exhibit 10(r)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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10(o)
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Summary of the Executive Split Dollar Life Insurance Plan, dated November 1990, incorporated by reference to exhibit 10(m) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1990.
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Amended and Restated Dividend Equivalent Compensation Plan, effective January 1, 1997, incorporated by reference to exhibit 10(h) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended September 30, 2004.
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10(q)
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Form of Indemnity Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10(j) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987.)
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Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 25, 2018.
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Amended and Restated 2009 Alcoa Stock Incentive Plan, dated February 15, 2011, incorporated by reference to exhibit 10(z)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2010.
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Arconic Supplemental Pension Plan for Senior Executives (formerly referred to as the Alcoa Supplemental Pension Plan for Senior Executives), as amended and restated effective August 1, 2016, incorporated by reference to exhibit 10(v) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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First Amendment to Arconic Supplemental Pension Plan for Senior Executives (as amended and restated effective August 1, 2016), effective January 1, 2018, incorporated by reference to exhibit 10(x)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Second Amendment to Arconic Supplemental Pension Plan for Senior Executives (as amended and restated effective August 1, 2016), effective January 1, 2018, incorporated by reference to exhibit 10(x)(2) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Deferred Fee Estate Enhancement Plan for Directors, effective July 10, 1998, incorporated by reference to exhibit 10(r) to the Company’s Annual Report on Form 10-K (Commission file number 1- 3610) for the year ended December 31, 1998.
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Arconic Inc. Change in Control Severance Plan, as amended and restated, effective May 14, 2019, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated May 17, 2019.
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Letter Agreement, dated August 14, 2007, between Alcoa Inc. and Klaus Kleinfeld, incorporated by reference to exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended September 30, 2007.
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Executive Severance Agreement, as amended and restated effective December 8, 2008, between Alcoa Inc. and Klaus Kleinfeld, incorporated by reference to exhibit 10(gg) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2008.
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Letter Agreement between Arconic Inc. and Klaus Kleinfeld, dated February 27, 2017, incorporated by reference to exhibit 10(y)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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Separation Agreement between Arconic Inc. and Klaus Kleinfeld, dated July 31, 2017, incorporated by reference to exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2017.
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Form of Executive Severance Agreement between the Company and new officers entered into after July 22, 2010, incorporated by reference to exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended September 30, 2010.
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Arconic Inc. Executive Severance Plan, as amended and restated, effective May 14, 2019, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated May 17, 2019.
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Letter Agreement, by and between Alcoa Inc. and Katherine H. Ramundo, dated as of July 28, 2016, incorporated by reference to exhibit 10(ff) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Letter Agreement, from Arconic Inc. to Katherine H. Ramundo, dated as of May 31, 2018, incorporated by reference to exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2018.
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Letter Agreement between Arconic Inc. and David P. Hess, dated May 17, 2017, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated May 22, 2017 (reporting an event on May 17, 2017).
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Letter Agreement, by and between Arconic Inc. and Charles P. Blankenship, dated as of October 19, 2017, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated October 23, 2017
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Separation Agreement between Arconic Inc. and Charles P. Blankenship, dated as of March 14, 2019, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 18, 2019.
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Letter Agreement, by and between Arconic Inc. and Mark J. Krakowiak, dated as of January 20, 2018, incorporated by reference to exhibit 10(ii) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Letter Agreement, from Arconic Inc. to Ken Giacobbe, dated as of February 14, 2019, incorporated by reference to exhibit 10(hh) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2018.
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Letter Agreement, by and between Arconic Inc. and John C. Plant, dated as of February 6, 2019, incorporated by reference to exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Letter Agreement, by and between Arconic Inc. and John C. Plant, dated as of August 1, 2019, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 2, 2019.
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Letter Agreement, by and between Arconic Inc. and John C. Plant, dated as of February 24, 2020, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 25, 2020.
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Letter Agreement, by and between Arconic Inc. and Elmer L. Doty, dated as of February 6, 2019, incorporated by reference to exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Letter Agreement, by and between Arconic Inc. and Neil E. Marchuk, dated as of February 13, 2019, incorporated by reference to exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Letter Agreement between Arconic Inc. and Timothy D. Myers, dated as of January 13, 2020, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 17, 2020.
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Letter Agreement between Arconic Inc. and Tolga Oal, dated as of January 24, 2020, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 25, 2020.
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Arconic Global Pension Plan, as amended and restated effective August 1, 2016, incorporated by reference to exhibit 10(bb) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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Global Expatriate Employee Policy (pre-January 1, 2003), incorporated by reference to exhibit 10(uu) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2005.
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Arconic Inc. Legal Fee Reimbursement Plan, effective as of April 30, 2018, incorporated by reference to exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2018.
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Summary Description of Equity Choice Program for Performance Equity Award Participants, dated November 2005, incorporated by reference to exhibit 10.6 to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated November 16, 2005.
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2013 Arconic Stock Incentive Plan, as Amended and Restated, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 17, 2019.
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Terms and Conditions (Australian Addendum) to the 2013 Arconic Stock Incentive Plan, effective May 3, 2013, incorporated by reference to exhibit 10(d) to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated May 8, 2013.
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RTI International Metals, Inc. 2004 Stock Plan, incorporated by reference to exhibit 4(b) to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated July 23, 2015.
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RTI International Metals, Inc. 2014 Stock and Incentive Plan, incorporated by reference to exhibit 4(a) to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated July 23, 2015.
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First Amendment to the RTI International Metals, Inc. 2014 Stock and Incentive Plan, as amended and assumed by Arconic Inc., dated February 1, 2018, incorporated by reference to exhibit 10(oo)(1) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Form of Award Agreement for Stock Options, effective January 1, 2010, incorporated by reference to exhibit 10(ddd) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2009.
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Terms and Conditions for Stock Options, effective January 1, 2011, incorporated by reference to exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2011.
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Terms and Conditions for Stock Option Awards, effective May 3, 2013, incorporated by reference to exhibit 10(b) to the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated May 8, 2013.
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Terms and Conditions for Stock Option Awards under the 2013 Arconic Stock Incentive Plan, effective July 22, 2016, incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2016.
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Global Stock Option Award Agreement, effective January 19, 2018, incorporated by reference to exhibit 10(uu) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Form of Stock Option Award Agreement, incorporated by reference to exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2018.
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Terms and Conditions for Restricted Share Units, effective May 3, 2013, incorporated by reference to exhibit 10(c) to the Company’s Current Report on Form 8-K (Commission file number 1- 3610) dated May 8, 2013.
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Terms and Conditions for Restricted Share Units under the 2013 Arconic Stock Incentive Plan, effective July 22, 2016, incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2016.
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Terms and Conditions for Restricted Share Units for Annual Director Awards under the 2013 Arconic Stock Incentive Plan, effective November 30, 2016, incorporated by reference to exhibit 10(vv) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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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, incorporated by reference to exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2018.
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Terms and Conditions for Deferred Fee Restricted Share Units for Director Awards under the 2013 Arconic Stock Incentive Plan, effective November 30, 2016, incorporated by reference to exhibit 10(ww) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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Terms and Conditions for Restricted Share Units issued on or after January 13, 2017, under the 2013 Arconic Stock Incentive Plan, effective January 13, 2017, incorporated by reference to exhibit 10(xx) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2016.
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Terms and Conditions for Restricted Share Units - Interim CEO (David P. Hess) Award, effective October 23, 2017, incorporated by reference to exhibit 10(ccc) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Terms and Conditions for Restricted Share Units - Non-Executive Chairman (John C. Plant) Director Award, effective October 23, 2017, incorporated by reference to exhibit 10(ddd) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Terms and Conditions for Restricted Share Units - Non-Executive Chairman (John C. Plant) Director Award, effective October 23, 2018, incorporated by reference to exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended September 30, 2018.
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Global Restricted Share Unit Award Agreement, effective January 19, 2018, incorporated by reference to exhibit 10(eee) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Terms and Conditions for Restricted Share Units issued on or after January 19, 2018, under the 2013 Arconic Stock Incentive Plan, effective January 19, 2018, incorporated by reference to exhibit 10(fff) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Form of Restricted Share Unit Award Agreement, incorporated by reference to exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2018.
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Restricted Share Unit Award Agreement - Executive Vice President, Human Resources (Neil E. Marchuk) Annual Equity Award, effective March 15, 2019, incorporated by reference to exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Restricted Share Unit Award Agreement - Executive Vice President, Human Resources (Neil E. Marchuk) Sign-on Equity Award, effective March 15, 2019, incorporated by reference to exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Terms and Conditions for Special Retention Awards under the 2013 Arconic Stock Incentive Plan, effective January 1, 2015, incorporated by reference to exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2015.
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Terms and Conditions for Special Retention Awards under the 2013 Arconic Stock Incentive Plan, effective July 22, 2016, incorporated by reference to exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2016.
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Global Special Retention Award Agreement, effective January 19, 2018, incorporated by reference to exhibit 10(kkk) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2017.
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Special Retention Award Agreement - Katherine H. Ramundo, effective May 16, 2018, incorporated by reference to exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2018.
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Special Retention Award Agreement - Paul Myron, effective May 16, 2018, incorporated by reference to exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2018.
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Special Retention Award Agreement - Ken Giacobbe, effective February 12, 2019, incorporated by reference to exhibit 10(nnn) to the Company’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2018.
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Special Retention Award Agreement - Paul Myron, effective February 28, 2019, incorporated by reference to exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2019.
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Special Retention Award Agreement - Neil E. Marchuk, effective May 14, 2019, incorporated by reference to exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2019.
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Subsidiaries of the Registrant.
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Consent of Independent Registered Public Accounting Firm.
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Power of Attorney for certain directors.
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Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101. INS
|
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XBRL Instance Document.
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101. SCH
|
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XBRL Taxonomy Extension Schema Document.
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101. CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
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101. DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
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101. LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
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101. PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
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104
|
|
The cover page of this Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL and contained in Exhibit 101).
|
|
ARCONIC INC.
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February 26, 2020
|
By
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/s/ Paul Myron
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Paul Myron
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|
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Vice President and Controller (Also signing as Principal Accounting Officer)
|
Signature
|
Title
|
Date
|
/s/ John C. Plant
|
|
February 26, 2020
|
John C. Plant
|
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
|
|
/s/ Ken Giacobbe
|
|
February 26, 2020
|
Ken Giacobbe
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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|
*By
|
|
/s/ Paul Myron
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|
Paul Myron
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Attorney-in-Fact
|
•
|
provide that the Board may authorize the issuance from time to time of shares of preferred stock and in general may fix the designations, powers, rights, preferences, qualifications, limitations and restrictions thereof;
|
•
|
establish advance notice requirements for stockholders to nominate candidates for election as directors or present other business for consideration at meetings of stockholders; and
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•
|
pursuant to Section 115 of the DGCL, provide that the sole and exclusive forum for certain “internal corporate claims” will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware).
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•
|
the rate of dividend, including the date from which dividends will be cumulative;
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•
|
the price at, and the terms and conditions on, which shares may be redeemed;
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•
|
the amounts payable on shares in the event of voluntary or involuntary liquidation;
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•
|
sinking fund provisions for the redemption or purchase of shares in the event shares of any series of preferred stock are issued with sinking fund provisions; and
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•
|
the terms and conditions on which the shares of any series may be converted in the event the shares of any series are convertible.
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•
|
such shares will no longer be deemed to be outstanding; and
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•
|
holders will have no further rights as shareholders of the Company, except the right to receive the redemption price.
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•
|
authorize any additional class of stock or increase the authorized number of shares of Preferred Stock or any class of stock which ranks on a parity with the Preferred Stock as to dividends or assets; or
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•
|
merge or consolidate with or into any other corporation if the corporation surviving or resulting from such merger or consolidation would have any authorized class of stock ranking senior to or on a parity with the
|
•
|
make any adverse change in the rights and preferences of the Preferred Stock. If such a change would affect any series of Preferred Stock adversely as compared to the effect on any other series of Preferred Stock, no such change may be made without the additional consent of the holders of at least sixty-six and two-thirds percent of the outstanding shares of such series of Preferred Stock;
|
•
|
authorize any additional class of stock or increase the authorized number of shares of any class of stock which ranks senior to the Preferred Stock as to dividends or assets; or
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•
|
sell or otherwise part with control of all or substantially all of its property or business or voluntarily liquidate, dissolve or wind up its affairs.
|
Name
|
State or
Country of
Organization
|
|
Arconic Rolled Products Corporation
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Delaware
|
|
Arconic UK Holdings Limited
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United Kingdom
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Arconic Manufacturing (G.B.) Limited
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United Kingdom
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Alumax LLC
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Delaware
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Kawneer Company, Inc.
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Delaware
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Alumax Mill Products, Inc.
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Delaware
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Arconic Domestic LLC
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Delaware
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Arconic Securities LLC
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Delaware
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Howmet International Inc.
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Delaware
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Howmet Holdings Corporation
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Delaware
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Howmet Corporation
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Delaware
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Arconic International Holding Company LLC
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Delaware
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Arconic Luxembourg S.à r.l.
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Luxembourg
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Arconic-Köfém Kft
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Hungary
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Arconic Global Treasury Services S.a.r.l.
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Luxembourg
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Cordant Technologies Holding LLC
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Delaware
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Arconic Global Fasteners & Rings, Inc.
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Delaware
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Huck International Inc.
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Delaware
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FR Acquisition Corporation (US), Inc.
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Delaware
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JFB Firth Rixson Inc.
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Delaware
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/s/ James F. Albaugh
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/s/ Amy E. Alving
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James F. Albaugh
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Amy E. Alving
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/s/ Christopher L. Ayers
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/s/ Elmer L. Doty
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Christopher L. Ayers
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Elmer L. Doty
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/s/ Rajiv L. Gupta
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/s/ Sean O. Mahoney
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Rajiv L. Gupta
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Sean O. Mahoney
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/s/ David J. Miller
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/s/ E. Stanley O’Neal
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David J. Miller
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E. Stanley O’Neal
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/s/ John C. Plant
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/s/ Ulrich R. Schmidt
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John C. Plant
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Ulrich R. Schmidt
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1.
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I have reviewed this annual report on Form 10-K of Arconic Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ John C. Plant
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John C. Plant
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Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Arconic Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Ken Giacobbe
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Ken Giacobbe
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Executive Vice President and Chief Financial Officer
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Dated:
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February 26, 2020
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/s/ John C. Plant
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John C. Plant
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Chairman and Chief Executive Officer
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Dated:
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February 26, 2020
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/s/ Ken Giacobbe
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Ken Giacobbe
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Executive Vice President and Chief Financial Officer
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