Item 7.01.
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Regulation FD Disclosure.
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On January 8, 2018, the Company announced
that benefit accruals for future service and compensation under all of the Company’s qualified and non-qualified defined
benefit pension plans for U.S. salaried and non-bargained hourly employees (the “
Pension Plans
”) will cease
effective as of April 1, 2018. Service earned after March 31, 2018 will continue to count towards eligibility for early retirement
provisions on accrued benefits earned under the Pension Plans as of March 31, 2018.
In connection with this change to the
Pension Plans, affected participants will receive an employer contribution of 3% of eligible compensation, and an employer
matching contribution of up to 6% of eligible compensation, under the Company defined contribution plans in which they
participate, which is consistent with the current employer contributions under such plans for most newly hired salaried
participants. Furthermore, an additional transition employer contribution of 3% of eligible compensation will be made to the
Company’s defined contribution plans for affected employees for the period from April 1, 2018 through December 31,
2018.
This change to the Pension Plans will apply
to approximately 7,900 U.S. salaried and non-bargained hourly employees. Benefits already earned by affected employees through
March 31, 2018 will be available to such employees when they reach retirement eligibility. Retirees already collecting benefits,
and former employees with vested benefits, under the Pension Plans will not be impacted by this change to the Pension Plans.
As a result of this change to the Pension
Plans, in the first quarter of 2018, the Company expects to record a liability decrease of approximately $140 million related to
the reduction of future benefits and a curtailment charge of approximately $5 million pre-tax. For the full year 2018, the
Company expects pension-related expense to be lower by approximately $50 million pre-tax compared to 2017 full year expenses.
The lower pension expense expectation is based on preliminary year-end December 31, 2017 results and is inclusive of the change
to the Pension Plans described above as well as expected changes in other pension-related assumptions.
Amounts related to this action are still
being finalized. Additional details will be provided in the Company’s Form 10-K for the year ended December 31, 2017.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate
to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include those containing such words as "anticipates," "believes,"
"could," "estimates," "expects," "forecasts," "goal," "guidance," "intends,"
"may," "outlook," "plans," "projects," "seeks," "sees," "should,"
"targets," "will," "would," or other words of similar meaning. All statements that reflect the Company’s
expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements,
including, without limitation, statements and guidance regarding future financial results or operating performance. These statements
reflect beliefs and assumptions that are based on the Company’s perception of historical trends, current conditions and expected
future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult
to predict. Although the Company believes that the expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ
materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and
uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally;
(b) unfavorable changes in the markets served by the Company; (c) the inability to achieve the level of revenue growth, cash generation,
cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated
or targeted; (d) changes in discount rates or investment returns on pension assets; (e) the Company’s inability to realize
expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures,
curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security
breaches; (g) any manufacturing difficulties or other issues that impact product performance, quality or safety; (h) political,
economic, and regulatory risks in the countries in which the Company operates or sells products; (i) material adverse changes in
aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes
in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government
or regulatory investigations, and environmental remediation, which can expose the Company to substantial costs and liabilities;
and (l) the other risk factors summarized in the Company’s Form 10-K for the year ended December 31, 2016, the Company’s
Form 10-Q for the quarter ended June 30, 2017 and other reports filed with the U.S. Securities and Exchange Commission (SEC). The
Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information,
future events, or otherwise, except as required by applicable law.