Current Report Filing (8-k)
19 February 2019 - 11:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 19, 2019
ARCONIC
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-3610
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25-0317820
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(State or other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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390 Park Avenue, New York, New York
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10022-4608
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(Address of Principal Executive Offices)
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(Zip Code)
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Office of Investor
Relations 212-836-2758
Office of the Secretary 212-836-2732
(Registrant’s
telephone number, including area code)
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
On February 19,
2019, Arconic Inc. (“Arconic” or the “Company”) entered into an accelerated share repurchase (“ASR”)
agreement with JPMorgan Chase Bank, National Association, London Branch, to repurchase $700 million of Arconic’s common stock,
pursuant to the share repurchase program previously authorized by the Board of Directors.
Under the ASR
agreement, Arconic will receive initial delivery of approximately 31.9 million shares on February 21, 2019. The final number of
shares to be repurchased will be based on the volume-weighted average price of Arconic’s common stock during the term of
the transaction, less a discount. The ASR agreement is expected to be completed during the first half of 2019.
After giving effect
to the share repurchase under the ASR agreement, approximately $300 million remains available under the prior authorization by
the Board of Directors for share repurchases through the end of 2020.
A copy of the Company’s press release
regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following is filed as an exhibit to this report:
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 Arconic’s expectations, assumptions or projections about the future, other than statements
of historical fact, are forward-looking statements, including, without limitation, expectations relating to share repurchases,
which may be subject to market conditions, legal requirements and other considerations. These statements reflect beliefs and assumptions
that are based on Arconic’s perception of historical trends, current conditions and expected future developments, as well
as other factors Arconic 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, which could cause
actual results to differ materially from those indicated by these statements. 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 Arconic; (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) competition from
new product offerings, disruptive technologies or other developments; (e) political, economic, and regulatory risks relating to
Arconic’s global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other
regulations; (f) manufacturing difficulties or other issues that impact product performance, quality or safety; (g) Arconic’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; (h) the impact of cyber attacks and potential information technology
or data security breaches; (i) changes in discount rates or investment returns on pension assets; (j) the impact of changes in
aluminum prices and 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 Arconic to substantial costs and liabilities;
and (l) the other risk factors summarized in Arconic’s Form 10-K for the year ended December 31, 2017 and other reports filed
with the U.S. Securities and Exchange Commission. Market projections are subject to the risks discussed above and other risks in
the market. The statements in this report are made as of the date of this report, even if subsequently made available by Arconic
on its website or otherwise. Arconic 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.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARCONIC INC.
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Dated: February 19, 2019
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By:
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/s/ Peter Hong
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Name:
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Peter Hong
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Title:
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Vice President and Treasurer
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