Current Report Filing (8-k)
January 16 2019 - 4:13PM
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):
January
16, 2019
ALCOA CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-37816
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81-1789115
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania
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15212-5858
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(Address of principal executive offices)
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(Zip Code)
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412-315-2900
(Registrant’s
telephone number, including area code)
Not applicable
(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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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
⃞
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.
⃞
Item 2.02
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Results of Operations and Financial Condition.
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On January 16, 2019, Alcoa Corporation (the “Company”) issued a press
release announcing its fourth quarter and full year 2018 financial
results. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference into this Item 2.02.
The information contained in this Item 2.02, including Exhibit 99.1
attached hereto, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 7.01
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Regulation FD Disclosure.
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On January 16, 2019, the Company reached a tentative agreement with
workers’ representatives at its Avilés and La Coruña aluminum plants in
Spain as part of the collective dismissal process announced in October.
The plan, subject to ratification of the workforce by the end of the
month, calls for the curtailment of the two smelters’ remaining,
combined operating capacity of 124,000 annual metric tons. The
casthouses at both plants and the paste plant at La Coruña would remain
in operation. A social plan included in the tentative agreement
preserves a portion of the jobs at the two facilities and includes
retirement packages and potential relocation to the Company’s San
Ciprián facility.
Upon ratification, the Company expects to record restructuring-related
charges estimated to be between $90 million and $115 million (pre- and
after-tax), or $0.48 to $0.62 per share, all of which would be paid in
2019. Depending on the ultimate outcome of this process, the Company may
incur additional charges for the closure of the two smelters later in
2019 estimated to range between $125 million and $135 million (pre- and
after-tax), or $0.66 to $0.73 per share, of which approximately 75
percent would be non-cash. The remaining 25 percent would result in cash
outlays subsequent to 2019.
As a result of the described potential curtailment, Alcoa would expect
an annual improvement to net income of $70 million to $80 million, based
on 2018 market prices, beginning in the third quarter of 2019.
Forward-Looking Statements
This report 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,”
“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. Forward-looking statements are not
guarantees of future performance and are subject to known and unknown
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. Additional information concerning factors that could
cause actual results to differ materially from those projected in the
forward-looking statements is contained in our filings with the
Securities and Exchange Commission. The Company disclaims any obligation
to update publicly any forward-looking statements, whether in response
to new information, future events or otherwise, except as required by
applicable law.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following is furnished as an exhibit to this
report:
SIGNATURES
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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ALCOA CORPORATION
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Date:
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January 16, 2019
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By:
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/s/ Jeffrey D. Heeter
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Jeffrey D. Heeter
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Executive Vice President, General Counsel
and Secretary
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