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Arconic Investor Relations – Website FAQ

  1. When is the record date for the 2017 Annual Shareholders Meeting?

    • Shareholders of record at the close of business on March 1, 2017, will be entitled to vote at the 2017 Annual Meeting of Shareholders.

  2. How did the separation impact Alcoa Inc. common stock?

    • As of the separation on November 1, 2016, Alcoa Inc. was renamed Arconic Inc., and any shares of Alcoa Inc. were automatically renamed as Arconic shares.

    • Following the separation, a shareholder who held Alcoa Inc. shares as of the close of business on October 20, 2016, which was the record date for the separation distribution, (i) retained his/her shares (now called Arconic shares), and (ii) in addition, automatically received shares of the new upstream company, Alcoa Corporation. Alcoa Inc. shareholders received one share of Alcoa Corporation common stock for every three shares of Alcoa Inc. common stock held as of the record date for the separation distribution. Shareholders received cash in lieu of any fractional shares.

    • For additional information about the separation distribution, please see our separation-related filings, which can be found on the SEC’s website at www.sec.gov and Arconic’s website.

  3. What is the conversion rate of the 5.375% Mandatory Convertible Preferred Stock?

    • On August 25, 2017, the Company will pay a distribution (the “Dividend”) consisting exclusively of cash to all holders of Common Shares as of the close of business on August 4, 2017 (the “Dividend Record Date”) of $0.06 per Common Share 

    • As a result of the Dividend, in accordance with the Preferred Stock Terms, certain adjustments have been made, effective immediately after 5:00 p.m., New York City time, on the Dividend Record Date, pursuant to the Preferred Stock Terms, as a result of which:

      • The Maximum Conversation Rate is equal to 15.6996 Common Shares per share of Mandatory Convertible Preferred Stock (equivalent to 1.56996 Common Shares per depositary share representing a 1/10th interest in a share of Mandatory Convertible Preferred Stock).
      • The Minimum Conversion Rate is equal to 13.0829 Common Shares per share of Mandatory Convertible Preferred Stock (equivalent to 1.30829 Common Shares per depositary share representing a 1/10th interest in a share of Mandatory Convertible Preferred Stock).
      • For purposes of determining which of clauses (i), (ii) and (iii) of Section 7(b) shall apply on the Mandatory Conversion Date, the Threshold Appreciation Price is $38.2138.
      • For purposes of determining which of clauses (i), (ii) and (iii) of Section 7(b) shall apply on the Mandatory Conversion Date, the Initial Price is $31.8481.
      • The Fundamental Change Conversion Rate, for a Fundamental Change Conversion, is the conversion rate set forth in the table below for the Fundamental Change Effective Date and the Fundamental Change Share Price applicable to such Fundamental Change:

        View Table

      • The Initial Dividend Threshold is $0.0592 per Common Share.

    • The adjustments for the Dividend described herein have been made on the basis of the Current Market Price of the Common Shares, calculated as the Average VWAP per Common Share over the five consecutive Trading Day period ending on August 2, 2017. Such Current Market Price of the Common Shares was calculated to be $25.1726

    • In accordance with the terms of the Mandatory Convertible Preferred Stock, adjustments to the conversion rates may be made in the future upon certain events, including any cash dividends to common stockholders in excess of the Initial Dividend Threshold.

    The foregoing description is subject to and is qualified by reference to the Statement with respect to Shares Amending the Articles of Incorporation of Arconic Inc. (f/k/a Alcoa Inc.) designating and establishing the Mandatory Convertible Preferred Stock; capitalized terms used herein and not otherwise defined herein have the meaning given in such Statement.

  4. How did the separation impact Alcoa Inc. cumulative preferred stock?

    • The $3.75 Cumulative Preferred Stock of Alcoa Inc. has been retained as preferred stock of Arconic.

  5. What is the impact of the separation on dividends, which Alcoa Inc. previously paid?

    • The last declared quarterly common stock dividend is 6 cents per share.

  6. What are the tax implications of the separation for non-US shareholders? Will it be a tax-free transaction for them?

    • Non-US shareholders will need to seek appropriate tax advice to determine the tax implications of the transaction.

  7. What is the conversion rate of the RTI International Metals Inc. (a subsidiary of Arconic Inc.) Convertible Senior Notes due 2019 (the “RTI 2019 Notes”)? How many shares could these notes convert into?

    • August 2, 2017 was the Ex-Dividend Date for a $0.06 (six cent) cash dividend (the “Cash Dividend”) to all holders of the Common Stock, which will be paid on August 25, 2017. 

    • As a result of the Cash Dividend, an adjustment to the Conversion Rate has been made pursuant to Section 8.04(d) of the Third Supplemental Indenture.

    • After giving effect to the adjustment, as of the date hereof, the Conversion Rate is 35.4271 shares of Common Stock per $1,000 principal amount of Notes.

    • If all of the outstanding aggregate principal amount of $402,500,000 RTI 2019 Notes convert at the prevailing conversion rate of 35.4271, the shares to be issued upon conversion would be approximately 14.3 million shares.

      The foregoing description is subject to and is qualified by reference to all the provisions of the RTI 2019 Notes and the related indenture, including the definitions of certain terms used in the indenture.
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