ARNC 10-Q Quarterly Report March 31, 2020 | Alphaminr

ARNC 10-Q Quarter ended March 31, 2020

TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 6. Exhibits

Exhibits

2.1 Separation and Distribution Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.2 Tax Matters Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.2 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.3(a) Employee Matters Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.3 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.3(b) First Amendment to Employee Matters Agreement, dated as of April 10, 2020, by and between Howmet Aerospace Inc. and Arconic Corporation, incorporated by reference to exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 10, 2020 2.4 Patent, Know-How, and Trade Secret License Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.5 Patent, Know-How, and Trade Secret License Agreement, dated as of March 31, 2020, by and between Arconic Rolled Products Corporation and Arconic Inc., incorporated by reference to exhibit 2.5 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.6 Trademark License Agreement, dated as of March 31, 2020, by and between Arconic Rolled Products Corporation and Arconic Inc., incorporated by reference to exhibit 2.6 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.7 Trademark License Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.7 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.8 Master Agreement for Product Supply, dated as of March 31, 2020, by and between Arconic Massena LLC, Arconic Lafayette LLC, Arconic Davenport LLC and Arconic Inc., incorporated by reference to exhibit 2.8 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.9 Metal Supply & Tolling Agreement by and between Arconic-Kfm Mill Products Hungary Kft and Arconic-Kfm Kft, dated January 1, 2020, incorporated by reference to exhibit 2.9 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.10 Use Agreement by and between Arconic-Kfm Szkesfehrvri Knnyfmm Korltolt Felelssg Trsasg and Arconic-Kfm Mill Products Hungary Korltolt Felelssg Trsasg, dated January 6, 2020, incorporated by reference to exhibit 2.10 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.11 Land Use Right Agreement by and between Arconic-Kfm Mill Products Hungary Korltolt Felelssg Trsasg and Arconic-Kfm Szkesfehrvri Knnyfmm Korltolt Felelssg Trsasg, dated January 6, 2020, incorporated by reference to exhibit 2.11 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.12 Service Level Agreement for Central Engineering and Maintenance by and between Arconic-Kfm Kft and Arconic-Kfm Mill Products Hungary Kft, dated January 1, 2020, incorporated by reference to exhibit 2.12 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.13 Service Level Agreement for Energy, Steam and Water by and between Arconic-Kfm Kft and Arconic-Kfm Mill Products Hungary Kft, dated January 31, 2020, incorporated by reference to exhibit 2.13 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.14 Land Use Right Agreement by and between Arconic-Kfm Szkesfehrvri Knnyfmm Korltolt Felelssg Trsasg and Arconic-Kfm Mill Products Hungary Korltolt Felelssg Trsasg, dated January 6, 2020, incorporated by reference to exhibit 2.14 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2.15 Second Supplemental Tax and Project Certificate and Agreement, dated as of March 31, 2020, by and among Arconic Inc., Arconic Davenport LLC and Arconic Rolled Products Corporation, incorporated by reference to exhibit 2.9 to the Company's Current Report on Form 8-K filed on April 3, 2020 2.16 Lease and Property Management Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Massena LLC, incorporated by reference to exhibit 2.10 to the Company's Current Report on Form 8-K filed on April 3, 2020 3.1(a) First Amendment to the Certificate of Incorporation of Arconic Rolled Products Corporation, incorporated by reference to exhibit 3.1(a) to the Company's Current Report on Form 8-K filed on April 3, 2020 3.1(b) Amended and Restated Certificate of Incorporation of Arconic Corporation, incorporated by reference to exhibit 3.1(b) to the Company's Current Report on Form 8-K filed on April 3, 2020 3.2 Amended and Restated Bylaws of Arconic Corporation, incorporated by reference to exhibit 3.2 to the Company's Current Report on Form 8-K filed on April 3, 2020 4.1 Indenture, 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, dated February 7, 2020, incorporated by reference to exhibit 10.14 to Amendment No. 2 to the Companys registration statement on Form 10 filed on February 7, 2020 4.2 Supplemental Indenture, dated as of March 30, 2020, among each undersigned subsidiary of the Issuer, U.S. Bank National Association, as trustee and U.S. Bank National Association, as second priority collateral agent, authenticating agent, registrar and paying agent, incorporated by reference to exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.1(a) Arconic Corporation 2020 Stock Incentive Plan, incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.1(b) Terms and Conditions for Restricted Share Units for Annual Director Awards, under the Arconic Corporation 2020 Stock Incentive Plan, effective April 8, 2020, incorporated by reference to exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 10, 2020 10.1(c) Terms and Conditions for Deferred Fee Restricted Share Units for Director Awards under the Arconic Corporation 2020 Stock Incentive Plan, effective April 8, 2020, incorporated by reference to exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 10, 2020 10.1(d) Form of Restricted Share Unit Award Agreement pursuant to the Arconic Corporation 2020 Stock Incentive Plan, incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 23, 2020 10.1(e) Form of Special Retention Award Agreement pursuant to the Arconic Corporation 2020 Stock Incentive Plan, incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 23, 2020 10.2 Arconic Corporation 2020 Annual Cash Incentive Plan, incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.3 Arconic Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Companys registration statement on Form 10 filed on February 7, 2020 10.4 Arconic Corporation Excess Plan C, incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Companys registration statement on Form 10 filed on February 7, 2020 10.5 Arconic Corporation Change in Control Severance Plan, incorporated by reference to exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.6 Arconic Corporation Executive Severance Plan, incorporated by reference to exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.7 Arconic Corporation Legal Fee Reimbursement Plan, incorporated by reference to exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.8 Arconic Corporation Deferred Fee Plan for Directors, incorporated by reference to exhibit 10.6 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.9 Arconic Corporation Non-Employee Director Compensation Policy, incorporated by reference to exhibit 10.7 to the Company's Current Report on Form 8-K filed on April 3, 2020 10.10(a) Employment Letter Agreement between Arconic Inc. and Timothy D. Myers, dated as of January 13, 2020, incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Companys registration statement on Form 10 filed on January 22, 2020 10.10(b) Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Timothy D. Myers, incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 10, 2020 10.11(a) Employment Letter Agreement between Arconic Inc. and Erick R. Asmussen, dated as of January 29, 2020, incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Companys registration statement on Form 10 filed on February 7, 2020 10.11(b) Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Erick Asmussen, incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 10, 2020 10.12(a) Employment Letter Agreement between Arconic Inc. and Diana C. Toman, dated as of January 28, 2020, incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Companys registration statement on Form 10 filed on February 7, 2020 10.12(b) Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Diana Toman, incorporated by reference to exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 10, 2020 10.13 Credit Agreement, dated as of March 25, 2020, by and among the Company, the designated borrowers from time to time party thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 26, 2020 31. Certifications pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32. Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002