Howmet Aerospace (HWM) 10-K risk factor changes: FY2021 vs FY2020

Howmet’s business, financial [removed: condition] [added: condition,] and results of operations may be impacted by a number of factors.

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could materially harm the Company’s business, [removed: financial condition or] results of operations, [added: financial condition and/or cash flows,] including causing its actual results to differ materially from those projected in any forward-looking statements.

Additional risks and uncertainties not presently known to Howmet or that Howmet currently deems immaterial [removed: also] may [removed: materially] [added: also] adversely affect the Company [added: materially] in future periods.

Our business, results of operations, financial condition and/or cash flows have been and could continue to be [removed: materially] adversely [removed: affected] [added: impacted materially] by the [added: continued] effects of the COVID-19 pandemic.

The [removed: extent to which COVID-19 further affects our operations] [added: impact] over time will depend on future [removed: developments, which] [added: developments that] are [removed: highly uncertain,] [added: beyond our control,] including the duration of the pandemic, the continued severity of the virus, resurgences and emergence of variants of the virus, the efficacy and availability [added: or uptake] of [removed: vaccines,] [added: vaccines] and [added: related drugs, and] the [removed: extent of] actions that may be taken [added: in response] to [removed: contain its impact.][added: COVID-19, such as vaccine mandates, manufacturing restrictions, labor policies, and travel limitations.]

The longer the [added: pandemic’s] duration, the greater the [added: potential] impact on our business and the more heightened the risk of a continuing material adverse effect on our [removed: business, results of operations, financial conditions and/or cash flows, as well as on our] [added: company,] business strategies and initiatives.

- *Business and operations risks:* We continue to monitor [removed: the evolving situation relating to] COVID-19 [added: guidance and requirements,] to determine whether we will need to [removed: significantly] modify our business practices or take actions as may be required by government authorities or that we determine are in the best interests of our [removed: employees, customers, partners, suppliers] [added: stakeholders, including our continuing focus on the safety] and [removed: shareholders.][added: protection of our workforce.]

[removed: In addition, due] [added: If there are restrictions on or disruptions] to [removed: the foregoing factors and potential further disruptions,] [added: our business practices,] we may be unable to perform fully on our contracts and our [added: operational] costs may increase.

As a result of COVID-19 and its [removed: potential] [added: negative] impact on the aerospace [removed: industry,] [added: and commercial transportation markets,] the possibility exists that a [added: corresponding] sustained impact to our operations, financial results and market capitalization may require material impairments of our assets, including, but not limited to, [removed: goodwill,] [added: goodwill and other] intangible assets, long-lived assets, and right-of-use assets.

- *Customer [removed: and supplier] risks*: We have limited visibility into future demand due to the disruptions resulting from COVID-19.

The [removed: sharp] [added: significant] decrease in air [removed: travel] [added: travel,] resulting from the COVID-19 pandemic and the measures that governments and private organizations worldwide have implemented in an attempt to contain its [removed: spread is] [added: spread, has] adversely [removed: affecting,] [added: affected,] and [removed: will likely] [added: may] continue to adversely affect, airlines and [removed: airframers] [added: aircraft manufacturers] and their respective demand for our [added: and our] customers’ products and services.

Aircraft manufacturers [removed: are reducing] [added: have reduced, and may continue to reduce,] production rates due to fewer expected aircraft deliveries and, as a result, demand for products in the OEM market has significantly decreased.

[added: Several of our aerospace customers previously suspended operations at certain production sites,] reduced operations and production rates, and/or took cost-cutting actions, including, but not limited to, General Electric Company, Raytheon Technologies Corporation and The Boeing Company, which represented approximately [removed: 11%, 9%] [added: 13%, 9%,] and [removed: 8%,] [added: 5%,] respectively, of our third-party sales in [removed: 2020.][added: 2021.]

Due to the foregoing factors and other cost-cutting [removed: measures,] [added: measures by our customers,] we are experiencing, and expect to continue experiencing, lower demand and volume for our [removed: products, customer requests for potential payment deferrals, pricing concessions or other contract modifications, and delays in deliveries and the achievement of other billing milestones.][added: products.]

[removed: Should such disruption continue for an extended period of time,] [added: The COVID-19 pandemic affecting] the [removed: impact will] [added: global community has had and may continue to] have a material adverse effect on our business, results of operations, financial condition and/or cash [removed: flows.][added: flows, and the nature and extent of the impact over time remain highly uncertain.]

Ultimately, the demand for our products [removed: is, in turn,] [added: is] driven by [added: the] demand for transportation and [removed: for people to] travel within and between various countries.

If the foregoing or other factors negatively impact our ability to comply with the financial covenant in [removed: the] [added: our Five-Year Revolving] Credit [removed: Agreement,] [added: Agreement (the “Credit Agreement”),] our ability to draw under the Credit Agreement would be adversely affected.

Conditions in the financial and credit markets may also limit the availability of funding or increase the cost of funding [removed: (including for receivables securitization] or [removed: supply chain finance programs used to finance working capital) or] our ability to refinance certain [added: portions] of our [removed: indebtedness, which could adversely affect our business, financial position, results of operations and/or cash flows.][added: indebtedness.]

The COVID-19 pandemic may also exacerbate other risks disclosed herein, including, but not limited to, risks related to global economic conditions, competition, loss of customers, costs of supplies, [added: supply chain disruptions,] manufacturing difficulties and disruptions, investment returns, our credit profile, our credit [removed: ratings] [added: ratings,] and interest rates.

The markets for Howmet’s products are [removed: highly] cyclical and are influenced by a number of factors, including global economic conditions.

Howmet sells many products to industries that are cyclical, such as the aerospace and commercial transportation industries, and the demand for [removed: its] [added: our] products is sensitive to, and quickly impacted by, demand for the finished goods manufactured by [removed: its] [added: our] customers in these industries, which may change as a result of changes in regional or worldwide economies, currency exchange rates, energy prices or other factors beyond [removed: its] [added: our] control.

In particular, Howmet derives a significant portion of [removed: its] [added: our] revenue from products sold to the aerospace industry, which [removed: can be highly] [added: is] cyclical and reflective of changes in the general economy.

Demand for commercial aircraft and spare parts is influenced by airline industry profitability, trends in airline passenger traffic, the state of U.S., regional and world economies, the ability of aircraft purchasers to obtain required financing and numerous other [removed: factors including the effects of terrorism, health and safety concerns (including as a result of the COVID-19 pandemic), environmental constraints imposed upon aircraft operators, the retirement of older aircraft, the performance and cost of alternative materials, and technological improvements to aircraft.][added: factors.]

The [removed: military] [added: defense] aerospace cycle is highly dependent on U.S. and foreign government funding; however, it is also driven by the effects of terrorism, a changing global geopolitical environment, U.S. foreign policy, the retirement of older military aircraft, and technological improvements to new [removed: engines.][added: engines and airframes.]

Further, the demand for Howmet’s commercial transportation products is driven by the number of vehicles produced by commercial transportation [removed: and automotive] manufacturers.

Commercial transportation [removed: and automotive] sales and production are affected by many factors, including the age of the vehicle [removed: fleet and related scrappage rates,] [added: fleet,] labor relations issues, fuel prices, regulatory requirements, government initiatives, trade [removed: agreements] [added: agreements,] and levels of competition.

[removed: The] [added: In addition, the] manufacture of many of Howmet’s products is a [removed: highly exacting and] complex process.

[removed: Product] [added: Furthermore, product] manufacturing or performance issues could result in recalls, customer penalties, contract cancellation and product liability [removed: exposure.][added: exposure in addition to a material adverse effect on our business, financial condition or results of operations.]

Because of approval, license and qualification requirements applicable to manufacturers and/or their suppliers, [added: sources of] alternatives to mitigate manufacturing disruptions may not be readily available to Howmet or its customers.

A material disruption [removed: of Howmet’s operations, particularly at one] [added: of,] or [removed: more of its] manufacturing [removed: facilities,] [added: difficulties at, Howmet’s manufacturing operations] could adversely affect Howmet’s business.

If Howmet’s operations, particularly one of its key manufacturing facilities, were to be [removed: disrupted as a result] [added: disrupted, including because] of significant equipment failures, natural disasters, power outages, fires, explosions, terrorism, theft, sabotage, adverse weather conditions, public health crises, labor [removed: disputes] [added: disputes, labor shortages] or other reasons, Howmet may be unable to effectively meet its obligations [removed: to] [added: to,] or demand [removed: from] [added: from,] its [removed: customers, which could adversely affect Howmet’s financial performance.][added: customers.]

[removed: Any interruption] [added: Interruptions] in production capability could [removed: require] [added: increase Howmet’s costs and reduce its sales, including causing] the Company to incur costs for premium freight, make substantial capital expenditures, or purchase alternative material at higher costs to [removed: fill] [added: fulfill] customer [removed: orders, which could negatively affect Howmet’s profitability and financial condition.][added: orders.]

[removed: Furthermore,] [added: Additionally,] a delivery delay by us due to production interruptions could subject us to liability from customer claims that such delay resulted in losses to the customer.

Information technology system failures, [removed: cyber attacks] [added: cyberattacks] and security breaches may threaten the integrity of Howmet’s intellectual property and other sensitive information, disrupt its business operations, and result in reputational harm and other negative consequences [removed: that could have] [added: having] a material adverse effect on its financial condition and results of operations.

Howmet’s information technology systems could be subject to damage or interruption from power outages; [removed: computer,] [added: computer] network and telecommunications failures; computer viruses; catastrophic events, such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism; and usage errors by employees.

The Company believes that it faces [removed: a heightened threat] [added: threats] of [removed: cyber attacks] [added: cyberattacks] due to the industries it serves, the locations of its [removed: operations] [added: operations,] and its technological innovations.

[removed: Based on information known to date,] [added: Although] past attacks have not [added: resulted in known losses of any critical data or] had a material impact on Howmet’s financial condition or results of [removed: operations.][added: operations, the scope and impact of any future incident cannot be predicted.]

While the Company continually works to safeguard its systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent [removed: cyber attacks] [added: cyberattacks] or security breaches that manipulate or improperly use the Company’s systems or networks, compromise confidential or otherwise protected information, destroy or corrupt data, [added: block access to its systems,] or otherwise disrupt its operations.

Howmet is dependent on a limited number of suppliers for [removed: a substantial portion of raw] materials [added: and services] essential to our operations, [added: including raw materials,] and supply chain disruptions could have a material adverse effect on our business.

Howmet has supply arrangements with [removed: a limited number of] suppliers for [added: various materials and services, including] raw materials.

The COVID-19 pandemic has resulted in increased operational challenges, which have included, and may in the future include, manufacturing site shutdowns and workplace disruptions.

We may also face challenges in restoring our production levels if and when COVID-19 abates if we are unable to reinstate our workforce at the levels needed or if our suppliers experience disruptions that impact their ability to provide goods or services to us.

Due to reduced air traffic and flight cycles, spares and aftermarket demand has declined and could remain low until air travel levels return.

The decrease in domestic and international air travel due to the pandemic has adversely affected demand for narrow-body and wide-body aircraft, respectively.

While domestic air travel has increased during the second half of 2021, international travel has not yet begun to recover and the commercial wide-body aircraft market may take longer to recover.

In addition, several of our commercial transportation customers have encountered, and may continue to encounter, challenges in their ability to increase production rates to meet demand due to supply chain constraints stemming from the pandemic.

- *Market, liquidity and credit risks*: Financial market dynamics and volatility due to COVID-19 could pose heightened risks to our liquidity, including those discussed below in “—Risks Related to Liquidity and Capital Resources.” If the COVID-19 pandemic continues for a prolonged period, it could adversely affect our financial condition, including with respect to satisfying both required and voluntary pension funding requirements, could result in potential increases in

net debt or reductions in EBITDA, and could otherwise negatively affect our ability to achieve our strategic objectives.

Manufacturing problems arising from equipment failure or malfunction, inadvertent failure to follow regulatory or customer specifications and procedures, including those related to quality or safety, and problems with raw materials could have an adverse impact on the Company’s ability to fulfill orders or meet product quality or performance requirements, which may result in negative publicity and damage to our reputation, adversely impacting product demand and customer relationships.

Supply constraints could impact our production or

Howmet’s business could be adversely affected by increases in raw material, manufacturing and operating costs due to inflation and other market forces or governmental constraints.

Howmet may be adversely affected by raw material, freight, energy, labor and other manufacturing and operating cost increases.

The costs of certain raw materials (including, but not limited to, nickel, titanium, aluminum, cobalt, and rhenium) necessary for the manufacture of Howmet’s products and other manufacturing and operating costs may be influenced by inflation, market forces of supply and demand, shortages, export limits, sanctions, new or increased import duties, and countervailing or anti-dumping duties.

While we generally attempt to pass along higher raw material costs to our customers through contractual agreements in the form of price increases, there can be a delay between an increase in our raw material costs and our ability to increase the prices of our products.

Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors.

If the Company is unable to offset significant cost increases through customer price increases, productivity improvements, cost reduction or other programs, Howmet’s business, operating results or financial condition could be materially adversely affected.

Similarly, to the extent demand for our products increases rapidly and significantly in future periods, whether as a result of general market conditions, the end of the COVID-19 pandemic or otherwise, we may not be able to ramp up production quickly enough to meet the demand.

We may also face difficulties in competing for and recruiting qualified employees.

These difficulties could result in significant delivery delays that could damage Howmet’s reputation and adversely affect our business, financial condition, results of operations or competitive position.

A sustained labor shortage, lack of skilled labor, increased turnover, labor inflation, or increase in general labor costs, whether caused by COVID-19 or as a result of general macroeconomic factors, could lead to higher labor, recruiting or training costs to attract and retain personnel.

In addition, the Company’s headcount reductions to align our operations with reduced demand due to COVID-19 could make it difficult to refill the eliminated positions as business recovers.

For example, our sales could continue to

be negatively affected by the residual impacts of the Boeing 737 MAX grounding in 2019, as well as Boeing’s pause in deliveries of its 787 aircraft since May 2021 that has resulted in Boeing’s significantly reduced 787 production rates.

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyberattacks pose a risk to the security of our and our customers’, suppliers’ and third-party service providers’ products, systems and networks, and the confidentiality, availability and integrity of our data.

The foregoing factors may adversely affect the Company’s financial condition, liquidity and results of operations.

New laws and regulations or changes to existing ones (including, but not limited to, those related to subcontracting, cybersecurity and specialty metals) can increase our risks and/or costs.

As a result, Howmet’s global operations are affected by economic, political, legal (such as laws regulating international trade), and other conditions in the United States and foreign countries in which Howmet does business, including (i) economic and commercial instability risks, including changes in local government laws, regulations and policies, such as those related to tariffs, sanctions and trade barriers, taxation, exchange controls, employment regulations and repatriation of assets or earnings; (ii) geopolitical risks such as political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, and renegotiation or nullification of existing agreements; (iii) war, terrorist activities, kidnapping of personnel or other dangerous conditions; (iv) compliance with applicable U.S. and foreign laws, including antitrust and competition regulations, the Foreign Corrupt Practices Act and other anti-bribery and corruption laws, and laws concerning trade, including the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions, regulations and embargoes administered by the U.S. Department of Treasury’s Office of Foreign Assets Control; (v) aggressive, selective or lax enforcement of laws and regulations by foreign governmental authorities; (vi) exposure to fluctuations in foreign currency exchange rates and interest rates, as well as inflation, economic factors, and currency controls in the countries in which it operates; and (vii) imposition of currency controls.

Developments or assertions by or against

Class action lawsuits can result from alleged violations of state employment laws.

payable to former employees, which could have a material adverse impact on Howmet’s business, results of operation and financial condition.

Significant increased energy costs, including as a result of new laws, such as carbon pricing or product energy efficiency requirements, could be passed along to the Company and its customers and suppliers.

With respect to the various transaction agreements that the Company entered into with Arconic Corporation and with Alcoa Corporation in connection with its separation transactions, if the counterparties fail to meet their obligations under such agreements or if we are required to pay under certain indemnification obligations, our business, results of operations and financial condition may be materially adversely affected.

Any outbreaks of contagious diseases, public health epidemics or pandemics and other adverse public health developments in countries where we, our employees, customers and suppliers operate could have a material and adverse effect on our business, results of operations, financial condition and/or cash flows.

Specifically, the COVID-19 pandemic affecting the global community, including the United States, Europe and South America, is adversely impacting our operations, and the nature and extent of the impact over time is highly uncertain and beyond our control.

These actions include, but are not limited to, declarations of states of emergency, business closures, manufacturing restrictions and a prolonged period of travel, commercial and/or other similar restrictions and limitations, many of which have been implemented across much of the globe and all of which have negatively affected our business.

We continue to monitor guidelines proposed by federal, state and local, as well as foreign, governments with respect to measures for continued operation, which may change over time depending on public health, safety and other considerations.

We are continuing to focus on the safety and protection of our workforce by continuing to implement additional safety protocols in light of COVID-19.

As a result of COVID-19 and the measures designed to contain its spread, our global sales, including to customers in the aerospace and commercial transportation industries that are impacted by COVID-19, have been and are expected to continue to be negatively impacted due to the disruption in demand, which has had and over time could continue to have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

The COVID-19 pandemic has subjected our operations, financial performance and financial condition to a number of risks, including, but not limited to, those discussed below:

We have had a number of smaller manufacturing locations that have experienced periods of shutdowns.

Future shutdowns will be dependent on facts and circumstances as they unfold, including based on the restrictions and limitations noted above.

Additional shutdowns, while not required by governmental authorities, may be necessary to match our production to the reduced demand of our customers.

We may also face challenges in restoring our production levels if and when COVID-19 abates, including as a result of government-imposed or other limitations that prevent the return of all or a portion of our workforce, continue to disrupt demand and/or limit the capabilities of our suppliers.

While we have already implemented plans to reduce costs, including certain headcount reductions, reductions in certain cash outflows, suspension of our common stock dividend and reductions in the levels of our capital expenditures, the longer-term impact of the COVID-19 pandemic is uncertain, but could continue to have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

Several of our aerospace and commercial transportation customers temporarily suspended operations at certain production sites,

COVID-19 may also limit the ability of our counterparties generally to perform their obligations to us, including, but not limited to, our customers’ ability to make timely payments to us.

These trends may lead to charges, impairments and other adverse financial impacts over time, as noted above, as we have historically depended upon the strength of these industries, particularly the commercial aerospace industry.

Similarly, our suppliers may not have the materials, capacity, or capability to manufacture our products according to our schedule and specifications.

To date, we have not experienced significant disruption to our supply chain.

If our suppliers’ operations were to be impacted, we may need to seek alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which would adversely affect our business, results of operations, financial condition and/or cash flows.

The duration of the current disruptions to our customers and to our supply chain, and related financial impact to us, cannot be estimated at this time.

Should the COVID-19 pandemic cause a long-term deterioration in demand for transportation or travel due to fear or anxiety related to health concerns, governmental restriction, economic hardships, or increased use of electronic communication technologies embraced during the COVID-19 related shutdowns, the effects on our business may extend well beyond the current COVID-19 health crisis and immediate related governmental actions.

- *Market risks*: The current financial market dynamics and volatility pose heightened risks to our liquidity.

For example, dramatically lower interest rates and lower expected asset valuations and returns can materially impact the calculation of long-term liabilities such as our pension.

In addition, extreme volatility in financial markets has had and may continue to have adverse impacts on other asset valuations such as the value of the investment portfolios supporting our pension.

Our long-term liabilities are sensitive to numerous factors and assumptions that can move in offsetting directions and should be considered as of the time of a relevant measurement event.

- *Liquidity and credit risks*: We currently have the ability to borrow up to $1.0 billion under our Five-Year Revolving Credit Agreement (the “Credit Agreement”), which was amended in June 2020.

A prolonged period of generating lower financial results and cash from operations could adversely affect our financial condition, including in respect of satisfying both required and voluntary pension funding requirements, could result in potential increases in net debt or reductions in EBITDA, and could otherwise negatively affect our ability to achieve our strategic objectives.

There can also be no assurance that we will not face credit rating downgrades as a result of weaker than anticipated performance of our business or other factors, including overall market conditions.

Rating downgrades could further adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse commercial impact on our business.

Although the U.S. federal and other governments have announced a number of funding programs to support businesses, our ability or willingness to access funding under such programs may be limited by regulations or other guidance, including eligibility criteria, or by further change or uncertainty related to the terms of these programs.

In addition, the COVID-19 pandemic may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our business, results of operations, financial conditions and/or cash flows.

The automotive industry is also sensitive to general economic conditions, including credit markets and interest rates, and consumer spending and preferences regarding vehicle ownership and usage, vehicle size, configuration and features.

Howmet could encounter manufacturing difficulties or other issues that impact product performance, quality or safety, which could adversely affect Howmet’s reputation, business and financial statements.

Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols, specifications and procedures, including those related to quality or safety, problems with raw materials, supply chain interruptions, natural disasters, labor unrest and environmental factors.

Such problems could have an adverse impact on the Company’s ability to fulfill orders or meet product quality or performance.

Accordingly, manufacturing problems, product defects or other risks associated with our products, could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, including the payment of potentially substantial monetary damages, fines or penalties, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships.

Interruptions in production could increase Howmet’s costs and reduce its sales.

Howmet maintains property damage insurance that the Company believes to be adequate to provide for reconstruction of facilities and equipment, as well as business interruption insurance to mitigate losses resulting from significant production interruption or shutdown caused by an insured loss.

However, any recovery under Howmet’s insurance policies may not offset the lost profits or increased costs that may be experienced during the disruption of operations, which could adversely affect Howmet’s business, results of operations, financial condition and cash flow.

Howmet relies on its information technology systems to manage and operate its business, process transactions, and summarize its operating results.

Howmet also faces global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures, known as advanced persistent threats, directed at the Company.

(dollars in millions, except [added: share and] per-share amounts)

Howmet’s innovative, multi-material products, which include nickel, titanium, aluminum, and cobalt, are used worldwide in the aerospace (commercial and defense), commercial transportation, and industrial and other [removed: end] markets.

Based upon the country where the point of shipment occurred, the United States and Europe generated 68% and [removed: 21%,] [added: 22%,] respectively, of Howmet’s sales in [removed: 2020.][added: 2021.]

Governmental policies, laws and regulations, and other economic factors, including inflation and fluctuations in foreign currency exchange rates and interest rates, affect the results of operations in countries with such [removed: operating] activities.

Management Review of [removed: 2020] [added: 2021] and [removed: Outlook for the Future][added: Outlook]

[removed: In 2020, Sales decreased 26% over 2019] [added: The decrease was] primarily [removed: as] a result of lower [added: sales] volumes in the commercial aerospace and commercial transportation markets driven by the impacts of COVID-19 and [added: Boeing] 737 MAX [added: (“737 MAX”)] and [added: Boeing] 787 production declines along with a decrease in sales of $116 due to the divestiture of the forgings business in the [removed: United Kingdom] [added: U.K.] in December 2019, all partially offset by [removed: 14% and 28% sales] growth in the defense aerospace and industrial gas turbine [removed: markets, respectively, as well as] [added: markets and] favorable product pricing.

[removed: In the segments,] Segment operating profit [removed: decreased 36%] [added: increased 6%] from [removed: 2019] [added: 2020] due to [removed: lower] [added: favorable sales] volumes in the commercial [removed: aerospace] [added: transportation] and [added: industrial gas turbine markets, cost reductions, and favorable product pricing, partially offset by lower sales volumes in the] commercial [removed: transportation markets] [added: aerospace market] driven by the [removed: impacts] [added: impact] of COVID-19 and [removed: 737 MAX and] [added: Boeing] 787 production declines and [removed: unfavorable product mix, partially offset by favorable product pricing, net cost savings and 14% and 28%] [added: lower] sales [removed: growth] [added: volumes] in the defense aerospace [removed: and industrial gas turbine markets, respectively.][added: market.]

Management has [added: also] continued its intensified focus on capital efficiency.

[removed: This] [added: Management’s] focus and the related results enabled Howmet to end [removed: 2020] [added: 2021] with a solid financial position.

The following financial information reflects certain key highlights of Howmet’s [removed: 2020] [added: 2021] results:

- Sales of [removed: $5,259 down 26%] [added: $4,972, a decrease of 5%] from [removed: 2019,] [added: 2020,] with significant reductions in sales in commercial aerospace [removed: and commercial transportation markets,] driven by COVID-19 and [removed: 737 MAX and] [added: Boeing] 787 production declines;

- Net income from continuing operations of [removed: $211,] [added: $258,] or [removed: $0.48] [added: $0.59] per diluted share;

[removed: -] [added: |] Income from continuing operations before income taxes [removed: of $171, a decrease of $39, or 19%, from 2019;][added: | | | $ | 324 | | | | | $ | 171 | | | | | $ | 210 | |]

- Cash provided from operations of [removed: $9;] [added: $449;] cash used for financing activities of [removed: $369;] [added: $1,444;] and cash provided from investing activities of [removed: $271;][added: $107;]

- Cash on hand [added: and restricted cash] at the end of the year of [removed: $1,610; and][added: $722;]

[removed: Sales.] Sales for 2020 were $5,259 compared with $7,098 in 2019, a decrease of $1,839, or 26%.

[added: Third-party sales for the Engine Products segment decreased $914, or 28%, in 2020 compared with 2019, primarily due to lower sales volumes in the commercial aerospace market driven by the impact of] COVID-19 and [added: the suspension of] 737 MAX [removed: and 787 production declines] [added: production,] along with a decrease in sales of $116 [removed: due to] [added: from] the divestiture of the forgings business in the U.K. in December [removed: 2019, all] [added: 2019 (see [Note](#i81bf107280284fb885e391ddad2efb62_178) [U](#i81bf107280284fb885e391ddad2efb62_178) to the Consolidated Financial Statements in [Part II](#i81bf107280284fb885e391ddad2efb62_67)[,](#i81bf107280284fb885e391ddad2efb62_67) [Item 8](#i81bf107280284fb885e391ddad2efb62_67) of this Form 10-K),] partially offset by [removed: growth] [added: higher sales volumes] in the defense aerospace and industrial gas turbine markets [removed: and] [added: as well as] favorable product pricing.

[removed: Cost of Goods Sold (COGS).] COGS as a percentage of Sales was 73.7% in 2020 compared with 73.5% in 2019.

The increase was primarily due to the impact of COVID-19 and lower [added: sales] volumes, partially offset by net cost savings, favorable product pricing, intentional product exits, and the impairment of energy business assets of $10 in the second quarter of 2019.

In 2019, the Company sustained a fire at a [removed: fasteners] [added: Fastening Systems] plant in [removed: France.][added: France (“France Plant Fire”).]

Additionally, [removed: in mid-February 2020,] a fire occurred at [removed: the Company's forged wheels] [added: a Forged Wheels] plant [removed: located] in Barberton, [removed: Ohio.][added: Ohio in mid-February 2020 (“Barberton Plant Fire”).]

The Company submitted insurance claims related to these plant fires and received partial settlements of [removed: $39] [added: $32] in [removed: 2020] [added: 2021] compared to [removed: $25] [added: $39] in [removed: 2019,] [added: 2020,] which were in excess of the insurance deductible.

In 2020, the Company recorded charges of $41 related to [added: the] plant fires compared to $26 in 2019.

[removed: Selling, General Administrative, and Other Expenses (SG&A).] SG&A expenses were $277, or 5.3% of Sales, in 2020 compared with $400, or 5.6% of Sales, in 2019.

[removed: Research and Development Expenses (R&D).] R&D expenses were $17 in 2020 compared with $28 in 2019.

The decrease of $11, or 39%, was primarily due to the [removed: continued] consolidation of the Company's primary R&D facility in conjunction with ongoing cost reduction efforts.

[removed: Provision for Depreciation and Amortization (D&A).] The provision for D&A was $279 in 2020 compared with $295 in 2019.

The decrease of $16, or 5%, was primarily driven by asset impairments of the Disks long-lived [removed: assets] [added: asset] group during the second quarter of 2019 (see [removed: Notes [O](#if209ebc53ef94a25a993a2b3ddc0993f_139)] [added: [Note O](#i81bf107280284fb885e391ddad2efb62_151)] and [removed: [P](#if209ebc53ef94a25a993a2b3ddc0993f_142)] [added: [Note P](#i81bf107280284fb885e391ddad2efb62_154)] to the [removed: Consolidated Financial Statements in Part II, Item 8.]

[added: Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67)] (Financial Statements and Supplementary Data) of this Form 10-K) and the impact of [removed: divestitures] [added: divestitures,] as well as lower corporate software amortization and research center depreciation, which were partially offset by increased Forged Wheels D&A due to the capacity expansion in Hungary, capacity expansions at two U.S. facilities and an additional $6 [added: of] D&A related to the Barberton [removed: fire.][added: Plant Fire.]

[added: See [Note](#i81bf107280284fb885e391ddad2efb62_112) [E](#i81bf107280284fb885e391ddad2efb62_112) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67)] (Financial Statements and Supplementary Data) of this Form [removed: 10-K).][added: 10-K.]

Restructuring and [removed: Other Charges.] [added: other charges.] Restructuring and other charges were [removed: $182] [added: $90] in [removed: 2020] [added: 2021] compared with [removed: $582] [added: $182] in [removed: 2019] [added: 2020] and [removed: $163] [added: $582] in [removed: 2018.][added: 2019.]

Restructuring and other charges in 2020 consisted primarily of a $113 charge for layoff costs, a $74 charge for U.K. and U.S. pension plans' settlement [removed: accounting;] [added: accounting,] a $5 post-closing adjustment related to the sale of the Company’s U.K. forgings [removed: business;] [added: business,] a $5 charge for impairment of assets associated with an agreement to sell an aerospace components business in the [removed: U.K that] [added: U.K, which ultimately] did not occur and the business was returned to held for [removed: use;] [added: use, a] $5 charge related to the impairment of a cost method investment, which were partially offset by a benefit of $21 related to the reversal of a number of prior period [removed: programs;][added: programs.]

Restructuring and other charges in 2019 consisted primarily of a $428 charge for impairment of the Disks long-lived asset [removed: group;] [added: group,] a $69 charge for layoff [removed: costs;] [added: costs,] a $46 charge for impairment of assets associated with an agreement to sell the U.K. forgings [removed: business;] [added: business,] a $14 charge for impairment of properties, plants, and equipment related to the Company’s primary research and development [removed: facility;] [added: facility,] a $13 loss on sale of assets primarily related to a small additive [removed: business;] [added: business,] a $12 charge for other exit costs from lease terminations primarily related to the exit of the corporate [removed: aircraft;] [added: aircraft,] a $9 settlement accounting charge for U.S. pension [removed: plans;] [added: plans,] a $5 charge for impairment of a cost method [removed: investment;] [added: investment,] and a $7 charge for other exit [removed: costs;] [added: costs,] which were partially offset by a benefit of $16 related to the elimination of the life insurance benefit for [removed: the] U.S. salaried and non-bargaining hourly retirees of the Company and its subsidiaries.

See [removed: Note [E](#if209ebc53ef94a25a993a2b3ddc0993f_100)] [added: [Note R](#i81bf107280284fb885e391ddad2efb62_166)] to the Consolidated Financial Statements in [removed: Part] [added: [Part] II, Item [removed: 8.][added: 8](#i81bf107280284fb885e391ddad2efb62_67) (Financial Statements and Supplementary Data) of this Form 10-K.]

[added: See [Note R](#i81bf107280284fb885e391ddad2efb62_166) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67)] (Financial Statements and Supplementary Data) of this Form 10-K.

[removed: Interest Expense.] Interest [removed: expense] [added: expense, net] was [removed: $381] [added: $317] in 2020 compared with $338 in 2019.

[removed: Other Expense (Income), Net.] Other [removed: expense (income),] [added: expense,] net was $74 in 2020 compared with $31 in 2019.

The increase in expense of $43 was primarily driven by the write-off of an indemnification receivable [added: of $53] related to a Spanish tax [removed: reserve] [added: reserve,] reflecting Alcoa Corporation's 49% share and Arconic Corporation's 33.66% [removed: share of a Spanish tax reserve of $53] [added: share,] and lower interest income of $19, which were partially offset by lower deferred compensation expense of $14 and favorable foreign currency movements of $16.

[added: Other expense, net.] Other [removed: expense (income),] [added: expense,] net was [removed: $31] [added: $19] in [removed: 2019] [added: 2021] compared with [removed: Other expense (income), net of $(30)] [added: $74] in [removed: 2018.][added: 2020.]

[removed: Income Taxes.] Howmet’s effective tax rate was 23.4% (benefit on pre-tax income) in 2020 compared with the U.S. federal statutory rate of 21%.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition.

The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in [Part](#i81bf107280284fb885e391ddad2efb62_67) [II, Item 8](#i81bf107280284fb885e391ddad2efb62_67) (Financial Statements and Supplementary Data) of this Form 10-K.

In 2021, Sales decreased 5% over 2020 primarily as a result of lower sales volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines, and lower sales volumes in the defense aerospace market, partially offset by growth in the commercial transportation and industrial gas turbine markets as well as favorable product pricing of $97.

Price increases are in excess of material and inflationary pass through to our customers.

Effective October 14, 2021, John C.

Plant assumed the position of sole Chief Executive Officer and continued in his role as Executive Chairman of the Board of Directors.

Tolga Oal, the Company’s prior Co-Chief Executive Officer, departed the Company and also stepped down from the Board, each effective as of October 14, 2021.

- Total segment operating profit of $939, an increase of $49, or 6%, from 2020(1);

- Purchased approximately 13 million shares of Common Stock under the Share Repurchase Programs for approximately $430;

- Total debt of $4,232, a decrease of $843 from 2020, reflecting redemptions or repurchases, as applicable, of $361, $476, $600, and $100 of the 5.400% Notes due 2021 (the “5.400% Notes”), the 5.870% Notes due 2022 (the “5.870% Notes”), the 6.875% Notes due 2025 (the “6.875% Notes”), and the 5.125% Notes due 2024 (the “5.125% Notes”), respectively, during 2021, partially offset by issuance of $700 of the 3.000% Notes due 2029 during 2021; and

- The Company’s common stock had a closing price of $31.38 per share at December 31, 2021, an increase of $18.63 per share, or 141%, since the Arconic Inc. Separation Transaction on April 1, 2020, compared to an increase of 93% and 51% for the S&P 500® Index and S&P Aerospace & Defense Index, respectively, over the same period.

In 2022, management projects sales to increase as we expect robust growth in most of the Company’s key markets, and the Company’s strong position in those markets is expected to continue.

The Company expects higher metal costs to also contribute to increased sales in 2022.

Earnings per share is expected to grow as management continues to focus on operational performance.

Cash provided from operations is expected to increase for the full year in 2022 compared with 2021, resulting from a continued focus on operating performance and on capital efficiency.

Capital expenditures are expected to be less than depreciation and amortization.

Sales. Sales for 2021 were $4,972 compared with $5,259 in 2020, a decrease of $287, or 5%.

The decrease was primarily due to lower sales volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines and lower sales volumes in the defense aerospace market, partially offset by growth in the commercial transportation and industrial gas turbine markets as well as favorable product pricing of $97.

Price increases are in excess of material and inflationary pass through to our customers.

Cost of goods sold (“COGS”). COGS as a percentage of Sales was 72.3% in 2021 compared with 73.7% in 2020.

The decrease was primarily due to structural cost reductions and favorable product pricing.

In 2021, the Company recorded charges of $28 related to plant fires compared to $41 in 2020.

The downtime in 2021 and 2020 reduced production levels and affected productivity at the plants.

The Company anticipates additional charges related to these plant fires of approximately $5 to $15 in 2022.

The Company submitted insurance claims related to the France Plant Fire and the Barberton Plant Fire, and received partial settlements of $39 in 2020 compared to $25 in 2019, which were in excess of the insurance deductible.

Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $251, or 5.0% of Sales, in 2021 compared with $277, or 5.3% of Sales, in 2020.

The decrease in SG&A of $26, or 9%, was primarily due to overhead cost reductions in 2021 and costs incurred in 2020 associated with the Arconic Inc. Separation Transaction.

Research and development expenses (“R&D”). R&D expenses were $17 in both 2021 and 2020.

Provision for depreciation and amortization (“D&A”). The provision for D&A was $270 in 2021 compared with $279 in 2020.

The decrease of $9, or 3%, was primarily driven by lower corporate software amortization and research center depreciation as well as $1 of D&A related to the Barberton Plant Fire in 2021 compared to $6 in 2020.

Restructuring and other charges in 2021 consisted primarily of a $75 charge for U.K. and U.S. pension plans’ settlement accounting, a $15 charge for accelerated depreciation primarily related to the closure of small U.S. manufacturing facilities in Engine Products and Fastening Systems, a $7 charge for layoff costs, a $4 charge for impairment of assets associated with an agreement to sell a small manufacturing business in France, and a $4 charge for various other exit costs.

These charges were partially offset by a gain of $12 on the sale of assets at a small U.S. manufacturing facility in Fastening Systems and a benefit of $3 related to the reversal of a number of layoff reserves related to prior periods.

The Company has closed some small manufacturing facilities and may in the future close additional small facilities in order to consolidate operations, reduce fixed costs, and exit less profitable businesses.

Interest expense, net. Interest expense, net was $259 in 2021 compared with $317 in 2020.

The decrease of $58, or 18%, was primarily due to a reduced average level of debt for the year ended December 31, 2021 compared to the year ended December 31, 2020.

On an annual basis, the debt activity in 2021 will decrease Interest expense, net by approximately $70.

The decrease of $21, or 6%, was primarily due to a reduced average level of debt for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Loss on debt redemption. Debt redemption or tender premiums include the cost to redeem or repurchase certain of the Company’s notes at a price which may be equal to the greater of the principal amount or the sum of the present values of the remaining scheduled payments, discounted using a defined treasury rate plus a spread, or a price based on the market price of its notes.

Loss on debt redemption was $146 in 2021 compared with $64 in 2020.

The increase of $82, or 128%, was primarily due to debt premiums paid in 2021 on the 6.875% Notes in 2021, partially offset by debt redemption or tender premiums, as applicable, paid in 2020 on the 6.150% Notes due 2020 (the “6.150% Notes”) and the 5.400% Notes.

- Total segment operating profit of $890, a decrease of $500, or 36%, from 2019(1);

- Total debt of $5,075, primarily due to a decrease of $865 from 2019, reflecting repayments of $2,040 along with $20 of other debt, partially offset by issuance of debt during the second quarter of 2020 of $1,200 notes due 2025.

The Company rapidly executed on the separation plan that was announced during February 2019 with completion of the separation on April 1, 2020.

The Company separated into two independent, publicly-traded companies, Howmet Aerospace Inc. and Arconic Corporation (the “Arconic Inc. Separation Transaction”).

Howmet Aerospace is comprised of the Engineered Products and Forgings businesses (engine products, fastening systems, engineered structures, and forged wheels) and is listed under the stock ticker of “HWM.” Arconic Corporation is comprised of the former Global Rolled Products segment (global rolled products, aluminum extrusions, and building and construction systems) and is under the new company name Arconic Corporation, listed on the New York Stock Exchange under the symbol “ARNC.”

The decrease was primarily a result of lower volumes in the commercial aerospace and commercial transportation markets driven by the impacts of

Sales for 2019 were $7,098 compared with $6,778 in 2018, an increase of $320, or 5%.

The increase was primarily due to volume growth in aerospace, commercial transportation, and industrial end markets; and favorable pricing when fulfilling volume above contractual share and renewing contracts; partially offset by lower sales from the divestitures of forgings businesses in the United Kingdom (divested in December 2019) and Hungary (divested in December 2018); and unfavorable foreign currency movements.

COGS as a percentage of Sales was 73.5% in 2019 compared with 75.4% in 2018.

The decrease was primarily due to lower raw material costs; net costs savings; favorable product pricing; and costs incurred in 2018 that did not recur in 2019 related to settlements of certain customer claims, partially offset by an unfavorable product mix and the impairment of energy business assets of $10.

Additionally, in 2019, the Company sustained a fire at a fasteners plant in France and recorded charges of $26 for higher operating costs, equipment and inventory damage, and repairs and cleanup costs.

The Company submitted an insurance claim and received partial settlement of $25, which was in excess of its $10 insurance deductible.

The insurance claim included $8 of margin not recognized from lost revenue due to the fire.

SG&A expenses were $400, or 5.6% of Sales, in 2019 compared with $371, or 5.5% of Sales, in 2018.

The increase in SG&A of $29, or 8%, was primarily due to costs associated with the Arconic Inc. Separation Transaction of $5 and higher annual incentive compensation accruals and executive compensation costs, partially offset by lower costs driven by overhead cost reductions and lower net legal and other advisory costs related to Grenfell Tower of $10, primarily due to insurance reimbursements.

R&D expenses were $28 in 2019 compared with $41 in 2018.

The decrease of $13, or 32%, was primarily due to the consolidation of the Company's primary R&D facility in conjunction with ongoing cost reduction efforts.

The provision for D&A was $295 in 2019 compared with $314 in 2018.

The decrease of $19, or 6% was primarily due to the impact of divestitures, as well as asset impairments of the Disks long-lived asset group during the second quarter of 2019 (see Note [O](#if209ebc53ef94a25a993a2b3ddc0993f_139) and [P](#if209ebc53ef94a25a993a2b3ddc0993f_142) to the Consolidated Financial Statements in Part II, Item 8.

Restructuring and other charges in 2018 consisted primarily of a $96 charge for pension plan settlement accounting; a $23 charge for pension curtailment; a $43 loss on sale of a Hungary forgings business; a $18 charge for layoff costs; a $12 charge for contract termination costs and asset impairments associated with the shutdown of a facility in Acuna, Mexico; which were offset partially by a $28 postretirement curtailment benefit.

The increase of $43, or 13%, was primarily due to premiums paid on the early redemption of debt of $59 which was offset by lower debt outstanding in 2020 driven by the early redemption of $1,000, $889 and $151 of the principal amount of the 6.150% Notes, 5.400% Notes due in 2021 and 5.870% Notes due in 2022, respectively, in April and May 2020, which was offset by the issuance on April 24, 2020 of the 6.875% Notes due 2025 in the aggregate principal amount of $1,200.

Interest expense was $338 in 2019 compared with $377 in 2018.

The decrease of $39, or 10%, was primarily due to lower debt outstanding, driven by the repayment of the aggregate outstanding principal amount of the 1.63% Convertible Notes of approximately $403 on October 15, 2019, as well as costs incurred of $19 in 2018 related to the premium paid on the early redemption of the Company’s then outstanding 5.72% Senior Notes due in 2019 that did not recur in 2019.

On January 15, 2021, the Company completed the early redemption of all of the remaining $361 aggregate principal amount of the 5.400% Notes due in April 2021 (the "5.400% Notes") as well as $5 in accrued interest.

The redemption of these 5.400% Notes will save approximately $5 in Interest expense, net in the first quarter of 2021 and $19 annually.

The increase in Other expense, net of $61 was primarily due to an increase in deferred compensation expense of $32 and the benefit recognized in 2018 from establishing a tax indemnification receivable reflecting Alcoa Corporation’s 49% share of a Spanish tax reserve of $29.

The effective rate differs from the U.S. federal statutory rate primarily as a result of foreign income taxed in higher rate

The effective tax rate differs from the U.S. federal statutory rate primarily as a result of a $60 charge to establish a tax reserve in Spain, a $59 net charge resulting from the Company's finalized analysis of the U.S. Tax Cuts and Jobs Act of 2017 (the "2017 Act"), and foreign income taxed in higher rate jurisdictions and subject to U.S. taxes including GILTI, partially offset by a $74 benefit related to the reversal of a foreign recapture obligation, a $38 benefit to reverse a foreign tax reserve that was effectively settled, and a $10 benefit for the release of U.S. valuation allowances.

However, changes in the current economic environment, tax legislation or rate changes, currency fluctuations, ability to realize deferred tax assets, movements in stock price impacting tax benefits or deficiencies on stock-based payment awards, and the results of operations in certain taxing jurisdictions may cause this estimated rate to fluctuate.

The decrease in results of $183, or 59%, was primarily due to higher Restructuring charges primarily due to the non-recurring 2019 impact of the $428 charge for impairment of the Disks long-lived asset group, higher SG&A costs related primarily to annual incentive compensation accruals and executive compensation costs, higher Other expense, net due to an increase in deferred compensation expense, and the benefit recognized in 2018 from establishing a tax indemnification receivable reflecting Alcoa Corporation’s 49% share of a Spanish tax reserve of $29 that did not recur in 2019, partially offset by volume growth, favorable product pricing, net cost savings, lower D&A due to the impact of divestitures as well as asset impairments related to the Disks long-lived asset group, lower Interest expense due to lower debt outstanding and costs incurred of $19 in 2018 related to the premium paid on the early redemption of debt that did not recur in 2019, and lower Income taxes primarily as a result of a benefit related to a U.S. tax election which caused the deemed liquidation of a foreign subsidiary’s assets into its U.S. tax parent.

Net income was $470 for 2019 composed of $126 of income from continuing operations and $344 from discontinued operations, or $0.27 and $0.76 per diluted share, respectively.

Net income was $642 for 2018 composed of $309 of income from continuing operations and $333 from discontinued operations, or $0.63 and $0.67 per diluted share, respectively.

Prior period financial information has been recast to conform to current year presentation.

While regulatory authorities in the United

Third-party sales for the Engine Products segment increased $228 or 7% in 2019 compared with 2018, primarily as a result of higher commercial and defense aerospace volumes and favorable product pricing, partially offset by unfavorable foreign currency movements and lower sales of $47 from divestitures of forgings businesses in the United Kingdom (divested in December 2019) and Hungary (divested in December 2018).

On December 1, 2019, the Company completed the divestiture of its forgings business in the United Kingdom.

On December 31, 2018, as part of the Company’s then ongoing strategy and portfolio review, the Company completed the sale of its forgings business in Hungary that manufactured high volume steel forgings for drivetrain components in the European heavy-duty truck and automotive market.

This business generated third-party sales of $32 in 2018, and had 180 employees at the time of the divestiture.

Favorable product pricing and cost reductions are expected to continue.

Third-party sales for this segment increased $30, or 2%, in 2019 compared with 2018, primarily attributable to higher volumes in the aerospace and commercial transportation end markets, partially offset by unfavorable foreign currency movements.

Howmet Aerospace Inc. (formerly known as Arconic Inc.) is a Delaware corporation with its principal office in Pittsburgh, Pennsylvania and the successor to Arconic [added: Inc., a] Pennsylvania [removed: (as defined below) which was] [added: corporation] formed in 1888 and formerly known as Alcoa Inc. In this report, unless the context otherwise requires, “Howmet”, the “Company”, “we”, “us” and “our” refer to Howmet Aerospace Inc., a Delaware corporation, and its consolidated subsidiaries.

Although Howmet 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 [removed: risks] [added: risks, uncertainties,] and [removed: uncertainties.][added: changes in circumstances that are difficult to predict.]

For a discussion of some of the specific factors that may cause Howmet’s actual results to differ materially from those projected in any forward-looking statements, see the following sections of this report: [Part I, Item [removed: 1A](#if209ebc53ef94a25a993a2b3ddc0993f_16)] [added: 1A](#i81bf107280284fb885e391ddad2efb62_16)] (Risk Factors), [Part II, Item [removed: 7](#if209ebc53ef94a25a993a2b3ddc0993f_40)] [added: 7](#i81bf107280284fb885e391ddad2efb62_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations), including the disclosures under Segment Information and Critical Accounting Policies [removed: and Estimates, and Note [V](#if209ebc53ef94a25a993a2b3ddc0993f_172) to the Consolidated Financial Statements in Part II, Item 8.]

The Company’s primary businesses focus on jet engine components, aerospace fastening systems, and [removed: titanium] [added: airframe] structural [removed: parts] [added: components] necessary for mission-critical performance and efficiency in aerospace and defense applications, as well as forged wheels for commercial transportation.

Based upon the country where the point of shipment occurred, the United States and Europe generated 68% and [removed: 21%,] [added: 22%,] respectively, of Howmet’s sales in [removed: 2020.][added: 2021.]

[added: *The Arconic Inc. Separation Transaction.*] Howmet Aerospace Inc. is the new name for Arconic Inc., following Arconic Inc.’s separation of its businesses on April 1, 2020 (the “Arconic Inc. Separation Transaction”) into two independent, publicly traded [removed: companies –] [added: companies:] Howmet Aerospace Inc. and Arconic Corporation.

[added: Following this separation, Howmet retained the Engine Products, Fastening Systems, Engineered] Structures, and Forged Wheels businesses; and [removed: Arconic Corporation holds the] [added: its prior] Rolled Products, Aluminum Extrusions, and Building and Construction Systems [removed: businesses.][added: businesses were spun-off to Arconic Corporation.]

[added: *The Alcoa Inc. Separation Transaction.*] On November 1, 2016, Alcoa Inc. completed the separation of its business [removed: into two independent, publicly traded companies] (the “Alcoa Inc. Separation Transaction”) [removed: –] [added: into two independent, publicly traded companies:] Arconic Inc. (the new name for Alcoa [removed: Inc. and] [added: Inc.,] which, through the transactions described above, later became Howmet Aerospace Inc.) and Alcoa Corporation.

Following [removed: the Alcoa Inc. Separation Transaction,] [added: this separation,] the Company retained the [added: Engineered Products and Solutions,] Global Rolled [removed: Products (other than the] [added: Products, and Transportation and Construction Solutions businesses; and its previous Alumina and Primary Metals businesses,] rolling mill [removed: at the] [added: operations in] Warrick, Indiana [removed: operations] and [removed: the] 25.1% [removed: ownership stake] [added: interest] in the Ma’aden Rolling [removed: Company), the Engineered Products and Solutions and the Transportation and Construction Solutions segments.][added: Company were spun-off to Alcoa Corporation.]

[removed: On October 31, 2016, in] [added: In] connection with the Alcoa Inc. Separation Transaction, [removed: Arconic Inc.] [added: the two companies] entered into several agreements [removed: with Alcoa Corporation or its subsidiaries] that govern [removed: the relationship of the parties following the Distribution of Alcoa,] [added: their post-separation relationship,] including the following: Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, and certain Patent, Know-How, Trade Secret License and Trademark License Agreements.

The Company produces products that are used primarily in the aerospace (commercial and defense), commercial transportation, and industrial and other [removed: end] markets.

[removed: Such] [added: Its] products [removed: include fastening systems (titanium, steel,] and [removed: nickel superalloys), seamless rolled rings (mostly nickel superalloys);] [added: solutions include] investment castings [added: for jet engines and industrial gas turbines] (nickel superalloys, titanium, and aluminum), including airfoils and structural parts; [added: seamless rolled rings for jet engines (mostly nickel superalloys); fastening systems for aerospace, industrial and commercial transportation applications (titanium, steel, and nickel superalloys);] forged jet engine components (e.g., jet engine disks); machined and forged aircraft parts (titanium and aluminum); and forged aluminum commercial vehicle wheels, all of which are sold directly to customers and/or through distributors.

*Aerospace (Commercial and Defense) [removed: End] Market.* Howmet’s largest [removed: end] market is aerospace, which represented approximately [removed: 69%] [added: 60%] of the Company’s revenue in [removed: 2020.][added: 2021.]

With its precision engineering, materials science expertise and advanced manufacturing processes, Howmet aims to help its customers achieve greater fuel economies, reduced emissions, passenger [removed: comfort] [added: comfort,] and maintenance efficiencies.

*Commercial Transportation [removed: End] Market*.

The commercial transportation [removed: end] market represented approximately [removed: 16%] [added: 23%] of the Company’s revenue in [removed: 2020.][added: 2021.]

The Company invented the forged aluminum [added: truck] wheel in 1948, and continues to advance technology to deliver breakthrough solutions that make trucks and buses lighter, more fuel efficient and sharper-looking.

*Industrial and Other [removed: End] Markets.* Industrial and other [removed: end] markets include industrial gas turbines, oil and gas, and other industrials, which represented approximately [removed: 15%] [added: 17%] of the Company’s revenue in [removed: 2020.][added: 2021.]

Engine Products [removed: produces investment castings, including airfoils,] [added: utilizes advanced designs] and [removed: seamless rolled rings] [added: techniques to support next-generation engine programs and produces components] primarily for aircraft engines and industrial gas [removed: turbines.][added: turbines, including airfoils and seamless rolled rings.]

Engine Products principally serves the commercial and defense aerospace [added: markets] as well as [added: the] industrial gas turbine [removed: end markets.][added: market.]

[removed: A leading producer of] [added: In addition to] highly engineered aerospace fasteners with a broad range of fastening systems, the segment also supplies the commercial transportation, renewable, and material handling industries.

The business’s high-tech, multi-material fastening [added: systems are]

[removed: systems are] found nose to tail on commercial and military aircraft, as well as on jet engines, industrial gas turbines, automobiles, commercial transportation vehicles, wind turbines, solar power systems, and construction and industrial equipment.

Engineered Structures produces titanium ingots and mill products for aerospace and defense applications and is vertically integrated to produce titanium forgings, [removed: extrusions] [added: extrusions,] forming and machining services for airframe, wing, aero-engine, and landing gear components.

The principal [removed: end] markets served by Engineered Structures are commercial aerospace, defense aerospace, and land and sea defense.

Forged Wheels manufactures forged aluminum [removed: truck, bus, and trailer] wheels [added: for trucks, buses,] and [added: trailers and] related products for the [added: global] commercial transportation [removed: end market globally.][added: market.]

The Company’s portfolio of wheels is sold under the product brand name Alcoa® [removed: Wheels.][added: Wheels and are five times stronger and 47% lighter than steel wheels.]

[removed: Its] [added: The] Ultra ONE® Wheel with MagnaForce® alloy is the lightest portfolio of wheels on the market.

For additional discussion of each segment's business, see “Results of Operations—Segment Information” in [Part II, Item [removed: 7](#if209ebc53ef94a25a993a2b3ddc0993f_40)] [added: 7](#i81bf107280284fb885e391ddad2efb62_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [removed: Note [D](#if209ebc53ef94a25a993a2b3ddc0993f_97)] [added: [Note](#i81bf107280284fb885e391ddad2efb62_109) [D](#i81bf107280284fb885e391ddad2efb62_109)] to the Consolidated Financial Statements in [removed: Part] [added: [Part] II, Item [removed: 8.][added: 8](#i81bf107280284fb885e391ddad2efb62_67).]

Sales by [removed: End] Market and Significant Customer Revenue

Sales by [removed: end markets] [added: market] for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] were:

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Aerospace - Commercial | | | [removed: 50] [added: 41] | | % | | | | [removed: 59] [added: 50] | | % | | | | 59 | | % |

| Aerospace - Defense | | | 19 | | % | | | | [removed: 13] [added: 19] | | % | | | | [removed: 11] [added: 13] | | % |

| Commercial Transportation | | | [removed: 16] [added: 23] | | % | | | | [removed: 17] [added: 16] | | % | | | | [removed: 18] [added: 17] | | % |

| Industrial and Other | | | [removed: 15] [added: 17] | | % | | | | [removed: 11] [added: 15] | | % | | | | [removed: 12] [added: 11] | | % |

In [removed: 2020,] [added: 2021,] General Electric Company, Raytheon Technologies [removed: Corporation] [added: Corporation,] and The Boeing Company represented approximately [removed: 11%, 9%] [added: 13%, 9%,] and [removed: 8%,] [added: 5%,] respectively, of the Company’s third-party sales.

See [Part I, Item [removed: 1A](#if209ebc53ef94a25a993a2b3ddc0993f_16)] [added: 1A](#i81bf107280284fb885e391ddad2efb62_16)] (Risk Factors).

The Company's Principal [removed: Facilities1][added: Facilities(1)]

| Canada | | | | | | Georgetown, [removed: Ontario2] [added: Ontario(2)] | | | | | | Engine Products | | | | | | Aerospace Castings | | |

*The 2017 Reincorporation in Delaware.* On December 31, 2017, Arconic Inc., then a Pennsylvania corporation, changed its jurisdiction of incorporation from Pennsylvania to Delaware.

and Estimates, and [Note](#i81bf107280284fb885e391ddad2efb62_181) [V](#i81bf107280284fb885e391ddad2efb62_181) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67).

Howmet’s technological capabilities support the innovation and growth of next-generation aerospace programs.

Its differentiated technologies enable lighter, more fuel-efficient aircraft and commercial trucks to operate with a lower carbon footprint and support more sustainable air and ground transportation.

Howmet seeks to provide its customers with innovative solutions through offering differentiated products such as airfoils with advanced cooling and coatings for extreme temperature applications; specially-designed fasteners for lightweight composite airframe construction, reduced assembly costs, and lightning strike protection; and lightweight aluminum commercial wheels.

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

Our operations and activities are global and are subject to various federal, state, local, and foreign laws, rules and regulations, including those relating to the environment.

In 2021, compliance with these laws, rules and regulations did not have a material effect on our capital expenditures, results of operations or competitive position.

Additionally, we do not currently anticipate material capital expenditures for environmental control facilities in 2022.

For a discussion of the risks associated with certain applicable laws and regulations, see “Risk Factors.” Information relating to environmental matters is included in [Note V](#i81bf107280284fb885e391ddad2efb62_181) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67) under the caption “Environmental Matters.”

Our Code of Conduct describes how we lead with integrity and work with one another while supporting our stakeholders.

The Company provides competitive wages, benefits and terms of employment.

Using a human capital management platform, employees can build a professional profile to share their career aspirations and learn new skills.

This platform allows us to align employee goals and growth with the Company’s future business needs so that we can pinpoint potential successor candidates and build their readiness for their future roles.

Our talent review process is an ongoing priority and is sponsored and led by our CEO.

We are committed to attracting, developing, and retaining a diverse and inclusive workforce, while providing equal opportunities for all.

We have started to use a data-driven approach to track how our employees are progressing through our organization.

We seek to identify high performers and support their development into potential future leaders, with a particular focus on providing equitable opportunities to individuals who are members of underrepresented groups.

Our Employee Resource Groups continue to be fundamental to building our culture of inclusion.

Focusing on Gender, LGBTQ+, African Heritage, Hispanic, Veteran, European and Next Generation, these networks provide colleagues with valuable support and advice, create development opportunities, and provide leadership with feedback that raises awareness of issues and challenges.

The Company also provides diversity awareness training and resources regarding implicit bias.

Michael N.

Chanatry, 61, Vice President and Chief Commercial Officer.

Mr. Chanatry was elected Vice President and Chief Commercial Officer of Howmet effective May 16, 2018.

Prior to joining Howmet, from 2015 to April 2018, he was Vice President of Supply Chain for General Electric’s Power Division.

Mr. Chanatry served as General Manager of Supply Chain for General Electric Appliances from 2013 to 2015; and General Electric Aviation Systems from 2009 to 2013.

Prior to his leadership roles at General Electric Power, General Electric Appliances and General Electric Aviation Systems, Mr. Chanatry held numerous positions within the General Electric Aviation & Aerospace divisions, as well as Lockheed Martin from 1983 to 2009.

Lola F.

Prior to joining Howmet, she served as Senior Vice President and General Counsel of Airgas, Inc. from 2016 to May 2021.

Prior to her time at Airgas, Ms. Lin held various legal roles at Air Liquide USA LLC from 2007 to 2016, including as Vice President and Deputy General Counsel.

Prior to her roles at Airgas Inc. and Air Liquide, Ms. Lin held roles at Dell Inc., Sutherland Asbill & Brennan LLP and Locke Liddell & Sapp LLP.

Barbara L.

Ms. Shultz joined Howmet in 2005 and served in numerous financial accounting positions until 2012 when she was appointed Director of Finance for the Company’s Alcoa Wheel and Transportation Products business.

She then served as Director of Compliance for the Company’s Engineered Structures business from July 2015 to February 2019, Director of Compliance from February 2019 to June 2020, and Assistant Controller from June 2020 to May 2021.

Prior to joining Howmet, Ms. Shultz held several roles at PricewaterhouseCoopers LLP from 1995 to 2005.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict.

Governmental policies, laws and regulations, and other economic factors, including inflation and fluctuations in foreign currency exchange rates and interest rates, affect the results of operations in countries with such operating activities.

*The Arconic Inc. Separation Transaction*

Following this separation, Howmet retains the Engine Products, Fastening Systems, Engineered

The Company trades under the symbol “HWM” on the New York Stock Exchange, and Arconic Corporation trades under the symbol “ARNC” on the New York Stock Exchange.

The Arconic Inc. Separation Transaction was effected by a distribution of all outstanding shares of Arconic Corporation common stock to the Company’s stockholders (the “Distribution of Arconic”).

The Company’s stockholders of record as of the close of business on March 19, 2020 (the “2020 Record Date”) received one share of Arconic Corporation common stock for every four shares of the Company’s common stock held as of the 2020 Record Date.

The Company did not issue fractional shares of Arconic Corporation common stock in the Distribution of Arconic.

Instead, each stockholder otherwise entitled to receive a fractional share of Arconic Corporation common stock received cash in lieu of fractional shares.

*The 2017 Reincorporation of Howmet (then known as Arconic Inc.)*

On December 31, 2017 (the “Effective Date”), Arconic Inc., a Pennsylvania corporation (“Arconic Pennsylvania”), effected the change of Arconic Pennsylvania’s jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”) by merging (the “Reincorporation Merger”) with a direct wholly owned Delaware subsidiary, Arconic Inc. (in this section, “Arconic Delaware” or, following the Reincorporation, the “Company”), pursuant to an Agreement and Plan of Merger, dated as of October 12, 2017, by and between Arconic Pennsylvania and Arconic Delaware.

Arconic Pennsylvania shareholders approved the Reincorporation Merger to effect the Reincorporation at a Special Meeting of Shareholders held on November 30, 2017.

As a result of the Reincorporation, (i) Arconic Pennsylvania ceased to exist, (ii) Arconic Delaware automatically inherited the reporting obligations of Arconic Pennsylvania under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) Arconic Delaware is deemed to be the successor issuer to Arconic Pennsylvania.

The common stock, par value $1.00 per share, of Arconic Pennsylvania (the “Arconic Pennsylvania Common Stock”) was listed for trading on the New York Stock Exchange and traded under the symbol “ARNC.” As of the Effective Date, this symbol, without interruption, represented shares of common stock, par value $1.00 per share, of Arconic Delaware (the “Arconic Delaware Common Stock”).

There was no change in the Exchange Act File Number assigned by the SEC as a result of the Reincorporation.

As of the Effective Date, the rights of the Company’s stockholders began to be governed by the General Corporation Law of the State of Delaware, the Certificate of Incorporation of Arconic Delaware and the Bylaws of Arconic Delaware.

Other than the change in corporate domicile, the Reincorporation did not result in any change in the business, physical location, management, financial condition or number of authorized shares of the Company, nor did it result in any change in location of its current employees, including management.

On the Effective Date, (i) the directors and officers of Arconic Pennsylvania prior to the Reincorporation continued as the directors and officers of Arconic Delaware after the Reincorporation, (ii) each outstanding share of Arconic Pennsylvania Common Stock was automatically converted into one share of Arconic Delaware Common Stock, (iii) each outstanding share of Serial Preferred Stock, par value $100 per share, of Arconic Pennsylvania was automatically converted into one share of Serial Preferred Stock, par value $100 per share, of Arconic Delaware and (iv) all of Arconic Pennsylvania’s employee benefit and compensation plans immediately prior to the Reincorporation were continued by Arconic Delaware, and each outstanding equity award and notional share unit relating to shares of Arconic Pennsylvania Common Stock was converted into an equity award or notional share unit, as applicable, relating to an equivalent number of shares of Arconic Delaware Common Stock on the same terms and subject to the same conditions.

Beginning on the Effective Date, each certificate representing Arconic Pennsylvania Common Stock or Arconic Pennsylvania Preferred Stock was deemed for all corporate purposes to evidence ownership of Arconic Delaware Common Stock or Arconic Delaware Preferred Stock, as applicable.

The Company’s stockholders may, but are not required to, exchange their stock certificates as a result of the Reincorporation.

*The Alcoa Inc. Separation Transaction*

Alcoa Corporation comprised the Alumina and Primary Metals segments,

the rolling mill at the Warrick, Indiana operations, and the 25.1% stake in the Ma’aden Rolling Company in Saudi Arabia previously held by the Company.

The Alcoa Inc. Separation Transaction was effected by a pro rata distribution of 80.1% of the outstanding shares of Alcoa Corporation common stock to the Company’s shareholders (the “Distribution of Alcoa”).

The Company’s shareholders of record as of the close of business on October 20, 2016 (the “2016 Record Date”) received one share of Alcoa Corporation common stock for every three shares of the Company’s common stock held as of the 2016 Record Date.

The Company did not issue fractional shares of Alcoa Corporation common stock in the Distribution of Alcoa.

Instead, each shareholder otherwise entitled to receive a fractional share of Alcoa Corporation common stock received cash in lieu of fractional shares.

The Company distributed 146,159,428 shares of common stock of Alcoa Corporation in the Distribution of Alcoa and retained 36,311,767 shares, or approximately 19.9%, of the common stock of Alcoa Corporation immediately following the Distribution of Alcoa.

During 2017, the Company disposed all of its retained interest in Alcoa Corporation.

As a result of the Distribution of Alcoa, Alcoa Corporation became an independent public company trading under the symbol “AA” on the New York Stock Exchange, and the Company traded under the symbol “ARNC” on the New York Stock Exchange.

| | | | | | | Verdi, NV | | | | | | Engine Products | | | | | | Rings | | |

| | | | | | | Kingston, NY2 | | | | | | Fastening Systems | | | | | | Fasteners | | |

| | | | | | | Waco, TX2 | | | | | | Fastening Systems | | | | | | Fasteners | | |

3Canton Ferro-Titanium Alloys was sold on February 1, 2021.

In recent years, Forged Wheels has seen an increase in the number of

Information relating to environmental matters is included in Note [V](#if209ebc53ef94a25a993a2b3ddc0993f_172) to the Consolidated Financial Statements under the caption “Environmental Matters.” Capital expenditures for new or expanded facilities for environmental control for 2021 and 2022 are estimated to be less than $5 million per year.

*Training and Development*

We provide learning and development opportunities and equip our managers to provide ongoing coaching and feedback, so employees maximize their performance and potential, delivering success for Howmet.

*Diversity, Equity and Inclusion*

Events in 2020, particularly in the United States, underscored the importance and power of diversity, equity and inclusion ("DEI").

For a discussion of legal proceedings, see [removed: Note [V](#if209ebc53ef94a25a993a2b3ddc0993f_172)] [added: [Note](#i81bf107280284fb885e391ddad2efb62_181) [V](#i81bf107280284fb885e391ddad2efb62_181)] to the Consolidated Financial Statements in [removed: Part] [added: [Part] II, Item [removed: 8, in addition to the matters set forth below.][added: 8](#i81bf107280284fb885e391ddad2efb62_67) of this Form 10-K.]

*Environmental Matters*

Howmet is involved in proceedings under the Comprehensive Environmental Response, Compensation and Liability Act, also known as Superfund (“CERCLA”) or analogous state provisions regarding the usage, disposal, storage or treatment of hazardous substances at a number of sites in the U.S. The Company has committed to participate, or is engaged in negotiations with federal or state authorities relative to its alleged liability for participation, in clean-up efforts at several such sites.

See the Environmental Matters section of Note [V](#if209ebc53ef94a25a993a2b3ddc0993f_172) to the Consolidated Financial Statements for more information.

*Other Matters*

As previously reported, Howmet, its subsidiaries and former subsidiaries are defendants in lawsuits filed on behalf of persons alleging injury as a result of occupational or other exposure to asbestos.

Howmet, its subsidiaries and former subsidiaries have numerous insurance policies over many years that provide coverage for asbestos related claims.

The Company has significant insurance coverage and believes that Howmet’s reserves are adequate for its known asbestos exposure related liabilities.

The costs of defense and settlement have not been and are not expected to be material to the results of operations, cash flows, and financial position of the Company.

*Matters Related to Alcoa Corporation*

Prior to the Alcoa Inc. Separation Transaction on November 1, 2016, the Company was known as Alcoa Inc. We have included the matters discussed below in which the Company remains party to proceedings relating to Alcoa Corporation.

The Separation and Distribution Agreement, dated October 31, 2016, entered into between the Company and Alcoa Corporation in connection with the Alcoa Inc. Separation Transaction, provides for cross-indemnities between the Company and Alcoa Corporation for claims subject to indemnification.

The Company does not expect any of such matters to result in a net claim against it.

*St. Croix Proceedings*

*Red Dust Docket Cases, (St. Croix) f/k/a Abednego, Laurie L.A., et al.

v.

St. Croix Alumina, L.L.C., et al.* On January 14, 2010, Alcoa Inc. was served with a multi-plaintiff action complaint involving several thousand individual persons claiming to be residents of St. Croix who are alleged to have suffered personal injury or property damage from Hurricane Georges or winds blowing material from the St. Croix Alumina, L.L.C. (“SCA”) facility on the island of St. Croix (U.S. Virgin Islands) since the time of the hurricane.

This complaint, *Abednego, et al.

Alcoa*, et al., was filed in the Superior Court of the Virgin Islands, St. Croix Division.

Following an unsuccessful attempt by Alcoa Inc. and SCA to remove the case to federal court, the case has been lodged in the Superior Court.

The complaint names as defendants the same entities that were sued in a February 1999 action arising out of the impact of Hurricane Georges on the island and added as a defendant the current owner of the alumina facility property.

On March 1, 2012, Alcoa Inc. was served with a separate multi-plaintiff action complaint involving approximately 200 individual persons alleging claims essentially identical to those set forth in the *Abednego v.

Alcoa* complaint.

This complaint, *Abraham, et al.

Alcoa, et al.*, was filed on behalf of plaintiffs previously dismissed in the federal court proceeding involving the original litigation over Hurricane Georges impacts.

The matter was originally filed in the Superior Court of the Virgin Islands, St. Croix Division, on March 30, 2011.

Alcoa Inc. and other defendants in the *Abraham* and *Abednego* cases filed or renewed motions to dismiss each case in March 2012 and August 2012 following service of the *Abraham* complaint on Alcoa Inc. and remand of the *Abednego* complaint to

Superior Court, respectively.

By order dated August 10, 2015, the Superior Court dismissed plaintiffs’ complaints without prejudice to re-file the complaints individually, rather than as a multi-plaintiff filing.

The order also preserves the defendants’ grounds for dismissal if new, individual complaints are filed.

On July 7, 2017, the Court issued an order and associated memoranda on plaintiff’s multiple motions for extension of time to file the individual complaints.

Following the court’s July 7, 2017 order, a total of 429 complaints were filed and accepted by the court by the deadline of July 30, 2017 (and consolidated into the *Red Dust Claims* docket (Master Case No.: SX-15-CV-620)).

These complaints include claims of about 1,260 individual plaintiffs.

On November 5, 2018, notice of an order of reassignment was entered, transferring the claims to the newly created Complex Litigation Division of the Superior Court of the Virgin Islands, Division of St. Croix.

On January 28, 2019, the plaintiffs filed a motion asking for a determination that expert testimony will not be required on the issue of causation, which defendants opposed.

The Court has not ruled on that motion.

For The Fiscal Year Ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $7] [added: $15] billion.

As of February [removed: 12, 2021,] [added: 10, 2022,] there were [removed: 433,614,667] [added: 418,904,876] shares of common stock, par value $1.00 per share, of the registrant outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A (Proxy Statement).

The financial results of Arconic Corporation for all periods prior to April 1, [removed: 2020,] [added: 2020] have been retrospectively reflected in the Statement of Consolidated Operations as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods prior to April 1, 2020.

| | | | | | | [removed: Page(s)] [added: Page] | | |

| Item 1. | | | [removed: [Business](#if209ebc53ef94a25a993a2b3ddc0993f_13)] [added: [Business](#i81bf107280284fb885e391ddad2efb62_13)] | | | [removed: [1](#if209ebc53ef94a25a993a2b3ddc0993f_13)] [added: [1](#i81bf107280284fb885e391ddad2efb62_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if209ebc53ef94a25a993a2b3ddc0993f_16)] [added: Factors](#i81bf107280284fb885e391ddad2efb62_16)] | | | [removed: [11](#if209ebc53ef94a25a993a2b3ddc0993f_16)] [added: [9](#i81bf107280284fb885e391ddad2efb62_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if209ebc53ef94a25a993a2b3ddc0993f_19)] [added: Comments](#i81bf107280284fb885e391ddad2efb62_19)] | | | [removed: [25](#if209ebc53ef94a25a993a2b3ddc0993f_19)] [added: [18](#i81bf107280284fb885e391ddad2efb62_19)] | | |

| Item 2. | | | [removed: [Properties](#if209ebc53ef94a25a993a2b3ddc0993f_22)] [added: [Properties](#i81bf107280284fb885e391ddad2efb62_22)] | | | [removed: [26](#if209ebc53ef94a25a993a2b3ddc0993f_22)] [added: [19](#i81bf107280284fb885e391ddad2efb62_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if209ebc53ef94a25a993a2b3ddc0993f_25)] [added: Proceedings](#i81bf107280284fb885e391ddad2efb62_25)] | | | [removed: [26](#if209ebc53ef94a25a993a2b3ddc0993f_25)] [added: [19](#i81bf107280284fb885e391ddad2efb62_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if209ebc53ef94a25a993a2b3ddc0993f_28)] [added: Disclosures](#i81bf107280284fb885e391ddad2efb62_28)] | | | [removed: [27](#if209ebc53ef94a25a993a2b3ddc0993f_28)] [added: [19](#i81bf107280284fb885e391ddad2efb62_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if209ebc53ef94a25a993a2b3ddc0993f_34)] [added: Securities](#i81bf107280284fb885e391ddad2efb62_34)] | | | [removed: [28](#if209ebc53ef94a25a993a2b3ddc0993f_34)] [added: [19](#i81bf107280284fb885e391ddad2efb62_34)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#if209ebc53ef94a25a993a2b3ddc0993f_2240)] [added: Data](#i81bf107280284fb885e391ddad2efb62_37)] [Financial [removed: Data](#if209ebc53ef94a25a993a2b3ddc0993f_37)] [added: Data](#i81bf107280284fb885e391ddad2efb62_40)] | | | [removed: [30](#if209ebc53ef94a25a993a2b3ddc0993f_2240)] [added: [21](#i81bf107280284fb885e391ddad2efb62_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if209ebc53ef94a25a993a2b3ddc0993f_40)] [added: Operations](#i81bf107280284fb885e391ddad2efb62_43)] | | | [removed: [31](#if209ebc53ef94a25a993a2b3ddc0993f_40)] [added: [22](#i81bf107280284fb885e391ddad2efb62_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if209ebc53ef94a25a993a2b3ddc0993f_55)] [added: Risk](#i81bf107280284fb885e391ddad2efb62_64)] | | | [removed: [45](#if209ebc53ef94a25a993a2b3ddc0993f_55)] [added: [36](#i81bf107280284fb885e391ddad2efb62_64)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if209ebc53ef94a25a993a2b3ddc0993f_58)] [added: Data](#i81bf107280284fb885e391ddad2efb62_67)] | | | [removed: [46](#if209ebc53ef94a25a993a2b3ddc0993f_58)] [added: [37](#i81bf107280284fb885e391ddad2efb62_67)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if209ebc53ef94a25a993a2b3ddc0993f_187)] [added: Disclosure](#i81bf107280284fb885e391ddad2efb62_187)] | | | [removed: [101](#if209ebc53ef94a25a993a2b3ddc0993f_187)] [added: [89](#i81bf107280284fb885e391ddad2efb62_187)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if209ebc53ef94a25a993a2b3ddc0993f_190)] [added: Procedures](#i81bf107280284fb885e391ddad2efb62_190)] | | | [removed: [101](#if209ebc53ef94a25a993a2b3ddc0993f_190)] [added: [89](#i81bf107280284fb885e391ddad2efb62_190)] | | |

| Item 9B. | | | [Other [removed: Information](#if209ebc53ef94a25a993a2b3ddc0993f_193)] [added: Information](#i81bf107280284fb885e391ddad2efb62_193)] | | | [removed: [101](#if209ebc53ef94a25a993a2b3ddc0993f_193)] [added: [89](#i81bf107280284fb885e391ddad2efb62_193)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if209ebc53ef94a25a993a2b3ddc0993f_199)] [added: Governance](#i81bf107280284fb885e391ddad2efb62_199)] | | | [removed: [101](#if209ebc53ef94a25a993a2b3ddc0993f_199)] [added: [89](#i81bf107280284fb885e391ddad2efb62_199)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if209ebc53ef94a25a993a2b3ddc0993f_202)] [added: Compensation](#i81bf107280284fb885e391ddad2efb62_202)] | | | [removed: [101](#if209ebc53ef94a25a993a2b3ddc0993f_202)] [added: [89](#i81bf107280284fb885e391ddad2efb62_202)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if209ebc53ef94a25a993a2b3ddc0993f_205)] [added: Matters](#i81bf107280284fb885e391ddad2efb62_205)] | | | [removed: [102](#if209ebc53ef94a25a993a2b3ddc0993f_205)] [added: [90](#i81bf107280284fb885e391ddad2efb62_205)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if209ebc53ef94a25a993a2b3ddc0993f_208)] [added: Independence](#i81bf107280284fb885e391ddad2efb62_208)] | | | [removed: [102](#if209ebc53ef94a25a993a2b3ddc0993f_208)] [added: [90](#i81bf107280284fb885e391ddad2efb62_208)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#if209ebc53ef94a25a993a2b3ddc0993f_211)] [added: Services](#i81bf107280284fb885e391ddad2efb62_211)] | | | [removed: [102](#if209ebc53ef94a25a993a2b3ddc0993f_211)] [added: [90](#i81bf107280284fb885e391ddad2efb62_211)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#if209ebc53ef94a25a993a2b3ddc0993f_217)] [added: Schedules](#i81bf107280284fb885e391ddad2efb62_217)] | | | [removed: [103](#if209ebc53ef94a25a993a2b3ddc0993f_217)] [added: [91](#i81bf107280284fb885e391ddad2efb62_217)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if209ebc53ef94a25a993a2b3ddc0993f_220)] [added: Summary](#i81bf107280284fb885e391ddad2efb62_220)] | | | [removed: [111](#if209ebc53ef94a25a993a2b3ddc0993f_220)] [added: [98](#i81bf107280284fb885e391ddad2efb62_220)] | | |

| | | | [removed: [Signatures](#if209ebc53ef94a25a993a2b3ddc0993f_223)] [added: [Signatures](#i81bf107280284fb885e391ddad2efb62_223)] | | | [removed: [112](#if209ebc53ef94a25a993a2b3ddc0993f_223)] [added: [99](#i81bf107280284fb885e391ddad2efb62_223)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#i81bf107280284fb885e391ddad2efb62_2017) | | | [89](#i81bf107280284fb885e391ddad2efb62_2017) | | |

In this Form 10-K, selected items of information and data are incorporated by reference to portions of Howmet Aerospace Inc.’s definitive proxy statement for its 2022 Annual Meeting of Shareholders (the “Proxy Statement”), which we expect to file with the Securities and Exchange Commission within 120 days after Howmet Aerospace Inc.’s fiscal year ended December 31, 2021.

Additionally, the related assets and liabilities associated with Arconic Corporation in the December 31, 2019 Consolidated Balance Sheet are classified as assets and liabilities of discontinued operations.

In this Form 10-K, selected items of information and data are incorporated by reference to portions of the Proxy Statement.

Howmet’s principal office and corporate center is located at 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania [removed: 15212-5858.][added: 15212-5872.]

See [removed: Notes [A](#if209ebc53ef94a25a993a2b3ddc0993f_91)] [added: [Note](#i81bf107280284fb885e391ddad2efb62_94) [](#i81bf107280284fb885e391ddad2efb62_94)[A](#i81bf107280284fb885e391ddad2efb62_94)] and [removed: [O](#if209ebc53ef94a25a993a2b3ddc0993f_139)] [added: [Note](#i81bf107280284fb885e391ddad2efb62_151) [O](#i81bf107280284fb885e391ddad2efb62_151)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if209ebc53ef94a25a993a2b3ddc0993f_58)] [added: 8](#i81bf107280284fb885e391ddad2efb62_67)] of this Form 10-K.

See the table regarding the Company's principal facilities in [removed: Part] [added: [Part] I, Item [removed: 1.][added: 1.](#i81bf107280284fb885e391ddad2efb62_13) (Business).]

(Business).

The Company’s common stock is listed on the New York Stock Exchange under the symbol “HWM.” [added: Prior to the Arconic Inc. Separation Transaction on April 1, 2020, the Company was known as Arconic Inc. and was listed under the stock symbol “ARNC.”]

The number of holders of record of common stock was [removed: approximately 10,920] [added: 10,278] as of February [removed: 12, 2021.][added: 11, 2022.]

The following graph compares the most recent five-year performance of the Company’s common stock with (1) the Standard & Poor’s (S&P) 500® Index, (2) the S&P 500® Industrials Index, a group of 73 companies categorized by Standard & Poor’s as active in the “industrials” market sector, and (3) the S&P Aerospace & Defense Index, which comprises General Dynamics Corporation, Howmet Aerospace Inc., Huntington Ingalls Industries, L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Technologies Corporation, [removed: Teledyne Technologies Incorporated,] Textron Inc., The Boeing Company, and Transdigm Group Inc.

The graph assumes, in each case, an initial investment of $100 on December 31, [removed: 2015,] [added: 2016,] and the reinvestment of dividends.

The historical prices of the Company presented in the graph and table have been adjusted to reflect the impact of the [added: April 2020] Arconic Inc. Separation [removed: Transaction, the Reverse Stock Split, and the Alcoa Inc. Separation] Transaction.

[removed: ][added: ]

| As of December 31, | | | | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

The following table presents information with respect to the Company’s open-market repurchases of its common stock during the quarter ended December 31, [removed: 2020:][added: 2021:]

| | | | | | | (in millions except share and [removed: per share] [added: per-share] amounts) | | | | | | | | | | | | | | | | | | | | |

[removed: (1) Excludes] [added: (1)Excludes] commissions [removed: cost][added: cost.]

[removed: (2) On May 20, 2019, the Company announced that its Board of Directors authorized] [added: Under] the [added: Company’s share] repurchase [removed: of $500 million of the Company's outstanding common stock] [added: programs] (the [removed: "Share] [added: “Share] Repurchase [removed: Program")] [added: Programs”), the Company may repurchase shares] by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements or other derivative transactions.

The [added: Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the] Share Repurchase [removed: Program] [added: Programs] may be suspended, modified or terminated at any time without prior notice.

After giving effect to the share repurchases made through [removed: December 31, 2020,] [added: the fourth quarter of 2021,] approximately [removed: $277] [added: $1,347] million [removed: remains available under the prior authorization by the] Board [removed: for the Share Repurchase Program.][added: authorization remained available as of January 1, 2022.]

Because the starting point of the graph is December 31, 2016, the effect of the November 2016 Alcoa Inc. Separation Transaction is already reflected in the Company’s stock price on December 31, 2016.

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 148.79 | | | | | $ | 93.41 | | | | | $ | 171.78 | | | | | $ | 208.04 | | | | | $ | 232.32 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 121.03 | | | | | | 104.95 | | | | | | 135.77 | | | | | | 150.79 | | | | | | 182.63 | | |

| S&P Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 141.38 | | | | | | 129.97 | | | | | | 169.39 | | | | | | 142.18 | | | | | | 160.98 | | |

| October 1 - October 31, 2021 | | | | | | 879,307 | | | | | | $ | 30.71 | | | | | 879,307 | | | | | | $ | 1,525 | |

| November 1 - November 30, 2021 | | | | | | 2,336,733 | | | | | | $ | 30.79 | | | | | 2,336,733 | | | | | | $ | 1,453 | |

| December 1 - December 31, 2021 | | | | | | 3,546,041 | | | | | | $ | 29.91 | | | | | 3,546,041 | | | | | | $ | 1,347 | |

| Total for quarter ended December 31, 2021 | | | | | | 6,762,081 | | | | | | $ | 30.32 | | | | | 6,762,081 | | | | | | | | |

(2)On August 18, 2021, the Company announced that its Board of Directors authorized a share repurchase program of up to $1,500 million of the Company's outstanding common stock.

The Board had previously authorized, in May 2019, a share repurchase program of up to $500 million, of which approximately $52 million Board authorization remained available as of September 31, 2021.

There is no stated expiration for the Share Repurchase Programs.

Under its Share Repurchase Programs, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations, including limits under the Company’s Five-Year Revolving Credit Agreement (see [Note](#i81bf107280284fb885e391ddad2efb62_166) [R](#i81bf107280284fb885e391ddad2efb62_166) to the Consolidated Financial Statements in [Part I](#i81bf107280284fb885e391ddad2efb62_67)[I](#i81bf107280284fb885e391ddad2efb62_67)[, Item](#i81bf107280284fb885e391ddad2efb62_67) [8](#i81bf107280284fb885e391ddad2efb62_67) of this Form 10-K for reference).

Prior to the Arconic Inc. Separation Transaction on April 1, 2020, the Company was known as Arconic Inc. and was listed under the stock symbol “ARNC.”

On October 5, 2016, the Company’s common shareholders approved a 1-for-3 reverse stock split of the Company’s outstanding and authorized shares of common stock (the “Reverse Stock Split”).

The Company’s common stock began trading on a Reverse Stock Split-adjusted basis on October 6, 2016, in which every three shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, without any change in the par value per share.

Prior to the Alcoa Inc. Separation Transaction on November 1, 2016, the Company was known as Alcoa Inc. and was listed under the stock symbol “AA.”

| Howmet Aerospace, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 84.78 | | | | | $ | 125.78 | | | | | $ | 78.70 | | | | | $ | 144.47 | | | | | $ | 151.66 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 118.86 | | | | | | 143.86 | | | | | | 124.74 | | | | | | 161.38 | | | | | | 179.23 | | |

| S&P Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 118.90 | | | | | | 168.11 | | | | | | 154.54 | | | | | | 201.41 | | | | | | 169.05 | | |

| October 1 - October 31, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 299.5 | |

| November 1 - November 30, 2020 | | | | | | 937,831 | | | | | | $ | 23.99 | | | | | 937,831 | | | | | | $ | 277.0 | |

| December 1 - December 31, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 277.0 | |

| Total for quarter ended December 31, 2020 | | | | | | 937,831 | | | | | | $ | 23.99 | | | | | 937,831 | | | | | | | | |

There was no stated expiration for the Share Repurchase Program under which the Company may repurchase shares from time to time and pursuant to such terms, as and if it deems appropriate.

The amount of share repurchases by the Company may be limited under the terms of the Five-Year Revolving Credit Agreement (See Note [R](#if209ebc53ef94a25a993a2b3ddc0993f_151) to the Consolidated Financial Statements for additional detail).

Reserved.

The Company has elected to comply with the Regulation S-K amendment to eliminate Item 301.

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in *Internal Control—Integrated [removed: Framework (2013)*,] [added: Framework* (2013),] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO").][added: (“COSO”).]

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria in *Internal Control—Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

| John C. Plant Executive Chairman and [removed: Co-Chief] [added: Chief] Executive Officer | | |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Howmet Aerospace Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

*Goodwill Impairment [removed: Assessments] [added: Assessment] – Engineered Structures Reporting Unit*

As described in Notes A and P to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4,102] [added: $4,067] million as of December 31, [removed: 2020,] [added: 2021,] and the amount of the goodwill associated with the Engineered Structures reporting unit was $304 million.

[removed: During the first quarter] [added: As a result] of [removed: 2020, management] [added: this assessment, the Company] performed a quantitative impairment test [added: in the first quarter of 2020] for the Engineered Structures reporting unit and concluded that [added: although the margin between the fair value of the reporting unit and carrying value had declined from approximately 60% to approximately 15%,] it was not impaired.

[removed: The] [added: Under the quantitative impairment test, the] evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill.

Fair value is estimated [added: by management] using a discounted cash flow model.

The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: assessments] [added: assessment] of the Engineered Structures reporting unit is a critical audit matter are the significant judgment by management when [removed: developing] [added: determining] the fair value [removed: measurements] of the reporting unit.

This in turn led to a high degree of auditor judgment, [removed: effort] [added: subjectivity,] and [removed: subjectivity] [added: effort] in performing procedures and evaluating [removed: audit evidence related to] management’s [removed: cash flow projections and] significant assumptions related to sales growth, production costs, and discount [removed: rate for the first quarter assessment, and sales growth and production costs for the annual impairment assessment.][added: rate.]

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessments,] [added: assessment,] including controls over the valuation of the Company’s Engineered Structures reporting unit.

These procedures also included, among [removed: others,] [added: others (i)] testing management’s process for [removed: developing] [added: determining] the fair value [removed: estimates;] [added: of the reporting unit; (ii)] evaluating the appropriateness of the discounted cash flow [removed: models and performing sensitivity analyses over the assumptions;] [added: model; (iii)] testing the completeness and accuracy of underlying data used in the [removed: models;] [added: model;] and [added: (iv)] evaluating the reasonableness of the significant assumptions used by management related to sales growth, production costs, and discount [removed: rate for the first quarter assessment and sales growth and production costs for the annual impairment assessment.][added: rate.]

Evaluating management’s [added: significant] assumptions related to sales growth and production costs involved evaluating whether the [added: significant] assumptions used by management were reasonable by considering (i) the current and past performance of the reporting [removed: unit,] [added: unit;] (ii) the consistency with relevant industry [removed: data,] [added: data;] and (iii) considering whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the discounted cash flow [removed: models and, for] [added: model and] the [removed: first quarter assessment,] [added: evaluation of] the [added: reasonableness of the] discount rate [added: significant] assumption.

[removed: February 16, 2021][added: | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: (in] [added: (dollars in] millions, except [added: share and] per-share amounts)

| For the year ended December 31, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| [removed: Sales ([D](#if209ebc53ef94a25a993a2b3ddc0993f_97))] [added: Consolidated sales] | | | $ | [removed: 5,259] [added: 4,972] | | | | | $ | [removed: 7,098] [added: 5,259] | | | | | $ | [removed: 6,778] [added: 7,098] | |

| Cost of goods sold (exclusive of expenses below) | | | [removed: 3,878] [added: 3,596] | | | | | | [removed: 5,214] [added: 3,878] | | | | | | [removed: 5,114] [added: 5,214] | | |

| Selling, general administrative, and other expenses | | | [removed: 277] [added: 251] | | | | | | [removed: 400] [added: 277] | | | | | | [removed: 371] [added: 400] | | |

| Research and development expenses | | | 17 | | | | | | [removed: 28] [added: 17] | | | | | | [removed: 41] [added: 28] | | |

| Provision for depreciation and amortization | | | [removed: 279] [added: 270] | | | | | | [removed: 295] [added: 279] | | | | | | [removed: 314] [added: 295] | | |

| Restructuring and other charges [removed: ([E](#if209ebc53ef94a25a993a2b3ddc0993f_100))] | | | [removed: 182] [added: (90)] | | | | | | [removed: 582] [added: (182)] | | | | | | [removed: 163] [added: (582)] | | |

| Operating income | | | [removed: 626] [added: 748] | | | | | | [removed: 579] [added: 626] | | | | | | [removed: 775] [added: 579] | | |

| Other [removed: expense (income),] [added: expense,] net [removed: ([G](#if209ebc53ef94a25a993a2b3ddc0993f_106))] | | | [removed: 74] [added: 41] | | | | | | [removed: 31] [added: 91] | | | | | | [removed: (30)] | | |

| Income before income taxes | | | [removed: 171] [added: 324] | | | | | | [removed: 210] [added: 171] | | | | | | [removed: 428] [added: 210] | | |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes [removed: ([I](#if209ebc53ef94a25a993a2b3ddc0993f_115))] [added: ([I](#i81bf107280284fb885e391ddad2efb62_127))] | | | [removed: (40)] [added: 66] | | | | | | [removed: 84] [added: (40)] | | | | | | [removed: 119] [added: 84] | | |

| Income from continuing operations after income taxes | | | $ | [removed: 211] [added: 258] | | | | | $ | [removed: 126] [added: 211] | | | | | $ | [removed: 309] [added: 126] | |

| Income from discontinued operations after income taxes [removed: ([C](#if209ebc53ef94a25a993a2b3ddc0993f_2162))] | | | [added: $ |] 50 | | | | | [added: $] | 344 | | | | | | [removed: 333] | | [removed: |]

| Net income | | | $ | [removed: 261] [added: 258] | | | | | $ | [removed: 470] [added: 261] | | | | | $ | [removed: 642] [added: 470] | |

| Amounts Attributable to Howmet Aerospace [added: Inc.] Common Shareholders [removed: ([K](#if209ebc53ef94a25a993a2b3ddc0993f_127)):] [added: ([K](#i81bf107280284fb885e391ddad2efb62_139)):] | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 259] [added: 256] | | | | | $ | [removed: 477] [added: 259] | | | | | $ | [removed: 651] [added: 477] | |

| Continuing operations | | | $ | [removed: 0.48] [added: 0.60] | | | | | $ | [removed: 0.28] [added: 0.48] | | | | | $ | [removed: 0.64] [added: 0.28] | |

| Discontinued operations | | | $ | [removed: 0.11] [added: —] | | | | | $ | [removed: 0.77] [added: 0.11] | | | | | $ | [removed: 0.69] [added: 0.77] | |

| Continuing operations | | | $ | [removed: 0.48] [added: 0.59] | | | | | $ | [removed: 0.27] [added: 0.48] | | | | | $ | [removed: 0.63] [added: 0.27] | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Page | | |

| [Management’s Reports to Howmet Shareholders](#i81bf107280284fb885e391ddad2efb62_70) | | | [38](#i81bf107280284fb885e391ddad2efb62_70) | | |

| [Report of Independent Registered Public Accounting Firm](#i81bf107280284fb885e391ddad2efb62_73) (PCAOB ID 238) | | | [39](#i81bf107280284fb885e391ddad2efb62_73) | | |

| [Statement of Consolidated Operations for the Years Ended December 31, 2021, 2020, and 2019](#i81bf107280284fb885e391ddad2efb62_76) | | | [41](#i81bf107280284fb885e391ddad2efb62_76) | | |

| [Statement of Consolidated Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019](#i81bf107280284fb885e391ddad2efb62_79) | | | [42](#i81bf107280284fb885e391ddad2efb62_79) | | |

| [Consolidated Balance Sheet as of December 31, 2021 and 2020](#i81bf107280284fb885e391ddad2efb62_82) | | | [43](#i81bf107280284fb885e391ddad2efb62_82) | | |

| [Statement of Consolidated Cash Flows for the Years Ended December 31, 2021, 2020, and 2019](#i81bf107280284fb885e391ddad2efb62_85) | | | [44](#i81bf107280284fb885e391ddad2efb62_85) | | |

| [Statement of Changes in Consolidated Equity for the Years Ended December 31, 2021, 2020, and 2019](#i81bf107280284fb885e391ddad2efb62_88) | | | [45](#i81bf107280284fb885e391ddad2efb62_88) | | |

| [Notes to the Consolidated Financial Statements](#i81bf107280284fb885e391ddad2efb62_91) | | | [46](#i81bf107280284fb885e391ddad2efb62_91) | | |

| Sales ([D](#i81bf107280284fb885e391ddad2efb62_109)) | | | $ | 4,972 | | | | | $ | 5,259 | | | | | $ | 7,098 | |

| Loss on debt redemption ([R](#i81bf107280284fb885e391ddad2efb62_166)) | | | 146 | | | | | | 64 | | | | | | — | | |

| Interest expense, net ([F](#i81bf107280284fb885e391ddad2efb62_115)) | | | 259 | | | | | | 317 | | | | | | 338 | | |

| Inventories ([N](#i81bf107280284fb885e391ddad2efb62_148)) | | | 1,402 | | | | | | 1,488 | | |

| Intangibles, net ([P](#i81bf107280284fb885e391ddad2efb62_154)) | | | 549 | | | | | | 571 | | |

| Preferred stock ([J](#i81bf107280284fb885e391ddad2efb62_133)) | | | 55 | | | | | | 55 | | |

| Common stock ([J](#i81bf107280284fb885e391ddad2efb62_133)) | | | 422 | | | | | | 433 | | |

| Additional capital ([J](#i81bf107280284fb885e391ddad2efb62_133)) | | | 4,291 | | | | | | 4,668 | | |

| Net income | | | $ | 258 | | | | | $ | 261 | | | | | $ | 470 | |

| Loss on debt redemption ([R](#i81bf107280284fb885e391ddad2efb62_166)) | | | 146 | | | | | | 64 | | | | | | — | | |

| Other comprehensive income ([L](#i81bf107280284fb885e391ddad2efb62_142)) | | | — | | | | | | — | | | — | | | — | | | | | | 16 | | | — | | | 16 | | |

| Other comprehensive income ([L](#i81bf107280284fb885e391ddad2efb62_142)) | | | — | | | | | | — | | | — | | | — | | | | | | 80 | | | — | | | 80 | | |

| Repurchase and retirement of common stock ([J](#i81bf107280284fb885e391ddad2efb62_133)) | | | — | | | | | | (13) | | | (417) | | | — | | | | | | — | | | — | | | (430) | | |

| Balance at December 31, 2021 | | | $ | 55 | | | | | $ | 422 | | $ | 4,291 | | $ | 603 | | | | | $ | (1,863) | | $ | — | | $ | 3,508 | |

Howmet Aerospace Inc. and subsidiaries

Certain amounts in previously issued financial statements were reclassified to conform to the current period presentation.

The qualitative evaluation is an assessment of factors, including reporting unit-specific operating results as well as industry, market, and general economic conditions.

Litigation and Contingent Liabilities. From time to time, we are involved in various lawsuits, claims, investigations, and proceedings.

These matters may include speculative claims for substantial or indeterminate amounts of damages.

shipment.

On January 1, 2021, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) that were intended to simplify various aspects of accounting for income taxes by eliminating certain exceptions contained in existing guidance and amending other guidance to simplify several other income tax accounting matters.

| Operating income from discontinued operations | | | 136 | | | | | | 456 | | | | | | | | |

| Third-party sales | | | $ | 2,282 | | | | | $ | 1,044 | | | | | $ | 725 | | | | | $ | 921 | | | | | $ | 4,972 | |

| Total sales | | | $ | 2,286 | | | | | $ | 1,044 | | | | | $ | 731 | | | | | $ | 921 | | | | | $ | 4,982 | |

| Segment operating profit | | | $ | 440 | | | | | $ | 190 | | | | | $ | 54 | | | | | $ | 255 | | | | | $ | 939 | |

| Total Assets | | | 4,663 | | | | | | 2,635 | | | | | | 1,280 | | | | | | 684 | | | | | | 9,262 | | |

| For the year ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| For the year ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Loss on debt redemption | | | (146) | | | | | | (64) | | | | | | — | | |

| | | |

| --- | --- | --- |

| /s/ Tolga Oal | | |

| Tolga Oal Co-Chief Executive Officer | | |

| Interest expense ([F](#if209ebc53ef94a25a993a2b3ddc0993f_103)) | | | 381 | | | | | | 338 | | | | | | 377 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other receivables ([M](#if209ebc53ef94a25a993a2b3ddc0993f_133)) | | | 29 | | | | | | 349 | | |

| Inventories ([N](#if209ebc53ef94a25a993a2b3ddc0993f_136)) | | | 1,488 | | | | | | 1,607 | | |

| Current assets of discontinued operations ([C](#if209ebc53ef94a25a993a2b3ddc0993f_2162)) | | | — | | | | | | 1,442 | | |

| Intangibles, net ([P](#if209ebc53ef94a25a993a2b3ddc0993f_142)) | | | 571 | | | | | | 599 | | |

| Noncurrent assets of discontinued operations ([C](#if209ebc53ef94a25a993a2b3ddc0993f_2162)) | | | — | | | | | | 3,899 | | |

| Current liabilities of discontinued operations ([C](#if209ebc53ef94a25a993a2b3ddc0993f_2162)) | | | — | | | | | | 1,424 | | |

| Noncurrent liabilities of discontinued operations ([C](#if209ebc53ef94a25a993a2b3ddc0993f_2162)) | | | — | | | | | | 2,258 | | |

| Preferred stock ([J](#if209ebc53ef94a25a993a2b3ddc0993f_121)) | | | 55 | | | | | | 55 | | |

| Common stock ([J](#if209ebc53ef94a25a993a2b3ddc0993f_121)) | | | 433 | | | | | | 433 | | |

| Additional capital ([J](#if209ebc53ef94a25a993a2b3ddc0993f_121)) | | | 4,668 | | | | | | 7,319 | | |

| Balance at December 31, 2017 | | | $ | 55 | | | | | $ | 481 | | $ | 8,266 | | $ | (1,264) | | | | | $ | (2,644) | | $ | 14 | | $ | 4,908 | |

(dollars in millions, except per-share amounts)

The Company identified a misclassification in the presentation of changes in accounts payable and capital expenditures in its previously issued Statement of Consolidated Cash Flows during 2020.

Although management has determined that such misclassification did not materially misstate the Statement of Consolidated Cash Flows for the year ended December 31, 2019, the Company has revised it resulting in a $55 increase to previously reported capital expenditures and decrease to cash provided from investing activities with a corresponding reduction (decrease) in accounts payable, trade and increase in cash provided by operations.

A $16 deferred tax error was identified related to periods prior to 2018 during 2020.

Although management has determined it was not material to any periods, the Company has revised its Statement of Changes in Consolidated Equity for the years ended December 31, 2019 and 2018 to present the correction as a reduction to Retained Earnings as of December 31, 2017.

The accompanying Consolidated Balance Sheet at December 31, 2019 also reflects the revision for such tax item.

Investments in affiliates in which Howmet Aerospace Inc. cannot exercise significant influence that do not have readily

an impairment is more likely than not, a quantitative impairment test will be performed.

These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and adverse categories based on current business conditions.

Additionally, an assessment of the level of impact that a particular factor would have on the estimated fair value is determined using high, medium, and low weighting.

During the first quarter of 2020, Howmet's market capitalization declined significantly compared to the fourth quarter of 2019.

As a result of these macroeconomic factors, we performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of any of our reporting units is less than its carrying value.

As a result of this assessment, the Company performed a quantitative impairment test in the first quarter for the Engineered Structures reporting unit and concluded that though the margin between the fair value of the reporting unit and carrying value had declined from approximately 60% to approximately 15%, it was not impaired.

Consistent with prior practice, a discounted cash flow model was used to estimate the current fair value of the reporting unit.

The significant assumptions and estimates utilized to determine fair value were developed utilizing current market and forecast information reflecting the disruption in demand that has and is expected to negatively impact the Company’s sales globally in the aerospace industry.

During the second and third quarters of 2020, there were no indicators of impairment identified for the Engineered Structures reporting unit.

During the 2020 annual review of goodwill in the fourth quarter, management proceeded directly to the quantitative impairment test for all four of its reporting units.

As a result of the reorganization, these reporting units were evaluated for impairment during the first quarter of 2020.

The estimated fair value of each of these reporting units substantially exceeded their carrying value; thus, there was no goodwill impairment.

In the second quarter of 2019, the Company transferred its castings operations from Engineered Structures to Engine Products.

As a result, these reporting units were evaluated for impairment during the second quarter of 2019.

The estimated fair value of each of these reporting units substantially exceeded their carrying value; thus, there was no impairment.

In connection with the interim impairment evaluation of long-lived assets for the Disks asset group in the second quarter of 2018, which resulted from a decline in forecasted financial performance for the business in connection with its updated three-year strategic plan, the Company also performed an interim impairment evaluation of goodwill for Engine Products.

Howmet’s [removed: co-Chief] [added: Chief] Executive [removed: Officers] [added: Officer] and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting is included in [removed: Part] [added: [Part] II, Item [removed: 8] [added: 8](#i81bf107280284fb885e391ddad2efb62_67)] of this Form 10-K beginning on page [removed: [46](#if209ebc53ef94a25a993a2b3ddc0993f_61).][added: [38](#i81bf107280284fb885e391ddad2efb62_70).]

The effectiveness of Howmet’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in [removed: Part] [added: [Part] II, Item [removed: 8] [added: 8](#i81bf107280284fb885e391ddad2efb62_67)] of this Form 10-K on page [removed: [47](#if209ebc53ef94a25a993a2b3ddc0993f_64).][added: [39](#i81bf107280284fb885e391ddad2efb62_73).]

There have been no changes in internal control over financial reporting during the fourth quarter of [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Not applicable.

PART III

The following table gives information about Howmet’s common stock that could be issued under the Company’s equity compensation plans as of December 31, [removed: 2020.][added: 2021.]

Also includes [removed: 5,273] [added: 877] stock options resulting from the merger conversion of RTI Metals employee equity.

- [removed: 5,173,704] [added: 4,825,997] restricted share units

| Equity compensation plans approved by security holders(1) | | | 9,636,103(1) | | | $ | 23.64 | | 24,113,585(2) | | |

| Total | | | 9,636,103 | | | $ | 23.64 | | 24,113,585(2) | | |

- 1,754,902 stock options

- 3,055,204 performance share awards (226,672 granted in 2021 at target)

| Equity compensation plans approved by security holders(1) | | | 11,706,858(1) | | | $24.47 | | | 26,517,097(2) | | |

| Total | | | 11,706,858 | | | $24.47 | | | 26,517,097(2) | | |

- 3,191,692 stock options

- 3,341,462 performance share awards (2,887,515 granted in 2020 at target)

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting Firm are on pages [removed: 47] [added: 39] through [removed: 100] [added: 88] of this report.

| [2(a)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex21.htm) | | | | | | Separation and Distribution Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(b)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex23.htm) | | | | | | Tax Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2.3 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(c)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex24.htm) | | | | | | Employee Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2.4 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(c)(1)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex2e1.htm) | | | | | | Amendment No. 1, dated December 13, 2016, to Employee Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2(e)(1) to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, 2016. | | |

| [2(d)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex25.htm) | | | | | | Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement, dated as of October 31, 2016, by and between Alcoa USA Corp. and Arconic Inc., incorporated by reference to [removed: exhibit] [added: Exhibit] 2.5 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(e)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex26.htm) | | | | | | Arconic Inc. to Alcoa Corporation Patent, Know-How, and Trade Secret License Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa USA Corp., incorporated by reference to [removed: exhibit] [added: Exhibit] 2.6 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(f)](http://www.sec.gov/Archives/edgar/data/4281/000119312517245098/d366625dex2.htm) | | | | | | Amended and Restated Alcoa Corporation to Arconic Inc. Trademark License Agreement, dated as of June 25, 2017, by and between Alcoa USA Corp. and Arconic Inc., incorporated by reference to [removed: exhibit] [added: Exhibit] 2 to the Company’s Quarterly Report on Form 10-Q [removed: (Commission file number 1-3610)] for the quarter ended June 30, 2017. | | |

| [2(h)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex210.htm) | | | | | | Massena Lease and Operations Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2.10 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated November 4, 2016. | | |

| [2(i)](http://www.sec.gov/Archives/edgar/data/4281/000114420418000704/tv482506_ex2-1.htm) | | | | | | Agreement and Plan of Merger, dated October 12, 2017, by and between Arconic Inc., a Pennsylvania corporation, and Arconic Inc., a Delaware corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 2.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated January 4, 2018. | | |

| [2(n)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-5.htm) | | | | | | Patent, Know-How, and Trade Secret License Agreement, dated as of March 31, 2020, by and between Arconic Rolled Products Corporation and Arconic [removed: Inc. ,] [added: Inc.,] incorporated by reference to Exhibit 2.5 to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [2(o)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-6.htm) | | | | | | Trademark License Agreement, dated as of March 31, 2020, by and between Arconic Rolled Products Corporation and Arconic [removed: Inc. ,] [added: Inc.,] incorporated by reference to Exhibit 2.6 to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(t)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex2t-kofemmetalsupplyagree.htm)] [added: [2(t)](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex2t-kofemmetalsupplyagree.htm)] | | | | | | Metal Supply & Tolling Agreement by and between Arconic-Köfém Mill Products Hungary Kft and Arconic-Köfém Kft, dated January 1, [added: 2020, incorporated by reference to Exhibit 2(t) to the Company's Annual Report on Form 10-K for the year ended December 31,] 2020. | | |

| [removed: [3(a)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex3a-20_hwmaerocertofincor.htm)] [added: [3(a)](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex3a-20_hwmaerocertofincor.htm)] | | | | | | Certificate of Incorporation of Howmet Aerospace Inc., a Delaware [removed: corporation.] [added: corporation, incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.] | | |

| [removed: [3(b)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex3b-21_hwmaerodebylawsxef.htm)] [added: [3(b)](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex3b-21_hwmaerodebylawsxef.htm)] | | | | | | Bylaws of Howmet Aerospace Inc., a Delaware [removed: corporation.] [added: corporation, incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.] | | |

| [4(a)](http://www.sec.gov/Archives/edgar/data/4281/000114420418000704/tv482506_ex4-1.htm) | | | | | | Form of Certificate for Shares of Common Stock of Arconic Inc., a Delaware corporation, incorporated by reference to [removed: exhibit] [added: Exhibit] 4.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated January 4, 2018. | | |

| [4(c)(1)](http://www.sec.gov/Archives/edgar/data/4281/000119312507012549/dex994.htm) | | | | | | First Supplemental Indenture, dated as of January 25, 2007, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor Trustee to PNC Bank, National Association, as Trustee, incorporated by reference to [removed: exhibit] [added: Exhibit] 99.4 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated January 25, 2007. | | |

| [4(c)(2)](http://www.sec.gov/Archives/edgar/data/4281/000119312508150914/dex4c.htm) | | | | | | Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa Inc. and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as Trustee, incorporated by reference to [removed: exhibit] [added: Exhibit] 4(c) to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated July 15, 2008. | | |

| [4(c)(3)](http://www.sec.gov/Archives/edgar/data/4281/000114420418000704/tv482506_ex4-3.htm) | | | | | | Fourth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to [removed: exhibit] [added: Exhibit] 4.3 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated January 4, 2018. | | |

| [removed: [4(c)(5)](http://www.sec.gov/Archives/edgar/data/4281/000110465920057539/tm2018793d1_ex4-1.htm)] [added: [10(aa)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)] | | | | | | [removed: Sixth Supplemental Indenture, dated as of May 6, 2020] [added: Letter Agreement, by and] between [removed: the Company] [added: Arconic Inc.] and [removed: The Bank of New York Mellon Trust Company, N.A.,] [added: John C. Plant, dated] as [removed: trustee,] [added: of February 24, 2020,] incorporated by reference to [removed: exhibit 4.1] [added: Exhibit 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated [removed: May 6,] [added: February 25,] 2020. | | |

| [4(d)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex4d_2017.htm) | | | | | | Form of 6.75% Bonds Due 2028, incorporated by reference to [removed: exhibit] [added: Exhibit] 4(d) to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, 2017. | | |

| [4(e)](http://www.sec.gov/Archives/edgar/data/4281/000119312509029469/dex4e.htm) | | | | | | Form of 5.90% Notes Due 2027, incorporated by reference to [removed: exhibit] [added: Exhibit] 4(e) to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, 2008. | | |

| [4(f)](http://www.sec.gov/Archives/edgar/data/4281/000119312509029469/dex4f.htm) | | | | | | Form of 5.95% Notes Due 2037, incorporated by reference to [removed: exhibit] [added: Exhibit] 4(f) to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, 2008. | | |

| [removed: [4(g)](http://www.sec.gov/Archives/edgar/data/4281/000119312507044274/dex42.htm)] [added: [4(g)](http://www.sec.gov/Archives/edgar/data/4281/000119312514348595/d792572dex45.htm)] | | | | | | Form of [removed: 5.87%] [added: 5.125%] Notes Due [removed: 2022,] [added: 2024,] incorporated by reference to [removed: exhibit 4.2] [added: Exhibit 4.5] to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated [removed: February 21, 2007.] [added: September 22, 2014.] | | |

| [removed: [4(h)](http://www.sec.gov/Archives/edgar/data/4281/000119312511104798/dex4.htm)] [added: [4(h)](http://www.sec.gov/Archives/edgar/data/4281/000110465920051029/tm2016823d1_ex4-6.htm)] | | | | | | Form of [removed: 5.40%] [added: 6.875%] Notes [removed: Due 2021,] [added: due 2025,] incorporated by reference to [removed: exhibit 4] [added: Exhibit 4.6] to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated April [removed: 21, 2011.] [added: 24, 2020.] | | |

| [removed: [4(i)](http://www.sec.gov/Archives/edgar/data/4281/000119312514348595/d792572dex45.htm)] [added: [4(i)](http://www.sec.gov/Archives/edgar/data/4281/000110465921112046/tm2126680d1_ex4-6.htm)] | | | | | | Form of [removed: 5.125%] [added: 3.000%] Notes [removed: Due 2024,] [added: due 2029,] incorporated by reference to [removed: exhibit 4.5] [added: Exhibit 4.6] to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated September [removed: 22, 2014.] [added: 1, 2021.] | | |

| [removed: [4(k)](http://www.sec.gov/Archives/edgar/data/4281/000119312516470162/d216801dex4p.htm)] [added: [10(h)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10j.htm)] | | | | | | Howmet Aerospace [removed: Hourly Retirement Savings] [added: Excess Benefits] Plan [added: C] (formerly known as the Arconic [removed: Bargaining Retirement Savings Plan and, prior to that, the Alcoa Retirement Savings] [added: Employees’ Excess Benefits] Plan [removed: for Bargaining Employees),] [added: C),] as [removed: Amended] [added: amended] and [removed: Restated] [added: restated] effective [removed: January] [added: August] 1, [removed: 2015,] [added: 2016,] incorporated by reference to [removed: exhibit 4(p)] [added: Exhibit 10(j)] to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, [removed: 2015.] [added: 2016.] | | |

| [removed: [4(l)](http://www.sec.gov/Archives/edgar/data/4281/000119312516470162/d216801dex4s.htm)] [added: [10(m)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10p.htm)] | | | | | | Howmet Aerospace [removed: Salaried Retirement Savings] [added: Deferred Compensation] Plan (formerly known as the Arconic [removed: Salaried Retirement Savings Plan and, prior to that, the Alcoa Retirement Savings Plan for Salaried Employees),] [added: Deferred Compensation Plan),] as [removed: Amended] [added: amended] and [removed: Restated] [added: restated] effective [removed: January] [added: August] 1, [removed: 2015,] [added: 2016,] incorporated by reference to [removed: exhibit 4(s)] [added: Exhibit 10(p)] to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, [removed: 2015.] [added: 2016.] | | |

| [removed: [4(m)](http://www.sec.gov/Archives/edgar/data/4281/000119312516807985/d289289dex4.htm)] [added: [10(h)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10l1_2017.htm)] | | | | | | [added: First Amendment to] Howmet Aerospace [removed: Niles Bargaining Retirement Savings] [added: Excess Benefits] Plan [added: C] (formerly known as the Arconic [removed: Retirement Savings] [added: Employees’ Excess Benefits] Plan [removed: for ATEP Bargaining Employees),] [added: C),] effective January 1, [removed: 2017,] [added: 2018,] incorporated by reference to [removed: exhibit 4 to Post-Effective Amendment, dated December 30, 2016,] [added: Exhibit 10(l)(1)] to [removed: Registration Statement No. 333-32516] [added: the Company’s Annual Report] on Form [removed: S-8.] [added: 10-K for the year ended December 31, 2017.] | | |

| [removed: [4(p)](http://www.sec.gov/Archives/edgar/data/4281/000000428120000038/ex4p4q19.htm)] [added: [4(j)](http://www.sec.gov/Archives/edgar/data/4281/000000428120000038/ex4p4q19.htm)] | | | | | | Description of Arconic Inc.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to [removed: exhibit] [added: Exhibit] 4(p) to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, 2019. | | |

| [removed: [10(a)](http://www.sec.gov/Archives/edgar/data/4281/000119312514289952/d766969dex102.htm)] [added: [10(a)](https://www.sec.gov/Archives/edgar/data/4281/000110465921120263/tm2128610d1_ex10-1.htm)] | | | | | | [added: Amended and Restated] Five-Year Revolving Credit Agreement, dated as of [removed: July 25, 2014,] [added: September 28, 2021,] among [removed: Alcoa] [added: Howmet Aerospace] Inc., the [removed: Lenders] [added: lenders] and [removed: Issuers] [added: issuers] named therein, Citibank, N.A., as [removed: Administrative Agent for the Lenders and Issuers,] [added: administrative agent,] and JPMorgan Chase Bank, N.A., as [removed: Syndication Agent,] [added: syndication agent,] incorporated by reference to [removed: exhibit 10.2] [added: Exhibit 10.1] to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated [removed: July 31, 2014.] [added: September 28, 2021.] | | |

| [removed: [10(b)](http://www.sec.gov/Archives/edgar/data/4281/000119312514051516/d634164dex10l.htm)] [added: [10(r)](http://www.sec.gov/Archives/edgar/data/4281/000119312511039230/dex10z1.htm)] | | | | | | [removed: Plea Agreement dated January 8, 2014, between the United States of America] [added: Amended] and [added: Restated 2009] Alcoa [removed: World Alumina LLC,] [added: Stock Incentive Plan, dated February 15, 2011,] incorporated by reference to [removed: exhibit 10(l)] [added: Exhibit 10(z)(1)] to the Company’s Annual Report on Form 10-K [removed: (Commission file number 1-3610)] for the year ended December 31, [removed: 2013.] [added: 2010.] | | |

| [removed: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312516445317/d127771dex101.htm)[c](http://www.sec.gov/Archives/edgar/data/4281/000119312516445317/d127771dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312516445317/d127771dex101.htm)] [added: [10(b)](http://www.sec.gov/Archives/edgar/data/4281/000119312516445317/d127771dex101.htm)] | | | | | | Agreement, dated February 1, 2016, by and between Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and Alcoa Inc., incorporated by reference to [removed: exhibit] [added: Exhibit] 10.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated February 1, 2016. | | |

| [removed: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)[d](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)] [added: [10(c)](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)] | | | | | | Settlement Agreement, dated as of May 22, 2017, by and among Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and Arconic Inc., incorporated by reference to [removed: exhibit] [added: Exhibit] 10.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated May 22, 2017 (reporting an event on May 21, 2017). | | |

| [removed: [10(](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)[e](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)] [added: [10(d)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)] | | | | | | Letter Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of December 19, 2017, incorporated by reference to [removed: exhibit] [added: Exhibit] 10.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated December 19, 2017. | | |

| [removed: [10(](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-2.htm)[f](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-2.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-2.htm)] [added: [10(e)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-2.htm)] | | | | | | Registration Rights Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of December 19, 2017, incorporated by reference to [removed: exhibit] [added: Exhibit] 10.2 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated December 19, 2017. | | |

| [removed: [10(](http://www.sec.gov/Archives/edgar/data/4281/000114420418006033/tv484855_ex10-1.htm)[f](http://www.sec.gov/Archives/edgar/data/4281/000114420418006033/tv484855_ex10-1.htm)[)(1)](http://www.sec.gov/Archives/edgar/data/4281/000114420418006033/tv484855_ex10-1.htm)] [added: [10(e)(1)](http://www.sec.gov/Archives/edgar/data/4281/000114420418006033/tv484855_ex10-1.htm)] | | | | | | Amendment to Registration Rights Agreement, by and among Arconic Inc. and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated as of February 2, 2018, incorporated by reference to [removed: exhibit] [added: Exhibit] 10.1 to the Company’s Current Report on Form 8-K [removed: (Commission file number 1-3610)] dated February 6, 2018. | | |