Howmet Aerospace (HWM) 10-K risk factor changes: FY2022 vs FY2021

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

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

The impact over time will depend on future developments that are 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 or uptake of vaccines and related drugs, and the actions that may be taken in response to COVID-19, such as [removed: vaccine mandates, manufacturing restrictions, labor policies, and] travel limitations.

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

[removed: The] [added: For instance, the] decrease in domestic and international air travel due to the pandemic [removed: has] adversely affected demand for narrow-body and wide-body [removed: aircraft, respectively.][added: aircraft.]

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

[removed: 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, supply chain disruptions, manufacturing difficulties and disruptions, investment returns, our credit profile, our credit ratings, and interest rates.

The markets for Howmet’s products are [removed: cyclical] [added: cyclical,] and [removed: are] [added: such markets and Howmet’s operations 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 our products is sensitive to, and quickly impacted by, demand for the finished goods manufactured by our customers in these industries, which may change as a result of changes in regional or worldwide economies, currency exchange rates, [added: interest rates, inflation,] energy prices or other factors beyond our control.

In [removed: particular,] [added: addition,] Howmet derives a significant portion of our revenue from products sold to the aerospace industry, which 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 [removed: traffic,] [added: traffic domestically and globally,] the state of U.S., regional and world economies, the ability of aircraft purchasers to obtain required financing and numerous other factors.

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

Negative economic conditions, such as a major economic [removed: downturn, a prolonged recovery period,] [added: downturn] or [added: recession, continued inflation, or] disruptions in the financial markets, could have a material adverse effect on Howmet’s business, financial condition or results of operations.

[removed: Interruptions in production capability could 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 fulfill customer orders.

We maintain annual or long-term contracts for a majority of our supply requirements, [removed: and] [added: and,] for the [removed: remainder] [added: remainder,] we depend on spot purchases.

[added: Supply constraints could impact our production or] force us to purchase materials and other supplies from alternative sources, which may not be available in sufficient quantities or [removed: on terms] [added: at prices] that are favorable to us.

The availability and costs of certain raw materials necessary for the production of Howmet’s products may [added: also] be influenced by private or government entities, including as a result of changes in geopolitical conditions or regulatory requirements, labor relations between the producers and their work forces, and unstable governments in exporting nations.

Any of the foregoing supply chain disruptions or those due to [removed: capacity constraints,] trade barriers, [removed: labor shortages,] business continuity, quality, cyberattacks, transportation, delivery or logistics challenges, weather, natural disaster, or pandemic events could adversely affect Howmet’s business, results of operations or financial condition.

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 [removed: may be] [added: are] influenced by [removed: inflation,] market forces [removed: of] [added: and governmental constraints, including inflation,] supply and demand, [added: and] shortages, [added: and could be further influenced by] export limits, sanctions, new or increased import duties, and countervailing or anti-dumping duties.

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

Howmet’s business depends, in part, on its ability to successfully meet [removed: increased] program demand, production targets and commitments.

Howmet is currently under contract to supply components for a number of [removed: new and] existing [added: and new] commercial, general aviation, military aircraft and aircraft engine programs.

If Howmet fails to meet production targets and commitments, or encounters difficulty or unexpected costs in meeting such levels, it could have a material adverse effect on the Company’s [added: reputation,] business, operating results or financial condition.

Similarly, to the extent demand for our products increases rapidly and significantly in future periods, [removed: 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 [removed: demand.][added: demand, which could result in lost opportunities for growth and adversely affect our business, financial condition, results of operations or competitive position.]

Failure to attract and retain a [removed: skilled global] [added: qualified] workforce [added: and key personnel] or to provide adequate succession planning [removed: for key personnel] could adversely affect Howmet’s operations and competitiveness.

Howmet’s global operations require [added: qualified and] skilled personnel with relevant industry and technical experience.

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

If the Company fails to attract, [added: train,] develop and retain a global workforce with the skills and in the locations we need to operate and grow our business, our [added: business and] operations could be adversely impacted.

The loss of key [removed: members of management] [added: personnel] could significantly harm Howmet’s business, and any unplanned turnover or failure to develop adequate succession plans for key positions could deplete the Company’s institutional knowledge base, result in loss of technical or other expertise, delay or impede the execution of the Company’s business plans and erode Howmet’s competitiveness.

Howmet’s failure to successfully renew, renegotiate or favorably re-price such agreements, or a material deterioration in or termination of these customer relationships, could result in a reduction or loss in customer [removed: purchase volume or] revenue.

[removed: Howmet’s] customers may experience delays in the launch of new products, labor strikes, diminished liquidity or credit unavailability, weak demand for their products, [added: supply chain constraints] or other difficulties in their businesses.

[removed: be] [added: For example, our sales were] negatively affected by [removed: the residual impacts of the Boeing 737 MAX grounding in 2019, as well as] Boeing’s pause in deliveries of its 787 aircraft [removed: since] [added: from] May 2021 [removed: that has resulted in] [added: through 2022 as a result of] Boeing’s significantly reduced 787 production rates.

Although past attacks [removed: have] [added: did] not [removed: resulted] [added: result] in known losses of any critical data or [removed: had] [added: have] a material impact on Howmet’s financial condition or results of 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 cyberattacks or security breaches that manipulate or improperly use the Company’s systems or networks, compromise [removed: confidential] [added: confidential, personal] or otherwise protected information, destroy or corrupt data, block access to its systems, or otherwise disrupt its operations.

As discussed in “Competitive Conditions” in [Part I, Item [removed: 1](#i81bf107280284fb885e391ddad2efb62_13)] [added: 1](#if3802e1833754091b96521dc20d1a1fa_13)] (Business) of this report, the markets for Howmet’s products are highly competitive.

The willingness of customers to accept alternate solutions for the products sold by Howmet, [removed: the ability of large customers to exert leverage in the marketplace to affect the] pricing [removed: for Howmet’s products,] [added: pressure from competitors,] and technological advancements or other developments by or affecting Howmet’s competitors or customers could adversely affect Howmet’s business, financial condition or results of operations.

Consolidation within Howmet’s customer base may result in customers who are better able to [removed: command increased] [added: exert] leverage in negotiating prices and other terms of sale, [removed: which could adversely affect] [added: or may lead to reduced demand for] Howmet’s [removed: profitability.][added: products if a combined entity replaces Howmet with a Howmet competitor with which it had prior relationships.]

The result of these [removed: developments] [added: circumstances] could have a material adverse effect on Howmet’s business, operating results and financial condition.

For information on our credit ratings, see [removed: "Liquidity] [added: “Liquidity] and Capital [removed: Resources"] [added: Resources”] in [Part II, Item [removed: 7](#i81bf107280284fb885e391ddad2efb62_43)] [added: 7](#if3802e1833754091b96521dc20d1a1fa_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations).

Howmet calculates income or expense for its plans using actuarial valuations in accordance with accounting principles generally accepted in the United States of [removed: America ("GAAP").][added: America.]

The ongoing conflict between Russia and Ukraine has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil, natural gas and other energy supplies.

Higher energy costs result in increases in operating expenses at our manufacturing facilities, in the expense of shipping raw materials to our facilities, and in the expense of shipping products to our customers.

Recent high levels of inflation worldwide and in the United States has resulted in an increase in the costs of materials and labor.

Interruptions in production capability could increase Howmet’s costs and reduce its sales, including causing the Company to

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

For certain raw materials and services, we depend on a number of limited source or sole source suppliers.

Several of our suppliers have recently had constraints on their ability to supply Howmet with its full requirements due to lack of capacity, labor shortages and/or material availability.

If such constraints continue or escalate, it could result in an adverse impact on our business.

Because of approval, license and qualification requirements applicable to manufacturers and/or their suppliers, sources of alternatives to mitigate supply disruptions may not be readily available to Howmet.

Any delay in supply from these suppliers could prevent us from meeting customer demand for our products.

Howmet’s

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Although domestic air travel now approximates pre-pandemic levels, China domestic air travel is still below pre-pandemic 2019 levels on an average monthly basis in 2022.

International travel also continues to be lower than pre-pandemic 2019 levels.

We expect commercial aerospace growth to continue, with narrow-body demand returning faster than wide-body demand.

The commercial wide-body aircraft market is taking longer to recover, which is creating a shift in our product mix compared to pre-pandemic conditions.

Additionally, the COVID-19 pandemic has or may continue to exacerbate other risks disclosed herein, including, but not limited to, risks related to global economic conditions, competition,

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Prolonged periods of drought may result in wildfires and/or restrictions on process water use.

In connection with our separation transactions, we entered into various agreements with Arconic Corporation and Alcoa Corporation, including respective Separation and Distribution agreements pursuant to which Arconic Corporation and Alcoa Corporation agreed to indemnify us for certain liabilities, and we agreed to indemnify those parties for certain liabilities.

The indemnities that we are required to provide Alcoa Corporation and Arconic Corporation under these agreements are currently not material.

If either Alcoa Corporation or Arconic Corporation, as applicable, is not able to fully satisfy its indemnification obligations to us, we may be required to bear such losses.

Further, the Internal Revenue Service (the “IRS”) could determine that any of the facts, representations or undertakings are false or have been violated.

The longer the pandemic’s duration, the greater the potential impact on our business and the more heightened the risk of a continuing material adverse effect on our company, business strategies and initiatives.

- *Business and operations risks:* We continue to monitor COVID-19 guidance and requirements, to determine whether we will need to 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 stakeholders, including our continuing focus on the safety and protection of our workforce.

If there are restrictions on or disruptions to our business practices, we may be unable to perform fully on our contracts and our operational costs may increase.

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.

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

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

Aircraft manufacturers 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.

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 13%, 9%, and 5%, respectively, of our third-party sales in 2021.

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

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.

Due to the foregoing factors and other cost-cutting measures by our customers, we are experiencing, and expect to continue experiencing, lower demand and volume for our products.

In addition, the ongoing COVID-19 pandemic may negatively impact customer contract negotiations, including the ability to negotiate acceptable terms in contract renewal negotiations and our ability to obtain new customers.

Ultimately, the demand for our products is driven by the demand for transportation and travel within and between various countries.

- *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.

If the foregoing or other factors negatively impact our ability to comply with the financial covenant in our Five-Year Revolving Credit 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 or our ability to refinance certain portions of our indebtedness.

We expect that the longer the period of disruption from COVID-19 continues, the more material the adverse impact will be on our business operations, financial performance, results of operations and/or cash flows.

The U.S. and international commercial aviation industries may face challenges arising from competitive pressures and fuel costs.

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.

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.

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

As companies attempt to strengthen or maintain their market positions, companies could be acquired or merged.

Consolidation within Howmet’s customer base may also lead to reduced demand for Howmet’s products if a combined entity replaces Howmet’s products with those of Howmet’s competitors with which it has prior relationships.

Howmet’s business and growth prospects may be negatively impacted by limits in its capital expenditures.

Howmet may require substantial capital to invest in growth opportunities and to maintain and prolong the life and capacity of its existing facilities.

Insufficient cash generation may negatively impact Howmet’s ability to fund its planned sustaining and return-seeking capital projects, which could adversely affect the long-term value of the Company’s business and its competitiveness.

In addition, under the Credit Agreement, during the year ending December 31, 2022 (unless the Company ends this period earlier in accordance with the agreement or otherwise), common stock dividends and share repurchases are permitted only if no borrowings are outstanding under the Credit Agreement and are limited to an aggregate amount of $500 million.

The Company previously suspended dividends in April 2020 to preserve cash and provide flexibility in light of the impact of the COVID-19 pandemic but resumed dividend payments in the third quarter of 2021.

Product liability, product safety, personal injury, property damage, and recall claims and investigations may materially affect Howmet’s financial condition and damage its reputation.

An adverse outcome in one or more of these proceedings or investigations could also have a material adverse effect on Howmet’s business, financial condition or profitability; result in substantial monetary damages and/or non-monetary penalties; result in loss of customers; and require changes to our products or business operations.

Howmet faces risks arising from the imposition of cash repatriation restrictions and exchange controls in certain countries in which it operates, including China.

Cash repatriation restrictions and exchange controls may limit the Company’s ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by Howmet’s foreign subsidiaries or businesses located in or conducted within a country imposing restrictions or controls.

Should the Company need to fund its operations using cash from countries where there are restrictions or controls in place, it may be unable to do so on a timely basis and/or without incurring substantial costs.

Developments or assertions by or against

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 [removed: [Part](#i81bf107280284fb885e391ddad2efb62_67) [II,] [added: [Part II,] Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] (Financial Statements and Supplementary Data) of this Form 10-K.

Based upon the country where the point of shipment occurred, [removed: the United States] [added: North America] and Europe generated [removed: 68%] [added: 71%] and 22%, respectively, of Howmet’s sales in [removed: 2021.][added: 2022.]

In addition, Howmet has operating activities in numerous countries and regions outside [removed: the United States] [added: of North America] and Europe, including [removed: Canada, Mexico,] China and Japan.

Management Review of [removed: 2021] [added: 2022] and Outlook

[removed: In 2021, Sales decreased 5% over 2020] [added: The decrease was] primarily [removed: as a result of] [added: due to] lower sales [removed: volumes] in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production [removed: declines,] [added: declines] and lower sales [removed: 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 [added: cost] pass through to our customers.

Segment [removed: operating profit] [added: Adjusted EBITDA for the Engine Products segment] increased [removed: 6% from 2020] [added: $24, or 4%, in 2021 compared with 2020, primarily] due to [removed: favorable sales volumes in the commercial transportation and industrial gas turbine markets,] cost [removed: reductions,] [added: reductions] and favorable product pricing, partially offset by lower [removed: sales] volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production [removed: declines] [added: declines,] and lower [removed: sales] volumes in the defense aerospace market.

Management continued its focus on liquidity and cash flows as well as improving its operating performance through [removed: cost reductions, streamlined organizational structures, margin enhancement, and] profitable [removed: revenue generation.][added: revenue, efficient operations, and margin enhancement.]

Management’s focus and the related results enabled Howmet to end [removed: 2021] [added: 2022] with a solid financial position.

The following financial information reflects certain key highlights of Howmet’s [removed: 2021] [added: 2022] results:

- Net income from continuing operations of [removed: $258,] [added: $469,] or [removed: $0.59] [added: $1.11] per diluted share;

- Income from continuing operations before income taxes of [removed: $324,] [added: $606,] an increase of [removed: $153,] [added: $282,] or [removed: 89%,] [added: 87%,] from [removed: 2020;][added: 2021;]

- Cash provided from operations of [removed: $449;] [added: $733;] cash used for financing activities of [removed: $1,444;] [added: $526;] and cash [removed: provided from] [added: used for] investing activities of [removed: $107;][added: $135;]

- Purchased approximately [removed: 13] [added: 11] million shares of Common Stock under the Share Repurchase Programs for approximately [removed: $430;][added: $400;]

- Cash on hand and restricted cash at the end of the year of [removed: $722;][added: $792;]

- The Company’s common stock had a closing price of [removed: $31.38] [added: $39.41] per share at December [removed: 31, 2021,] [added: 30, 2022,] an increase of [removed: $18.63] [added: $26.21] per share, or [removed: 141%,] [added: 199%,] since the Arconic Inc. Separation Transaction on April 1, 2020, compared to an increase of [removed: 93% and 51%] [added: 55%] for [added: both] the S&P 500® Index and S&P Aerospace & Defense [removed: Index, respectively,] [added: Select Industry Index] over the same period.

[removed: (1) *See] [added: *(1)See] below in Results of Operations for the reconciliation of Total [removed: segment operating profit] [added: Segment Adjusted EBITDA] to Income from continuing operations before income taxes.*

In [removed: 2022,] [added: 2023,] management projects sales to increase as we expect [removed: robust] [added: solid] growth in [removed: most of] the [removed: Company’s key markets,] [added: commercial aerospace market,] and the Company’s strong position in [removed: those markets] [added: that market] is expected to continue.

[removed: The] [added: As a result, the] Company expects higher metal costs to [removed: also] contribute to increased sales in [removed: 2022.][added: 2023.]

Cash provided from operations is expected to increase for the full year in [removed: 2022] [added: 2023] compared with [removed: 2021,] [added: 2022,] resulting from a continued focus on operating performance and on capital efficiency.

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

[removed: The decrease was] [added: Third-party sales for the Engine Products segment decreased $124, or 5%, in 2021 compared with 2020,] primarily due to lower [removed: sales] volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines and lower [removed: sales] volumes in the defense aerospace market, partially offset by [removed: growth] [added: higher volumes] in the [removed: commercial transportation and] industrial gas turbine [removed: markets as well as favorable product pricing of $97.][added: market.]

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

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

The downtime [added: related to these plant fires] in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] reduced production levels and affected productivity at the plants.

The Company anticipates additional charges related to these plant fires of approximately $5 to [removed: $15] [added: $10] in [removed: 2022.][added: 2023.]

[removed: 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 [removed: Transaction.][added: Transaction that did not recur in 2021.]

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

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

Restructuring and other charges. Restructuring and other charges were [removed: $90] [added: $56] in [removed: 2021] [added: 2022] compared with [removed: $182] [added: $90] in [removed: 2020] [added: 2021] and [removed: $582] [added: $182] in [removed: 2019.][added: 2020.]

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 accounting, a $5 post-closing adjustment related to the sale of the Company’s U.K. forgings business, a $5 charge for impairment of assets associated with an agreement to sell an aerospace components business in the U.K, which ultimately did not occur and the business was returned to held for use, [added: and] a $5 charge related to the impairment of a cost method [removed: investment, which were partially offset by a benefit of $21 related to the reversal of a number of prior period programs.][added: investment.]

See [removed: [Note](#i81bf107280284fb885e391ddad2efb62_112) [E](#i81bf107280284fb885e391ddad2efb62_112)] [added: [Note E](#if3802e1833754091b96521dc20d1a1fa_106)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] (Financial Statements and Supplementary Data) of this Form 10-K.

[removed: Interest expense, net.] Interest expense, net was $259 in 2021 compared with $317 in 2020.

On an annual basis, the [removed: debt activity] [added: partial repayment of the 5.125% Notes] in [removed: 2021] [added: 2022] will decrease Interest expense, net by approximately [removed: $70.][added: $4.]

[added: Interest expense, net.] Interest expense, net was [removed: $317] [added: $229] in [removed: 2020] [added: 2022] compared with [removed: $338] [added: $259] in [removed: 2019.][added: 2021.]

The decrease of [removed: $21,] [added: $30,] or [removed: 6%,] [added: 12%,] was primarily due to a reduced average level of debt for the year ended December 31, [removed: 2020] [added: 2022] compared to the year ended December 31, [removed: 2019.][added: 2021.]

See [Note [removed: R](#i81bf107280284fb885e391ddad2efb62_166)] [added: R](#if3802e1833754091b96521dc20d1a1fa_151)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] (Financial Statements and Supplementary Data) of this Form 10-K.

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

Loss on debt redemption was [removed: $64] [added: $2] in [removed: 2020] [added: 2022] compared with [removed: none] [added: $146] in [removed: 2019.][added: 2021.]

The Company derived approximately 46% of its revenue from products sold to the commercial aerospace market for the year ended December 31, 2022 which is substantially less than the pre-pandemic 2019 annual rate of approximately 60%.

Due to the global COVID-19 pandemic and its impact on the commercial aerospace industry to date, there has been a decrease in domestic and international air travel, which in turn has adversely affected demand for narrow-body and wide-body aircraft.

Although domestic air travel now approximates pre-pandemic levels, China domestic air travel is still below pre-pandemic 2019 levels on an average monthly basis in 2022.

International travel also continues to be lower than pre-pandemic 2019 levels.

We expect commercial aerospace growth to continue, with narrow-body demand returning faster than wide-body demand.

The commercial wide-body aircraft market is taking longer to recover, which is creating a shift in our product mix compared to pre-pandemic conditions.

In addition to the impact from the pandemic, the timing and level of future aircraft builds by OEMs are subject to changes and uncertainties, such as declines in Boeing 787 production rates due to delays in its recertification, which may cause our future results to differ from prior periods due to changes in product mix in certain segments.

In 2022, Sales increased 14% over 2021 primarily as a result of higher sales in the commercial aerospace market, an increase in material cost pass through of $225, and favorable product pricing of $67, partially offset by lower sales in the defense aerospace market.

Income from continuing operations before income taxes increased 87% from 2021.

Total Segment Adjusted EBITDA(1) increased 13% from 2021 due to favorable sales in the commercial aerospace market, cost reductions, and favorable product pricing, partially offset by Boeing 787 production declines and lower sales in the defense aerospace market and inflationary costs.

- Sales of $5,663, an increase of 14% from 2021, with higher sales in the commercial aerospace market;

- Total Segment Adjusted EBITDA(1) of $1,352, an increase of $152, or 13%, from 2021;

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

- Total debt of $4,162, a decrease of $70 from 2021, reflecting repurchases of $69 of the 5.125% Notes due October 2024 (the “5.125% Notes”) during 2022; and

Sales. Sales for 2022 were $5,663 compared with $4,972 in 2021, an increase of $691, or 14%.

The increase was primarily due to higher sales in the commercial aerospace market, an increase in material cost pass through of $225, and favorable product pricing of $67, partially offset by lower sales in the defense aerospace market.

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

Cost of goods sold (“COGS”). COGS as a percentage of Sales was 72.5% in 2022 compared with 72.3% in 2021.

The increase was primarily due to increased costs related to three plant fires, as well as material cost pass through and increased net headcount, primarily in the Engine Products and Fastening Systems segments, in anticipation of future revenue increases, partially offset by higher volumes and favorable product pricing.

The Company had total COGS charges of $59 in 2022, offset by partial insurance claims reimbursements of $23, related to fires that occurred in 2019 at a Fastening Systems plant in France (the “France Plant Fire”), at a Forged Wheels plant in Barberton, Ohio in mid-February 2020 (the “Barberton Plant Fire”), and a mechanical failure resulting in substantial heat and fire-related damage to equipment at the Company’s cast house in Barberton, Ohio in the third quarter of 2022 (the “Barberton Cast House Incident”), compared to total COGS charges of $28 in 2021, offset by partial insurance claims reimbursements of $32, related to the France Plant Fire and the Barberton Plant Fire.

The insurance claims related to these three plant fires were in excess of the insurance deductible.

During the fourth quarter of 2022, the Company settled the insurance claim related to the Barberton Plant Fire.

Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $288, or 5.1% of Sales, in 2022 compared with $251, or 5.0% of Sales, in 2021.

The increase in SG&A of $37, or 15%, was primarily due to higher employment, travel, and lease costs in 2022, as well as legal and other advisory reimbursements received in 2021 that did not recur in 2022.

Research and development expenses (“R&D”). R&D expenses were $32 in 2022 compared with $17 in 2021.

The increase of $15, or 88%, was primarily due to higher spending on technology projects across all segments.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Provision for depreciation and amortization (“D&A”). The provision for D&A was $265 in 2022 compared with $270 in 2021.

The decrease of $5, or 2%, was primarily driven by lower corporate software amortization and reduced depreciation due to the sale of the corporate center.

Restructuring and other charges in 2022 consisted primarily of a $58 charge for U.S. and United Kingdom (“U.K.”) pension plans' settlement accounting and a $6 charge for various other exit costs.

These charges were partially offset by a gain of $8 on the sale of assets at a small U.S. manufacturing facility in Engine Products.

These charges were partially offset by a benefit of $21 related to the reversal of a number of prior period programs.

The decrease of $144 was primarily due to higher debt premiums paid in 2021 related to the repurchases of the 6.875% Notes due 2025 (the “6.875% Notes”), the 5.870% Notes due 2022, and the 5.125% Notes.

See [Note R](#if3802e1833754091b96521dc20d1a1fa_151) to the Consolidated Financial Statements in [Part II, Item 8](#if3802e1833754091b96521dc20d1a1fa_67) (Financial Statements and Supplementary Data) of this Form 10-K.

The increase in expense of $63 was primarily driven by the adverse judgment of $65 related to Lehman Brothers International (Europe) (“LBIE”) swaps that were entered into in 2007 and 2008, which were assumed as part of the Firth Rixson acquisition in 2014, an increase from net realized and unrealized losses of $9, primarily related to mark-to-market adjustments on exchange-traded fixed income securities and losses on sales of receivables, and higher non-service related net periodic benefit costs related to pension and other postretirement benefit plans in 2022 of $7, partially offset by the impacts of deferred compensation arrangements of $16

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

and higher interest income of $4.

Non-service related net periodic benefit costs related to defined benefit plans is expected to increase by approximately $20 from 2022 to 2023.

The Inflation Reduction Act of 2022 (the “Act”) was signed into law on August 16, 2022.

The Act includes various tax provisions, including a 1% excise tax on stock repurchases, expanded tax credits for clean energy incentives, and a corporate alternative minimum tax that generally applies to U.S. corporations with average adjusted financial statement income over a three-year period in excess of $1,000.

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.

The Company has aligned its operations consistent with how the Chief Executive Officer assesses operating performance and allocates capital, which remain unchanged since the Arconic Inc. Separation Transaction (see [Note C](#i81bf107280284fb885e391ddad2efb62_103) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67) of this Form 10-K).

- Sales of $4,972, a decrease of 5% from 2020, with significant reductions in sales in commercial aerospace driven by COVID-19 and Boeing 787 production declines;

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

- 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

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

The decrease was primarily a result of lower sales volumes in the commercial aerospace and commercial transportation markets driven by the impacts of COVID-19 and Boeing 737 MAX (“737 MAX”) and Boeing 787 production declines along with a decrease in sales of $116 due to the divestiture of the forgings business in the U.K. in December 2019, all partially offset by growth in the defense aerospace and industrial gas turbine markets and favorable product pricing.

In 2019, the Company sustained a fire at a Fastening Systems plant in France (“France Plant Fire”).

Additionally, a fire occurred at a Forged Wheels plant in Barberton, Ohio in mid-February 2020 (“Barberton Plant Fire”).

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 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.

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.

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

SG&A expenses were $277, or 5.3% of Sales, in 2020 compared with $400, or 5.6% of Sales, in 2019.

The decrease in SG&A of $123, or 31%, was primarily due to overhead cost reductions and lower net legal and other advisory costs related to Grenfell Tower of $20, partially offset by higher costs associated with the Arconic Inc. Separation Transaction through June 30, 2020 of $2.

R&D expenses were $17 in 2020 compared with $28 in 2019.

The decrease of $11, or 39%, 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 $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 asset group during the second quarter of 2019 (see [Note O](#i81bf107280284fb885e391ddad2efb62_151) and [Note P](#i81bf107280284fb885e391ddad2efb62_154) to the

Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67) (Financial Statements and Supplementary Data) of this Form 10-K) and the impact of 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 of D&A related to the Barberton Plant Fire.

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

The increase of $64 was primarily due to debt redemption or tender premiums paid, as applicable, on the 6.150% Notes, the 5.400% Notes, and the 5.870% Notes in 2020.

The increase in expense of $43 was primarily driven by the write-off of an indemnification receivable of $53 related to a Spanish tax reserve, reflecting Alcoa Corporation's 49% share and Arconic Corporation's 33.66% 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.

The increase in results of $85, or 67%, was primarily due to the non-recurring 2019 impact of the $428 charge for impairment of the Disks long-lived asset group included in Restructuring and other charges, a decrease of $123 due to lower SG&A costs, favorable product pricing, and a net $10 related to the settlement of the Spanish corporate income tax audit, partially offset by a decrease in sales volumes in the commercial aerospace and commercial transportation markets, the impact of COVID-19, and an increase in premiums paid on the early redemption of debt of $59.

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.

Howmet’s definition of Segment operating profit is Operating income excluding Special items.

The Company has aligned its operations consistent with how the Chief Executive Officer assesses operating performance and allocates capital, which remain unchanged since the Arconic Inc. Separation Transaction (see [Note C](#i81bf107280284fb885e391ddad2efb62_103) to the Consolidated Financial Statements in [Part II, Item 8](#i81bf107280284fb885e391ddad2efb62_67) of this Form 10-K for reference).

This decline in production had a negative impact on sales and segment operating profit in the Engine Products, Fastening Systems and Engineered Structures segments in 2020 and the first half of 2021.

In 2020 and 2021, Boeing reduced production rates of the 787 airplanes.

The significant decline in Boeing 787 production rates had a negative impact on sales and segment operating profit in the Engine Products, Fastening Systems, and Engineered Structures segments in 2021.

We expect reduced production rates to continue to have a negative impact on our sales and segment operating profit into 2022.

Segment operating profit for all reportable segments totaled $939 in 2021, $890 in 2020, and $1,390 in 2019.

| Segment operating profit | | | 440 | | | | | | 417 | | | | | | 621 | | |

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 the suspension of 737 MAX production, along with a decrease in sales of $116 from the divestiture of the forgings business in the U.K. in December 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 higher sales volumes in the defense aerospace and industrial gas turbine markets as well as favorable product pricing.

Segment operating profit for the Engine Products segment decreased $204, or 33%, in 2020 compared with 2019, primarily due to lower commercial aerospace sales volumes from the suspension of 737 MAX production and COVID-19 productivity impacts, partially offset by cost reductions, favorable product pricing, and favorable sales volumes in the defense aerospace and industrial gas turbine markets.

On December 1, 2019, the Company completed the divestiture of its forgings business in the U.K. The forgings business primarily produced steel, titanium, and nickel based forged components for aerospace, mining, and off-highway markets.

This business generated third-party sales of $116 in 2019 and had 540 employees at the time of the divestiture.

| Segment operating profit | | | 190 | | | | | | 247 | | | | | | 396 | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

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

In connection with the Arconic Inc. Separation Transaction, Howmet and Arconic Corporation entered into several agreements that govern the relationship of the parties following the [removed: separation, including the following: Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, certain Patent, Know-How and Trade Secret License Agreements, certain Trademark License Agreements, Raw Material Supply Agreements, Second Supplemental Tax and Project Certificate and Agreement, and Lease and Property Management Agreement.][added: separation.]

In connection with the Alcoa Inc. Separation Transaction, the two companies entered into several agreements that govern their post-separation [removed: 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.][added: relationship.]

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

Based upon the country where the point of shipment occurred, [removed: the United States] [added: North America] and Europe generated [removed: 68%] [added: 71%] and 22%, respectively, of Howmet’s sales in [removed: 2021.][added: 2022.]

In addition, Howmet has operating activities in numerous countries and regions outside [removed: the United States] [added: of North America] and Europe, including [removed: Canada, Mexico,] China and Japan.

*Aerospace (Commercial and Defense) Market.* Howmet’s largest market is aerospace, which represented approximately [removed: 60%] [added: 62%] of the Company’s revenue in [removed: 2021.][added: 2022.]

The commercial transportation market represented approximately 23% of the Company’s revenue in [removed: 2021.][added: 2022.]

*Industrial and Other Markets.* Industrial and other markets include industrial gas turbines, oil and gas, and other industrials, which represented approximately [removed: 17%] [added: 15%] of the Company’s revenue in [removed: 2021.][added: 2022.]

[added: The business’s high-tech, multi-material fastening 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.

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

For additional discussion of each segment's business, see “Results of Operations—Segment Information” in [Part II, Item [removed: 7](#i81bf107280284fb885e391ddad2efb62_43)] [added: 7](#if3802e1833754091b96521dc20d1a1fa_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [removed: [Note](#i81bf107280284fb885e391ddad2efb62_109) [D](#i81bf107280284fb885e391ddad2efb62_109)] [added: [Note D](#if3802e1833754091b96521dc20d1a1fa_103)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67).][added: 8](#if3802e1833754091b96521dc20d1a1fa_67).]

Sales by market for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] were:

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Aerospace - Commercial | | | [removed: 41] [added: 46] | | % | | | | [removed: 50] [added: 41] | | % | | | | [removed: 59] [added: 50] | | % |

| Aerospace - Defense | | | [removed: 19] [added: 16] | | % | | | | 19 | | % | | | | [removed: 13] [added: 19] | | % |

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

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

In [removed: 2021,] [added: 2022,] General Electric [removed: Company,] [added: Company and] Raytheon Technologies [removed: Corporation, and The Boeing Company] [added: Corporation] represented approximately [removed: 13%, 9%,] [added: 12%] and [removed: 5%,] [added: 9%,] respectively, of the Company’s third-party sales.

See [Part I, Item [removed: 1A](#i81bf107280284fb885e391ddad2efb62_16)] [added: 1A](#if3802e1833754091b96521dc20d1a1fa_16)] (Risk Factors).

| | | | | | | Canton, OH(2) | | | | | | Engineered Structures | | | | | | [removed: Ferro-Titanium Alloys and] Titanium Mill Products | | |

Important raw materials purchased in [removed: 2021] [added: 2022] for each of the Company’s reportable segments are listed below.

| Engine Products | | | [added: | | |] Fastening Systems | | | [added: | | |] Engineered Structures | | | [added: | | |] Forged Wheels | | |

| Ceramics | | | [added: | | |] Aluminum Alloys | | | [added: | | |] Energy | | | [added: | | |] Energy | | |

| Cobalt | | | [added: | | |] Energy | | | [added: | | |] Nickel Alloys | | | [added: | | |] Primary and Scrap Aluminum | | |

| Energy | | | [added: | | |] Nickel Alloys and Stainless Steels | | | [added: | | |] Primary Aluminum | | | | | | [added: | | |]

| Nickel | | | [added: | | |] Steels | | | [added: | | |] Titanium Scrap | | | | | | [added: | | |]

| Platinum | | | [added: | | |] Titanium Alloys | | | [added: | | |] Titanium Sponge | | | | | | [added: | | |]

| Titanium | | | | | | [added: | | | | | |] Vanadium Alloys | | | | | | [added: | | |]

As of the end of [removed: 2021,] [added: 2022,] the Company’s worldwide patent portfolio consists of approximately [removed: 943] [added: 938] granted patents and [removed: 184] [added: 205] pending patent applications.

A significant trademark filing campaign for the names “Howmet” and “Howmet Aerospace” along with its “H” logo was initiated in 2019, in support of the corporate launch of Howmet Aerospace Inc. As of the end of [removed: 2021,] [added: 2022,] the Company’s worldwide trademark portfolio consists of approximately [removed: 1,562] [added: 1,569] registered trademarks and [removed: 131] [added: 94] pending trademark applications.

Principal competitors include Berkshire Hathaway Inc., through its 2016 acquisition of Precision Castparts Corporation and subsidiaries, for titanium and titanium-based alloys, precision forgings, seamless rolled rings, investment castings, including airfoils, and aerospace fasteners; VSMPO (Russia) for titanium and titanium-based alloys and precision forgings; [removed: the] [added: Allegheny Technologies, Inc.’s] High-Performance Materials & Components segment [removed: of Allegheny Technologies, Inc.] for titanium and titanium-based alloys and precision forgings; Lisi Aerospace (France) for aerospace fasteners; and Aubert & Duval (part of Eramet Group in France) for precision forgings.

Other competitors include Doncasters Group Ltd. [removed: (UK)] [added: (U.K.)] and Consolidated Precision Products Corp. (owned by Warburg Pincus and Berkshire Partners) for investment castings; Weber Metals (part of Otto Fuchs) for precision forgings; and Forgital and Frisa (Mexico) for seamless rings.

Forged Wheels competes against aluminum and steel wheel suppliers in the commercial transportation industry under the product brand name Alcoa® Wheels for the major regions that it serves [removed: (Americas,] [added: (North America,] Europe, Japan, China, [added: South America,] and Australia).

International competition in the investment [removed: castings,] [added: castings,] fasteners, rings and forgings markets may also increase in the future as a result of strategic alliances among engine original equipment manufacturers (“OEMs”), aero-structure prime contractors, and overseas companies, especially in developing markets, particularly where “offset” or “local content” requirements create purchase obligations with respect to products manufactured in or directed to a particular country.

In [removed: 2021,] [added: 2022,] 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 [removed: 2022.][added: 2023.]

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 [removed: V](#i81bf107280284fb885e391ddad2efb62_181)] [added: V](#if3802e1833754091b96521dc20d1a1fa_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] under the caption “Environmental Matters.”

To [removed: recruit,] attract, [added: recruit,] develop and retain world-class talent, the Company has created a culture that embraces diversity, drives inclusion, and empowers and engages our employees.

Our talent review [added: and succession planning] process is an ongoing priority and is sponsored and led by our [removed: CEO.][added: CEO with oversight by the Board of Directors.]

As described below, Howmet Aerospace Inc. was previously named Arconic Inc. and, prior to that, Alcoa Inc.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

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

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

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Attracting and recruiting candidates through workforce planning, increased hiring efficiency and effective onboarding has been a priority for the Company.

The Company’s new Applicant Tracking System supports the dissemination of our job vacancies to a wider range of diverse partners.

As an example, our campus recruitment platform provides an ability to proactively reach a broad talent network as the system of record for more than 9.2 million students and 1,300 schools across the United States.

To retain new talent, the Company offers an onboarding program to develop a sense of belonging, teamwork and productivity that is uniform across the organization.

Our Board of Directors and Executive Leadership team review diversity, equity and inclusion activity on a regular basis, and have been actively involved in ‘Meet the Leader’ sessions with our employees throughout the year.

The Whitehall, Michigan location has been preparing for the expiration of this collective bargaining agreement over the course of several months and has started negotiations with the union prior to the

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

agreement’s expiration date.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Forward-Looking Statements

This report contains (and oral communications made by Howmet may contain) statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning.

All statements that reflect Howmet’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results, operating performance, or estimated or expected future capital expenditures; future strategic actions; and Howmet's strategies, outlook, and business and financial prospects.

These statements reflect beliefs and assumptions that are based on Howmet’s perception of historical trends, current conditions and expected future developments, as well as other factors Howmet believes are appropriate in the circumstances.

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 risks, uncertainties, and 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 1A](#i81bf107280284fb885e391ddad2efb62_16) (Risk Factors), [Part II, Item 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

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

Market projections are subject to the risks discussed in this report and other risks in the market.

Howmet disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

The business’s high-tech, multi-material fastening systems are

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

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

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

For the health and safety of our employees, the Company continues to proactively manage impacts from COVID-19 and maintain protocols around self-assessment of symptoms, hygiene, masks, social distancing and robust implementation of tracing and quarantine protocols.

For a discussion of legal proceedings, see [removed: [Note](#i81bf107280284fb885e391ddad2efb62_181) [V](#i81bf107280284fb885e391ddad2efb62_181)] [added: [Note V](#if3802e1833754091b96521dc20d1a1fa_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] of this Form 10-K.

For The Fiscal Year Ended December 31, [removed: 2021][added: 2022]

Yes No [removed: ✓ .][added: ✓.]

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: $15] [added: $13] billion.

As of February 10, [removed: 2022,] [added: 2023,] there were [removed: 418,904,876] [added: 412,282,856] 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: 2022] [added: 2023] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A (Proxy Statement).

| Item 1. | | | [removed: [Business](#i81bf107280284fb885e391ddad2efb62_13)] [added: [Business](#if3802e1833754091b96521dc20d1a1fa_13)] | | | [removed: [1](#i81bf107280284fb885e391ddad2efb62_13)] [added: [1](#if3802e1833754091b96521dc20d1a1fa_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i81bf107280284fb885e391ddad2efb62_16)] [added: Factors](#if3802e1833754091b96521dc20d1a1fa_16)] | | | [removed: [9](#i81bf107280284fb885e391ddad2efb62_16)] [added: [9](#if3802e1833754091b96521dc20d1a1fa_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i81bf107280284fb885e391ddad2efb62_19)] [added: Comments](#if3802e1833754091b96521dc20d1a1fa_19)] | | | [removed: [18](#i81bf107280284fb885e391ddad2efb62_19)] [added: [15](#if3802e1833754091b96521dc20d1a1fa_19)] | | |

| Item 2. | | | [removed: [Properties](#i81bf107280284fb885e391ddad2efb62_22)] [added: [Properties](#if3802e1833754091b96521dc20d1a1fa_22)] | | | [removed: [19](#i81bf107280284fb885e391ddad2efb62_22)] [added: [16](#if3802e1833754091b96521dc20d1a1fa_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i81bf107280284fb885e391ddad2efb62_25)] [added: Proceedings](#if3802e1833754091b96521dc20d1a1fa_25)] | | | [removed: [19](#i81bf107280284fb885e391ddad2efb62_25)] [added: [16](#if3802e1833754091b96521dc20d1a1fa_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i81bf107280284fb885e391ddad2efb62_28)] [added: Disclosures](#if3802e1833754091b96521dc20d1a1fa_28)] | | | [removed: [19](#i81bf107280284fb885e391ddad2efb62_28)] [added: [16](#if3802e1833754091b96521dc20d1a1fa_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i81bf107280284fb885e391ddad2efb62_34)] [added: Securities](#if3802e1833754091b96521dc20d1a1fa_34)] | | | [removed: [19](#i81bf107280284fb885e391ddad2efb62_34)] [added: [16](#if3802e1833754091b96521dc20d1a1fa_34)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i81bf107280284fb885e391ddad2efb62_37)] [added: Data](#if3802e1833754091b96521dc20d1a1fa_37)] [Financial [removed: Data](#i81bf107280284fb885e391ddad2efb62_40)] [added: Data](#if3802e1833754091b96521dc20d1a1fa_40)] | | | [removed: [21](#i81bf107280284fb885e391ddad2efb62_37)] [added: [18](#if3802e1833754091b96521dc20d1a1fa_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i81bf107280284fb885e391ddad2efb62_43)] [added: Operations](#if3802e1833754091b96521dc20d1a1fa_43)] | | | [removed: [22](#i81bf107280284fb885e391ddad2efb62_43)] [added: [19](#if3802e1833754091b96521dc20d1a1fa_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i81bf107280284fb885e391ddad2efb62_64)] [added: Risk](#if3802e1833754091b96521dc20d1a1fa_64)] | | | [removed: [36](#i81bf107280284fb885e391ddad2efb62_64)] [added: [34](#if3802e1833754091b96521dc20d1a1fa_64)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i81bf107280284fb885e391ddad2efb62_67)] [added: Data](#if3802e1833754091b96521dc20d1a1fa_67)] | | | [removed: [37](#i81bf107280284fb885e391ddad2efb62_67)] [added: [35](#if3802e1833754091b96521dc20d1a1fa_67)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i81bf107280284fb885e391ddad2efb62_187)] [added: Disclosure](#if3802e1833754091b96521dc20d1a1fa_175)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_187)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i81bf107280284fb885e391ddad2efb62_190)] [added: Procedures](#if3802e1833754091b96521dc20d1a1fa_178)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_190)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_178)] | | |

| Item 9B. | | | [Other [removed: Information](#i81bf107280284fb885e391ddad2efb62_193)] [added: Information](#if3802e1833754091b96521dc20d1a1fa_181)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_193)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_181)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i81bf107280284fb885e391ddad2efb62_2017)] [added: Inspection](#if3802e1833754091b96521dc20d1a1fa_184)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_2017)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i81bf107280284fb885e391ddad2efb62_199)] [added: Governance](#if3802e1833754091b96521dc20d1a1fa_190)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_199)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i81bf107280284fb885e391ddad2efb62_202)] [added: Compensation](#if3802e1833754091b96521dc20d1a1fa_193)] | | | [removed: [89](#i81bf107280284fb885e391ddad2efb62_202)] [added: [82](#if3802e1833754091b96521dc20d1a1fa_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i81bf107280284fb885e391ddad2efb62_205)] [added: Matters](#if3802e1833754091b96521dc20d1a1fa_196)] | | | [removed: [90](#i81bf107280284fb885e391ddad2efb62_205)] [added: [83](#if3802e1833754091b96521dc20d1a1fa_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i81bf107280284fb885e391ddad2efb62_208)] [added: Independence](#if3802e1833754091b96521dc20d1a1fa_199)] | | | [removed: [90](#i81bf107280284fb885e391ddad2efb62_208)] [added: [83](#if3802e1833754091b96521dc20d1a1fa_199)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i81bf107280284fb885e391ddad2efb62_211)] [added: Services](#if3802e1833754091b96521dc20d1a1fa_202)] | | | [removed: [90](#i81bf107280284fb885e391ddad2efb62_211)] [added: [83](#if3802e1833754091b96521dc20d1a1fa_202)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i81bf107280284fb885e391ddad2efb62_217)] [added: Schedules](#if3802e1833754091b96521dc20d1a1fa_208)] | | | [removed: [91](#i81bf107280284fb885e391ddad2efb62_217)] [added: [84](#if3802e1833754091b96521dc20d1a1fa_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i81bf107280284fb885e391ddad2efb62_220)] [added: Summary](#if3802e1833754091b96521dc20d1a1fa_211)] | | | [removed: [98](#i81bf107280284fb885e391ddad2efb62_220)] [added: [90](#if3802e1833754091b96521dc20d1a1fa_211)] | | |

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 [removed: 2022] [added: 2023] 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, [removed: 2021.][added: 2022.]

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

Yes ☐ No ☐

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| | | | [Signatures](#if3802e1833754091b96521dc20d1a1fa_214) | | | [91](#if3802e1833754091b96521dc20d1a1fa_214) | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Forward-Looking Statements

This report contains (and oral communications made by Howmet Aerospace Inc. (“Howmet”) may contain) statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning.

All statements that reflect Howmet’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results, operating performance, or estimated or expected future capital expenditures; future strategic actions; Howmet's strategies, outlook, and business and financial prospects; and any future dividends and repurchases of its debt or equity securities.

These statements reflect beliefs and assumptions that are based on Howmet’s perception of historical trends, current conditions and expected future developments, as well as other factors Howmet believes are appropriate in the circumstances.

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 risks, uncertainties, and 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 1A](#if3802e1833754091b96521dc20d1a1fa_16) (Risk Factors), [Part II, Item 7](#if3802e1833754091b96521dc20d1a1fa_43) (Management’s Discussion and Analysis of Financial Condition and Results of Operations), including the disclosures under Segment Information and Critical Accounting Policies and Estimates, and [Note V](#if3802e1833754091b96521dc20d1a1fa_166) to the Consolidated Financial Statements in [Part II, Item 8](#if3802e1833754091b96521dc20d1a1fa_67).

Market projections are subject to the risks discussed in this report and other risks in the market.

Howmet disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| | | | [Signatures](#i81bf107280284fb885e391ddad2efb62_223) | | | [99](#i81bf107280284fb885e391ddad2efb62_223) | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

See [removed: [Note](#i81bf107280284fb885e391ddad2efb62_94) [](#i81bf107280284fb885e391ddad2efb62_94)[A](#i81bf107280284fb885e391ddad2efb62_94)] [added: [Note A](#if3802e1833754091b96521dc20d1a1fa_94)] and [removed: [Note](#i81bf107280284fb885e391ddad2efb62_151) [O](#i81bf107280284fb885e391ddad2efb62_151)] [added: [Note O](#if3802e1833754091b96521dc20d1a1fa_142)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] of this Form 10-K.

See the table regarding the Company's principal facilities in [Part I, Item [removed: 1.](#i81bf107280284fb885e391ddad2efb62_13)] [added: 1](#if3802e1833754091b96521dc20d1a1fa_13)] (Business).

In the second quarter of 2022, the Company sold this property and entered into a 12-year lease with the purchaser for a portion of the property.

The number of holders of record of common stock was [removed: 10,278] [added: 9,404] as of February [removed: 11, 2022.][added: 13, 2023.]

The following graph compares the most recent five-year performance of the Company’s common stock with (1) the Standard & Poor’s [removed: (S&P)] [added: (“S&P”)] 500® Index, (2) the S&P 500® Industrials Index, a group of [removed: 73] [added: 70] 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, Textron Inc., The Boeing Company, and Transdigm Group Inc.

The graph assumes, in each case, an initial investment of $100 on December 31, [removed: 2016,] [added: 2017,] and the reinvestment of dividends.

Because the starting point of the graph is December 31, [removed: 2016,] [added: 2017,] the effect of the November 2016 Alcoa Inc. Separation Transaction is already reflected in the Company’s stock price on December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

| As of December 31, | | | | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

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: 2021:][added: 2022:]

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share(1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs(1)(2)] [added: Programs (in millions)(1)(2)] | | |

After giving effect to the share repurchases made through the fourth quarter of [removed: 2021,] [added: 2022,] approximately [removed: $1,347] [added: $947] million Board authorization remained available as of January 1, [removed: 2022.][added: 2023.]

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 [removed: 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).][added: considerations.]

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 62.78 | | | | | $ | 115.45 | | | | | $ | 139.82 | | | | | $ | 156.14 | | | | | $ | 193.87 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 86.71 | | | | | | 112.17 | | | | | | 124.59 | | | | | | 150.89 | | | | | | 142.63 | | |

| S&P Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 91.93 | | | | | | 119.81 | | | | | | 100.56 | | | | | | 113.86 | | | | | | 133.64 | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| October 1 - October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,012 | |

| November 1 - November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,012 | |

| December 1 - December 31, 2022 | | | | | | 1,677,711(3) | | | | | | $ | 38.83 | | | | | 1,674,082 | | | | | | $ | 947 | |

| Total for quarter ended December 31, 2022 | | | | | | 1,677,711 | | | | | | $ | 38.83 | | | | | 1,674,082 | | | | | | | | |

(3)Amount includes the surrender of 3,629 shares of Howmet common stock by a participant in the Company’s stock incentive plan to the Company to satisfy the exercise price and tax withholding obligations of employee stock options at the time of exercise.

These surrendered shares are not part of any Share Repurchase Programs.

| 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 | | |

| | | | | | | (in millions except share and per-share amounts) | | | | | | | | | | | | | | | | | | | | |

| 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 | | | | | | | | |

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.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| [Management’s Reports to Howmet [removed: Shareholders](#i81bf107280284fb885e391ddad2efb62_70)] [added: Shareholders](#if3802e1833754091b96521dc20d1a1fa_70)] | | | [removed: [38](#i81bf107280284fb885e391ddad2efb62_70)] [added: [36](#if3802e1833754091b96521dc20d1a1fa_70)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i81bf107280284fb885e391ddad2efb62_73)] [added: Firm](#if3802e1833754091b96521dc20d1a1fa_73)] (PCAOB ID 238) | | | [removed: [39](#i81bf107280284fb885e391ddad2efb62_73)] [added: [37](#if3802e1833754091b96521dc20d1a1fa_73)] | | |

| [Statement of Consolidated Operations for the Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i81bf107280284fb885e391ddad2efb62_76)] [added: 2020](#if3802e1833754091b96521dc20d1a1fa_76)] | | | [removed: [41](#i81bf107280284fb885e391ddad2efb62_76)] [added: [39](#if3802e1833754091b96521dc20d1a1fa_76)] | | |

| [Statement of Consolidated Comprehensive Income for the Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i81bf107280284fb885e391ddad2efb62_79)] [added: 2020](#if3802e1833754091b96521dc20d1a1fa_79)] | | | [removed: [42](#i81bf107280284fb885e391ddad2efb62_79)] [added: [40](#if3802e1833754091b96521dc20d1a1fa_79)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i81bf107280284fb885e391ddad2efb62_82)] [added: 2021](#if3802e1833754091b96521dc20d1a1fa_82)] | | | [removed: [43](#i81bf107280284fb885e391ddad2efb62_82)] [added: [41](#if3802e1833754091b96521dc20d1a1fa_82)] | | |

| [Statement of Consolidated Cash Flows for the Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i81bf107280284fb885e391ddad2efb62_85)] [added: 2020](#if3802e1833754091b96521dc20d1a1fa_85)] | | | [removed: [44](#i81bf107280284fb885e391ddad2efb62_85)] [added: [42](#if3802e1833754091b96521dc20d1a1fa_85)] | | |

| [Statement of Changes in Consolidated Equity for the Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i81bf107280284fb885e391ddad2efb62_88)] [added: 2020](#if3802e1833754091b96521dc20d1a1fa_88)] | | | [removed: [45](#i81bf107280284fb885e391ddad2efb62_88)] [added: [43](#if3802e1833754091b96521dc20d1a1fa_88)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i81bf107280284fb885e391ddad2efb62_91)] [added: Statements](#if3802e1833754091b96521dc20d1a1fa_91)] | | | [removed: [46](#i81bf107280284fb885e391ddad2efb62_91)] [added: [44](#if3802e1833754091b96521dc20d1a1fa_91)] | | |

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria in *Internal Control—Integrated Framework* (2013) issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

We have audited the accompanying consolidated balance sheets of Howmet Aerospace Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of [removed: comprehensive income, of] changes in [removed: equity] [added: equity, of comprehensive income] and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes A and P to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4,067] [added: $4,013] million as of December 31, [removed: 2021,] [added: 2022,] and the amount of the goodwill associated with the Engineered Structures reporting unit was $304 million.

The determination of fair value using this technique requires management to use significant estimates and assumptions related to forecasting operating cash flows, including sales growth, production costs, capital [removed: spending,] [added: spending] and discount rate.

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

[removed: February 14, 2022][added: | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| For the year ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Cost of goods sold (exclusive of expenses below) | | | [removed: 3,596] [added: 4,103] | | | | | | [removed: 3,878] [added: 3,596] | | | | | | [removed: 5,214] [added: 3,878] | | |

| Selling, general administrative, and other expenses | | | [removed: 251] [added: 288] | | | | | | [removed: 277] [added: 251] | | | | | | [removed: 400] [added: 277] | | |

| Research and development expenses | | | [removed: 17] [added: 32] | | | | | | 17 | | | | | | [removed: 28] [added: 17] | | |

| Provision for depreciation and amortization | | | [removed: 270] [added: 265] | | | | | | [removed: 279] [added: 270] | | | | | | [removed: 295] [added: 279] | | |

| Restructuring and other charges [removed: ([E](#i81bf107280284fb885e391ddad2efb62_112))] | | | [removed: 90] [added: (56)] | | | | | | [removed: 182] [added: (90)] | | | | | | [removed: 582] [added: (182)] | | |

| Operating income | | | [removed: 748] [added: 919] | | | | | | [removed: 626] [added: 748] | | | | | | [removed: 579] [added: 626] | | |

| Loss on debt redemption [removed: ([R](#i81bf107280284fb885e391ddad2efb62_166))] | | | [removed: 146] [added: (2)] | | | | | | [removed: 64] [added: (146)] | | | | | | [removed: —] [added: (64)] | | |

| Interest expense, net [removed: ([F](#i81bf107280284fb885e391ddad2efb62_115))] | | | [removed: 259] [added: (229)] | | | | | | [removed: 317] [added: (259)] | | | | | | [removed: 338] [added: (317)] | | |

| Other expense, net [removed: ([G](#i81bf107280284fb885e391ddad2efb62_118))] | | | [removed: 19] [added: 41] | | | | | | [removed: 74] | | | | | | [removed: 31] | | |

| Income [added: from continuing operations] before income taxes | | | [removed: 324] [added: 606] | | | | | | [removed: 171] [added: 324] | | | | | | [removed: 210] [added: 171] | | |

| Provision [removed: (benefit)] for income taxes [removed: ([I](#i81bf107280284fb885e391ddad2efb62_127))] | | | [removed: 66] [added: 38] | | | | | | [removed: (40)] | | | | | | [removed: 84] | | |

| Income from continuing operations after income taxes | | | $ | [removed: 258] [added: 469] | | | | | $ | [removed: 211] [added: 258] | | | | | $ | [removed: 126] [added: 211] | |

| Income from discontinued operations after income taxes [removed: ([C](#i81bf107280284fb885e391ddad2efb62_103))] | | | [removed: —] [added: $] | [added: 50] | | | | | [removed: 50] | | | | | | [removed: 344] | | |

| Net income | | | $ | [removed: 258] [added: 469] | | | | | $ | [removed: 261] [added: 258] | | | | | $ | [removed: 470] [added: 261] | |

| Amounts Attributable to Howmet Aerospace Inc. Common Shareholders [removed: ([K](#i81bf107280284fb885e391ddad2efb62_139)):] [added: ([K](#if3802e1833754091b96521dc20d1a1fa_130)):] | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 256] [added: 467] | | | | | $ | [removed: 259] [added: 256] | | | | | $ | [removed: 477] [added: 259] | |

| Continuing operations | | | $ | [removed: 0.60] [added: 1.12] | | | | | $ | [removed: 0.48] [added: 0.60] | | | | | $ | [removed: 0.28] [added: 0.48] | |

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

| Continuing operations | | | $ | [removed: 0.59] [added: 1.11] | | | | | $ | [removed: 0.48] [added: 0.59] | | | | | $ | [removed: 0.27] [added: 0.48] | |

| Discontinued operations | | | $ | — | | | | | $ | [removed: 0.11] [added: —] | | | | | $ | [removed: 0.76] [added: 0.11] | |

| [removed: Average] [added: Average] Shares Outstanding [removed: ([J](#i81bf107280284fb885e391ddad2efb62_133)):] [added: ([J](#if3802e1833754091b96521dc20d1a1fa_124)):] | | | | | | | | | | | | | | | | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| Sales ([D](#if3802e1833754091b96521dc20d1a1fa_103)) | | | $ | 5,663 | | | | | $ | 4,972 | | | | | $ | 5,259 | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

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

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| Inventories ([N](#if3802e1833754091b96521dc20d1a1fa_139)) | | | 1,609 | | | | | | 1,402 | | |

| Goodwill ([A](#if3802e1833754091b96521dc20d1a1fa_94) and [P](#if3802e1833754091b96521dc20d1a1fa_145)) | | | 4,013 | | | | | | 4,067 | | |

| Intangibles, net ([P](#if3802e1833754091b96521dc20d1a1fa_145)) | | | 521 | | | | | | 549 | | |

| Short-term debt ([R](#if3802e1833754091b96521dc20d1a1fa_151) and [S](#if3802e1833754091b96521dc20d1a1fa_157)) | | | — | | | | | | 5 | | |

| Preferred stock ([J](#if3802e1833754091b96521dc20d1a1fa_124)) | | | 55 | | | | | | 55 | | |

| Common stock ([J](#if3802e1833754091b96521dc20d1a1fa_124)) | | | 412 | | | | | | 422 | | |

| Additional capital ([J](#if3802e1833754091b96521dc20d1a1fa_124)) | | | 3,947 | | | | | | 4,291 | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| Net income | | | $ | 469 | | | | | $ | 258 | | | | | $ | 261 | |

| Net realized and unrealized losses | | | 18 | | | | | | 9 | | | | | | 8 | | |

| Additions to debt ([R](#if3802e1833754091b96521dc20d1a1fa_151)) | | | — | | | | | | 700 | | | | | | 2,400 | | |

| Repurchases and payments on debt ([R](#if3802e1833754091b96521dc20d1a1fa_151)) | | | (69) | | | | | | (1,538) | | | | | | (2,043) | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| Balance at December 31, 2022 | | | $ | 55 | | | | | $ | 412 | | $ | 3,947 | | $ | 1,028 | | | | | $ | (1,841) | | $ | — | | $ | 3,601 | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

The Company derived approximately 46%, 41%, and 49% of its revenue from products sold to the commercial aerospace market for the years ended December 31, 2022, 2021, and 2020, respectively, which is substantially less than the pre-pandemic 2019 annual rate of approximately 60%.

Due to the global COVID-19 pandemic and its impact on the commercial aerospace industry to date, there has been a decrease in domestic and international air travel, which in turn has adversely affected demand for narrow-body and wide-body aircraft.

Although domestic air travel now approximates pre-pandemic levels, China domestic air travel is still below pre-pandemic 2019 levels on an average monthly basis in 2022.

International travel also continues to be lower than pre-pandemic 2019 levels.

We expect commercial aerospace growth to continue with narrow-body demand returning faster than wide-body demand.

The commercial wide-body aircraft market is taking longer to recover, which is creating a shift in our product mix compared to pre-pandemic conditions.

In addition to the impact from the pandemic, the timing and level of future aircraft builds by original equipment manufacturers are subject to changes and uncertainties, such as declines in Boeing 787 production rates due to delays in its recertification, which may cause our future results to differ from prior periods due to changes in product mix in certain segments.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

If management concludes it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount, we will proceed directly to the quantitative impairment test.

Howmet will periodically refresh a reporting unit’s fair value measurement and is based upon a number of factors, including how much fair value exceeded carrying value in the most recent quantitative assessment and the reporting unit’s recent performance.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

In September 2022, the FASB issued guidance to enhance the transparency of disclosures regarding supplier finance programs.

These changes become effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| | | | | | |

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

*Change in Accounting Principle*

As discussed in Note B to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

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.

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

| Net change in unrealized gains on debt securities | | | — | | | | | | — | | | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other receivables ([M](#i81bf107280284fb885e391ddad2efb62_145)) | | | 53 | | | | | | 29 | | |

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

| Goodwill ([A](#i81bf107280284fb885e391ddad2efb62_94) and [P](#i81bf107280284fb885e391ddad2efb62_154)) | | | 4,067 | | | | | | 4,102 | | |

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

| Short-term debt ([R](#i81bf107280284fb885e391ddad2efb62_166) and [S](#i81bf107280284fb885e391ddad2efb62_172)) | | | 5 | | | | | | 376 | | |

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

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

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

| Total Howmet Aerospace Inc. shareholders’ equity | | | 3,508 | | | | | | 3,577 | | |

| Noncontrolling interests | | | — | | | | | | — | | |

| Net loss from investing activities—asset sales | | | 9 | | | | | | 8 | | | | | | 7 | | |

| Additions to debt (original maturities greater than three months) ([R](#i81bf107280284fb885e391ddad2efb62_166)) | | | 700 | | | | | | 2,400 | | | | | | 400 | | |

| Payments on debt (original maturities greater than three months) ([R](#i81bf107280284fb885e391ddad2efb62_166)) | | | (1,538) | | | | | | (2,043) | | | | | | (806) | | |

| Sales of investments | | | 6 | | | | | | — | | | | | | 73 | | |

| Balance at December 31, 2018 | | | $ | 55 | | | | | $ | 483 | | $ | 8,319 | | $ | (374) | | | | | $ | (2,926) | | $ | 12 | | $ | 5,569 | |

| Adoption of accounting standard ([B](#i81bf107280284fb885e391ddad2efb62_100)) | | | — | | | | | | — | | | — | | | 75 | | | | | | (2) | | | — | | | 73 | | |

As a result of the global COVID-19 pandemic and its impact on the aerospace industry to date, the possibility exists that there could be a sustained impact to our operations and financial results.

Since the start of the pandemic, certain original equipment manufacturer (“OEM”) customers have reduced production or suspended manufacturing operations in North America and Europe on a temporary basis.

While the pandemic resulted in the temporary closure of a small number of the Company's manufacturing facilities during 2020, all of our manufacturing facilities are currently operating.

Since the duration of the pandemic is uncertain, management has taken a series of actions to address the financial impact, including fixed and variable cost reductions, such as headcount reductions in certain segments, and reducing the level of capital expenditures to preserve cash and maintain liquidity.

In reviewing goodwill for impairment, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount.

If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the quantitative impairment test (described below), otherwise no further analysis is required.

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

An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the quantitative impairment test.

shipment.

In February 2016, the FASB issued changes to the accounting and presentation of leases.

These changes required lessees to recognize a right-of-use asset and lease liability on the balance sheet, initially measured at the present value of lease payments for all operating leases with a term greater than 12 months.

These changes became effective for the Company on January 1, 2019 and have been applied using the modified retrospective approach as of the date of adoption, under which leases existing at, or entered into after, January 1, 2019 were required to be recognized and measured.

Prior period amounts have not been adjusted and continue to be reflected in accordance with the Company’s historical accounting.

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification.

The Company also elected to separate lease components from non-lease components for all classes of assets.

The adoption of this new lease standard resulted in the Company recording operating lease right-of-use assets and lease liabilities of approximately $320 on the Consolidated Balance Sheet as of January 1, 2019.

Management’s Report on Internal Control over Financial Reporting is included in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] of this Form 10-K beginning on page [removed: [38](#i81bf107280284fb885e391ddad2efb62_70).][added: [36](#if3802e1833754091b96521dc20d1a1fa_70).]

The effectiveness of Howmet’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in [Part II, Item [removed: 8](#i81bf107280284fb885e391ddad2efb62_67)] [added: 8](#if3802e1833754091b96521dc20d1a1fa_67)] of this Form 10-K on page [removed: [39](#i81bf107280284fb885e391ddad2efb62_73).][added: [37](#if3802e1833754091b96521dc20d1a1fa_73).]

There have been no changes in internal control over financial reporting during the fourth quarter of [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s Code of Ethics for the CEO, CFO and Other Financial Professionals is publicly available on the Company’s Internet website at www.howmet.com under the section “Investors—Corporate Governance—Governance and Policies.” The remaining information required by Item 406 of Regulation S-K is contained under the captions “Corporate Governance” and “Corporate [removed: Governance—Business] [added: Governance—Code of] Conduct [removed: Policies] and Code of Ethics” of the Proxy Statement and is incorporated by reference.

Such information is incorporated by reference, except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

Such information is incorporated by reference.

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: 2021.][added: 2022:]

| Plan Category | | | [added: | | |] Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | [added: | | |] Weighted-average exercise price of outstanding options, warrants and rights | | | [added: | | |] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders] | | | [removed: 9,636,103(1)] | | | [removed: $] [added: —] | [removed: 23.64] | | [removed: 24,113,585(2)] | | | [added: — | | | | | | — | | |]

| Equity compensation plans [removed: not] approved by security [removed: holders] [added: holders(1)] | | | [removed: —] | | | [removed: —] [added: 7,411,252(1)] | | | [removed: —] | | | [added: $ | 23.86 | | | | | 23,432,811(2) | | |]

(1) Includes the 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated (approved by shareholders in May 2019, May 2018, May 2016 and May 2013) (the “2013 Plan”) and [added: the] 2009 Alcoa Stock Incentive Plan (approved by shareholders in May 2009).

- [removed: 4,825,997] [added: 3,527,349] restricted share units

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

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

| | | | | | | (a) | | | | | | (b) | | | | | | (c) | | |

| Total | | | | | | 7,411,252 | | | | | | $ | 23.86 | | | | | 23,432,811 | | |

- 936,242 stock options

- 2,947,661 performance share awards (191,217 granted in 2022 at target)

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

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

| | | | (a) | | | (b) | | | (c) | | |

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

Also includes 877 stock options resulting from the merger conversion of RTI Metals employee equity.

- 1,754,902 stock options

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

The information required by Item 9(e) of Schedule 14A is contained under the captions “Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm—Report of the Audit Committee” and “Item 2 Ratification of Appointment of Independent Registered Public Accounting [removed: Firm— Audit] [added: Firm—Audit] and Non-Audit Fees” of the Proxy Statement and in its Attachment A (Pre-Approval Policies and Procedures for Audit and Non-Audit Services) thereto and is incorporated by reference.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting Firm are on pages [removed: 39] [added: 37] through [removed: 88] [added: 81] of this report.

| [removed: [2(d)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2d1.htm)] [added: [2(d)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2d1.htm)] | | | | | | First Amendment, effective as of November 1, 2016, to the Patent, Know-How and Trade Secret License Agreement by and between Alcoa USA Corp. and Arconic [removed: Inc.] [added: Inc., incorporated by reference to Exhibit 2(d)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.] | | |

| [removed: [2(d)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2d2.htm)] [added: [2(d)(2)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2d2.htm)] | | | | | | Second Amendment, effective as of [removed: November 1, 2016,] [added: October 18, 2021,] to the Patent, Know-How and Trade Secret License Agreement by and between Alcoa USA Corp. and Arconic [removed: Inc.] [added: Inc., incorporated by reference to Exhibit 2(d)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.] | | |

| [removed: [2(h)](http://www.sec.gov/Archives/edgar/data/4281/000119312516760363/d265925dex210.htm)] [added: [2(g)](http://www.sec.gov/Archives/edgar/data/4281/000114420418000704/tv482506_ex2-1.htm)] | | | | | | [removed: Massena Lease] [added: Agreement] and [removed: Operations Agreement, dated as] [added: Plan] of [added: Merger, dated] October [removed: 31, 2016,] [added: 12, 2017,] by and between Arconic [removed: Inc.] [added: Inc., a Pennsylvania corporation,] and [removed: Alcoa Corporation,] [added: Arconic Inc., a Delaware corporation,] incorporated by reference to Exhibit [removed: 2.10] [added: 2.1] to the Company’s Current Report on Form 8-K dated [removed: November] [added: January] 4, [removed: 2016.] [added: 2018.] | | |

| [removed: [2(i)](http://www.sec.gov/Archives/edgar/data/4281/000114420418000704/tv482506_ex2-1.htm)] [added: [2(h)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-1.htm)] | | | | | | [removed: Agreement] [added: Separation] and [removed: Plan of Merger,] [added: Distribution Agreement,] dated [removed: October 12, 2017,] [added: as of March 31, 2020,] by and between Arconic [removed: Inc., a Pennsylvania corporation,] [added: Inc.] and Arconic [removed: Inc., a Delaware corporation,] [added: Rolled Products Corporation,] incorporated by reference to Exhibit 2.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K [removed: dated January 4, 2018.] [added: filed on April 6, 2020.] | | |

| [removed: [2(j)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-1.htm)] [added: [2(i)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-2.htm)] | | | | | | [removed: Separation and Distribution] [added: Tax Matters] Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to Exhibit [removed: 2.1] [added: 2.2] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(k)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-2.htm)] [added: [2(j)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-3.htm)] | | | | | | [removed: Tax] [added: Employee] Matters Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to Exhibit [removed: 2.2] [added: 2.3] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(l)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-3.htm)] [added: [2(](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-6.htm)[m](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-6.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-6.htm)] | | | | | | [removed: Employee Matters] [added: Trademark License] Agreement, dated as of March 31, 2020, by and between Arconic [removed: Inc. and Arconic] Rolled Products [removed: Corporation,] [added: Corporation and Arconic Inc.,] incorporated by reference to Exhibit [removed: 2.3] [added: 2.6] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(l)(1)](http://www.sec.gov/Archives/edgar/data/4281/000110465920045669/tm2015677d1_ex2-1.htm)] [added: [2(j)(1)](http://www.sec.gov/Archives/edgar/data/4281/000110465920045669/tm2015677d1_ex2-1.htm)] | | | | | | First Amendment to Employee Matters Agreement, dated as of April 10, 2020, by and between Howmet Aerospace Inc. and Arconic Corporation, incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 13, 2020. | | |

| [removed: [2(m)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-4.htm)] [added: [2(k)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-4.htm)] | | | | | | Patent, Know-How, and Trade Secret License Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products Corporation, incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(m)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2m1.htm)] [added: [2(k)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit2m1.htm)] | | | | | | Amendment No. 1, effective as of August 25, 2020, to Patent, Know-How, and Trade Secret License Agreement, dated as of March 31, 2020, by and between Arconic Inc. and Arconic Rolled Products [removed: Corporation.] [added: Corporation, incorporated by reference to Exhibit 2(m)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.] | | |

| [removed: [2(n)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-5.htm)] [added: [2(l)](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 Inc., incorporated by reference to Exhibit 2.5 to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(o)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-6.htm)] [added: [2(n)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-7.htm)] | | | | | | Trademark License Agreement, dated as of March 31, 2020, by and between Arconic [removed: Rolled Products Corporation] [added: Inc.] and Arconic [removed: Inc.,] [added: Rolled Products Corporation,] incorporated by reference to Exhibit [removed: 2.6] [added: 2.7] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(p)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-7.htm)] [added: [2(](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-8.htm)[o](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-8.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-8.htm)] | | | | | | [removed: Trademark License Agreement,] [added: Master Agreement for Product Supply,] dated as of March 31, 2020, by and between Arconic [removed: Inc.] [added: Massena LLC, Arconic Lafayette LLC, Arconic Davenport LLC] and Arconic [removed: Rolled Products Corporation,] [added: Inc.,] incorporated by reference to Exhibit [removed: 2.7] [added: 2.8] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(q)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-8.htm)] [added: [2(](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-9.htm)[p](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-9.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-9.htm)] | | | | | | [removed: Master Agreement for Product Supply, dated] [added: Second Supplemental Tax and Project Certificate and Agreement, effective] as of [removed: March 31,] [added: April 1,] 2020, by and [removed: between Arconic Massena LLC,] [added: among] Arconic [removed: Lafayette LLC,] [added: Inc.,] Arconic Davenport LLC and Arconic [removed: Inc.,] [added: Rolled Products Corporation,] incorporated by reference to Exhibit [removed: 2.8] [added: 2.9] to the Company's Current Report on Form 8-K filed on April 6, 2020. | | |

| [removed: [2(r)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-9.htm)] [added: [10(ff)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-2.htm)] | | | | | | [removed: Second Supplemental Tax and Project Certificate] [added: Letter Agreement between Arconic Inc.] and [removed: Agreement,] [added: Tolga Oal,] dated as of [removed: March 31,] [added: February 24,] 2020, [removed: by and among Arconic Inc., Arconic Davenport LLC and Arconic Rolled Products Corporation,] incorporated by reference to Exhibit [removed: 2.9] [added: 10.2] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K [removed: filed on April 6,] [added: dated February 25,] 2020. | | |

| [removed: [2(s)](http://www.sec.gov/Archives/edgar/data/4281/000110465920043824/tm2015094d1_ex2-10.htm)] [added: [10(w)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)] | | | | | | [removed: Lease and Property Management] [added: Letter] Agreement, [removed: dated as of March 31, 2020,] by and between Arconic Inc. and [removed: Arconic Massena LLC,] [added: Michael N. Chanatry, dated as of March 20, 2018,] incorporated by reference to Exhibit [removed: 2.10] [added: 10(w)] to the [removed: Company's Current] [added: Company’s Annual] Report on Form [removed: 8-K filed on April 6, 2020.] [added: 10-K for the year ended December 31, 2021.] | | |

| [removed: [2(t)](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex2t-kofemmetalsupplyagree.htm)] [added: [2(](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex2t-kofemmetalsupplyagree.htm)[r](http://www.sec.gov/Archives/edgar/data/4281/000000428121000049/ex2t-kofemmetalsupplyagree.htm)[)](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, 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: [10(g)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g.htm)] [added: [10(g)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g.htm)] | | | | | | Howmet Aerospace Hourly Retirement Savings Plan, as Amended and Restated, effective January 1, [added: 2021, incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K for the year ended December 31,] 2021. | | |

| [removed: [10(g)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g1.htm)] [added: [10(g)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g1.htm)] | | | | | | First Amendment, effective January 1, 2022, to the Howmet Aerospace Hourly Retirement Savings Plan, as Amended and [removed: Restated.] [added: Restated, incorporated by reference to Exhibit 10(g)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.] | | |

| [removed: [10(g)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g2.htm)] [added: [10(g)(2)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g2.htm)] | | | | | | Howmet Aerospace Salaried Retirement Savings Plan, as Amended and Restated effective January 1, [added: 2021, incorporated by reference to Exhibit 10(g)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31,] 2021. | | |

| [removed: [10(k)](http://www.sec.gov/Archives/edgar/data/4281/000000428120000109/ex1031q20.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)[tt](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)] | | | | | | [removed: Non-Employee Director Compensation Policy,] [added: Global Stock Option Award Agreement,] effective [removed: April 1,] [added: September 30,] 2020, incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31,] [added: September 30,] 2020. | | |

| [10(y)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm) | | | | | | Letter Agreement, by and between Arconic Inc. and John C. Plant, dated as of February [removed: 6,] [added: 13,] 2019, incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | | |

| [removed: [10(dd)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10c_1q19.htm)] [added: [10(ee)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10c_1q19.htm)] | | | | | | Letter Agreement, by and between Arconic Inc. and Neil E. Marchuk, dated as of February 13, 2019, incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | | |

| [removed: [10(ee)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-2.htm)] [added: [10(dd)](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)] | | | | | | Letter [removed: Agreement] [added: Agreement, by and] between [removed: Arconic] [added: Howmet Aerospace] Inc. and [removed: Tolga Oal,] [added: John C. Plant,] dated as of [removed: February 24, 2020,] [added: December 2, 2022,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K [removed: dated February 25, 2020.] [added: filed on December 8, 2022.] | | |

| [removed: [10(ff)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10bb.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10vv.htm)[mm](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10vv.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10vv.htm)] | | | | | | [added: Terms and Conditions for Restricted Share Units for Annual Director Awards under the 2013] Howmet Aerospace [removed: Global Pension Plan (formerly known as the Arconic Global Pension Plan), as amended and restated] [added: Stock Incentive Plan,] effective [removed: August 1,] [added: November 30,] 2016, incorporated by reference to Exhibit [removed: 10(bb)] [added: 10(vv)] to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. | | |

| [removed: [10(ii)](http://www.sec.gov/Archives/edgar/data/4281/000119312511193718/dex10c.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312516664835/d209057dex10d.htm)[jj](http://www.sec.gov/Archives/edgar/data/4281/000119312516664835/d209057dex10d.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312516664835/d209057dex10d.htm)] | | | | | | Terms and Conditions for Stock [removed: Options,] [added: Option Awards under the 2013 Howmet Aerospace Stock Incentive Plan,] effective [removed: January 1, 2011,] [added: July 22, 2016,] incorporated by reference to Exhibit [removed: 10(c)] [added: 10(d)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2011.] [added: 2016.] | | |

| [removed: [10(jj)](http://www.sec.gov/Archives/edgar/data/4281/000119312513206551/d533288dex10b.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312513206551/d533288dex10b.htm)[ii](http://www.sec.gov/Archives/edgar/data/4281/000119312513206551/d533288dex10b.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312513206551/d533288dex10b.htm)] | | | | | | Terms and Conditions for Stock Option Awards, effective May 3, 2013, incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K dated May 8, 2013. | | |

| [removed: [10(kk)](http://www.sec.gov/Archives/edgar/data/4281/000119312516664835/d209057dex10d.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10ww.htm)[oo](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10ww.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10ww.htm)] | | | | | | Terms and Conditions for [removed: Stock Option] [added: Deferred Fee Restricted Share Units for Director] Awards under the 2013 Howmet Aerospace Stock Incentive Plan, effective [removed: July 22,] [added: November 30,] 2016, incorporated by reference to Exhibit [removed: 10(d)] [added: 10(ww)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2016. | | |

| [removed: [10(ll)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10uu_2017.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10uu_2017.htm)[kk](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10uu_2017.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10uu_2017.htm)] | | | | | | Global Stock Option Award Agreement, effective January 19, 2018, incorporated by reference to Exhibit 10(uu) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(mm)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10f_2q18.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10f_2q18.htm)[ll](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10f_2q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10f_2q18.htm)] | | | | | | Form of Stock Option Award Agreement, incorporated by reference to Exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. | | |

| [removed: [10(nn)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10vv.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)[nn](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)] | | | | | | Terms and Conditions for Restricted Share Units for Annual Director Awards under the 2013 Howmet Aerospace Stock Incentive Plan, [added: as Amended and Restated,] effective [removed: November 30, 2016,] [added: December 5, 2017,] incorporated by reference to Exhibit [removed: 10(vv)] [added: 10(a)] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2016.] [added: 2018.] | | |

| [removed: [10(oo)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10fff_2017.htm)[qq](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10fff_2017.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10fff_2017.htm)] | | | | | | Terms and Conditions for Restricted Share Units [removed: for Annual Director Awards] [added: issued on or after January 19, 2018,] under the 2013 Howmet Aerospace Stock Incentive Plan, [removed: as Amended and Restated,] effective [removed: December 5, 2017,] [added: January 19, 2018,] incorporated by reference to Exhibit [removed: 10(a)] [added: 10(fff)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2018.] [added: 2017.] | | |

| [removed: [10(pp)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10ww.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)[vv](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)] | | | | | | Terms and Conditions for [removed: Deferred Fee] Restricted Share [removed: Units for Director Awards under the 2013 Howmet Aerospace Stock Incentive Plan,] [added: Units,] effective [removed: November] [added: September] 30, [removed: 2016,] [added: 2020,] incorporated by reference to Exhibit [removed: 10(ww)] [added: 10.7] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2016.] [added: September 30, 2020.] | | |

| [removed: [10(qq)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10eee_2017.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10eee_2017.htm)[pp](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10eee_2017.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10eee_2017.htm)] | | | | | | Global Restricted Share Unit Award Agreement, effective January 19, 2018, incorporated by reference to Exhibit 10(eee) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(ss)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10g_2q18.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10g_2q18.htm)[rr](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10g_2q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10g_2q18.htm)] | | | | | | Form of Restricted Share Unit Award Agreement, incorporated by reference to Exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. | | |

| [removed: [10(tt)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10f_1q19.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex102_2q21.htm)[yy](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex102_2q21.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex102_2q21.htm)] | | | | | | Restricted Share Unit Award Agreement - [removed: Executive Vice President, Human Resources (Neil E. Marchuk)] Annual Equity [removed: Award,] [added: Award for Lola Lin,] effective [removed: March] [added: July] 15, [removed: 2019,] [added: 2021] incorporated by reference to Exhibit [removed: 10(f)] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019.] [added: June 30, 2021.] | | |

| [removed: [10(uu)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10g_1q19.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex104globalrestricteds.htm)[ss](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex104globalrestricteds.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex104globalrestricteds.htm)] | | | | | | [added: Global] Restricted Share Unit Award [removed: Agreement - Executive Vice President, Human Resources (Neil E. Marchuk) Sign-on Equity Award,] [added: Agreement,] effective [removed: March 15, 2019,] [added: September 30, 2020,] incorporated by reference to Exhibit [removed: 10(g)] [added: 10.4] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019.] [added: September 30, 2020.] | | |

| [removed: [10(vv)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex104globalrestricteds.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)[uu](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)] | | | | | | Global [removed: Restricted Share Unit] [added: Special Retention] Award Agreement, effective September 30, 2020, incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

| [removed: [10(ww)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex104_2q21.htm)[ww](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex104_2q21.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex104_2q21.htm)] | | | | | | [removed: Global Stock Option Award] [added: Form of Confidentiality, Non-Competition, and Non-Solicitation] Agreement, [removed: effective September 30, 2020,] incorporated by reference to Exhibit [removed: 10.5] [added: 10.4] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2020.] [added: 2021.] | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| [2(](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit2q.htm)[q](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit2q.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit2q.htm) | | | | | | Third Supplemental Tax and Project Certificate and Agreement, effective as of January 1, 2023, by and among Howmet Aerospace Inc., Arconic US LLC and Arconic Corporation. | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| [10(a)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit10a1.htm) | | | | | | Amendment No. 1, dated as of February 13, 2023, to Amended and Restated Five-Year Revolving Credit Agreement, dated as of September 28, 2021, among Howmet Aerospace Inc., the lenders and issuers named therein, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| [10(k)](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit10k.htm) | | | | | | Non-Employee Director Compensation Policy, effective January 1, 2023. | | |

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)

| | | | | | | | | |

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

| 2(g) | | | | | | \[Reserved\] | | |

| [10(g)(3)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g3.htm) | | | | | | Howmet Aerospace Niles Bargaining Retirement Savings Plan, as Amended and Restated, effective January 1, 2021. | | |

| [10(w)](https://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm) | | | | | | Letter Agreement, by and between Arconic Inc. and Michael N. Chanatry, dated as of March 20, 2018. | | |

| [10(rr)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10fff_2017.htm) | | | | | | Terms and Conditions for Restricted Share Units issued on or after January 19, 2018, under the 2013 Howmet Aerospace Stock Incentive Plan, effective January 19, 2018, incorporated by reference to Exhibit 10(fff) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [10(xx)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm) | | | | | | Global Special Retention Award Agreement, effective September 30, 2020, incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

| [10(yy)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm) | | | | | | Terms and Conditions for Restricted Share Units, effective September 30, 2020, incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

| [10(aaa)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex101_2q21.htm) | | | | | | Letter Agreement, by and between Howmet Aerospace Inc. and Lola Lin, dated as of May 5, 2021, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2021. | | |

| [10(bbb)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex102_2q21.htm) | | | | | | Restricted Share Unit Award Agreement - Annual Equity Award for Lola Lin, effective July 15, 2021 incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2021. | | |

| [10(ccc)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex103_2q21.htm) | | | | | | Restricted Share Unit Award Agreement - Sign-On Equity Award for Lola Lin, effective July 15, 2021 incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended June 30, 2021 | | |

| February 14, [removed: 2022] [added: 2023] | | | By | | | /s/ Barbara L. Shultz | | |

| /s/ John C. Plant | | | | | | February 14, [removed: 2022] [added: 2023] | | |

| /s/ Ken Giacobbe | | | | | | February 14, [removed: 2022] [added: 2023] | | |

Schmidt, each as a Director, on February 14, [removed: 2022,] [added: 2023,] by Barbara L.

[Table](#if3802e1833754091b96521dc20d1a1fa_7) [of Contents](#if3802e1833754091b96521dc20d1a1fa_7)