Howmet Aerospace (HWM) 10-K risk factor changes: FY2023 vs FY2022

In [removed: addition,] [added: particular,] 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.

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

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

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

Interruptions in production capability could increase Howmet’s costs and reduce its sales, including causing the Company to [added: incur costs for premium freight, make substantial capital expenditures, or purchase alternative material at higher costs to fulfill customer orders.]

For certain raw materials and services, we depend on a number of limited source or sole source [removed: suppliers.][added: suppliers, such as for titanium sponge and specialized metal alloys.]

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

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

[removed: 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 revenue.

[added: 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: decreases in production rates due to regulatory investigations or otherwise,] supply chain constraints or other difficulties in their businesses.

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

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyberattacks pose a risk to the security of our [removed: and our customers’, suppliers’ and third-party service providers’ products,] systems and networks, and the confidentiality, availability and integrity of our [removed: data.][added: data, as well as those of our customers, suppliers and other counterparties.]

While the Company continually works to safeguard its systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent [removed: cyberattacks or security breaches] [added: cybersecurity incidents] that manipulate or improperly use the Company’s systems or networks, compromise 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](#if3802e1833754091b96521dc20d1a1fa_13)] [added: 1](#i1fc36697b7d24754bed7d34b61b3193e_13)] (Business) of this report, the markets for Howmet’s products are highly competitive.

The willingness of customers to accept [removed: alternate] [added: alternative] solutions for the products sold by Howmet, pricing 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 exert leverage in negotiating prices and other terms of sale, or may lead to [removed: reduced demand for Howmet’s products if a combined entity replaces Howmet with a Howmet competitor with which it had prior relationships.]

For information on our credit ratings, see “Liquidity and Capital Resources” in [Part II, Item [removed: 7](#if3802e1833754091b96521dc20d1a1fa_43)] [added: 7](#i1fc36697b7d24754bed7d34b61b3193e_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations).

For a discussion regarding how Howmet’s financial statements can be affected by pension and other postretirement benefits accounting policies, see “Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits” in [Part II, Item [removed: 7](#if3802e1833754091b96521dc20d1a1fa_43)] [added: 7](#i1fc36697b7d24754bed7d34b61b3193e_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [Note [removed: H](#if3802e1833754091b96521dc20d1a1fa_115)] [added: G](#i1fc36697b7d24754bed7d34b61b3193e_115)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67).][added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67).]

For additional information regarding the legal proceedings involving the Company, see [Note [removed: V](#if3802e1833754091b96521dc20d1a1fa_166)] [added: U](#i1fc36697b7d24754bed7d34b61b3193e_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67).][added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67).]

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

Changes in applicable domestic or foreign tax laws and regulations, [added: including enactment of the Organization for Economic Cooperation and Development’s Pillar 2 framework,] or their interpretation and application, including the possibility of retroactive effect, could affect the Company’s tax expense and profitability.

Howmet’s tax expense includes estimates of additional tax that may be incurred for [removed: tax exposures and reflects various estimates and assumptions.]

A significant portion of Howmet’s employees are represented by labor unions in [removed: several] [added: the United States and other] countries under various collective bargaining agreements, each with varying durations and expiration dates.

For more information, see “Employees” in [Part I, [removed: Item](#if3802e1833754091b96521dc20d1a1fa_13) [1](#if3802e1833754091b96521dc20d1a1fa_13)] [added: Item 1](#i1fc36697b7d24754bed7d34b61b3193e_13)] (Business) of this report.

Howmet may not be able to negotiate successor collective bargaining agreements upon [removed: expiration, in the United States and other countries,] [added: expiration] without a risk of labor disputes, including strikes or work [removed: stoppages.][added: stoppages, or we may be unable to renegotiate such contracts on favorable terms.]

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 [removed: Corporation agreed to indemnify us for certain liabilities, and we agreed to indemnify those parties for certain liabilities.]

Changes and uncertainties in the timing and level of future aircraft production by OEMs may cause our future results to differ from prior periods due to changes in the Company’s product mix.

The defense aerospace cycle is highly dependent on U.S. and foreign government funding.

For example, as the Russia-Ukraine conflict continues, global titanium prices may continue to fluctuate or increase.

Our customers’ failure to return titanium revert (reusable scrap) to Howmet can result in an increase of the amount of titanium purchased at inflated costs.

Manufacturing problems arising from equipment failure or malfunction, inadvertent failure to follow regulatory or customer specifications and procedures, including those related to quality or safety, and problems with raw materials could have

Howmet’s failure to successfully renew,

reduced demand for Howmet’s products if a combined entity replaces Howmet with a Howmet competitor with which it had prior relationships.

tax exposures and reflects various estimates and assumptions.

Labor organizations may attempt to organize groups of additional employees from time to time, and potential changes in labor laws could make it easier for them to do so.

If we experience any extended interruption of operations at any of our facilities as a result of labor disputes, strikes or other work stoppages, our business, financial condition or results of operations could be adversely affected.

Corporation agreed to indemnify us for certain liabilities, and we agreed to indemnify those parties for certain liabilities.

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

incur costs for premium freight, make substantial capital expenditures, or purchase alternative material at higher costs to fulfill customer orders.

Howmet’s

For example, our sales were negatively affected by Boeing’s pause in deliveries of its 787 aircraft from May 2021 through 2022 as a result of Boeing’s significantly reduced 787 production rates.

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

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 uncertain.

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.

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 travel limitations.

For instance, the decrease in domestic and international air travel due to the pandemic 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, several of our commercial aerospace and transportation customers have encountered, and may continue to encounter, challenges in their ability to increase production rates to meet demand due to labor and supply chain constraints stemming from the pandemic.

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,

loss of customers, costs of supplies, supply chain disruptions, manufacturing difficulties and disruptions, investment returns, our credit profile, our credit ratings, and interest rates.

Any such labor disputes or work stoppages (or potential work stoppages) could have a material adverse effect on Howmet’s business, financial condition or results of operations.

Each of these risks could negatively affect our business, results of operations and financial condition.

The Arconic Inc. Separation Transaction could result in substantial tax liability.

It was a condition to the distribution of all outstanding shares of Arconic Corporation common stock to the Company’s stockholders (the “Distribution of Arconic”), which effected the Arconic Inc. Separation Transaction, that we receive an opinion of our outside counsel regarding the qualification of the distribution as a “reorganization” within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”).

This condition was satisfied prior to the Distribution of Arconic.

However, if any of the facts, representations, or undertakings of the opinion is, or becomes, inaccurate or incomplete, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized.

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

Additionally, the opinion of counsel is not binding on the IRS or any court and the IRS or a court may disagree with the conclusions in the opinion of counsel.

In the event the IRS were to prevail with such challenge, we, our stockholders and Arconic Corporation could be subject to significant U.S. federal income tax liability.

In addition, even if the Distribution of Arconic, together with certain related transactions, otherwise qualifies for tax-free treatment under current U.S. federal income tax law, the Distribution of Arconic may nevertheless be rendered taxable to us as a result of certain post-distribution transactions, including certain acquisitions of shares or assets of ours or Arconic Corporation.

Under the tax matters agreement we entered into with Arconic Corporation in connection with the Arconic Inc. Separation Transaction, Arconic Corporation may be required to indemnify us for any taxes resulting from the separation due to certain actions, including Arconic Corporation’s representations, covenants or undertakings contained in the separation agreement and certain other agreements, including the opinion of counsel, being incorrect or violated.

However, Arconic Corporation may not be able to fully satisfy its indemnification obligations.

In addition, we may incur other tax costs in connection with the Arconic Inc. Separation Transaction, including non-U.S. tax costs resulting from transactions in non-U.S. jurisdictions, which may be material.

The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] (Financial Statements and Supplementary Data) of this Form 10-K.

Based upon the country where the point of shipment occurred, North America and Europe generated [removed: 71%] [added: 70%] and [removed: 22%,] [added: 23%,] respectively, of Howmet’s sales in [removed: 2022.][added: 2023.]

Management Review of [removed: 2022] [added: 2023] and Outlook

The Company derived approximately [removed: 46%] [added: 49%] of its revenue from products sold to the commercial aerospace market for the year ended December 31, [removed: 2022] [added: 2023] which is substantially less than the pre-pandemic 2019 annual rate of approximately 60%.

We expect commercial aerospace [removed: growth to continue, with narrow-body] [added: wide body] demand [removed: returning] [added: to grow] faster than [removed: wide-body demand.][added: narrow body demand on a production percentage basis.]

[removed: In addition to the impact from the pandemic, the] [added: The] timing and level of future aircraft builds by OEMs are subject to changes and uncertainties, [removed: 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 [removed: 2022,] [added: 2023,] Sales increased [removed: 14%] [added: 17%] over [removed: 2021] [added: 2022] primarily as a result of higher sales [removed: in] [added: from] the commercial [removed: aerospace market,] [added: aerospace, defense aerospace, commercial transportation, and industrial and other markets, favorable product pricing of $105, and] an increase in [removed: material] [added: inflationary] cost pass through of [removed: $225, and favorable product pricing of $67, partially offset by lower sales in the defense aerospace market.][added: approximately $90.]

[removed: Price] [added: Product price] increases are in excess of material and inflationary cost pass through to our customers.

Income [removed: from continuing operations] before income taxes increased [removed: 87%] [added: 61%] from [removed: 2021.][added: 2022.]

Management’s focus and the related results enabled Howmet to end [removed: 2022] [added: 2023] with a solid financial position.

The following financial information reflects certain key highlights of Howmet’s [removed: 2022] [added: 2023] results:

- Net income [removed: from continuing operations] of [removed: $469,] [added: $765,] or [removed: $1.11] [added: $1.83] per diluted share;

- Total Segment Adjusted EBITDA(1) of [removed: $1,352,] [added: $1,587,] an increase of [removed: $152,] [added: $235,] or [removed: 13%,] [added: 17%,] from [removed: 2021;][added: 2022;]

- Cash on hand and restricted cash at the end of the year of [removed: $792;][added: $610;]

- Cash provided from operations of [removed: $733;] [added: $901;] cash used for financing activities of [removed: $526;] [added: $868;] and cash used for investing activities of [removed: $135;][added: $215;]

- Purchased approximately [removed: 11] [added: 5] million shares of [removed: Common Stock] [added: the Company’s common stock] under the Share Repurchase [removed: Programs] [added: Program] for approximately [removed: $400;][added: $250;]

- Total debt of [removed: $4,162,] [added: $3,706,] a [added: net] decrease of [removed: $70] [added: $456] from [removed: 2021,] [added: 2022,] reflecting repurchases [added: and partial redemption] of [removed: $69] [added: $876 aggregate principal amount] of the 5.125% Notes due October 2024 (the “5.125% Notes”) [added: and drew $400 in term loans due 2026] during [removed: 2022;] [added: 2023;] and

- The Company’s common stock had a closing price of [removed: $39.41] [added: $54.12] per share [removed: at] [added: as of] December [removed: 30, 2022,] [added: 29, 2023,] an increase of [removed: $26.21] [added: $40.92] per share, or [removed: 199%,] [added: 310%,] since the Arconic Inc. Separation Transaction on April 1, 2020, compared to an increase of [removed: 55%] [added: 93%] for [removed: both] the S&P 500® Index and [added: 91% for the] S&P Aerospace & Defense Select Industry Index over the same period.

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

In [removed: 2023,] [added: 2024,] management projects sales to increase as we expect solid growth in the commercial aerospace market, and the Company’s strong position in that market is expected to continue.

Earnings per share is expected to grow as management continues to focus on [added: revenue growth and] operational performance.

Cash provided from operations is expected to increase for the full year in [removed: 2023] [added: 2024] compared with [removed: 2022,] [added: 2023,] resulting from a continued focus on operating performance and on capital efficiency.

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

[removed: Price] [added: Product price] increases are in excess of [removed: material and] inflationary pass through to our customers.

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

The Company had total COGS [removed: charges] [added: insurance claims reimbursements] of [removed: $59] [added: $19] in [removed: 2022,] [added: 2023, partially] offset by [removed: partial insurance claims reimbursements] [added: charges] of [removed: $23,] [added: $7,] related to fires that occurred in 2019 at a Fastening Systems plant in France (the “France Plant [removed: Fire”), at a Forged Wheels plant in Barberton, Ohio in mid-February 2020 (the “Barberton Plant Fire”),] [added: 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 [removed: $28] [added: $59] in [removed: 2021,] [added: 2022,] offset by partial insurance claims reimbursements of [removed: $32,] [added: $23,] related to [removed: the France] [added: a fire at a Forged Wheels plant in Barberton, Ohio in mid-February 2020 (the “Barberton] Plant [removed: Fire] [added: Fire”)] and the [removed: Barberton] [added: France] Plant Fire.

[removed: 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.

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

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

Restructuring and other charges. Restructuring and other charges were [removed: $56] [added: $23] in [removed: 2022] [added: 2023] compared with [removed: $90] [added: $56] in [removed: 2021] [added: 2022] and [removed: $182] [added: $90] in [removed: 2020.][added: 2021.]

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

[added: Restructuring and other charges in 2023 consisted primarily of a $12 charge for impairment of assets primarily related to decommissioned fixed assets in Engineered Structures, a $5 charge for U.S. and Canadian pension plans’ settlement accounting, a $3 charge for layoff costs, a $3 charge for various other exit related costs primarily for the closures of small manufacturing facilities, and a $2 charge for accelerated depreciation primarily related to the closure of a small Engineered Structures facility in the U.K.] The Company has closed some small manufacturing facilities and may in the future close additional small facilities in order to consolidate operations, reduce fixed costs, and exit less profitable businesses.

See [Note [removed: E](#if3802e1833754091b96521dc20d1a1fa_106)] [added: D](#i1fc36697b7d24754bed7d34b61b3193e_106)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] (Financial Statements and Supplementary Data) of this Form [removed: 10-K.][added: 10-K for additional detail.]

[removed: Interest expense, net.] Interest expense, net was $229 in 2022 compared with $259 in 2021.

On an annual basis, the [removed: partial repayment of the 5.125% Notes] [added: debt reduction and refinancing activities] in [removed: 2022] [added: 2023] will decrease Interest expense, net by approximately [removed: $4.][added: $29.]

[added: Interest expense, net.] Interest expense, net was [removed: $259] [added: $218] in [removed: 2021] [added: 2023] compared with [removed: $317] [added: $229] in [removed: 2020.][added: 2022.]

The decrease of [removed: $58,] [added: $11,] or [removed: 18%,] [added: 5%,] was primarily due to a reduced average level of debt for the year ended December 31, [removed: 2021] [added: 2023] compared to the year ended December 31, [removed: 2020.][added: 2022.]

See [Note [removed: R](#if3802e1833754091b96521dc20d1a1fa_151)] [added: U](#i1fc36697b7d24754bed7d34b61b3193e_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] (Financial Statements and Supplementary Data) of this Form [removed: 10-K.][added: 10-K for further discussion.]

The decrease of $144 was primarily due to [removed: 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.

[removed: Other expense, net.] Other expense, net was $82 in 2022 compared with $19 in 2021.

Aircraft production in the commercial aerospace industry continues to recover based on increases in demand for narrow body and wide body aircraft.

Total Segment Adjusted EBITDA(1) increased 17% from 2022 primarily due to favorable sales in the commercial aerospace, defense aerospace, commercial transportation, and industrial and other markets as well as favorable product pricing.

- Sales of $6,640, an increase of 17% from 2022, driven by higher sales in all markets, especially the commercial aerospace market, which increased 24% from 2022;

- Income before income taxes of $975, an increase of $369, or 61%, from 2022;

Capital expenditures are expected to increase with additional investments in capacity expansions.

Sales. Sales for 2023 were $6,640 compared with $5,663 in 2022, an increase of $977, or 17%.

The increase was primarily due to higher sales in the commercial aerospace, defense aerospace, commercial transportation, and industrial and other markets, favorable product pricing of $105, and an increase in material cost pass through of $90.

Product price increases are in excess of inflationary pass through to our customers.

Cost of goods sold (“COGS”). COGS as a percentage of Sales was 71.9% in 2023 compared with 72.5% in 2022.

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

The Company is negotiating resolution of the insurance claims related to the France Plant Fire and Barberton Cast House Incident.

The Company had total COGS charges of $59 in 2022, offset by partial insurance claims reimbursements of $23, related to the France Plant Fire, Barberton Plant Fire, and 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.

Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $333, or 5.0% of Sales, in 2023 compared with $288, or 5.1% of Sales, in 2022.

The increase in SG&A of $45, or 16%, was primarily due to higher employment costs and legal fees.

Research and development expenses (“R&D”). R&D expenses were $36 in 2023 compared with $32 in 2022.

The increase of $4, or 13%, was primarily due to higher spending on technology projects intending to support the aerospace business.

Provision for depreciation and amortization (“D&A”). The provision for D&A was $272 in 2023 compared with $265 in 2022.

The increase of $7, or 3%, was primarily driven by higher depreciation in the Engine Products segment.

Loss on debt redemption was $2 in both 2023 and 2022.

The decrease in expense of $74 was primarily due to the reversal of $25 of the $65 pre-tax charge taken in the third quarter of 2022 related to the Lehman Brothers International (Europe) (“LBIE”) legal proceeding which was settled in the second quarter of 2023 (See [Note U](#i1fc36697b7d24754bed7d34b61b3193e_166) to the Consolidated Financial Statements in [Part II, Item 8](#i1fc36697b7d24754bed7d34b61b3193e_67)) (Financial Statements and Supplementary Data) and higher interest income of $17, partially offset by the impacts of deferred compensation arrangements of $18, higher non-service related net periodic benefit costs related to pension and other postretirement benefit plans in 2023 of $13, and an increase from net realized and unrealized losses of $4, primarily related to mark-to-market adjustments on exchange-traded fixed income securities and losses on sales of receivables.

The effective tax rate differs from the U.S. federal statutory rate primarily as a result of a $21 charge for a tax reserve established in France, $10 of incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, and $8 of charges related to nondeductible expenses, partially offset by a $14 benefit to release a valuation allowance related to U.S. foreign tax credits, a $9 excess benefit for stock compensation, $7 of benefits related to tax credits, a $2 benefit to release a valuation allowance related to U.S. state tax losses and credits, and a $2 benefit to revalue deferred taxes for changes to apportioned U.S. state tax rates.

On October 8, 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two model rules introducing a 15% global minimum tax under the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting.

Jurisdictions where the Company operates have started to enact Pillar Two legislation effective January 1, 2024, and other jurisdictions are expected to enact legislation prospectively.

The Company has assessed both enacted and proposed Pillar Two legislation and, at this time, does not expect a material impact to its corporate tax liability or effective tax rate.

Net income. Net income was $765, or $1.83 per diluted share, for 2023 compared to $469, or $1.11 per diluted share, in 2022.

The increase in results of $296, or 63%, was primarily due to higher sales in the commercial aerospace market, favorable product pricing of $105, a change of $90 due to the reversal of $25 of the $65 pre-tax charge taken in the third quarter of 2022 related to the LBIE legal proceeding (See [Note U](#i1fc36697b7d24754bed7d34b61b3193e_166) to the Consolidated Financial Statements in [Part II, Item 8](#i1fc36697b7d24754bed7d34b61b3193e_67)), a decrease in Restructuring and other charges of $33, and a decrease in Interest expense, net of $11, partially offset by an increase in the Provision for income taxes primarily driven by an increase in income before income taxes.

Segment Adjusted EBITDA for the Engine Products segment increased $158, or 22%, in 2023 compared with 2022, primarily due to higher volumes in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets.

The segment absorbed approximately 1,030 net headcount since the end of 2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training and operational costs.

On May 15, 2023, Howmet and the United Autoworkers at our Whitehall, Michigan location approved a new five-year collective bargaining agreement, covering approximately 1,400 employees, effective April 1, 2023.

The previous agreement expired on March 31, 2023.

The agreement positions our Whitehall location to offer market competitive wages and benefits and provide additional operational flexibility in support of future revenue increases.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

The business’s

The segment absorbed approximately 435 net headcount since the end of 2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training and operational costs.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Third-party sales for the Engineered Structures segment increased $88, or 11%, in 2023 compared with 2022, primarily due to higher volumes in the commercial aerospace market, including Russian titanium share gains and the emerging wide body recovery, partially offset by lower volumes in the defense aerospace market associated with legacy fighter programs.

The segment absorbed approximately 280 net headcount since the end of 2022 in support of expected revenue increases, resulting in unfavorable near-term recruiting, training and operational costs.

On July 10, 2023, Howmet and the United Steel Workers at our Niles, Ohio location entered into a new four-year collective bargaining agreement, covering approximately 370 employees, effective July 1, 2023.

The previous agreement was to expire on April 20, 2024.

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.

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.

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;

- Income from continuing operations before income taxes of $606, an increase of $282, or 87%, from 2021;

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

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

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

The decrease was primarily due to lower sales in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines and lower sales 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.

The Company anticipates additional charges related to these plant fires of approximately $5 to $10 in 2023.

COGS as a percentage of Sales was 72.3% in 2021 compared with 73.7% in 2020.

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

Additionally, the Company submitted insurance claims related to the France Plant Fire and Barberton Plant Fire and received partial settlements of $32 in 2021 compared to $39 in 2020, which were in excess of the insurance deductibles.

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

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

SG&A expenses were $251, or 5.0% of Sales, in 2021 compared with $277, or 5.3% of Sales, in 2020.

The decrease in SG&A of $26, or 9%, was primarily due to overhead cost reductions in 2021 and costs incurred in 2020 associated with the Arconic Inc. Separation Transaction that did not recur in 2021.

R&D expenses were $17 in both 2021 and 2020.

The provision for D&A was $270 in 2021 compared with $279 in 2020.

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

Restructuring and other charges in 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, and a $5 charge related to the impairment of a cost method investment.

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

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

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

and higher interest income of $4.

The decrease in expense of $55 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, that occurred in 2020 and did not occur in 2021 and lower non-service related net periodic benefit costs related to pension and other postretirement benefit plans in 2021 of $17, which were partially offset by an increase in foreign currency gains of $13.

Non-service related net periodic benefit costs related to defined benefit plans declined approximately 65% from 2020 to 2021.

The effective rate differs from the U.S. federal statutory rate primarily as a result of a $64 benefit related to the release of an income tax reserve following a favorable Spanish tax case decision, a $30 benefit related to the recognition of a previously uncertain U.S. tax position, and a $30 benefit for a U.S. tax law change related to the issuance of final regulations that provide for an exclusion of certain high-taxed foreign earnings from the calculation of GILTI, partially offset by U.S. tax on foreign earnings, $8 of charges related to the remeasurement of deferred tax balances as a result of the Arconic Inc. Separation Transaction, the tax impact of $49 of nondeductible loss related to the reversal of indemnification receivables associated with the favorable Spanish tax case decision, and the tax impact of other nondeductible expenses.

Net income from continuing operations was $258, or $0.59 per diluted share, for 2021 compared to $211, or $0.48 per diluted share, in 2020.

The increase in results of $47, or 22%, was primarily due to cost reductions, a decrease of $92 in Restructuring and other charges, and a decrease of $58 in Interest expense, net, due to lower long-term debt levels, partially offset by lower sales in the commercial aerospace and defense aerospace market, an increase in the Provision for income taxes, and an increase in the Loss on debt redemption of $82.

Net income. Net income was $469 for 2022, all of which was composed of $469 of income from continuing operations, or $1.11 per diluted share.

Net income was $258 for 2021, all of which was composed of $258 of income from continuing operations, or $0.59 per diluted share.

Net income was $261 for 2020, composed of $211 of income from continuing operations and $50 from discontinued operations as a result of the Arconic Inc. Separation Transaction, or $0.48 and $0.11 per diluted share, respectively.

The Company produces aerospace engine parts and components and aerospace fastening systems for 737 MAX airplanes.

From late December 2019 and throughout 2020, Boeing suspended production of 737 MAX airplanes.

While regulatory authorities in the United States and certain other jurisdictions lifted grounding orders beginning in late 2020, our sales remained at lower levels throughout 2021 due to the residual impacts of the 737 MAX grounding.

Sales related to the 737 MAX improved in 2022 year over year, contributing to commercial aerospace growth.

The Company also produces aerospace engine parts and components and aerospace fastening systems for Boeing 787 airplanes.

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

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

In connection with the Arconic Inc. Separation Transaction, Howmet and Arconic Corporation entered into several agreements that govern [removed: the relationship of the parties following the separation.][added: their post-separation relationship.]

Based upon the country where the point of shipment occurred, North America and Europe generated [removed: 71%] [added: 70%] and [removed: 22%,] [added: 23%,] respectively, of Howmet’s sales in [removed: 2022.][added: 2023.]

*Aerospace (Commercial and Defense) Market.* Howmet’s largest market is aerospace, which represented approximately [removed: 62%] [added: 64%] of the Company’s revenue in [removed: 2022.][added: 2023.]

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

The commercial transportation market represented approximately [removed: 23%] [added: 21%] of the Company’s revenue in [removed: 2022.][added: 2023.]

*Industrial and Other Markets.* Industrial and other markets include industrial gas turbines, oil and gas, and other industrials, which represented approximately 15% of the Company’s revenue in [removed: 2022.][added: 2023.]

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

Fastening Systems produces aerospace and industrial [removed: fasteners, latches, bearings, fluid fittings] [added: fastening systems as well as commercial transportation fasteners] and installation tools.

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, [removed: automobiles,] commercial transportation vehicles, wind turbines, solar power systems, and construction and industrial equipment.

Engineered Structures also produces aluminum forgings, nickel forgings, and aluminum machined [removed: components] [added: components,] and assemblies for aerospace and defense applications.

For additional discussion of each segment's business, see “Results of Operations—Segment Information” in [Part II, Item [removed: 7](#if3802e1833754091b96521dc20d1a1fa_43)] [added: 7](#i1fc36697b7d24754bed7d34b61b3193e_43)] (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and [Note [removed: D](#if3802e1833754091b96521dc20d1a1fa_103)] [added: C](#i1fc36697b7d24754bed7d34b61b3193e_103)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67).][added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67).]

Sales by market for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] were:

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Aerospace - Commercial | | | [removed: 46] [added: 49] | | % | | | | [removed: 41] [added: 46] | | % | | | | [removed: 50] [added: 41] | | % |

| Aerospace - Defense | | | [removed: 16] [added: 15] | | % | | | | [removed: 19] [added: 16] | | % | | | | 19 | | % |

| Commercial Transportation | | | [removed: 23] [added: 21] | | % | | | | 23 | | % | | | | [removed: 16] [added: 23] | | % |

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

In [removed: 2022,] [added: 2023,] General Electric Company and [removed: Raytheon Technologies] [added: RTX] Corporation represented approximately 12% and 9%, respectively, of the Company’s third-party sales.

See [Part I, Item [removed: 1A](#if3802e1833754091b96521dc20d1a1fa_16)] [added: 1A](#i1fc36697b7d24754bed7d34b61b3193e_16)] (Risk Factors).

| | | | | | | Washington, MO | | | | | | Engineered Structures | | | | | | [removed: Aerospace Formed Parts,] Titanium Mill Products | | |

The list in the above table does not include [removed: 19] [added: 18] locations that serve as sales and administrative offices, distribution centers or warehouses.

Important raw materials purchased in [removed: 2022] [added: 2023] for each of the Company’s reportable segments are listed below.

As of the end of [removed: 2022,] [added: 2023,] the Company’s worldwide patent portfolio consists of approximately [removed: 938] [added: 940] granted patents and [removed: 205] [added: 215] 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: 2022,] [added: 2023,] the Company’s worldwide trademark portfolio consists of approximately [removed: 1,569] [added: 1,470] registered trademarks and [removed: 94] [added: 116] pending trademark applications.

In [removed: 2022,] [added: 2023,] 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: 2023.][added: 2024.]

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](#if3802e1833754091b96521dc20d1a1fa_166)] [added: U](#i1fc36697b7d24754bed7d34b61b3193e_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] under the caption “Environmental Matters.”

[removed: As an example,] [added: New technology that increases the automation of job postings enables us to more widely disseminate] our [added: job vacancies to diverse partners and job boards, such as our] campus recruitment platform [added: that] provides an ability to proactively reach a broad talent network [removed: as the system] of [removed: record for more than 9.2 million] students and [removed: 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 [removed: productivity that is uniform across the organization.][added: productivity.]

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

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

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

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

Total worldwide employment at the end of [removed: 2022] [added: 2023] was approximately [removed: 21,400] [added: 23,200] employees in 23 countries.

This covers approximately [removed: 1,300] [added: 750] employees; the current agreement expires on [removed: March 31, 2023.][added: April 28, 2024.]

The names, ages, positions and areas of responsibility of the executive officers of the Company as of February [removed: 14, 2023] [added: 13, 2024] are listed below.

Chanatry, [removed: 62,] [added: 63,] Vice President and Chief Commercial Officer.

Ken Giacobbe, [removed: 57,] [added: 58,] Executive Vice President and Chief Financial Officer.

Lin, [removed: 48,] [added: 49,] Executive Vice President, Chief Legal and Compliance Officer and Secretary.

In addition to existing training development programs for salaried employees, we extended training access using technology to our hourly employees during 2023.

We believe providing employees with avenues to new skills contributes to increased motivation and engagement, resulting in higher employee retention.

Our development process framework provides tools and resources to identify career options, skills gaps and actions they can take to progress within the Company.

Our Employee Resource Groups, composed of the African Heritage, EurAsian Diversity & Inclusion, Latin+, Next Generation, Pride, Veterans, and Women’s Networks, continue to be fundamental to building our culture of inclusion.

Approximately 3,400 employees, or 25% of the U.S. workforce, are represented by labor unions in the United States.

This covers approximately 1,400 employees; the current agreement, which was ratified in 2023, expires on April 1, 2028.

The second largest workforce covered under a collective bargaining agreement is between Howmet and the UAW at our Cleveland, Ohio location.

The Cleveland location began negotiations with the UAW in February 2024.

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

| | | | | | | Low Moor | | | | | | Engineered Structures | | | | | | Extrusions | | |

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

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

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

agreement’s expiration date.

In addition to the employees covered by the Whitehall UAW collective bargaining agreement, approximately 1,700 other employees in the United States are also represented by labor unions.

For a discussion of legal proceedings, see [Note [removed: V](#if3802e1833754091b96521dc20d1a1fa_166)] [added: U](#i1fc36697b7d24754bed7d34b61b3193e_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] of this Form 10-K.

For The Fiscal Year Ended December 31, [removed: 2022][added: 2023]

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: $13] [added: $20] billion.

As of February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 412,282,856] [added: 410,303,651] 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: 2023] [added: 2024] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A (Proxy Statement).

| Item 1. | | | [removed: [Business](#if3802e1833754091b96521dc20d1a1fa_13)] [added: [Business](#i1fc36697b7d24754bed7d34b61b3193e_13)] | | | [removed: [1](#if3802e1833754091b96521dc20d1a1fa_13)] [added: [1](#i1fc36697b7d24754bed7d34b61b3193e_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if3802e1833754091b96521dc20d1a1fa_16)] [added: Factors](#i1fc36697b7d24754bed7d34b61b3193e_16)] | | | [removed: [9](#if3802e1833754091b96521dc20d1a1fa_16)] [added: [10](#i1fc36697b7d24754bed7d34b61b3193e_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if3802e1833754091b96521dc20d1a1fa_19)] [added: Comments](#i1fc36697b7d24754bed7d34b61b3193e_19)] | | | [removed: [15](#if3802e1833754091b96521dc20d1a1fa_19)] [added: [16](#i1fc36697b7d24754bed7d34b61b3193e_19)] | | |

| Item 2. | | | [removed: [Properties](#if3802e1833754091b96521dc20d1a1fa_22)] [added: [Properties](#i1fc36697b7d24754bed7d34b61b3193e_22)] | | | [removed: [16](#if3802e1833754091b96521dc20d1a1fa_22)] [added: [18](#i1fc36697b7d24754bed7d34b61b3193e_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if3802e1833754091b96521dc20d1a1fa_25)] [added: Proceedings](#i1fc36697b7d24754bed7d34b61b3193e_25)] | | | [removed: [16](#if3802e1833754091b96521dc20d1a1fa_25)] [added: [18](#i1fc36697b7d24754bed7d34b61b3193e_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if3802e1833754091b96521dc20d1a1fa_28)] [added: Disclosures](#i1fc36697b7d24754bed7d34b61b3193e_28)] | | | [removed: [16](#if3802e1833754091b96521dc20d1a1fa_28)] [added: [18](#i1fc36697b7d24754bed7d34b61b3193e_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if3802e1833754091b96521dc20d1a1fa_34)] [added: Securities](#i1fc36697b7d24754bed7d34b61b3193e_34)] | | | [removed: [16](#if3802e1833754091b96521dc20d1a1fa_34)] [added: [18](#i1fc36697b7d24754bed7d34b61b3193e_34)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#if3802e1833754091b96521dc20d1a1fa_37) [Financial Data](#if3802e1833754091b96521dc20d1a1fa_40)] [added: Data](#i1fc36697b7d24754bed7d34b61b3193e_37)] | | | [removed: [18](#if3802e1833754091b96521dc20d1a1fa_37)] [added: [20](#i1fc36697b7d24754bed7d34b61b3193e_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if3802e1833754091b96521dc20d1a1fa_43)] [added: Operations](#i1fc36697b7d24754bed7d34b61b3193e_43)] | | | [removed: [19](#if3802e1833754091b96521dc20d1a1fa_43)] [added: [21](#i1fc36697b7d24754bed7d34b61b3193e_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if3802e1833754091b96521dc20d1a1fa_64)] [added: Risk](#i1fc36697b7d24754bed7d34b61b3193e_64)] | | | [removed: [34](#if3802e1833754091b96521dc20d1a1fa_64)] [added: [36](#i1fc36697b7d24754bed7d34b61b3193e_64)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if3802e1833754091b96521dc20d1a1fa_67)] [added: Data](#i1fc36697b7d24754bed7d34b61b3193e_67)] | | | [removed: [35](#if3802e1833754091b96521dc20d1a1fa_67)] [added: [37](#i1fc36697b7d24754bed7d34b61b3193e_67)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if3802e1833754091b96521dc20d1a1fa_175)] [added: Disclosure](#i1fc36697b7d24754bed7d34b61b3193e_175)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_175)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if3802e1833754091b96521dc20d1a1fa_178)] [added: Procedures](#i1fc36697b7d24754bed7d34b61b3193e_178)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_178)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_178)] | | |

| Item 9B. | | | [Other [removed: Information](#if3802e1833754091b96521dc20d1a1fa_181)] [added: Information](#i1fc36697b7d24754bed7d34b61b3193e_181)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_181)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_181)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#if3802e1833754091b96521dc20d1a1fa_184)] [added: Inspection](#i1fc36697b7d24754bed7d34b61b3193e_184)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_184)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if3802e1833754091b96521dc20d1a1fa_190)] [added: Governance](#i1fc36697b7d24754bed7d34b61b3193e_190)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_190)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if3802e1833754091b96521dc20d1a1fa_193)] [added: Compensation](#i1fc36697b7d24754bed7d34b61b3193e_193)] | | | [removed: [82](#if3802e1833754091b96521dc20d1a1fa_193)] [added: [83](#i1fc36697b7d24754bed7d34b61b3193e_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if3802e1833754091b96521dc20d1a1fa_196)] [added: Matters](#i1fc36697b7d24754bed7d34b61b3193e_196)] | | | [removed: [83](#if3802e1833754091b96521dc20d1a1fa_196)] [added: [84](#i1fc36697b7d24754bed7d34b61b3193e_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if3802e1833754091b96521dc20d1a1fa_199)] [added: Independence](#i1fc36697b7d24754bed7d34b61b3193e_199)] | | | [removed: [83](#if3802e1833754091b96521dc20d1a1fa_199)] [added: [84](#i1fc36697b7d24754bed7d34b61b3193e_199)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#if3802e1833754091b96521dc20d1a1fa_202)] [added: Services](#i1fc36697b7d24754bed7d34b61b3193e_202)] | | | [removed: [83](#if3802e1833754091b96521dc20d1a1fa_202)] [added: [84](#i1fc36697b7d24754bed7d34b61b3193e_202)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#if3802e1833754091b96521dc20d1a1fa_208)] [added: Schedules](#i1fc36697b7d24754bed7d34b61b3193e_208)] | | | [removed: [84](#if3802e1833754091b96521dc20d1a1fa_208)] [added: [85](#i1fc36697b7d24754bed7d34b61b3193e_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if3802e1833754091b96521dc20d1a1fa_211)] [added: Summary](#i1fc36697b7d24754bed7d34b61b3193e_211)] | | | [removed: [90](#if3802e1833754091b96521dc20d1a1fa_211)] [added: [91](#i1fc36697b7d24754bed7d34b61b3193e_211)] | | |

| | | | [removed: [Signatures](#if3802e1833754091b96521dc20d1a1fa_214)] [added: [Signatures](#i1fc36697b7d24754bed7d34b61b3193e_214)] | | | [removed: [91](#if3802e1833754091b96521dc20d1a1fa_214)] [added: [92](#i1fc36697b7d24754bed7d34b61b3193e_214)] | | |

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: 2023] [added: 2024] 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: 2022.][added: 2023.]

Forward-looking statements include those containing such words as [removed: “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,”] [added: “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.

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 [removed: attained] [added: 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 [removed: 1A](#if3802e1833754091b96521dc20d1a1fa_16)] [added: 1A](#i1fc36697b7d24754bed7d34b61b3193e_16)] (Risk Factors), [Part II, Item [removed: 7](#if3802e1833754091b96521dc20d1a1fa_43)] [added: 7](#i1fc36697b7d24754bed7d34b61b3193e_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 [removed: V](#if3802e1833754091b96521dc20d1a1fa_166)] [added: U](#i1fc36697b7d24754bed7d34b61b3193e_166)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67).][added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67).]

| Item 1C. | | | [Cybersecurity](#i1fc36697b7d24754bed7d34b61b3193e_1915) | | | [16](#i1fc36697b7d24754bed7d34b61b3193e_1915) | | |

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

Explanatory Note

On April 1, 2020, Arconic Inc. completed the separation of its business into two independent, publicly-traded companies: Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation.

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

The cash flows, comprehensive income, and equity related to Arconic Corporation have not been segregated and are included in the Statement of Consolidated Cash Flows, Statement of Consolidated Comprehensive Income, and Statement of Changes in Consolidated Equity, respectively, for all periods prior to April 1, 2020.

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

Cybersecurity is a critical component of the Company’s overall enterprise risk management program.

Howmet has implemented a framework of principles, policies and technology designed to protect our systems and data from cybersecurity threats.

The Company’s Board of Directors (the “Board”), through its Cybersecurity Committee, is actively engaged in overseeing and reviewing the Company’s cybersecurity programs and risk management.

Although past cybersecurity incidents did not have a material impact on the Company, including our strategy, financial condition or results of operations, the scope and impact of any future cybersecurity threat or incident cannot be predicted.

See [Part](#i1fc36697b7d24754bed7d34b61b3193e_16) [I](#i1fc36697b7d24754bed7d34b61b3193e_16)[,](#i1fc36697b7d24754bed7d34b61b3193e_16) [Item 1A.](#i1fc36697b7d24754bed7d34b61b3193e_16) (Risk Factors) for more information on how material cybersecurity incidents may impact the Company.

Howmet has implemented a multi-faceted cybersecurity risk management framework, which includes progressing toward achievement of the Cybersecurity Maturity Model Certification to certify the Company’s compliance with certain cybersecurity standards published by the National Institute of Standards and Technology.

We deploy and operate preventive and detective controls and processes to mitigate cybersecurity threats, including monitoring our network for known vulnerabilities and signs of unauthorized attempts to access our data and systems.

Our approach includes conducting internal vulnerability assessments, external penetration testing and attack simulation.

In addition, the Company subscribes to third-party managed security service providers that continuously monitor the Company’s systems to assist with early cybersecurity threat detection and protection.

Howmet conducts cybersecurity risk assessments of key vendors and other counterparties for any potential risks.

Risk-based action plans are further developed to take into account evolving threats, which result in recommendations for new protocols and infrastructure.

The Company has a robust program of employee education on the prevention of unauthorized access to Company information and systems.

The Company's cybersecurity risk management is integrated in our overall risk management processes.

Our enterprise risks, including cybersecurity risks, are reviewed on a biannual basis.

The review involves participation and engagement by, among others, subject matter experts like the Company’s Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”), the presidents of the Company’s business segments, and executive management.

Mitigation plans are deployed across the Company with cross-functional collaboration as applicable.

Enterprise risk management is reviewed with the Board annually.

The Cybersecurity Committee, which originated in 2015 as a dedicated cybersecurity subcommittee of the Audit Committee, assists the Board in its oversight of the Company’s cybersecurity programs and risks.

Its responsibilities include reviewing the state of the Company’s cybersecurity, its strategy, policies, and procedures to mitigate cybersecurity risks, and any significant cybersecurity incidents.

The Committee also considers the cybersecurity threat landscape and the impact of emerging cybersecurity developments and regulations that may affect Howmet.

The Cybersecurity Committee currently comprises two members and meets at least quarterly with members of management, including the CISO and CIO.

The Cybersecurity Committee may, from time to time, invite third-party advisors and experts as it deems appropriate.

Pursuant to guidelines adopted by the Cybersecurity Committee, management is required to report immediately to the Chair of the Cybersecurity Committee upon the occurrence of certain cybersecurity incidents and ransomware demands.

The Cybersecurity Committee reports to the full Board after each of its meetings and as needed regarding the cybersecurity risks, incidents and other matters reviewed and considered by the Committee.

The Company’s CISO leads management’s assessment, prevention and management of cybersecurity risks.

The CISO reports to the CIO who has responsibility for the usability, implementation and management of our information and computing systems.

Both bring to their roles extensive experience in information technology and cybersecurity:

- The Company’s CISO joined the Company in 2022.

The CISO has over 20 years of experience in information technology, cybersecurity and physical security management, including as Cybersecurity Operations Director at United States Steel Corporation (2020-2022); Director, Global Information Security and Compliance at Kennametal, Inc. (2018-2020); and Global Chief Information Security Officer/HIPAA Security Officer at Westlake Chemical (2013-2017).

The CISO holds a Bachelor of Sciences degree in Information Systems Management from Carlow University and a Master of Sciences degree in Information Systems from Robert Morris University, and is a Certified Systems Security Professional.

- The Company’s CIO joined the Company in 2021.

The CIO has over 20 years of experience in information technology, including, most recently, as Vice President Global IT and Chief Information Officer at Varroc Lighting Systems (2018-2021) and Chief Information Officer at AM General LLC (2016-2018).

The CIO holds a Bachelor of Engineering degree in Industrial Engineering from Universidad de Lima.

In the event of a potential material cybersecurity incident or ransomware demand, Howmet has adopted a policy to respond to such event, which includes protocols and procedures to, among other things, escalate the incident or demand, form a core cross-functional response leadership team (including the CISO and CIO) to assess severity, formulate response and remediation, and determine any required reporting or notifications.

See [Note [removed: A](#if3802e1833754091b96521dc20d1a1fa_94)] [added: A](#i1fc36697b7d24754bed7d34b61b3193e_94)] and [Note [removed: O](#if3802e1833754091b96521dc20d1a1fa_142)] [added: N](#i1fc36697b7d24754bed7d34b61b3193e_142)] to the Consolidated Financial Statements in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] of this Form [removed: 10-K.][added: 10-K for additional information.]

See the table regarding the Company's principal facilities in [Part I, Item [removed: 1](#if3802e1833754091b96521dc20d1a1fa_13)] [added: 1](#i1fc36697b7d24754bed7d34b61b3193e_13)] (Business).

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

The number of holders of record of common stock was [removed: 9,404] [added: 8,883] as of February [removed: 13, 2023.][added: 12, 2024.]

The following graph compares the most recent five-year performance of the Company’s common stock with (1) the Standard & Poor’s (“S&P”) 500® Index, (2) the S&P 500® Industrials Index, a group of [removed: 70] [added: 78] 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, [removed: Raytheon Technologies] [added: RTX] 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: 2017,] [added: 2018,] and the reinvestment of dividends.

[removed: ][added: ]

| As of December 31, | | | | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

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: 2022:][added: 2023:]

After giving effect to the share repurchases made through the fourth quarter of [removed: 2022,] [added: 2023,] approximately [removed: $947] [added: $697] million Board authorization remained available as of January 1, [removed: 2023.][added: 2024.]

Under the Company’s share repurchase [removed: programs] [added: program] (the “Share Repurchase [removed: Programs”),] [added: Program”),] the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements or other derivative transactions.

There is no stated expiration for the Share Repurchase [removed: Programs.][added: Program.]

Under its Share Repurchase [removed: Programs,] [added: Program,] the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations.

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

(3)Amount includes the surrender of [removed: 3,629] [added: 8,522] 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.

| Howmet Aerospace Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 183.89 | | | | | $ | 222.71 | | | | | $ | 248.70 | | | | | $ | 308.80 | | | | | $ | 425.67 | |

| S&P 500® Index | | | | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500® Industrials Index | | | | | | | | | 100.00 | | | | | | 129.37 | | | | | | 143.68 | | | | | | 174.02 | | | | | | 164.49 | | | | | | 194.31 | | |

| S&P Aerospace & Defense Index | | | | | | | | | 100.00 | | | | | | 130.33 | | | | | | 109.39 | | | | | | 123.86 | | | | | | 145.37 | | | | | | 155.21 | | |

| October 1 - October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 797 | |

| November 1 - November 30, 2023 | | | | | | 381,400 | | | | | | $ | 52.44 | | | | | 381,400 | | | | | | $ | 777 | |

| December 1 - December 31, 2023 | | | | | | 1,531,335(3) | | | | | | $ | 52.54 | | | | | 1,522,813 | | | | | | $ | 697 | |

| Total for quarter ended December 31, 2023 | | | | | | 1,912,735 | | | | | | $ | 52.52 | | | | | 1,904,213 | | | | | | | | |

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

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

| 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 | | |

| 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 | | | | | | | | |

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

| [Management’s Reports to Howmet [removed: Shareholders](#if3802e1833754091b96521dc20d1a1fa_70)] [added: Shareholders](#i1fc36697b7d24754bed7d34b61b3193e_70)] | | | [removed: [36](#if3802e1833754091b96521dc20d1a1fa_70)] [added: [38](#i1fc36697b7d24754bed7d34b61b3193e_70)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#if3802e1833754091b96521dc20d1a1fa_73)] [added: Firm](#i1fc36697b7d24754bed7d34b61b3193e_73)] (PCAOB ID 238) | | | [removed: [37](#if3802e1833754091b96521dc20d1a1fa_73)] [added: [39](#i1fc36697b7d24754bed7d34b61b3193e_73)] | | |

| [Statement of Consolidated Operations for the Years Ended December 31, [removed: 2022, 2021,] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_76)[3](#i1fc36697b7d24754bed7d34b61b3193e_76)[, 202](#i1fc36697b7d24754bed7d34b61b3193e_76)[2](#i1fc36697b7d24754bed7d34b61b3193e_76)[,] and [removed: 2020](#if3802e1833754091b96521dc20d1a1fa_76)] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_76)[1](#i1fc36697b7d24754bed7d34b61b3193e_76)] | | | [removed: [39](#if3802e1833754091b96521dc20d1a1fa_76)] [added: [41](#i1fc36697b7d24754bed7d34b61b3193e_76)] | | |

| [Statement of Consolidated Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021,] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_79)[3](#i1fc36697b7d24754bed7d34b61b3193e_79)[, 202](#i1fc36697b7d24754bed7d34b61b3193e_79)[2](#i1fc36697b7d24754bed7d34b61b3193e_79)[,] and [removed: 2020](#if3802e1833754091b96521dc20d1a1fa_79)] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_79)[1](#i1fc36697b7d24754bed7d34b61b3193e_79)] | | | [removed: [40](#if3802e1833754091b96521dc20d1a1fa_79)] [added: [42](#i1fc36697b7d24754bed7d34b61b3193e_79)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 2022 and 2021](#if3802e1833754091b96521dc20d1a1fa_82)] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_82)[3](#i1fc36697b7d24754bed7d34b61b3193e_82) [and 202](#i1fc36697b7d24754bed7d34b61b3193e_82)[2](#i1fc36697b7d24754bed7d34b61b3193e_82)] | | | [removed: [41](#if3802e1833754091b96521dc20d1a1fa_82)] [added: [43](#i1fc36697b7d24754bed7d34b61b3193e_82)] | | |

| [Statement of Consolidated Cash Flows for the Years Ended December 31, [removed: 2022, 2021,] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_85)[3](#i1fc36697b7d24754bed7d34b61b3193e_85)[, 202](#i1fc36697b7d24754bed7d34b61b3193e_85)[2](#i1fc36697b7d24754bed7d34b61b3193e_85)[,] and [removed: 2020](#if3802e1833754091b96521dc20d1a1fa_85)] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_85)[1](#i1fc36697b7d24754bed7d34b61b3193e_85)] | | | [removed: [42](#if3802e1833754091b96521dc20d1a1fa_85)] [added: [44](#i1fc36697b7d24754bed7d34b61b3193e_85)] | | |

| [Statement of Changes in Consolidated Equity for the Years Ended December 31, [removed: 2022, 2021,] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_88)[3](#i1fc36697b7d24754bed7d34b61b3193e_88)[, 202](#i1fc36697b7d24754bed7d34b61b3193e_88)[2](#i1fc36697b7d24754bed7d34b61b3193e_88)[,] and [removed: 2020](#if3802e1833754091b96521dc20d1a1fa_88)] [added: 202](#i1fc36697b7d24754bed7d34b61b3193e_88)[1](#i1fc36697b7d24754bed7d34b61b3193e_88)] | | | [removed: [43](#if3802e1833754091b96521dc20d1a1fa_88)] [added: [45](#i1fc36697b7d24754bed7d34b61b3193e_88)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#if3802e1833754091b96521dc20d1a1fa_91)] [added: Statements](#i1fc36697b7d24754bed7d34b61b3193e_91)] | | | [removed: [44](#if3802e1833754091b96521dc20d1a1fa_91)] [added: [46](#i1fc36697b7d24754bed7d34b61b3193e_91)] | | |

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of changes in equity, of comprehensive income and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes A and [removed: P] [added: O] to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4,013] [added: $4,035] million as of December 31, [removed: 2022,] [added: 2023,] and the amount of the goodwill associated with the Engineered Structures reporting unit was $304 million.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Engineered Structures reporting unit is a critical audit matter are [added: (i)] the significant judgment by management when [removed: determining] [added: developing] the fair value [added: estimate] of the [added: Engineered Structures] reporting [removed: unit.][added: unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth, production costs, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

[removed: February 14, 2023][added: | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| For the year ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales [removed: ([D](#if3802e1833754091b96521dc20d1a1fa_103))] [added: ([C](#i1fc36697b7d24754bed7d34b61b3193e_103))] | | | $ | [removed: 5,663] [added: 6,640] | | | | | $ | [removed: 4,972] [added: 5,663] | | | | | $ | [removed: 5,259] [added: 4,972] | |

| Cost of goods sold (exclusive of expenses below) | | | [removed: 4,103] [added: 4,773] | | | | | | [removed: 3,596] [added: 4,103] | | | | | | [removed: 3,878] [added: 3,596] | | |

| Selling, general administrative, and other expenses | | | [removed: 288] [added: 333] | | | | | | [removed: 251] [added: 288] | | | | | | [removed: 277] [added: 251] | | |

| Research and development expenses | | | [removed: 32] [added: 36] | | | | | | [removed: 17] [added: 32] | | | | | | 17 | | |

| Provision for depreciation and amortization | | | [removed: 265] [added: 272] | | | | | | [removed: 270] [added: 265] | | | | | | [removed: 279] [added: 270] | | |

| Restructuring and other charges [removed: ([E](#if3802e1833754091b96521dc20d1a1fa_106))] [added: ([D](#i1fc36697b7d24754bed7d34b61b3193e_106))] | | | [removed: 56] [added: 23] | | | | | | [removed: 90] [added: 56] | | | | | | [removed: 182] [added: 90] | | |

| Operating income | | | [removed: 919] [added: 1,203] | | | | | | [removed: 748] [added: 919] | | | | | | [removed: 626] [added: 748] | | |

| Loss on debt redemption [removed: ([R](#if3802e1833754091b96521dc20d1a1fa_151))] [added: ([Q](#i1fc36697b7d24754bed7d34b61b3193e_151))] | | | 2 | | | | | | [removed: 146] [added: 2] | | | | | | [removed: 64] [added: 146] | | |

| Interest expense, net [removed: ([F](#if3802e1833754091b96521dc20d1a1fa_109))] [added: ([E](#i1fc36697b7d24754bed7d34b61b3193e_109))] | | | [removed: 229] [added: 218] | | | | | | [removed: 259] [added: 229] | | | | | | [removed: 317] [added: 259] | | |

| Other expense, net [removed: ([G](#if3802e1833754091b96521dc20d1a1fa_112))] [added: ([F](#i1fc36697b7d24754bed7d34b61b3193e_112))] | | | [removed: 82] [added: 8] | | | | | | [removed: 19] [added: 82] | | | | | | [removed: 74] [added: 19] | | |

| Income [removed: from continuing operations] before income taxes | | | [removed: 606] [added: 975] | | | | | | [removed: 324] [added: 606] | | | | | | [removed: 171] [added: 324] | | |

| Provision [removed: (benefit)] for income taxes [removed: ([I](#if3802e1833754091b96521dc20d1a1fa_121))] [added: ([H](#i1fc36697b7d24754bed7d34b61b3193e_121))] | | | [removed: 137] [added: 210] | | | | | | [removed: 66] [added: 137] | | | | | | [removed: (40)] [added: 66] | | |

| Net income | | | $ | [removed: 469] [added: 765] | | | | | $ | [removed: 258] [added: 469] | | | | | $ | [removed: 261] [added: 258] | |

| Amounts Attributable to Howmet Aerospace Inc. Common Shareholders [removed: ([K](#if3802e1833754091b96521dc20d1a1fa_130)):] [added: ([J](#i1fc36697b7d24754bed7d34b61b3193e_130)):] | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 467] [added: 763] | | | | | $ | [removed: 256] [added: 467] | | | | | $ | [removed: 259] [added: 256] | |

| Earnings per [removed: share - basic] [added: share:] | | | | | | | | | | | | | | | | | |

| Average Shares Outstanding [removed: ([J](#if3802e1833754091b96521dc20d1a1fa_124)):] [added: ([I](#i1fc36697b7d24754bed7d34b61b3193e_124)):] | | | | | | | | | | | | | | | | | |

| Average shares outstanding - basic | | | [removed: 416] [added: 412] | | | | | | [removed: 430] [added: 416] | | | | | | [removed: 435] [added: 430] | | |

| Average shares outstanding - diluted | | | [removed: 421] [added: 416] | | | | | | [removed: 435] [added: 421] | | | | | | [removed: 439] [added: 435] | | |

| For the year ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 469] [added: 765] | | | | | $ | [removed: 258] [added: 469] | | | | | $ | [removed: 261] [added: 258] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax [removed: ([L](#if3802e1833754091b96521dc20d1a1fa_133)):] [added: ([K](#i1fc36697b7d24754bed7d34b61b3193e_133)):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 1.85 | | | | | $ | 1.12 | | | | | $ | 0.60 | |

| Diluted | | | $ | 1.83 | | | | | $ | 1.11 | | | | | $ | 0.59 | |

| Basic | | | 412 | | | | | | 416 | | | | | | 430 | | |

| Diluted | | | 416 | | | | | | 421 | | | | | | 435 | | |

| Long-term debt due within one year ([Q](#i1fc36697b7d24754bed7d34b61b3193e_151) and [R](#i1fc36697b7d24754bed7d34b61b3193e_157)) | | | 206 | | | | | | — | | |

| Loss on debt redemption ([Q](#i1fc36697b7d24754bed7d34b61b3193e_151)) | | | 2 | | | | | | 2 | | | | | | 146 | | |

| Taxes paid for net share settlement of equity awards | | | (77) | | | | | | (22) | | | | | | (21) | | |

| Proceeds from the sale of securities | | | 2 | | | | | | — | | | | | | 6 | | |

| Preferred–Class A @ $3.75 per share | | | — | | | | | | — | | | — | | | (2) | | | | | | — | | | | | | (2) | | |

| Net income | | | — | | | | | | — | | | — | | | 765 | | | | | | — | | | | | | 765 | | |

| Preferred–Class A @ $3.75 per share | | | — | | | | | | — | | | — | | | (2) | | | | | | — | | | | | | (2) | | |

| Balance at December 31, 2023 | | | $ | 55 | | | | | $ | 410 | | $ | 3,682 | | $ | 1,720 | | | | | $ | (1,830) | | | | | $ | 4,037 | |

Aircraft production in the commercial aerospace industry continues to recover based on increases in demand for narrow body and wide body aircraft.

is released.

Derivatives and Hedging. Derivatives are held for purposes other than trading and are part of a formally documented risk management program.

The Company uses commodity derivative financial instruments to manage its economic risk.

For interest rate exposures, we use interest rate swaps to effect a fixed rate payment and hedge the variability in future payment changes.

The Company records derivative instruments on its consolidated balance sheets at fair value and evaluates hedge effectiveness when electing to apply hedge accounting.

When electing to apply hedge accounting, the Company formally documents all derivative hedges at inception and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transaction.

For derivatives and debt instruments that are designated and qualify for hedge accounting, changes in the fair value are recorded in Accumulated other comprehensive income (loss).

Derivatives that are designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss) and reclassified to the Consolidated Statements of Operations when the effects of the item being hedged are recognized in the Consolidated Statements of Operations.

The remeasurements of debt instruments designated as net investment hedges are recorded in Accumulated other comprehensive income (loss) and will be reclassified to earnings only upon the sale or liquidation of the Company’s hedged net investment.

Cash flows from derivatives are recognized in the Statement of Consolidated Cash Flows in a manner consistent with the underlying transactions.

As of December 31, 2023, Howmet has no businesses that are classified as discontinued operations or held for sale.

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance the transparency of disclosures regarding supplier finance programs (See [Note S](#i1fc36697b7d24754bed7d34b61b3193e_160)).

In December 2023, the FASB issued guidance to enhance the transparency of income tax disclosures.

These changes become effective for fiscal years beginning after December 15, 2024.

In November 2023, the FASB issued guidance to enhance disclosures related to reportable segments.

These changes become effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company has amended its agreements in accordance with the new guidance (See [Note L](#i1fc36697b7d24754bed7d34b61b3193e_136) and [Note Q](#i1fc36697b7d24754bed7d34b61b3193e_151)).

| Third-party sales | | | $ | 3,266 | | | | | $ | 1,349 | | | | | $ | 878 | | | | | $ | 1,147 | | | | | $ | 6,640 | |

| Total sales | | | $ | 3,279 | | | | | $ | 1,349 | | | | | $ | 881 | | | | | $ | 1,147 | | | | | $ | 6,656 | |

| Segment Adjusted EBITDA | | | $ | 887 | | | | | $ | 278 | | | | | $ | 113 | | | | | $ | 309 | | | | | $ | 1,587 | |

| Total assets | | | 4,926 | | | | | | 2,749 | | | | | | 1,415 | | | | | | 724 | | | | | | 9,814 | | |

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

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

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

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

| For the year ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| For the year ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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

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.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth, production costs, and discount rate.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

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

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

| Income from continuing operations after income taxes | | | $ | 469 | | | | | $ | 258 | | | | | $ | 211 | |

| Income from discontinued operations after income taxes ([C](#if3802e1833754091b96521dc20d1a1fa_100)) | | | — | | | | | | — | | | | | | 50 | | |

| Continuing operations | | | $ | 1.12 | | | | | $ | 0.60 | | | | | $ | 0.48 | |

| Discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | 0.11 | |

| Earnings per share - diluted | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 1.11 | | | | | $ | 0.59 | | | | | $ | 0.48 | |

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

| Net cash transferred to Arconic Corporation at separation | | | — | | | | | | — | | | | | | (500) | | |

| Sales of debt securities | | | — | | | | | | 6 | | | | | | — | | |

| | | | Howmet Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2019 | | | $ | 55 | | | | | $ | 433 | | $ | 7,319 | | $ | 113 | | | | | $ | (3,329) | | $ | 14 | | $ | 4,605 | |

| Distributions to Arconic Corporation ([C](#if3802e1833754091b96521dc20d1a1fa_100)) | | | — | | | | | | — | | | (2,617) | | | — | | | | | | 1,370 | | | (14) | | | (1,261) | | |

The impact of these changes is rapidly changing and of unknown duration and macroeconomic impact and, as a result, these conditions remain highly uncertain.

The separation of Arconic Inc. into two standalone, publicly-traded companies, Howmet Aerospace Inc. and Arconic Corporation, (the “Arconic Inc. Separation Transaction”) occurred on April 1, 2020.

The Engineered Products and Forgings (“EP&F”) segment remained in the existing company, which was renamed Howmet Aerospace Inc. The Global Rolled Products (“GRP”) segment was spun off and was named Arconic Corporation.

In the second quarter of 2020, in conjunction with the Arconic Inc. Separation Transaction, the Company realigned its operations by separating the former EP&F segment into four new segments: Engine Products, Fastening Systems, Engineered Structures and Forged Wheels.

The financial results of Arconic Corporation for all periods prior to the Arconic Inc. Separation Transaction have been retrospectively reflected in the Statement of Consolidated Operations as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented.

The cash flows, comprehensive income, and equity related to Arconic Corporation have not been segregated and are included in the Statement of Consolidated Cash Flows, Statement of Consolidated Comprehensive Income, and Statement of Changes in Consolidated Equity, respectively, for all periods prior to the Arconic Inc. Separation Transaction.

See [Note C](#if3802e1833754091b96521dc20d1a1fa_100) for additional information related to the Arconic Inc. Separation Transaction and discontinued operations.

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.

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.

Advanced payments were $32 and $46 at December 31, 2022 and 2021, respectively.

The fair value of new stock options is estimated on the date of grant using a lattice-pricing model.

On January 1, 2020, the Company adopted changes issued by the FASB related to the impairment model for expected credit losses.

The new impairment model (known as the current expected credit loss (“CECL”) model) is based on expected losses rather than incurred losses.

The Company recognizes as an allowance its estimate of expected credit losses.

The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments and requires the measurement of expected credit losses on assets including those that have a low risk of loss.

In August 2018, the FASB issued guidance that impacts disclosures for defined benefit pension plans and other postretirement benefit plans.

These changes became effective for Howmet's annual report for the year ended December 31, 2020 which did not have a material impact on its Consolidated Financial Statements.

In February 2023, the Company amended its Five-Year Revolving Credit Agreement to replace LIBOR with the term secured overnight financing rate (“Term SOFR”) as the reference rate for U.S. dollar-denominated loans (See [Note R](#if3802e1833754091b96521dc20d1a1fa_151)).

Arconic Inc. Separation Transaction and Discontinued Operations

On April 1, 2020, the Company completed the separation of its business into two independent, publicly-traded companies, which was effected by the distribution (the “Distribution”) by the Company of all of the outstanding common stock of Arconic Corporation to the Company’s stockholders.

Management’s Report on Internal Control over Financial Reporting is included in [Part II, Item [removed: 8](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] of this Form 10-K beginning on page [removed: [36](#if3802e1833754091b96521dc20d1a1fa_70).][added: [38](#i1fc36697b7d24754bed7d34b61b3193e_70).]

The effectiveness of Howmet’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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](#if3802e1833754091b96521dc20d1a1fa_67)] [added: 8](#i1fc36697b7d24754bed7d34b61b3193e_67)] of this Form 10-K on page [removed: [37](#if3802e1833754091b96521dc20d1a1fa_73).][added: [39](#i1fc36697b7d24754bed7d34b61b3193e_73).]

There have been no changes in internal control over financial reporting during the fourth quarter of [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

*Rule 105b5-1 Trading Plans.* During the three months ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

None.

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

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: 2022:][added: 2023:]

(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 [removed: Plan”) and the 2009 Alcoa Stock Incentive Plan (approved by shareholders in May 2009).][added: Plan”).]

- [removed: 3,527,349] [added: 2,468,017] restricted share units

| Equity compensation plans approved by security holders(1) | | | | | | 3,521,012(1) | | | | | | $ | 22.67 | | | | | 21,349,015(2) | | |

| Total | | | | | | 3,521,012 | | | | | | $ | 22.67 | | | | | 21,349,015 | | |

- 484,865 stock options

- 568,130 performance share awards (185,855 granted in 2023 at target)

| Equity compensation plans approved by security holders(1) | | | | | | 7,411,252(1) | | | | | | $ | 23.86 | | | | | 23,432,811(2) | | |

| 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)

[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: 37] [added: 39] through [removed: 81] [added: 82] of this report.

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

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

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

| [removed: [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)] [added: [2(q)](http://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 [removed: Corporation.] [added: Corporation, incorporated by reference to Exhibit 2(q) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.] | | |

| [removed: [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)] [added: [2(r)](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. | | |

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

| [removed: [10(a)](https://www.sec.gov/Archives/edgar/data/4281/000110465921120263/tm2128610d1_ex10-1.htm)] [added: [10(a)](https://www.sec.gov/Archives/edgar/data/4281/000110465923085841/tm2322287d1_ex10-1.htm)] | | | | | | [added: Second] Amended and Restated Five-Year Revolving Credit Agreement, dated as of [removed: September 28, 2021,] [added: July 27, 2023,] 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, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: September 28, 2021.] [added: July 31, 2023.] | | |

| [removed: [10(a)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit10a1.htm)] [added: [10(b)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10b.htm)] | | | | | | [removed: Amendment No. 1, dated as of February 13, 2023, to Amended and Restated Five-Year Revolving Credit] [added: Term Loan] Agreement, dated as of [removed: September 28, 2021,] [added: November 22, 2023,] among Howmet Aerospace [removed: Inc.,] [added: Inc,] the lenders [removed: and issuers] named therein, [removed: Citibank, N.A., as administrative agent,] and [removed: JPMorgan Chase] [added: Truist] Bank, [removed: N.A.,] as [added: administrative agent and] syndication agent. | | |

| [removed: [10(b)](http://www.sec.gov/Archives/edgar/data/4281/000119312516445317/d127771dex101.htm)] [added: [10(d)](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)] | | | | | | [added: Settlement] Agreement, dated [removed: February 1, 2016,] [added: as of May 22, 2017,] by and [removed: between] [added: among] Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and [removed: Alcoa] [added: Arconic] Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: February 1, 2016.] [added: May 22, 2017 (reporting an event on May 21, 2017).] | | |

| [removed: [10(c)](http://www.sec.gov/Archives/edgar/data/4281/000119312517178102/d390081dex101.htm)] [added: [10(e)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)] | | | | | | [removed: Settlement] [added: Letter] Agreement, [removed: dated as of May 22, 2017,] by and among [added: Arconic Inc. and] Elliott Associates, L.P., Elliott International, [removed: L.P.,] [added: L.P. and] Elliott International Capital Advisors [removed: Inc. and Arconic] Inc., [added: dated as of December 19, 2017,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: May 22, 2017 (reporting an event on May 21, 2017).] [added: December 19, 2017.] | | |

| [removed: [10(d)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-1.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)[y](http://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)] | | | | | | Letter Agreement, by and [removed: among] [added: between] Arconic Inc. and [removed: Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.,] [added: John C. Plant,] dated as of [removed: December 19, 2017,] [added: August 1, 2019,] incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: December 19, 2017.] [added: August 2, 2019.] | | |

| [removed: [10(e)](http://www.sec.gov/Archives/edgar/data/4281/000114420417064339/tv481678_ex10-2.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)[z](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm)] | | | | | | [removed: Registration Rights] [added: Letter] Agreement, by and [removed: among] [added: between] Arconic Inc. and [removed: Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.,] [added: John C. Plant,] dated as of [removed: December 19, 2017,] [added: February 24, 2020,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: December 19, 2017.] [added: February 25, 2020.] | | |

| [removed: [10(e)(1)](http://www.sec.gov/Archives/edgar/data/4281/000114420418006033/tv484855_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)[aa](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm)] | | | | | | [removed: Amendment to Registration Rights Agreement, by and among Arconic] [added: Letter Agreement between Howmet Aerospace] Inc. and [removed: Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.,] [added: John C. Plant,] dated as of [removed: February 2, 2018,] [added: June 9, 2020,] incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K [removed: dated February 6, 2018.] [added: filed on June 12, 2020.] | | |

| [removed: [10(f)](http://www.sec.gov/Archives/edgar/data/4281/000110465919071478/tm1924878d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)[cc](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465922125526/tm2232279d1_ex10-1.htm)] | | | | | | [added: Letter Agreement, by and between] Howmet Aerospace Inc. [removed: 2020 Annual Cash Incentive Plan (formerly known] [added: and John C. Plant, dated] as [removed: the Arconic Inc. 2020 Annual Cash Incentive Plan),] [added: of December 2, 2022,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: dated] [added: filed on] December [removed: 10, 2019.] [added: 8, 2022.] | | |

| [removed: [10(g)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g.htm)] [added: [10(f)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g.htm)] | | | | | | Howmet Aerospace Hourly Retirement Savings Plan, as Amended and Restated, effective January 1, 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)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g1.htm)] [added: [10(f)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g1.htm)] | | | | | | First [removed: Amendment, effective January 1, 2022,] [added: Amendment] to the Howmet Aerospace Hourly Retirement Savings Plan, as Amended and 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)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g2.htm)] [added: [10(g)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10g2.htm)] | | | | | | Howmet Aerospace Salaried Retirement Savings Plan, as Amended and [removed: Restated] [added: Restated,] effective January 1, 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)](https://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit10k.htm)] [added: [10(k)](http://www.sec.gov/Archives/edgar/data/4281/000000428123000004/exhibit10k.htm)] | | | | | | Non-Employee Director Compensation Policy, effective January 1, [removed: 2023.] [added: 2023, incorporated by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.] | | |

| [removed: [10(m)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10p.htm)] [added: [10(r)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)] | | | | | | Howmet Aerospace [removed: Deferred Compensation] [added: Supplemental Pension] Plan [added: for Senior Executives] (formerly known as the Arconic [removed: Deferred Compensation Plan),] [added: Supplemental Pension Plan for Senior Executives),] as amended and restated effective August 1, 2016, incorporated by reference to Exhibit [removed: 10(p)] [added: 10(v)] to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. | | |

| [removed: [10(m)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10r1_2017.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)[r](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)[)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)] | | | | | | First Amendment to [removed: the] Howmet Aerospace [removed: Deferred Compensation] [added: Supplemental Pension] Plan [added: for Senior Executives] (formerly known as the Arconic [removed: Deferred Compensation Plan),] [added: Supplemental Pension Plan for Senior Executives),] effective January 1, 2018, incorporated by reference to Exhibit [removed: 10(r)(1)] [added: 10(x)(1)] to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(r)](http://www.sec.gov/Archives/edgar/data/4281/000119312511039230/dex10z1.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)[v](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)] | | | | | | [removed: Amended] [added: Letter Agreement, by] and [removed: Restated 2009 Alcoa Stock Incentive Plan,] [added: between Arconic Inc. and Michael N. Chanatry,] dated [removed: February 15, 2011,] [added: as of March 20, 2018,] incorporated by reference to Exhibit [removed: 10(z)(1)] [added: 10(w)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2010.] [added: 2021.] | | |

| [removed: [10(s)](http://www.sec.gov/Archives/edgar/data/4281/000119312517062657/d293282dex10v.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)[r](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)[)(2)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)] | | | | | | [added: Second Amendment to] Howmet Aerospace Supplemental Pension Plan for Senior Executives (formerly known as the Arconic Supplemental Pension Plan for Senior Executives), [removed: as amended and restated] effective [removed: August] [added: January] 1, [removed: 2016,] [added: 2018,] incorporated by reference to Exhibit [removed: 10(v)] [added: 10(x)(2)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016.] [added: 2017.] | | |

| [removed: [10(s)(1)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x1_2017.htm)] [added: [10(kk)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10uu_2017.htm)] | | | | | | [removed: First Amendment to Howmet Aerospace Supplemental Pension Plan for Senior Executives (formerly known as the Arconic Supplemental Pension Plan for Senior Executives),] [added: Global Stock Option Award Agreement,] effective January [removed: 1,] [added: 19,] 2018, incorporated by reference to Exhibit [removed: 10(x)(1)] [added: 10(uu)] to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. | | |

| [removed: [10(s)(2)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000042/ex10x2_2017.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10b_1q18.htm)[ff](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10b_1q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10b_1q18.htm)] | | | | | | [removed: Second Amendment to] Howmet Aerospace [removed: Supplemental Pension] [added: Inc. Legal Fee Reimbursement] Plan [removed: for Senior Executives] (formerly known as the Arconic [removed: Supplemental Pension Plan for Senior Executives),] [added: Inc. Legal Fee Reimbursement Plan),] effective [removed: January 1,] [added: as of April 30,] 2018, incorporated by reference to Exhibit [removed: 10(x)(2)] [added: 10(b)] 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: 2017.] [added: 2018.] | | |

| [removed: [10(t)](http://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)[s](http://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)[)](http://www.sec.gov/Archives/edgar/data/4281/0000004281-99-000005.txt)] | | | | | | Deferred Fee Estate Enhancement Plan for Directors, effective July 10, 1998, incorporated by reference to Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. | | |

| [removed: [10(u)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)[t](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-2.htm)] | | | | | | Howmet Aerospace Inc. Change in Control Severance Plan, as Amended and Restated, effective September 17, 2021, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 23, 2021. | | |

| [removed: [10(v)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)[u](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921118820/tm2128278d1_ex10-1.htm)] | | | | | | Howmet Aerospace Inc. Executive Severance Plan, as Amended and Restated, effective September 17, 2021, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 23, 2021. | | |

| [removed: [10(w)](http://www.sec.gov/Archives/edgar/data/4281/000000428122000004/exhibit10w.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428119000031/ex10hh_4q18.htm)[w](http://www.sec.gov/Archives/edgar/data/4281/000000428119000031/ex10hh_4q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000031/ex10hh_4q18.htm)] | | | | | | Letter Agreement, [removed: by and between] [added: from] Arconic Inc. [removed: and Michael N. Chanatry,] [added: to Ken Giacobbe,] dated as of [removed: March 20, 2018,] [added: February 14, 2019,] incorporated by reference to Exhibit [removed: 10(w)] [added: 10(hh)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021.] [added: 2018.] | | |

| [removed: [10(x)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000031/ex10hh_4q18.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)[x](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)] | | | | | | Letter Agreement, [removed: from] [added: by and between] Arconic Inc. [removed: to Ken Giacobbe,] [added: and John C. Plant,] dated as of February [removed: 14,] [added: 13,] 2019, incorporated by reference to Exhibit [removed: 10(hh)] [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: 2018.] [added: 2019.] | | |

| [removed: [10(y)](http://www.sec.gov/Archives/edgar/data/4281/000000428119000059/ex10a_1q19.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex101_2q21.htm)[ww](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex101_2q21.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428121000068/ex101_2q21.htm)] | | | | | | Letter Agreement, by and between [removed: Arconic] [added: Howmet Aerospace] Inc. and [removed: John C. Plant,] [added: Lola Lin,] dated as of [removed: February 13, 2019,] [added: May 5, 2021,] incorporated by reference to Exhibit [removed: 10(a)] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019.] [added: June 30, 2021.] | | |

| [removed: [10(z)](http://www.sec.gov/Archives/edgar/data/4281/000114420419037483/tv526644_ex10-1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)[bb](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm)] | | | | | | Letter Agreement, by and between [removed: Arconic] [added: Howmet Aerospace] Inc. and John C. Plant, dated as of [removed: August 1, 2019,] [added: October 14, 2021,] incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K [removed: dated August 2, 2019.] [added: filed on October 14, 2021.] | | |

| [removed: [10(gg)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10b_1q18.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)[mm](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)[)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000060/ex10a_1q18.htm)] | | | | | | [added: Terms and Conditions for Restricted Share Units for Annual Director Awards under the 2013] Howmet Aerospace [removed: Inc. Legal Fee Reimbursement Plan (formerly known] [added: Stock Incentive Plan,] as [removed: the Arconic Inc. Legal Fee Reimbursement Plan),] [added: Amended and Restated,] effective [removed: as of April 30, 2018,] [added: December 5, 2017,] incorporated by reference to Exhibit [removed: 10(b)] [added: 10(a)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. | | |

| [removed: [10(hh)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex1012013howmetaerospa.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)[pp](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex105globalstockoption.htm)] | | | | | | [removed: 2013 Howmet Aerospace] [added: Global] Stock [removed: Incentive Plan, as Amended and Restated,] [added: Option Award Agreement,] effective September 30, 2020, incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

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

| [removed: [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)] [added: [10(ll)](http://www.sec.gov/Archives/edgar/data/4281/000000428118000109/ex10f_2q18.htm)] | | | | | | [removed: Global] [added: Form of] Stock Option Award Agreement, [removed: effective January 19, 2018,] incorporated by reference to Exhibit [removed: 10(uu)] [added: 10(f)] 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 31, 2017.] [added: June 30, 2018.] | | |

| [removed: [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)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)[qq](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)[)](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex106globalspecialrete.htm)] | | | | | | [removed: Form of Stock Option] [added: Global Special Retention] Award Agreement, [added: effective September 30, 2020,] incorporated by reference to Exhibit [removed: 10(f)] [added: 10.6] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2018.] [added: 2020.] | | |

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

| [removed: [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)] [added: [10(](https://www.sec.gov/Archives/edgar/data/4281/000000428120000185/ex107termsandcondition.htm)[rr](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 Restricted Share [removed: Units for Annual Director Awards under the 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated,] [added: Units,] effective [removed: December 5, 2017,] [added: September 30, 2020,] incorporated by reference to Exhibit [removed: 10(a)] [added: 10.7] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2018.] [added: September 30, 2020.] | | |

| [10(c)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10c.htm) | | | | | | Term Loan Agreement, dated as of November 22, 2023, among Howmet Aerospace Inc, the lenders named therein, and Sumitomo Mitsui Banking Corporation, as administrative agent. | | |

| [10(f)(3)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10f3.htm) | | | | | | Third Amendment to the Howmet Aerospace Hourly Retirement Savings Plan, as Amended and Restated. | | |

| [10(f)(4)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10f4.htm) | | | | | | Fourth Amendment to the Howmet Aerospace Hourly Retirement Savings Plan, as Amended and Restated. | | |

| [10(g)(2)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10g2.htm) | | | | | | Second Amendment to the Howmet Aerospace Salaried Retirement Savings Plan, as Amended and Restated. | | |

| [10(m)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m.htm) | | | | | | Howmet Aerospace Deferred Compensation Plan, as amended and restated February 1, 2020. | | |

| [10(m)(1)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10m1.htm) | | | | | | First Amendment, effective January 1, 2024, to the Howmet Aerospace Deferred Compensation Plan, as Amended and Restated. | | |

| [1](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10dd.htm)[0(dd)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10dd.htm) | | | | | | Restricted Share Unit Award Agreement with John C. Plant as of February 15, 2024. | | |

| [1](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10gg.htm)[0(gg)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10gg.htm) | | | | | | Howmet Aerospace Inc. 2020 Annual Cash Incentive Plan, as Amended and Restated. | | |

| [10(hh)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10hh.htm) | | | | | | 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated. | | |

| [10(ss)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10ss.htm) | | | | | | Global Restricted Share Unit Award Agreement, effective December 7, 2023. | | |

| [10(tt)](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/exhibit10tt.htm) | | | | | | Global Special Retention Award Agreement, effective December 7, 2023. | | |

| [97](https://www.sec.gov/Archives/edgar/data/4281/000000428124000007/ex97_4q23.htm) | | | | | | Executive Officer Incentive Compensation Recovery Policy. | | |

| | | | | | | | | |

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

| [10(aa)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-1.htm) | | | | | | Letter Agreement, by and between Arconic Inc. and John C. Plant, dated as of February 24, 2020, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 25, 2020. | | |

| [10(bb)](https://www.sec.gov/Archives/edgar/data/4281/000110465920072981/tm2022493d1_ex10-1.htm) | | | | | | Letter Agreement between Howmet Aerospace Inc. and John C. Plant, dated as of June 9, 2020, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 12, 2020. | | |

| [10(cc)](https://www.sec.gov/Archives/edgar/data/4281/000110465921126302/tm2130070d1_ex10-1.htm) | | | | | | Letter Agreement, by and between Howmet Aerospace Inc. and John C. Plant, dated as of October 14, 2021, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2021. | | |

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

| [10(ff)](http://www.sec.gov/Archives/edgar/data/4281/000110465920024467/tm2010854d1_ex10-2.htm) | | | | | | Letter Agreement between Arconic Inc. and Tolga Oal, dated as of February 24, 2020, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 25, 2020. | | |

| [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 Deferred Fee Restricted Share Units for Director Awards under the 2013 Howmet Aerospace Stock Incentive Plan, effective November 30, 2016, incorporated by reference to Exhibit 10(ww) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. | | |

| [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 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(](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) | | | | | | Global Stock Option Award Agreement, effective September 30, 2020, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. | | |

| [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 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(](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 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(](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 - 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 for the quarter ended June 30, 2021. | | |

| February [removed: 14, 2023] [added: 13, 2024] | | | By | | | /s/ Barbara L. Shultz | | |

| /s/ John C. Plant | | | | | | February [removed: 14, 2023] [added: 13, 2024] | | |

| /s/ Ken Giacobbe | | | | | | February [removed: 14, 2023] [added: 13, 2024] | | |

[removed: Schmidt,] [added: Smith,] each as a Director, on February [removed: 14, 2023,] [added: 13, 2024,] by Barbara L.

Miller, Ulrich R.

Schmidt and Gunner S.

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

Miller, Nicole W.

Piasecki and Ulrich R.