Howmet Aerospace Inc. — Proxy Solicitation & Information Statement 2017

May 9, 2017

DEFA14A 1 d382530ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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ARCONIC INC.

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Arconic Inc. posted the following information on its web site at www.arconic.com/global/en/investors/annual-meeting.asp :

Hear from Others 2017 Annual Meeting Hear from Others “Elliott would like to commend the Board and management team for the significant steps taken to build a better Alcoa Inc. and maximize value for shareholders.” Elliott Presentation to Alcoa | November 9, 2015 “Auto was really terrific, aerospace was really terrific, this will turn out to be a great aerospace play . . . . The company is really set up for a couple of great years. “ Jim Cramer on Arconic’s First Quarter Results | CNBC Squawk on the Street, April 26, 2017 “Arconic, the specialised metals company under siege by activist investor Elliott Management, has reported first-quarter earnings and revenues that are significantly higher than analysts’ expectations, helping support its defence against pressure for an overhaul of its board.” Ed Crooks | Financial Times, April 25, 2017 “Elliott “comps” ARNC’s EPS segment margin vs. PCP’s EBITDA margin during 2008-2015, a period during which PCP was over-earning relative to what current and future conditions would allow. In effect, the benchmark that Elliott cites is an unrealistic bar”

Cowen & Co. | March 29, 2017 “Arconic Inc. posted first-quarter earnings that exceeded analysts’ expectations, providing ... fresh ammunition to defend against Elliott Management Corp.’s proxy campaign to replace four directors.” Jack Kaskey | Bloomberg, April 25, 2017 “Alcoa has gone from being an inert, bloated, expensive commodity producer, to a relatively inexpensive efficient maker of aluminum and a hothouse of organic growth ideas to solve unmet needs, especially in the automobile and aerospace industries.” Jim Cramer | CNBC, April 15, 2015 “Investments in technology and rate readiness are more important than ever within the supply chains of our growing aviation industry. GE supports the Arconic commitment to those priorities and the long-term future of our industry.” David Joyce | Vice Chair, GE President & CEO, GE Aviation, February 2017 “For us to succeed, supply chain advancements in metallurgy and advanced manufacturing are fundamental Arconic has built up significant materials science, precision manufacturing, and additive manufacturing expertise and has become a key partner to Airbus for new technologies.“ Tom Enders | Chief Executive Officer, Airbus Group, March 2017 “ we need our top-tier suppliers operating as true business and industry partners [Arconic has] improved our business relationship by focusing in the right areas, increasing our collective competitiveness and delivering innovation and greater value to the customers we serve together in global markets.” Dennis Muilenburg | Chairman, President & CEO, The Boeing Company, March 2017

“UTC supports Arconic management as they remain focused on the investments that will secure sustainable, long-term growth for UTC, for Arconic, and for our entire industry.” Gregory Hayes | Chairman, President & CEO, United Technologies Corp., March 2017 “Submitting to the demands of these hedge funds, whose interests likely focus on their short-term returns as opposed to the long-term needs of the business, poses too great a risk for Arconic’s employees and other stakeholders, as well as for communities in which Arconic operates.” United Steelworkers/Workers Uniting | February 10, 2017 “Arconic has emerged as a critical player on aerospace, naval and ground systems, relied upon by OEMs and the government for innovative technologies and products that redefine what is possible in terms of performance and weight and cost reduction. continuing to invest in R&D to maintain Arconic’s technical leadership is key to growth in the face of stiff competition.” William Cohen | Former U.S. Secretary of Defense, March 2017 some aspects of Elliott’s letter [were] “pretty juvenile and petty.” Carol Levenson | Gimme Credit, February 6, 2017 “We believe Arconic has the industry leading position in downstream aerospace and has signed over $12 billion in new aerospace contracts over the past 18 months We believe EBITDA targets provided by ARNC are very achievable in 2017.” Curt Woodworth| Credit Suisse, December 12, 2016

“The USW opposes efforts by hedge fund Elliott Management to select the next CEO and nominate four new individuals to the Arconic board,” said Leo W. Gerard, USW International President. ...Elliott has shown no long-term commitment to ownership in Arconic. It is simply seeking to engineer a short-term price increase at the long-term expense of the company, its other shareholders and its employees. The United Steelworkers (USW) | May 3, 2017 “Over the last several years, AA has made a considerable effort to grow its downstream businesses, particularly those exposed to the aerospace market, through both acquisitions and market share gains. At the same time Alcoa has been executing a strategy of rationalization of its upstream cost structure.” Michael Gambardella| J.P. Morgan, September 28, 2016 “Elliott’s cost forecasts oversimplify Arconic’s diverse set of business lines, expenses and end markets.” John Tumazos| Very Independent Research LLC, February 7, 2017 Permission to use some quotations neither sought nor obtained.

Keep Arconic Strong. Vote the NEW WHITE Proxy Card: the Right Board, the Right Strategy and the Right Kind of Change. Forward–Looking StatementsThis communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (h) the impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market. Non-GAAP Financial MeasuresSome of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional InformationArconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy Legal Notices Integrity Line Sitemap Copyright © 2017 Arconic

Get the Facts Get the Facts 2017 Annual Meeting / Get the Facts Letters and Press Releases Presentations and Fact Sheets News 8 Things You Should Know About Arconic 1 2 3 4 5 6 7 8 Strong First Full Quarter As New Independent Company Arconic Is On The Right Track 4.5% Revenue Increase $61 Million Net Cost Savings 1Q 2017

Elliott is Seeking Extraordinary Influence Through Questionable Tactics Attempting to hand-pick Arconic Rejected settlement after previously agreeing on terms—twice Seeking to designate a new Operations Committee Rejected offer for two of its nominees to join the Board To Our Customers, We are Mission Critical Airbus Boeing UTC GE The Facts are Clear: Arconic’s Track Record is Strong Margins More than Doubled 2008-2016 $13 Billion in New Aerospace Contracts since 2015 Industry Leadership ~80% of 2016 revenue from #1 or #2 market positions Fortune Most Admired Metals Company since 2012 Shareholder Value New & Independent Board 1Based on combined segment adjusted EBITDA margin. Reconciliations of non-GAAP financial measures are included in an attachment to this communication

Defined Plan for Value Creation Over the Next Three Years Arconic Plans to: Grow Revenue Increase Profitability Reduce Debt Double Free Cash Flow Arconic has already created $8 Billion of Shareholder Value in 8 Years3 1Compounded annual growth rate from year end 2017 to year end 2019 2Adjusted combined segment EBITDA margin expansion 2016A – 2019. 3Value represents the aggregate change in market value of the total shares outstanding of Alcoa Inc. from March 18, 2009 through March 1, 2017, plus dividends. The value is calculated using the package value to Alcoa Inc. shareholders from March 18, 2009 through March 1, 2017. Package value to Alcoa Inc. shareholders includes Alcoa Inc. total shareholder return through October 31, 2016. From November 1, 2016 through March 1, 2017, package value to the Alcoa Inc. shareholder is calculated based on the performance of 1 share of Arconic and 1/3 share of Alcoa Corp. On November 1, 2016, as a result of the separation, every shareholder of Alcoa Inc. retained 1 share of Arconic and received 1/3 share of Alcoa Corp. for every 1 share of Alcoa Inc.; the package value calculates the total value to the former Alcoa Inc. shareholder over the specified time period. Calculation based on closing prices and reflects Arconic analysis of Capital IQ data. Cutting-Edge Innovation Investing in R&D for a healthy pipeline of technology to create a successful future Arconic is capable of producing 90% of structural and rotating parts in aero engines Arconic invented more than 90% of all aluminum alloys that have flown. 47% lighter than steel equivalent, Arconic Today, one out of three aluminum doors in North America are Arconic Vote the White Card Keep Arconic Strong. Vote the White Proxy Card: the Right Board, the Right Strategy and the Right Kind of Change.

Letters and Press Releases May 4, 2017 Arconic Adds Two Exceptional Director Candidates to Company Slate, Bringing Valuable Aerospace Expertise May 4, 2017 Arconic’s Board of Directors Urges Shareholders to Choose Strong Arconic Governance over Questionable Elliott Tactics April 24, 2017 Arconic Postpones Annual Meeting; Is Willing to Nominate Two Elliott Director Nominees to Resolve Proxy Contest April 17, 2017 Arconic Announces Leadership Change April 11, 2017

Arconic Urges Shareholders to Ask Elliott Important Questions April 10, 2017 Customers Endorse Arconic Management, Strategy April 5, 2017 Arconic Board Issues New Letter to Shareholders March 27, 2017 Arconic Highlights Board Strength, Management’s Record of Execution and Elliott Management’s Misunderstanding of Arconic’s Business March 24, 2017

Arconic Board Affirms: Company has Right Leadership, Right Strategy to Deliver Shareholder Value March 17, 2017 Letter to Shareholders: Protect the Value of Your Investment March 13, 2017 Arconic Files Definitive Proxy Materials, Issues Open Letter to Shareholders: Vote the WHITE Proxy Card March 2, 2017 Independent Directors of Arconic Board Publish New Letter to Shareholders March 2, 2017

Arconic Announces Appointment of David P. Hess to Board of Directors February 7, 2017 Arconic Comments on Elliott Management’s Multiple Restatements of its Own Financial Analysis February 6, 2017 Independent Directors of Arconic Board Publish Letter to Shareholders January 31, 2017 The 12 Independent Directors of Arconic – Three of Whom Were Nominated by Elliott – Support Arconic Management and Klaus Kleinfeld as Chairman and CEO

Presentations and Fact Sheets Shareholder Value Creation of $8 Billion in 8 Years May 8, 2017 8 Things You Should Know About Arconic Arconic’s Board Has Deep Experience and Is Focused on Creating Shareholder Value May 4, 2017 Arconic’s Board Has Deep Experience and Is Focused on Creating Shareholder Value New Presentation for Arconic Investors May 4, 2017

New Presentation for Arconic Investors Key Arconic Customers – Airbus, Boeing, United Technologies and GE Aviation—Endorse Company Management Team and Strategy April 10, 2017 Key Arconic Customers – Airbus, Boeing, United Technologies and GE Aviation—Endorse Company Management Team and Strategy The Facts: Arconic Leadership Has Delivered $8B in Shareholder Wealth Over the Last 8 Years1 April 5, 2017 The Facts: Arconic Leadership Has Delivered $8B in Shareholder Wealth Over the Last 8 Years1 Keep Arconic Strong. Protect the Value of Your Investment. March 31, 2017

Keep Arconic Strong. Protect the Value of Your Investment. Driving Value Through Focused Execution and Innovation March 27, 2017 Driving Value Through Focused Execution and Innovation Infographic February 6, 2017

Arconic Information News From Weeks to Days, Our 3D Printing Tech Keeps Our Customers on the Cutting Edge April 11, 2017 CNBC: 3D Printing Keeps Customers on the Cutting Edge Nightly Business Report: Manufacturing Advances Cut Time and Costs April 11, 2017 Nightly Business Report: Additive Manufacturing Cuts Time and Costs (advance to 19:50)

Forward–Looking Statements This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (h) the impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market. Non-GAAP Financial Measures Some of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional Information Arconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy| Legal Notices| Integrity Line| Sitemap| Copyright © 2017 Arconic|

Board Nominees Board Nominees 2017 Annual Meeting / Nominees Arconic’s Director Nominees Provide Fresh Perspectives, Critical Skills and Relevant Expertise Our director candidates are all accomplished professionals who will help guide Arconic as it recruits a permanent Chief Executive Officer and builds upon its strong first quarter 2017 financial results. Three of our nominees are current Board members (none having served for more than 16 months), and two are entirely new nominees who have not yet served on Arconic’s Board. Together, these five nominees bring decades of experience in aerospace and defense, and share an unwavering dedication to shareholder interests. We hope you will join us in voting for them.

Vote for Arconic’s director nominees and governance proposals on the NEW WHITE proxy card. Vote the White Card James Albaugh James “Jim” F. Albaugh New Nominee •Internationally recognized aerospace executive who was the President and Chief Executive Officer of Boeing Commercial Airplanes until his retirement in 2012 •Chairman of the National Aeronautic Association, past Chairman of the Aerospace Industries Association and serves on the Boards of American Airlines and Harris Corporation Full Biography>

Amy Alving Amy E. Alving Joined November 2016 •Technology leader whose career spans business, government, cybersecurity, defense and academia •Former CTO of Science Applications International Corporation (SAIC), one of the largest U.S. defense contractors; Former Director, Special Projects Office at DARPA, a highly respected agency of the U.S. Department of Defense responsible for the development of emerging technologies for use by the military Full Biography> David Hess David P. Hess Joined March 2017; Appointed Interim CEO April 2017 •Numerous leadership roles over a nearly 40-year career with aerospace and defense companies •Former EVP and Chief Customer Officer for Aerospace at United Technologies Corp.; Former President of Pratt & Whitney Full Biography>

Ulrich Schmidt Ulrich R. Schmidt Joined February 2016 following nomination by Elliott Management •Background of over 22 years in the aerospace industry, plus financial management and strategic planning experience as an executive and director •Former EVP and CFO of Spirit Aerosystems Holdings, Inc.; Former EVP and CFO of Goodrich Corporation; Former Director of aerospace supplier Precision Castparts Corporation Full Biography> General Janet Wolfenbarger General Janet C. Wolfenbarger New Nominee •Retired Four-Star General who was responsible for procurement, science and technology, test and evaluation, logistics and supply chain for the U.S. Air Force, where she oversaw an approximately $60 billion annual budget, including a large portion of the $1 billion of business that Arconic does in the defense industry; first female Four-Star General in Air Force history •Background of 35 years as a commissioned officer in the U.S. Air Force with a Master’s degree in Aeronautics and Astronautics from the Massachusetts Institute of Technology Full Biography>

Vote the White Card Keep Arconic Strong. Vote the NEW WHITE Proxy Card: the Right Board, the Right Strategy and the Right Kind of Change. Forward–Looking Statements This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (h) the impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market. Non-GAAP Financial Measures Some of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional Information Arconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy| Legal Notices| Integrity Line| Sitemap| Copyright © 2017 Arconic|

2017 Proxy Statement 2017 Annual Meeting Proxy Annual Meeting: Thursday, May 25, 2017 at 9:00AM EDT The Performing Arts Center–Purchase College, SUNY-Purchase, NY Proxy Statement Supplement Meet our Nominees Annual ReportHighlights MoreInformation Keep Arconic Strong. Vote the NEW WHITE Proxy Card: the Right Board, the Right Strategy and the Right Kind of Change.

Proposals: 1Election of Directors 2Appointment of Independent Registered Public Accounting Firm 3Advisory Vote to Approve Executive Compensation 4Advisory Vote to Approve Frequency of Vote on Executive Compensation 5Eliminate Supermajority Voting: Fair Price Protection 6Eliminate Supermajority Voting: Director Elections 7Eliminate Supermajority Voting: Removal of Directors 8Eliminate the Classification of the Board of Directors 9Shareholder Proposal: Elimination of Supermajority Provisions

Forward–Looking StatementsThis communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (h) the impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market. Non-GAAP Financial MeasuresSome of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional InformationArconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy Legal Notices Integrity Line Sitemap Copyright © 2017 Arconic