Independent Directors of Arconic Board Publish Letter to Shareholders

February 6, 2017

Arconic Board Reinforces Unanimous Support of Company Strategy, Chairman and CEO Klaus Kleinfeld

The Independent Directors of the Arconic (NYSE: ARNC) Board published a
letter to all shareholders today, reinforcing their unanimous support of
the Company’s strategic direction under the continued leadership of
Chairman and CEO Klaus Kleinfeld. The full text of the letter follows.

To Fellow Arconic Shareholders:

As the independent directors of Arconic, we are writing to express our
confidence in Arconic’s strategic direction, executive leadership and
prospects and to affirm our commitment to providing strong oversight on
your behalf. As your Board, we believe Arconic is at a pivotal moment
after separating from Alcoa Corporation just three months ago.

As a newly standalone company, Arconic is on a journey eight years in
the making, and we are now one of the leading advanced manufacturers of
highly engineered parts for the aerospace, auto, building and power
industries with strong market positions. At this crucial time, we
believe that continuity of leadership, an unwavering focus on building
our business and delivering on our promises and the continued active
involvement of our strong, independent Board will be critical to
delivering strong shareholder returns.

The makings of today’s Arconic began when Klaus Kleinfeld was appointed
CEO of Alcoa Inc. in May 2008. In the eleven months following his
appointment, aluminum prices plummeted by more than 60 percent from
highs of over $3,270 per metric ton as the global financial crisis
unfolded. Alcoa Inc. entered that severe downturn as a commodity-focused
company with a debt burden of more than $10 billion and underfunded
pension/OPEB obligations of more than $5 billion. Alcoa Inc. faced
severe liquidity concerns that threatened the survival of the company,
with dire prospects if a way to turn matters around could not be found
and executed upon.

Facing these pressures and risks, the management team simultaneously
implemented a comprehensive cash sustainability program and made the
prudent decision in March of 2009 to raise approximately $1.5 billion of
cash to strengthen the balance sheet. Collectively, these actions saved
the company and set the stage for the successful execution of a
multi-year transformation.

Following this crisis period, Klaus Kleinfeld led the management team in
taking a series of actions to reshape Alcoa Inc.’s portfolio to create
two strong value engines. Last year, with much analysis and forethought,
the management team and the Board proactively conceived and executed a
separation of the businesses, culminating in the launch of Arconic and
Alcoa Corporation as independent, industry-leading companies on November
1, 2016.

The separation has enhanced the respective businesses and unlocked
substantial value thus far: the pre-split shareholders of Alcoa Inc.
have seen their investment increase in value by a combined 32 percent
(including dividends) from November 1, 2016 close through January 27,
2017. Arconic’s stock price has increased by 19.5 percent over that
period.

Going forward, Mr. Kleinfeld and the management team are 100 percent
focused on continuing to improve operating results, expand margins and
improve return on net assets. In connection with the creation of Arconic
as a newly standalone company and as part of its active oversight role,
the Board will create a Finance Committee that will be focused on
maximizing return on investment and capital efficiency across the
company.

We know there is more the company can do and that there is even greater
value potential to be unlocked, and we are driving the company and
management in pursuing stronger performance and maximizing shareholder
value at Arconic. We are confident that we have the right strategy and
the right team, and that the company is in the best position it has
enjoyed since the financial crisis.


Optimization of Portfolio and Margins

As part of Alcoa Inc.’s transformation, Mr. Kleinfeld led the management
team in executing a strategic shift in the focus of Alcoa Inc.’s
value-add business to the key markets of automotive and
aerospace—building the company that today is Arconic.

Not only has the management team optimized the portfolio of the business
since 2008, they also substantially strengthened its fundamentals.
Arconic has continued to improve its profitability through decisive
action, with combined segment adjusted earnings before interest, tax,
depreciation and amortization (EBITDA) percentage margin increasing from
6.9 percent in 2008 to 16.6 percent in 2016.1 Indeed, each
Arconic business has also seen impressive margin growth:

  • Engineered Products & Services: Increased adjusted EBITDA percentage
    margin from 13 percent to 21 percent
  • Global Rolled Products: Increased adjusted EBITDA percentage margin
    from 3 percent to 12 percent; EBITDA/MT from $113 to $364
  • Transportation & Construction Solutions: Increased adjusted EBITDA
    percentage margin from 6 percent to 16 percent

As a result of the strategic transformation and operational
improvements, Arconic is well positioned for future growth. The company
is targeting revenue to grow at a 7 percent to 8 percent compound annual
growth rate (CAGR) from 2017 through 2019, and is aiming to generate an
improvement in combined segment-adjusted EBITDA percentage margin from
17 percent to 19 percent. The combination of top-line growth and margin
expansion will create significant additional free cash flow and profits,
and enhance shareholder value.


Creation of an Aerospace and Automotive Leader

Mr. Kleinfeld and his management team established Arconic as a premier
aerospace and automotive supplier. Alcoa Inc. was once an aluminum
supplier, whereas today Arconic is a true material-agnostic precision
engineering and advanced manufacturing leader. In fact, Arconic can now
supply 90 percent of the components of a commercial jet engine, and its
content flies from nose to tail on both metallic and carbon fiber
reinforced plastic (CFRP) airframes. The results speak for themselves:
Arconic won $13 billion worth of new aerospace contracts from 2015
through 2016, and its automotive sheet revenue is expected to grow from
$117 million in 2011 to $1.3 billion in 2018.


Controlling Costs

Arconic has pursued productivity increases and cut costs and will
continue to do so. In fact, since 2008 through the separation in
November 2016, Alcoa Inc. achieved cost savings of over $10 billion, or
ca. $1.3 billion annually, through various initiatives with
approximately 30 percent of the total hitting the bottom line as net
savings. Arconic’s corporate overhead costs are in-line with its peers
at 1.5 percent of revenue in 2016, and management is moving to further
reduce spending and lower corporate overhead to 1.1 percent of revenue
in 2017 and down to less than 1 percent by 2019.

________________________________

1 Reconciliations of non-GAAP financial measures to the
most directly comparable GAAP measures can be found in the schedules to
this communication.

________________________________


Successful Launch of Alcoa Corporation

Another indicator of the success of the company’s transformation
strategy is the successful launch of Alcoa Corporation. One of the first
steps Mr. Kleinfeld and his team took in 2009 was to restructure Alcoa
Inc.’s upstream business. Over time this included:

  • Shuttering 43 percent of high-cost smelting capacity and 35 percent of
    high-cost refining capacity
  • Separating the energy assets from smelting assets to establish a
    highly profitable energy business and enabling the curtailment and
    closure of unprofitable smelters in Brazil
  • Growing Value-Add cast house portfolio from 57 percent of shipments in
    2010 to 67 percent of shipments in 2015 to enhance margins
  • Introducing a new pricing mechanism for alumina—the Alumina Price
    Index—which unshackled the refining business from the LME price for
    aluminum
  • Establishing the company’s third-party bauxite business.

These measures substantially lowered the cost position of the upstream
business to improve margins. They lowered the position on the cost
curves by 13 points each from 2010 to 2016, creating a first quartile
alumina business and a strong second quartile aluminum portfolio.

Alcoa Corporation was designed to be well positioned to separate and
operate independently from a strategic and financial standpoint. At a
time of low commodity prices, the separation was structured such that
Arconic took on $8.8 billion of debt to ensure Alcoa Corporation started
with a strong balance sheet and had the ability to weather through
commodity cycles.

To be fair to shareholders of both companies, Arconic also chose to
retain a 19.9 percent stake in Alcoa Corporation and will continue to
review options for responsibly managing the stake, taking into account
its continued upside potential. The stake has increased in value
considerably since the separation as Alcoa’s stock rose, providing
Arconic with additional financial flexibility, including to reduce debt
or invest further in the business.


Looking Ahead: A Strong Future

Management’s accomplishments – the turnaround, the transformation, the
growth, the discipline – are clear, and Arconic will continue to build
on them. After leading the turnaround of Alcoa Inc., working with the
Board to create two strong value engines, launch them as independent
companies, and deliver significant shareholder value as a result, Mr.
Kleinfeld and his leadership team bring the experience and execution
that Arconic needs.

This is a critically important, formative time for Arconic. As a
Company, we cannot afford to be distracted. The Arconic Board is
actively engaged and has 12 independent directors, half of whom joined
the Board just last year. We are proud of the Company, its many
accomplishments and the opportunities before us, and we unanimously
support Klaus Kleinfeld in his role as Chairman and Chief Executive
Officer and his management team.

Sincerely,

The Independent Directors of Arconic Inc.:

    Patricia F. Russo, Lead Independent Director     Amy E. Alving
Arthur D. Collins, Jr. Rajiv L. Gupta
Sean O. Mahoney E. Stanley O’Neal
John C. Plant L. Rafael Reif
Julie G. Richardson Ulrich R. Schmidt
Sir Martin Sorrell Ratan N. Tata
 

About Arconic

Arconic Inc. (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensure customer success and shareholder value. For more
information: www.arconic.com.
Follow @arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.

Dissemination of Company Information

Arconic intends to make future announcements regarding Company
developments and financial performance through its website at www.arconic.com.

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, statements and guidance regarding future financial results
or operating performance. 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, 2015, 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.

Important Additional Information

Arconic Inc. (“Arconic”) intends to file a proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Proxy
Statement”) with an associated WHITE proxy card. Arconic, its directors
and certain of its executive officers will be participants in the
solicitation of proxies from shareholders in respect of the 2017 Annual
Meeting. Information regarding the names of Arconic’s directors and
executive officers and their respective interests in Arconic by security
holdings or otherwise is set forth in the Annual Report on Form 10-K of
Alcoa Inc., which was Arconic’s former name (“Alcoa”), for the fiscal
year ended December 31, 2015, filed with the SEC on February 19, 2016,
and Alcoa’s proxy statement for the 2016 Annual Meeting, filed with the
SEC on March 24, 2016. To the extent holdings of such participants in
Arconic’s securities are not reported, or have changed since the amounts
described, in the 2016 proxy statement, such changes have been reflected
on Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. Details concerning the
nominees of Arconic’s Board of Directors for election at the 2017 Annual
Meeting will be included in the 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, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders will be able to obtain a copy of the definitive 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 the definitive Proxy Statement and other relevant filed
documents 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
.

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.

 
Arconic and subsidiaries
 
Calculation of Financial Measures (unaudited)
(dollars in millions, except per metric ton amounts)
 
Segment Measures Arconic Combined Segments

Adjusted EBITDA

 

   ($ in millions)

Year ended

December 31,


2016

 
Net (loss) income attributable to Arconic $ (931 )
 
Discontinued operations(1) (121 )
 
Unallocated amounts (net of tax):
Impact of LIFO 11
Metal price lag (21 )
Interest expense 324
Corporate expense 306
Restructuring and other charges 114
Other(2)   1,405  
 
Combined segment After-tax operating income (ATOI) $ 1,087
 
Add combined segment:
Depreciation and amortization 504
Income taxes   472  
 
Combined segment Adjusted EBITDA $ 2,063  
 
Third party sales $ 12,394  
 
Adjusted EBITDA Margin 16.6 %
 
Arconic’s definition of Adjusted EBITDA (Earnings before interest,
taxes, depreciation, and amortization) is net margin plus an
add-back for depreciation and amortization. Net margin is equivalent
to Sales minus the following items: Cost of goods sold; Selling,
general administrative, and other expenses; Research and development
expenses; and Provision for depreciation and amortization. The Other
line in the table above includes gains/losses on asset sales and
other nonoperating items. Adjusted EBITDA is a non-GAAP financial
measure. Management believes that this measure is meaningful to
investors because Adjusted EBITDA provides additional information
with respect to Arconic’s operating performance and the Company’s
ability to meet its financial obligations. The Adjusted EBITDA
presented may not be comparable to similarly titled measures of
other companies.
 
(1)   On November 1, 2016, the former Alcoa Inc. was separated into two
standalone, publicly-traded companies, Arconic and Alcoa
Corporation, by means of a pro rata distribution of 80.1 percent of
the outstanding common stock of Alcoa Corporation to Alcoa Inc.
shareholders. Accordingly, the results of operations of Alcoa
Corporation have been reflected as discontinued operations for all
periods presented.
 
(2) Other includes a charge for valuation allowances related to the
November 1, 2016 separation ($1,267) and a net charge for the
remeasurement of certain deferred tax assets due to tax rate and tax
law changes ($51).
 
 
Arconic and subsidiaries
Calculation of Financial Measures (unaudited), continued
(dollars in millions, except per metric ton amounts)
 
Segment Measures Arconic Combined Segments

(1)

Adjusted EBITDA

 

   ($ in millions)

Year ended

December 31,


2008

 
After-tax operating income (ATOI) $ 532
 
Add:
Depreciation and amortization 361
Income taxes 275
Other   6  
 
Adjusted EBITDA $ 1,174
 
Add: Wire harness and electrical distribution adjusted EBITDA

(115

)

 
Adjusted EBITDA including wire harness and electrical distribution

$

1,059

(2)

 

Third Party Sales

$

14,144

 

Add: Wire harness and electrical distribution third party sales

1,206

 

Third Party Sales including wire harness and electrical
distribution

$

15,350

(2)

 
 
Adjusted EBITDA Margin including wire harness and electrical
distribution

6.9

%(2)

 
Arconic’s definition of Adjusted EBITDA (Earnings before interest,
taxes, depreciation, and amortization) is net margin plus an
add-back for depreciation and amortization. Net margin is equivalent
to Sales minus the following items: Cost of goods sold; Selling,
general administrative, and other expenses; Research and development
expenses; and Provision for depreciation and amortization. The Other
line in the table above includes gains/losses on asset sales and
other nonoperating items. Adjusted EBITDA is a non-GAAP financial
measure. Management believes that this measure is meaningful to
investors because Adjusted EBITDA provides additional information
with respect to Arconic’s operating performance and the Company’s
ability to meet its financial obligations. The Adjusted EBITDA
presented may not be comparable to similarly titled measures of
other companies.
 
(1)   For 2008, a reconciliation of combined segments adjusted EBITDA to
combined segments ATOI, which was the segment profit metric at the
time, has been provided. A reconciliation to Net (loss) income
attributable to Arconic is not available without unreasonable
efforts.
 
(2) Includes the wire harness and electrical distribution business which
was sold in 2009 and reflected in discontinued operations in the
2008 historical presentation.
 
 
Arconic and subsidiaries
Calculation of Financial Measures (unaudited), continued
(dollars in millions, except per metric ton amounts)
 
Segment Measures Global Rolled Products

Adjusted EBITDA

 

   ($ in millions)

Year ended

December 31,


2008

 

December 31,


2016

 
After-tax operating income (ATOI) $ (15 ) $ 269
 
Add:
Depreciation and amortization 190 201
Income taxes 50 107
Other   4      
 
Adjusted EBITDA $ 229   $ 577  
 
Total shipments (thousand metric tons) (kmt) 2,029 1,587
 
Adjusted EBITDA / Total shipments ($ per metric ton)

$

113

$

364

 
Third Party Sales $ 7,659   $ 4,864  
 
Adjusted EBITDA Margin 3.0 % 11.9 %
 

Arconic’s definition of Adjusted EBITDA (Earnings before interest,
taxes, depreciation, and amortization) is net margin plus an add-back
for depreciation and amortization. Net margin is equivalent to Sales
minus the following items: Cost of goods sold; Selling, general
administrative, and other expenses; Research and development expenses;
and Provision for depreciation and amortization. The Other line in the
table above includes gains/losses on asset sales and other nonoperating
items. Adjusted EBITDA is a non-GAAP financial measure. Management
believes that this measure is meaningful to investors because Adjusted
EBITDA provides additional information with respect to Arconic’s
operating performance and the Company’s ability to meet its financial
obligations. The Adjusted EBITDA presented may not be comparable to
similarly titled measures of other companies.

 
Arconic and subsidiaries
Calculation of Financial Measures (unaudited), continued
(dollars in millions, except per metric ton amounts)
 
Segment Measures Engineered Products and Solutions

(1)

Adjusted EBITDA

 

   ($ in millions)

Year ended

December 31,


2008

 

December 31,


2016

 
After-tax operating income (ATOI) $ 465 $ 642
 
Add:
Depreciation and amortization 118 255
Income taxes 225 298
Other   2      
 
Adjusted EBITDA $ 810 $ 1,195
 
Add: Wire harness and electrical distribution adjusted EBITDA (115 ) N/A
 
Adjusted EBITDA including wire harness and electrical distribution $

695

(1)

$ 1,195  
 
Third Party Sales $ 4,215 $ 5,728
 

Add: Wire harness and electrical distribution third party sales

1,206

N/A

 

Third Party Sales including Wire harness and electrical
distribution

$

5,421

(1)

$

5,728

 
 
Adjusted EBITDA Margin including wire harness and electrical
distribution

12.8

%(1)

20.9

%

 
Arconic’s definition of Adjusted EBITDA (Earnings before interest,
taxes, depreciation, and amortization) is net margin plus an
add-back for depreciation and amortization. Net margin is equivalent
to Sales minus the following items: Cost of goods sold; Selling,
general administrative, and other expenses; Research and development
expenses; and Provision for depreciation and amortization. The Other
line in the table above includes gains/losses on asset sales and
other nonoperating items. Adjusted EBITDA is a non-GAAP financial
measure. Management believes that this measure is meaningful to
investors because Adjusted EBITDA provides additional information
with respect to Arconic’s operating performance and the Company’s
ability to meet its financial obligations. The Adjusted EBITDA
presented may not be comparable to similarly titled measures of
other companies.
 
(1) Includes the wire harness and electrical distribution business which
was sold in 2009 and reflected in discontinued operations in the
2008 historical presentation.
 
 
Arconic and subsidiaries
Calculation of Financial Measures (unaudited), continued
(dollars in millions, except per metric ton amounts)
 
Segment Measures Transportation and Construction Solutions

Adjusted EBITDA

 

   ($ in millions)

Year ended

December 31,


2008

 

December 31,


2016

 
After-tax operating income (ATOI) $ 82 $ 176
 
Add:
Depreciation and amortization 53 48
Income taxes 67
Other        
 
Adjusted EBITDA $ 135   $ 291  
 
 
Third Party Sales $ 2,270   $ 1,802  
 
Adjusted EBITDA Margin 5.9 % 16.1 %
 

Arconic’s definition of Adjusted EBITDA (Earnings before interest,
taxes, depreciation, and amortization) is net margin plus an add-back
for depreciation and amortization. Net margin is equivalent to Sales
minus the following items: Cost of goods sold; Selling, general
administrative, and other expenses; Research and development expenses;
and Provision for depreciation and amortization. The Other line in the
table above includes gains/losses on asset sales and other nonoperating
items. Adjusted EBITDA is a non-GAAP financial measure. Management
believes that this measure is meaningful to investors because Adjusted
EBITDA provides additional information with respect to Arconic’s
operating performance and the Company’s ability to meet its financial
obligations. The Adjusted EBITDA presented may not be comparable to
similarly titled measures of other companies.



Arconic Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com