UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-3610

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)


Delaware						25-0317820
(State of incorporation)						(I.R.S. Employer Identification No.)

201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872

(Address of principal executive offices) (Zip code)

Investor Relations 412-553-1950

Office of the Secretary 412-553-1940

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HWM	New York Stock Exchange
$3.75 Cumulative Preferred Stock, par value $100.00 per share	HWM PR	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ✓ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ✓ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~November 1, 2021,~~April 29, 2022, there were ~~427,217,982~~417,914,089 shares of common stock, par value $1.00 per share, of the registrant outstanding.

TABLE OF CONTENTS


		Page
Part I
Item 1.	Financial Statements and Supplementary Data	3
	Statement of Consolidated Operations for the ~~Third~~First Quarter Ended March 31, 2022 and ~~Nine Months Ended September 30,~~ 2021 ~~and 2020~~	3
	Statement of Consolidated Comprehensive Income for the ~~Third~~First Quarter Ended March 31, 2022 and ~~Nine Months Ended September 30,~~ 2021 ~~and 2020~~	4
	Consolidated Balance Sheet as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	5
	Statement of Consolidated Cash Flows for the ~~Nine Months~~First Quarter Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6
	Statement of Changes in Consolidated Equity for the ~~Third~~First Quarter Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	7
	~~Statement of Changes in Consolidated Equity for the Nine Months Ended September 30, 2021 and 2020~~	8
	Notes to the Consolidated Financial Statements	98
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2920
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3625
Item 4.	Controls and Procedures	3625
Part II
Item 1.	Legal Proceedings	3726
Item 1A.	Risk Factors	3726
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3826
Item 6.	Exhibits	3927
	Signatures	3927

PART I – FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~Statements and Supplementary Data.

Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Operations (unaudited)

(U.S. dollars in millions, except per-share amounts)

Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Sales (D)
$ 1,283 $ 1,134 $ 3,687 $ 4,021
Cost of goods sold (exclusive of expenses below) 928 900 2,658 3,006
Selling, general administrative, and other expenses 70 66 190 219
Research and development expenses 4 5 13 13
Provision for depreciation and amortization 68 68 203 212
Restructuring and other charges (E)
8 22 22 166
Operating income 205 73 601 405
Loss on debt redemption (O)
118 — 141 64
Interest expense, net 63 77 201 241
Other expense, net (F)
1 8 13 —
Income (loss) before income taxes 23 (12) 246 100
(Benefit) provision for income taxes (H)
(4) (48) 65 (5)
Income from continuing operations after income taxes $ 27 $ 36 $ 181 $ 105
Income from discontinued operations after income taxes (B)
— — — 50
Net income $ 27 $ 36 $ 181 $ 155
Amounts Attributable to Howmet Aerospace Common Shareholders (I):
Net income $ 26 $ 35 $ 179 $ 153
Earnings per share - basic
Continuing operations $ 0.06 $ 0.08 $ 0.42 $ 0.24
Discontinued operations $ — $ — $ — $ 0.11
Earnings per share - diluted
Continuing operations $ 0.06 $ 0.08 $ 0.41 $ 0.23
Discontinued operations $ — $ — $ — $ 0.11
Average Shares Outstanding (I):
Average shares outstanding - basic 429 436 431 436
Average shares outstanding - diluted 434 439 437 440


	First quarter ended
	March 31,
	2022		2021
Sales (C)	$	1,324	$	1,209
Cost of goods sold (exclusive of expenses below)	950		873
Selling, general administrative, and other expenses	69		65
Research and development expenses	7		5
Provision for depreciation and amortization	66		68
Restructuring and other charges (D)	2		9
Operating income	230		189

Interest expense, net	58		72
Other expense, net (F)	1		4
Income before income taxes	171		113
Provision for income taxes (G)	40		33


Net income	$	131	$	80

Amounts Attributable to Howmet Aerospace Common Shareholders (H):
Net income	$	130	$	79
Earnings per share:
Basic	$	0.31	$	0.18


Diluted	$	0.31	$	0.18

Average Shares Outstanding (H):
Basic	419		434
Diluted	425		439

The accompanying notes are an integral part of the consolidated financial statements.

Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Comprehensive Income (unaudited)

(U.S. dollars in millions)


		Third quarter ended				Nine months ended						First quarter ended
		September 30,				September 30,				March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	27	$	36	$	181	$	155		Net income	$	131	$	80
Other comprehensive income (loss), net of tax (J):
Other comprehensive (loss) income, net of tax (I):											Other comprehensive (loss) income, net of tax (I):
Change in unrecognized net actuarial loss and prior service cost related to pension and other postretirement benefits	Change in unrecognized net actuarial loss and prior service cost related to pension and other postretirement benefits	13		8		90		54			Change in unrecognized net actuarial loss and prior service cost related to pension and other postretirement benefits	10		42
Foreign currency translation adjustments	Foreign currency translation adjustments	(36)		48		(62)		(25)			Foreign currency translation adjustments	(31)		(44)

Net change in unrecognized (losses) gains on cash flow hedges		(4)		5		4		1
Total other comprehensive (loss) income, net of tax		(27)		61		32		30
Net change in unrecognized gains on cash flow hedges											Net change in unrecognized gains on cash flow hedges	20		4
Total Other comprehensive (loss) income, net of tax											Total Other comprehensive (loss) income, net of tax	(1)		2
Comprehensive income	Comprehensive income	$	—	$	97	$	213	$	185		Comprehensive income	$	130	$	82

The accompanying notes are an integral part of the consolidated financial statements.

Howmet Aerospace Inc. and subsidiaries

Consolidated Balance Sheet (unaudited)

(U.S. dollars in millions)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	724	$	1,610	Cash and cash equivalents	$	520	$	720
Receivables from customers, less allowances of $— in 2021 and $1 in 2020 (K)		408		328
Other receivables (K)		57		29
Inventories (L)		1,420		1,488
Receivables from customers, less allowances of $1 in 2022 and $— in 2021 (J)						Receivables from customers, less allowances of $1 in 2022 and $— in 2021 (J)	479		367
Other receivables (J)						Other receivables (J)	50		53
Inventories (K)						Inventories (K)	1,483		1,402
Prepaid expenses and other current assets	Prepaid expenses and other current assets	211		217		Prepaid expenses and other current assets	250		195

Total current assets	Total current assets	2,820		3,672		Total current assets	2,782		2,737
Properties, plants, and equipment, net (M)		2,483		2,592
Goodwill (D)		4,077		4,102
Properties, plants, and equipment, net (L)						Properties, plants, and equipment, net (L)	2,400		2,467
Goodwill						Goodwill	4,053		4,067
Deferred income taxes	Deferred income taxes	202		272		Deferred income taxes	149		184
Intangibles, net	Intangibles, net	554		571		Intangibles, net	543		549
Other noncurrent assets (N)		221		234
Other noncurrent assets (M)						Other noncurrent assets (M)	202		215

Total assets	Total assets	$	10,357	$	11,443	Total assets	$	10,129	$	10,219
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable, trade	Accounts payable, trade	$	646	$	599	Accounts payable, trade	$	777	$	732
Accrued compensation and retirement costs	Accrued compensation and retirement costs	202		205		Accrued compensation and retirement costs	172		198
Taxes, including income taxes	Taxes, including income taxes	77		102		Taxes, including income taxes	63		61
Accrued interest payable	Accrued interest payable	68		89		Accrued interest payable	69		74
Other current liabilities (N)		201		289
Short-term debt (O)		14		376
Other current liabilities (M)						Other current liabilities (M)	171		183
Short-term debt (N)						Short-term debt (N)	3		5

Total current liabilities	Total current liabilities	1,208		1,660		Total current liabilities	1,255		1,253
Long-term debt, less amount due within one year (O and P)		4,272		4,699
Accrued pension benefits (G)		847		985
Accrued other postretirement benefits (G)		154		198
Other noncurrent liabilities and deferred credits (N)		297		324
Long-term debt, less amount due within one year (N and O)						Long-term debt, less amount due within one year (N and O)	4,228		4,227
Accrued pension benefits (E)						Accrued pension benefits (E)	746		771
Accrued other postretirement benefits (E)						Accrued other postretirement benefits (E)	152		153
Other noncurrent liabilities and deferred credits (M)						Other noncurrent liabilities and deferred credits (M)	291		307

Total liabilities	Total liabilities	6,778		7,866		Total liabilities	6,672		6,711
Contingencies and commitments (R)		0		0
Contingencies and commitments (Q)						Contingencies and commitments (Q)	0		0
Equity	Equity					Equity
Howmet Aerospace shareholders’ equity:	Howmet Aerospace shareholders’ equity:					Howmet Aerospace shareholders’ equity:
Preferred stock	Preferred stock	55		55		Preferred stock	55		55
Common stock	Common stock	428		433		Common stock	418		422
Additional capital	Additional capital	4,473		4,668		Additional capital	4,123		4,291
Retained earnings	Retained earnings	534		364		Retained earnings	725		603
Accumulated other comprehensive loss (J)		(1,911)		(1,943)
Accumulated other comprehensive loss (I)						Accumulated other comprehensive loss (I)	(1,864)		(1,863)

Total equity	Total equity	3,579		3,577		Total equity	3,457		3,508
Total liabilities and equity	Total liabilities and equity	$	10,357	$	11,443	Total liabilities and equity	$	10,129	$	10,219

The accompanying notes are an integral part of the consolidated financial statements.

Howmet Aerospace Inc. and subsidiaries

Statement of Consolidated Cash Flows (unaudited)

(U.S. dollars in millions)


		Nine months ended					Three months ended
		September 30,					March 31,
		2021		2020			2022		2021
Operating activities	Operating activities					Operating activities
Net income	Net income	$	181	$	155	Net income	$	131	$	80
Adjustments to reconcile net income to cash provided from (used for) operations:	Adjustments to reconcile net income to cash provided from (used for) operations:					Adjustments to reconcile net income to cash provided from (used for) operations:
Depreciation and amortization	Depreciation and amortization	203		271		Depreciation and amortization	66		68
Deferred income taxes	Deferred income taxes	24		25		Deferred income taxes	28		10
Restructuring and other charges	Restructuring and other charges	22		148		Restructuring and other charges	2		9
Net loss from investing activities—asset sales	Net loss from investing activities—asset sales	7		6		Net loss from investing activities—asset sales	3		3
Net periodic pension cost (G)		13		42
Net periodic pension cost (E)						Net periodic pension cost (E)	6		4
Stock-based compensation	Stock-based compensation	28		35		Stock-based compensation	11		6
Loss on debt redemption (O)		141		64

Other	Other	28		(1)		Other	22		14
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:	Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:					Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:
Increase in receivables (K)		(382)		(117)
Decrease (increase) in inventories		49		(42)
Increase in receivables (J)						Increase in receivables (J)	(123)		(144)
(Increase) decrease in inventories						(Increase) decrease in inventories	(87)		20
Decrease in prepaid expenses and other current assets	Decrease in prepaid expenses and other current assets	6		1		Decrease in prepaid expenses and other current assets	5		23
Increase (decrease) in accounts payable, trade (A)		63		(439)
Increase in accounts payable, trade						Increase in accounts payable, trade	68		26
Decrease in accrued expenses	Decrease in accrued expenses	(121)		(177)		Decrease in accrued expenses	(54)		(92)
(Decrease) increase in taxes, including income taxes		(15)		41
Increase in taxes, including income taxes						Increase in taxes, including income taxes	6		12
Pension contributions	Pension contributions	(68)		(110)		Pension contributions	(11)		(29)
Increase in noncurrent assets	Increase in noncurrent assets	(1)		(5)		Increase in noncurrent assets	(1)		(2)
Decrease in noncurrent liabilities	Decrease in noncurrent liabilities	(32)		(39)		Decrease in noncurrent liabilities	(17)		(14)
Cash provided from (used for) operations	Cash provided from (used for) operations	146		(142)		Cash provided from (used for) operations	55		(6)
Financing Activities	Financing Activities					Financing Activities
Net change in short-term borrowings (original maturities of three months or less)	Net change in short-term borrowings (original maturities of three months or less)	—		(8)		Net change in short-term borrowings (original maturities of three months or less)	(3)		(2)
Additions to debt (original maturities greater than three months) (B)(O)		700		2,400
Payments on debt (original maturities greater than three months) (O)		(1,491)		(2,041)
Debt issuance costs (B)(O)		(11)		(61)
Premiums paid on early redemption of debt (O)		(133)		(59)

Payments on debt (original maturities greater than three months) (N)						Payments on debt (original maturities greater than three months) (N)	—		(361)
Debt issuance costs (N)						Debt issuance costs (N)	—		(1)

Repurchase of common stock						Repurchase of common stock	(175)		—
Proceeds from exercise of employee stock options	Proceeds from exercise of employee stock options	17		30		Proceeds from exercise of employee stock options	7		8
Dividends paid to shareholders	Dividends paid to shareholders	(11)		(10)		Dividends paid to shareholders	(9)		(1)
Repurchase of common stock		(225)		(51)
Net cash transferred to Arconic Corporation at separation (B)		—		(500)

Other	Other	(20)		(39)		Other	(14)		(11)
Cash used for financing activities	Cash used for financing activities	(1,174)		(339)		Cash used for financing activities	(194)		(368)
Investing Activities	Investing Activities					Investing Activities
Capital expenditures (A)(D)		(138)		(220)
Proceeds from the sale of assets and businesses (B)(Q)		8		114
Sale of debt securities		5		—
Cash receipts from sold receivables (K)		267		258
Capital expenditures (C)						Capital expenditures (C)	(62)		(55)
Proceeds from the sale of assets and businesses						Proceeds from the sale of assets and businesses	1		—

Cash receipts from sold receivables (J)						Cash receipts from sold receivables (J)	—		57
Other	Other	2		—		Other	—		1
Cash provided from investing activities		144		152
Cash (used for) provided from investing activities						Cash (used for) provided from investing activities	(61)		3
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1)		(6)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	—		(1)
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	(885)		(335)		Net change in cash, cash equivalents and restricted cash	(200)		(372)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	1,611		1,703		Cash, cash equivalents and restricted cash at beginning of period	722		1,611
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	726	$	1,368	Cash, cash equivalents and restricted cash at end of period	$	522	$	1,239

The accompanying notes are an integral part of the consolidated financial statements.

Howmet Aerospace Inc. and subsidiaries

Statement of Changes in Consolidated Equity (unaudited)

(U.S. dollars in millions, except per-share amounts)


		Howmet Aerospace Shareholders										Howmet Aerospace Shareholders
		Preferred stock		Common stock		Additional capital		Retained earnings		Accumulated other comprehensive loss			Noncontrolling interests		Total Equity			Preferred stock		Common stock		Additional capital		Retained earnings		Accumulated other comprehensive loss		Total Equity
Balance at June 30, 2020		$	55	$	436	$	4,703	$	223	$	(1,968)		$	—	$	3,449
Balance at December 31, 2020																	Balance at December 31, 2020	$	55	$	433	$	4,668	$	364	$	(1,943)	$	3,577

Net income	Net income	—		—		—		36		—			—		36		Net income	—		—		—		80		—		80
Other comprehensive income (J)		—		—		—		—		61			—		61
Other comprehensive income (I)																	Other comprehensive income (I)	—		—		—		—		2		2
Cash dividends declared:	Cash dividends declared:																Cash dividends declared:
Preferred-Class A @ $0.9375 per share	Preferred-Class A @ $0.9375 per share	—		—		—		(1)		—			—		(1)		Preferred-Class A @ $0.9375 per share	—		—		—		(1)		—		(1)

Repurchase and retirement of common stock		—		(2)		(49)		—		—			—		(51)

Stock-based compensation	Stock-based compensation	—		—		12		—		—			—		12		Stock-based compensation	—		—		6		—		—		6
Common stock issued: compensation plans	Common stock issued: compensation plans	—		—		(5)		—		—			—		(5)		Common stock issued: compensation plans	—		1		(3)		—		—		(2)

Distributions to Arconic Corporation (B)		—		—		22		—		(22)			—		—

Balance at September 30, 2020		$	55	$	434	$	4,683	$	258	$	(1,929)		$	—	$	3,501

Balance at March 31, 2021																	Balance at March 31, 2021	$	55	$	434	$	4,671	$	443	$	(1,941)	$	3,662


		Howmet Aerospace Shareholders										Howmet Aerospace Shareholders
		Preferred stock		Common stock		Additional capital		Retained earnings		Accumulated other comprehensive loss			Total Equity			Preferred stock		Common stock		Additional capital		Retained earnings		Accumulated other comprehensive loss		Total Equity
Balance at June 30, 2021		$	55	$	429	$	4,481	$	517	$	(1,884)		$	3,598
Balance at December 31, 2021															Balance at December 31, 2021	$	55	$	422	$	4,291	$	603	$	(1,863)	$	3,508

Net income	Net income	—		—		—		27		—			27		Net income	—		—		—		131		—		131
Other comprehensive income (J)		—		—		—		—		(27)			(27)
Other comprehensive income (I)															Other comprehensive income (I)	—		—		—		—		(1)		(1)
Cash dividends declared:	Cash dividends declared:														Cash dividends declared:
Preferred-Class A @ $0.9375 per share	Preferred-Class A @ $0.9375 per share	—		—		—		(1)		—			(1)		Preferred-Class A @ $0.9375 per share	—		—		—		(1)		—		(1)
Common @ $0.02 per share	Common @ $0.02 per share	—		—		—		(9)		—			(9)		Common @ $0.02 per share	—		—		—		(8)		—		(8)
Repurchase and retirement of common stock	Repurchase and retirement of common stock	—		(1)		(24)		—		—			(25)		Repurchase and retirement of common stock	—		(5)		(170)		—		—		(175)
Stock-based compensation	Stock-based compensation	—		—		14		—		—			14		Stock-based compensation	—		—		11		—		—		11
Common stock issued: compensation plans	Common stock issued: compensation plans	—		—		2		—		—			2		Common stock issued: compensation plans	—		1		(9)		—		—		(8)

Balance at September 30, 2021		$	55	$	428	$	4,473	$	534	$	(1,911)		$	3,579
Balance at March 31, 2022															Balance at March 31, 2022	$	55	$	418	$	4,123	$	725	$	(1,864)	$	3,457

The accompanying notes are an integral part of the consolidated financial statements.

Howmet Aerospace Inc. and subsidiaries

~~Statement of Changes in Consolidated Equity (unaudited)~~

~~(U.S. dollars in millions, except per-share amounts)~~

Howmet Aerospace Shareholders
Preferred
stock Common
stock Additional
capital Retained earnings Accumulated
other
comprehensive
loss Noncontrolling interests Total
Equity
Balance at December 31, 2019 $ 55 $ 433 $ 7,319 $ 113 $ (3,329) $ 14 $ 4,605
Net income — — — 155 — — 155
Other comprehensive income (J)
— — — — 30 — 30
Cash dividends declared:
Preferred-Class A @ $2.8125 per share — — — (2) — — (2)
Common @ $0.02 per share — — — (8) — — (8)
Repurchase and retirement of common stock — (2) (49) — — — (51)
Stock-based compensation — — 35 — — — 35
Common stock issued: compensation plans — 3 (11) — — — (8)
Distributions to Arconic Corporation (B)
— — (2,611) — 1,370 (14) (1,255)
Balance at September 30, 2020 $ 55 $ 434 $ 4,683 $ 258 $ (1,929) $ — $ 3,501

Howmet Aerospace Shareholders
Preferred
stock Common
stock Additional
capital Retained
earnings Accumulated
other
comprehensive
loss Total
Equity
Balance at December 31, 2020 $ 55 $ 433 $ 4,668 $ 364 $ (1,943) $ 3,577
Net income — — — 181 — 181
Other comprehensive income (J)
— — — — 32 32
Cash dividends declared:
Preferred-Class A @ $2.8125 per share — — — (2) — (2)
Common @ $0.02 per share — — — (9) — (9)
Repurchase and retirement of common stock — (7) (218) — — (225)
Stock-based compensation — — 28 — — 28
Common stock issued: compensation plans — 2 (5) — — (3)
Balance at September 30, 2021 $ 55 $ 428 $ 4,473 $ 534 $ (1,911) $ 3,579

~~The accompanying notes are an integral part of the consolidated financial statements.~~

~~Howmet Aerospace Inc. and subsidiaries~~

Notes to the Consolidated Financial Statements (unaudited)

(U.S. dollars in millions, except share and per-share amounts)

A. Basis of Presentation

The interim Consolidated Financial Statements of Howmet Aerospace Inc. ~~(formerly known as Arconic Inc.)~~ and subsidiaries (“Howmet” or the “Company” or “we” or “our”) are unaudited. These Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The ~~2020~~2021 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). This Form 10-Q report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which includes all disclosures required by GAAP. Certain amounts in previously issued financial statements were reclassified to conform to the current period presentation.

~~The separation~~In the first quarter of ~~Arconic Inc. into 2 standalone, publicly-traded companies, Howmet Aerospace Inc.~~2022 and Arconic Corporation, (the “Arconic Inc. Separation Transaction”) occurred on April 1, 2020. 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~~ B ~~for additional information related to the Arconic Inc. Separation Transaction and discontinued operations.~~

~~For the nine months ended September 30,~~ 2021, ~~and 2020,~~ the Company derived approximately ~~60%~~61% and ~~70%~~60%, respectively, of its revenue from products sold to the aerospace ~~end-market. As a result of~~market. Due to the global COVID-19 pandemic and its impact on the aerospace industry ~~to-date,~~to date, there has been a decrease in domestic and international air travel. As a result, the ~~possibility exists that there could be~~demand for narrow body and wide body aircraft has been adversely affected. Narrow body demand is returning faster than wide body demand, creating a ~~sustained impact~~shift in product mix compared to our operations and financial results. Since the start of the pandemic, certain original equipment manufacturer (“OEM”) customers have reduced production or suspended manufacturing operations in North America and Europe on a temporary basis. While the pandemic resulted in the temporary closure of a small number of the Company's manufacturing facilities during 2020, all of our manufacturing facilities are currently operating.pre-pandemic conditions. Since the duration of the pandemic is uncertain, management has taken a series of actions to address the financial impact, including fixed and variable cost reductions, such as headcount reductions in certain segments, and reducing the level of capital expenditures to preserve cash and maintain liquidity.

The preparation of the Consolidated Financial Statements of the Company in conformity with GAAP requires management to make certain judgments, estimates, and assumptions. These estimates are based on historical experience and, in some cases, assumptions based on current and future market experience, including considerations relating to the impact of COVID-19. The impact of COVID-19 is rapidly changing and of unknown duration and macroeconomic impact and, as a result, these considerations remain highly uncertain. Management has made its best estimates using all relevant information available at the time, but it is possible that our estimates will differ from our actual results and affect the Consolidated Financial Statements in future periods and potentially require adverse adjustments to the recoverability of goodwill, intangible and long-lived assets, the realizability of deferred tax assets and other judgments and estimations and assumptions that may be impacted by COVID-19.

B. ~~Arconic Inc. Separation Transaction and Discontinued Operations~~

On April 1, 2020, the Company completed the separation of its business into 2 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. Following the Arconic Inc. Separation Transaction, Arconic Corporation held the Global Rolled Products businesses (global rolled products, aluminum extrusions, and building and construction systems) previously held by the Company. The Company retained the Engineered Products and Forgings businesses (Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels).

~~In connection with the~~ ~~Arconic Inc. Separation Transaction, the Company entered into several agreements with Arconic Corporation, including the following:~~a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, certain Patent, Know-How, Trade Secret License and Trademark License Agreements, and Raw Material Supply Agreements.

On February 7, 2020, Arconic Corporation completed an offering of $600 aggregate principal amount of 6.125% senior secured second-lien notes due 2028. On March 25, 2020, Arconic Corporation entered into a credit agreement which provided for a $600 aggregate principal amount seven-year senior secured first-lien loan B facility and a revolving credit facility which is

guaranteed by certain of Arconic Corporation's wholly-owned domestic subsidiaries and secured on a first-priority basis by liens on substantially all assets of Arconic Corporation and subsidiary guarantors. Arconic Corporation used the proceeds to make payment to the Company to fund the transfer of certain assets to Arconic Corporation relating to the Arconic Inc. Separation Transaction and for general corporate purposes. The Company incurred debt issuance costs of $45 associated with these issuances for the first quarter of 2020.

On February 1, 2020, the Company completed the sale of its rolling mill in Itapissuma, Brazil for $50 in cash which resulted in a loss of $59, of which $53 was recognized in Restructuring and other charges within discontinued operations in the second half of 2019 and $6 in the first quarter of 2020. On March 1, 2020, Arconic Corporation sold its hard alloy extrusions plant in South Korea for $62 in cash, which resulted in a $27 gain that was recognized in Restructuring and other charges within discontinued operations in the first quarter of 2020.

~~Discontinued Operations~~

~~The results of operations of Arconic Corporation are presented as discontinued operations in the Statement of Consolidated Operations as summarized below:~~

~~Nine months ended~~

~~September 30,~~

~~2020~~

~~Sales~~

~~1,575~~

~~Cost of goods sold~~

~~1,293~~

~~Selling, general administrative, research and development and other expenses~~

~~106~~

~~Provision for depreciation and amortization~~

~~Restructuring and other charges~~

~~(18)~~

~~Operating income from discontinued operations~~

~~136~~

~~Interest expense, net~~

~~Other expense, net~~

~~Income from discontinued operations~~

~~Provision for income taxes~~

~~Income from discontinued operations after income taxes~~

The following table presents purchases of properties, plants, and equipment, proceeds from the sale of businesses, and the provision for depreciation and amortization of discontinued operations related to Arconic Corporation:


	~~Nine months ended~~
	~~September 30,~~
	~~2020~~
~~Capital expenditures~~	$	72
~~Proceeds from the sales of businesses~~	$	~~112~~
~~Provision for depreciation and amortization~~	$	58

~~There was no discontinued operations activity related to Arconic Corporation for the third quarter ended September 30, 2020.~~

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

C. Recently Adopted and Recently Issued Accounting Guidance

Adopted

On January 1, 2021, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) that were intended to simplify various aspects of accounting for income taxes by eliminating certain exceptions contained in existing guidance and amending other guidance to simplify several other income tax accounting matters. The adoption of this new guidance did not have a material impact on the Consolidated Financial Statements.

Issued

In March 2020, the FASB issued amendments that provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ~~Management is currently evaluating~~Based upon the ~~potential~~provisions of our agreements that were amended to date, management does not believe that the impact of these changes will have a material impact on the Consolidated Financial Statements.

D.C. Segment Information

Howmet is a global leader in lightweight metals engineering and manufacturing. Howmet’s innovative, multi-material products, which include nickel, titanium, aluminum, and cobalt, are used worldwide in the aerospace (commercial and defense), commercial transportation, and industrial and other ~~end~~ markets. Segment performance under Howmet’s management reporting system is evaluated based on a number of factors; however, the primary measure of performance is Segment Adjusted EBITDA. Prior to the first quarter of 2022, the Company used Segment operating ~~profit.~~profit as its primary measure of performance. However, the Company’s Chief Executive Officer believes that Segment Adjusted EBITDA is now a better representation of its business because it provides additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment ~~operating profit~~Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is ~~Operating income excluding Special items.~~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. Special items, ~~include~~including Restructuring and other ~~charges.~~charges, are also excluded from Net margin and Segment ~~operating profit~~Adjusted EBITDA. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Differences between the total segment and consolidated totals are in Corporate.

Howmet’s operations consist of 4 worldwide reportable segments as follows:

Engine Products

Engine Products produces investment castings, including airfoils, and seamless rolled rings primarily for aircraft engines and industrial gas turbines. Engine Products produces rotating parts as well as structural parts.

Fastening Systems

Fastening Systems produces aerospace fastening systems, as well as commercial transportation, industrial and other fasteners. The business’s high-tech, multi-material fastening systems are found nose to tail on aircraft and aero engines. ~~The business’s~~Fastening Systems’ products are also critical components of commercial transportation vehicles, automobiles, construction and industrial equipment, and renewable energy ~~sector.~~sectors.

Engineered Structures

Engineered Structures produces titanium ingots and mill products for aerospace and defense applications and is vertically integrated to produce titanium forgings, extrusions, forming and machining services for airframe, wing, aero-engine, and landing gear components. Engineered Structures also produces aluminum forgings, nickel forgings, and aluminum machined components and assemblies for aerospace and defense applications.

Forged Wheels

Forged Wheels provides forged aluminum wheels and related products for heavy-duty trucks and the commercial transportation ~~markets.~~

~~Goodwill~~

The Company had $4,077 of Goodwill at September 30, 2021 and reviews it annually for impairment in the fourth quarter, or more frequently, if indicators exist or if a decision is made to sell or realign a business.

~~On January 1, 2020, management transferred the Savannah~~business from the Engine Products segment to the Engineered Structures segment, based on synergies with forgings technologies and manufacturing capabilities. As a result of the reorganization, goodwill of $17 was reallocated from Engine Products to Engineered Structures, and these reporting units were evaluated for impairment during the first quarter of 2020. The estimated fair value of each of these reporting units substantially exceeded their carrying value; thus, there was no goodwill impairment at the date the business was transferred.

During the first quarter of 2020, Howmet's market capitalization declined significantly compared to the fourth quarter of 2019. Over the same period, the equity value of our peer group companies, and the overall U.S. stock market also declined significantly amid market volatility. In addition, as a result of the COVID-19 pandemic and measures designed to contain the spread, global sales to customers in the aerospace and commercial transportation industries impacted by COVID-19 have been and are expected to be negatively impacted compared to 2019 as a result of disruption in demand. As a result of these macroeconomic factors, we performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of any of our reporting units is less than its carrying value. As a result of this assessment, the Company performed a quantitative impairment test in the first quarter of 2020 for the Engineered Structures reporting unit and concluded that though the margin between the fair value of the reporting unit and carrying value had declined from approximately 60% to

approximately 15%, it was not impaired. Consistent with prior practice, a discounted cash flow model was used to estimate the current fair value of the reporting unit. The significant assumptions and estimates utilized to determine fair value were developed utilizing current market and forecast information reflecting the disruption in demand that has and is expected to negatively impact the Company’s sales globally in the aerospace industry. If our actual results or external market factors decline significantly from management’s estimates, future goodwill impairment charges may be necessary and could be material. Since the first quarter of 2020, there have been no indicators of impairment identified for the Engineered Structures reporting unit or any other reporting units or indefinite-lived intangible assets.

market.

The operating results of the Company’s reportable segments were as follows. ~~Differences between the total segment and consolidated totals are in Corporate.~~


		Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		Total Segment			Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		Total Segment
Third quarter ended September 30, 2021
First quarter ended March 31, 2022												First quarter ended March 31, 2022
Sales:	Sales:											Sales:
Third-party sales	Third-party sales	$	599	$	254	$	199	$	231	$	1,283	Third-party sales	$	631	$	264	$	182	$	247	$	1,324
Inter-segment sales	Inter-segment sales	1		—		1		—		2		Inter-segment sales	1		—		1		—		2
Total sales	Total sales	$	600	$	254	$	200	$	231	$	1,285	Total sales	$	632	$	264	$	183	$	247	$	1,326
Profit and loss:	Profit and loss:											Profit and loss:
Segment operating profit		$	120	$	47	$	14	$	62	$	243
Restructuring and other charges		5		3		—		—		8

Provision for depreciation and amortization	Provision for depreciation and amortization	31		12		12		10		65		Provision for depreciation and amortization	31		12		12		10		65
Segment Adjusted EBITDA												Segment Adjusted EBITDA	173		56		23		67		319
Restructuring and other charges (credits)												Restructuring and other charges (credits)	3		(3)		2		—		2
Capital expenditures	Capital expenditures	21		8		3		15		47		Capital expenditures	27		15		7		9		58

Third quarter ended September 30, 2020
First quarter ended March 31, 2021												First quarter ended March 31, 2021
Sales:	Sales:											Sales:
Third-party sales	Third-party sales	$	485	$	271	$	206	$	172	$	1,134	Third-party sales	$	534	$	272	$	176	$	227	$	1,209
Inter-segment sales	Inter-segment sales	1		—		1		—		2		Inter-segment sales	1		—		1		—		2
Total sales	Total sales	$	486	$	271	$	207	$	172	$	1,136	Total sales	$	535	$	272	$	177	$	227	$	1,211
Profit and loss:	Profit and loss:											Profit and loss:
Segment operating profit		$	39	$	33	$	10	$	35	$	117

Provision for depreciation and amortization												Provision for depreciation and amortization	31		12		12		10		65
Segment Adjusted EBITDA												Segment Adjusted EBITDA	132		57		22		80		291
Restructuring and other charges	Restructuring and other charges	9		—		9		—		18		Restructuring and other charges	5		2		1		—		8
Provision for depreciation and amortization		31		12		13		10		66
Capital expenditures	Capital expenditures	15		9		3		6		33		Capital expenditures	11		5		5		9		30

		Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		Total Segment
Nine months ended September 30, 2021
Sales:
Third-party sales		$	1,677	$	788	$	535	$	687	$	3,687
Inter-segment sales		3		—		4		—		7
Total sales		$	1,680	$	788	$	539	$	687	$	3,694
Profit and loss:
Segment operating profit		$	321	$	142	$	35	$	193	$	691
Restructuring and other charges		15		8		1		—		24
Provision for depreciation and amortization		92		37		37		29		195
Capital expenditures		48		22		13		37		120

Nine months ended September 30, 2020
Sales:
Third-party sales		$	1,851	$	982	$	710	$	476	$	4,019
Inter-segment sales		4		—		6		—		10
Total sales		$	1,855	$	982	$	716	$	476	$	4,029
Profit and loss:
Segment operating profit		$	309	$	199	$	57	$	91	$	656
Restructuring and other charges		44		26		21		3		94
Provision for depreciation and amortization		92		36		40		29		197
Capital expenditures		48		24		11		17		100

139

The following table reconciles Total ~~segment operating profit~~Segment Adjusted EBITDA to Income ~~(loss) from continuing operations~~ before income taxes:


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Total segment operating profit		$	243	$	117	$	691	$	656
Total Segment Adjusted EBITDA										Total Segment Adjusted EBITDA	$	319	$	291
Segment provision for depreciation and amortization										Segment provision for depreciation and amortization	(65)		(65)
Unallocated amounts:	Unallocated amounts:									Unallocated amounts:
Restructuring and other charges	Restructuring and other charges	(8)		(22)		(22)		(166)		Restructuring and other charges	(2)		(9)
Corporate expense	Corporate expense	(30)		(22)		(68)		(85)		Corporate expense	(22)		(28)
Operating income	Operating income	$	205	$	73	$	601	$	405	Operating income	$	230	$	189
Loss on debt redemption		(118)		—		(141)		(64)

Interest expense, net	Interest expense, net	(63)		(77)		(201)		(241)		Interest expense, net	(58)		(72)
Other expense, net	Other expense, net	(1)		(8)		(13)		—		Other expense, net	(1)		(4)
Income (loss) from continuing operations before income taxes		$	23	$	(12)	$	246	$	100
Income before income taxes										Income before income taxes	$	171	$	113

~~The following table reconciles total segment capital expenditures, which are presented on an accrual basis, with Capital expenditures as presented on the Statement of Consolidated Cash Flows.~~ Differences between the total segment and consolidated totals are in ~~Corporate and discontinued operations, including the impact of changes in accrued~~Corporate. The following table reconciles total segment capital expenditures ~~during~~with Capital expenditures as presented in the ~~period.~~Statement of Consolidated Cash Flows.
Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Total segment capital expenditures $ 47 $ 33 $ 120 $ 100
Corporate and discontinued operations — 3 18 120
Capital expenditures $ 47 $ 36 $ 138 $ 220


	First quarter ended
	March 31,
	2022		2021
Total segment capital expenditures	$	58	$	30
Corporate	4		25
Capital expenditures	$	62	$	55

The following table disaggregates segment revenue by major ~~end~~ market served. Differences between the total segment and consolidated totals are in Corporate.


		Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		Total Segment			Engine Products		Fastening Systems		Engineered Structures		Forged Wheels		Total Segment
Third quarter ended September 30, 2021
First quarter ended March 31, 2022												First quarter ended March 31, 2022
Aerospace - Commercial	Aerospace - Commercial	$	299	$	126	$	118	$	—	$	543	Aerospace - Commercial	$	329	$	148	$	109	$	—	$	586
Aerospace - Defense	Aerospace - Defense	130		37		65		—		232		Aerospace - Defense	137		32		57		—		226
Commercial Transportation	Commercial Transportation	—		59		—		231		290		Commercial Transportation	—		53		—		247		300
Industrial and Other	Industrial and Other	170		32		16		—		218		Industrial and Other	165		31		16		—		212
Total end-market revenue	Total end-market revenue	$	599	$	254	$	199	$	231	$	1,283	Total end-market revenue	$	631	$	264	$	182	$	247	$	1,324

Third quarter ended September 30, 2020
First quarter ended March 31, 2021												First quarter ended March 31, 2021
Aerospace - Commercial	Aerospace - Commercial	$	199	$	169	$	104	$	—	$	472	Aerospace - Commercial	$	227	$	148	$	80	$	—	$	455
Aerospace - Defense	Aerospace - Defense	142		37		82		—		261		Aerospace - Defense	151		42		77		—		270
Commercial Transportation	Commercial Transportation	—		38		—		172		210		Commercial Transportation	—		46		—		227		273
Industrial and Other	Industrial and Other	144		27		20		—		191		Industrial and Other	156		36		19		—		211
Total end-market revenue	Total end-market revenue	$	485	$	271	$	206	$	172	$	1,134	Total end-market revenue	$	534	$	272	$	176	$	227	$	1,209

Nine months ended September 30, 2021
Aerospace - Commercial		$	786	$	403	$	277	$	—	$	1,466
Aerospace - Defense		402		120		206		—		728
Commercial Transportation		—		154		—		687		841
Industrial and Other		489		111		52		—		652
Total end-market revenue		$	1,677	$	788	$	535	$	687	$	3,687

Nine months ended September 30, 2020
Aerospace - Commercial		$	1,018	$	650	$	432	$	—	$	2,100
Aerospace - Defense		394		120		216		—		730
Commercial Transportation		—		118		—		476		594
Industrial and Other		439		94		62		—		595
Total end-market revenue		$	1,851	$	982	$	710	$	476	$	4,019

The Company derived ~~60%~~61% and ~~70%~~60% of its revenue from the aerospace ~~end-market~~market for the ~~nine months~~first quarter ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

General Electric Company represented approximately 13% and 11% of the Company’s third-party sales for the ~~nine months~~first quarter ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021, respectively, primarily from Engine Products.

~~E. Restructuring and Other Charges~~
Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Layoff costs $ — $ 17 $ 2 $ 93
Net reversals of previously recorded layoff reserves — — (1) (10)
Pension, Other post-retirement benefits and Deferred Compensation - net settlements (G)
3 3 9 67
Non-cash asset impairments 4 — 8 —
Net loss related to divestitures of assets and businesses (Q)
— — 4 9
Other 1 2 — 7
Restructuring and other charges $ 8 $ 22 $ 22 $ 166

D. Restructuring and Other Charges


	First quarter ended
	March 31,
	2022		2021

(Reversals of) adjustments to previously recorded layoff reserves	$	(1)	$	1
Pension and Other post-retirement benefits - net settlements (E)	1		3

Net loss related to divestitures of assets and businesses (P)	—		4
Other	2		1
Restructuring and other charges	$	2	$	9

In the ~~third~~first quarter of 2022, the Company recorded Restructuring and ~~nine months ended September 30,~~other charges of $2, which were primarily due to exit related costs of $2 and charges for a U.S. pension plan settlement of $1, partially offset by a reversal of $1 for a layoff reserve related to a prior period.

In the first quarter of 2021, the Company recorded Restructuring and other charges of ~~$8 and $22, respectively, which were primarily due to charges for pension plan settlements and exit related costs.~~

~~In the third quarter of 2020, the Company recorded Restructuring and other charges of $22,~~$9, which included a $17 charge for layoff costs, an $8 charge for pension plan settlements, and a $2 charge for accelerated depreciation. These charges were partially offset by a $3 benefit from the termination of a deferred compensation plan and a $2 curtailment benefit related to a post-retirement plan.

In the nine months ended September 30, 2020, the Company recorded Restructuring and other charges of $166, which included a $93 charge for layoff costs, a $72 charge for pension plan settlements, a $6 post-closing adjustment related to the sale of the Company’s U.K. forgings business (which was formerly part of the Engine Products segment), a $5$4 charge for impairment of assets associated with an agreement to sell ~~an aerospace components~~a small manufacturing business in ~~the U.K (within the Engineered Structures segment),~~France, a $2$3 charge for ~~accelerated depreciation, and~~U.S. pension plans' settlement accounting, a ~~$5 charge for various other exit costs. These charges were partially offset by a benefit of $10~~$1 adjustment related to ~~the reversal of~~ a number of prior period ~~programs, a $3 benefit from the termination of a deferred compensation plan, a $2 curtailment benefit related to a post-retirement plan,~~program reserves and a ~~gain of $2 on the sale of assets.~~$1 charge for exit costs including accelerated depreciation.


		Layoff costs		Other exit costs		Total			Layoff costs		Other exit costs		Total
Reserve balances at December 31, 2020		$	54	$	—	$	54
Reserve balances at December 31, 2021								Reserve balances at December 31, 2021	$	17	$	2	$	19
Cash payments	Cash payments	(37)		—		(37)		Cash payments	(2)		(2)		(4)
Restructuring charges	Restructuring charges	10		12		22		Restructuring charges	—		2		2
Other(1)	Other(1)	(11)		(12)		(23)		Other(1)	(1)		—		(1)
Reserve balances at September 30, 2021		$	16	$	—	$	16
Reserve balances at March 31, 2022								Reserve balances at March 31, 2022	$	14	$	2	$	16

(1)In the ~~nine months ended September 30, 2021,~~first quarter of 2022, Other for layoff costs included a $9$1 charge for a pension plan ~~settlements and a $2 charge for other layoffs costs; while other exit costs were primarily related to an $11 charge for other exit costs including accelerated depreciation.~~settlement.

The ~~remaining~~majority of the layoff cost and other exit cost reserves ~~are~~is expected to be paid in cash ~~by mid-year 2022.~~during 2022, with small amounts to be paid through 2024.

~~F. Other Expense, Net~~
Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Non-service related net periodic benefit cost $ 2 $ 8 $ 8 $ 19
Interest income (1) (1) (2) (5)
Foreign currency (gains) losses, net (2) (5) 1 (12)
Net loss from asset sales 3 2 7 6
Deferred compensation (1) 4 5 1
Other, net — — (6) (9)
Other expense, net $ 1 $ 8 $ 13 $ —

G.E. Pension and Other Postretirement Benefits

The components of net periodic cost (benefit) were as follows:


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Pension benefits	Pension benefits									Pension benefits
Service cost	Service cost	$	1	$	1	$	3	$	10	Service cost	$	1	$	1
Interest cost	Interest cost	12		17		36		81		Interest cost	12		12
Expected return on plan assets	Expected return on plan assets	(23)		(21)		(69)		(115)		Expected return on plan assets	(20)		(23)
Recognized net actuarial loss	Recognized net actuarial loss	14		12		43		66		Recognized net actuarial loss	13		14

Settlements	Settlements	3		8		9		72		Settlements	1		3

Net periodic cost(1)	Net periodic cost(1)	7		17		22		114		Net periodic cost(1)	$	7	$	7
Discontinued operations		—		—		—		20
Net amount recognized in continuing operations in Statement of Consolidated Operations		$	7	$	17	$	22	$	94

Other postretirement benefits	Other postretirement benefits									Other postretirement benefits
Service cost	Service cost	$	—	$	1	$	1	$	3	Service cost	$	—	$	—
Interest cost	Interest cost	1		2		4		9		Interest cost	1		1
Recognized net actuarial loss	Recognized net actuarial loss	1		—		1		2		Recognized net actuarial loss	—		—
Amortization of prior service benefit	Amortization of prior service benefit	(3)		(2)		(7)		(5)		Amortization of prior service benefit	(2)		(1)
Curtailments		—		(2)		—		(2)

Net periodic (benefit) cost(1)		(1)		(1)		(1)		7
Discontinued operations		—		—		—		6
Net amount recognized in continuing operations in Statement of Consolidated Operations		$	(1)	$	(1)	$	(1)	$	1

Net periodic benefit(1)										Net periodic benefit(1)	$	(1)	$	—

(1)Service cost ~~for continuing operations~~ was included within Cost of goods sold, Selling, general administrative, and other expenses, and Research and

development expenses; settlements ~~and curtailments~~ were included in Restructuring and other charges; and all other cost components were recorded in Other expense, net in the Statement of Consolidated Operations. ~~The amounts included in net periodic cost (benefit) include costs related to both continuing and discontinued operations for the nine months ended September 30, 2020~~.

Pension benefits

InFor the ~~third~~first quarter of 2022 and 2021, the Company applied settlement accounting to certain U.S. ~~and Canadian~~ pension plans due to lump sum payments made to participants, which resulted in settlement charges for the quarter of $3$1 and ~~$9 in the third quarter and nine months ended September 30, 2021,~~$3, respectively, that were recorded in Restructuring and other ~~charges.~~

In October 2021, the Company undertook additional actions to reduce gross pension obligations by approximately $125 by purchasing group annuity contracts with a third-party carrier to pay and administer future annuity payments. These actions are expected to result in a settlement charge of approximately $30 and will be recorded in Restructuring and other charges ~~in the fourth quarter ending December 31, 2021~~ in the Statement of Consolidated Operations. ~~The funded status of the plans have not been significantly impacted.~~

On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA 2021”) was signed into law in the United States. ARPA 2021, in part, provides temporary relief for employers who sponsor defined benefit pension plans related to funding contributions under the Employee Retirement Income Security Act of 1974. ~~Considering~~For the ~~impact~~first quarter of ~~ARPA~~2022 and 2021, ~~management expects~~ Howmet’s ~~estimated~~ pension contributions and other postretirement benefit payments ~~in 2021 to be~~were approximately ~~$120.~~

~~In the second quarter ended June 30, 2020~~$13 and nine months ended September 30, 2020, the Company undertook a number of actions to reduce pension obligations in the U.K. by offering lump sum payments to certain plan participants and entering into group annuity contracts with a third-party carrier to pay and administer future annuity payments. The Company applied settlement accounting to these U.K. pension plans which resulted in settlement charges of ~~$62~~ ~~that were recorded in Restructuring and other charges in the Statement of Consolidated Operations in the second quarter ended June 30, 2020 and~~

~~nine months ended September 30, 2020.~~

In the third quarter and nine months ended September 30, 2020, the Company also applied settlement accounting to certain Canadian, U.K., and U.S. pension plans due to lump sum payments to participants which resulted in settlement charges of $8 ~~and $10, respectively, that were recorded in Restructuring and other charges.~~$33, respectively.

Other postretirement benefits

In the first quarter of 2021, the Company announced a plan administration change of certain of its Medicare-eligible prescription drug benefits to an Employer Group Waiver Plan with a wrap-around secondary plan effective July 1, 2021. The administration change is expected to reduce costs to the Company through the usage of Medicare Part D and drug manufacturer subsidies. Due to this amendment, along with the associated plan remeasurements, the Company recorded a decrease to its Accrued other postretirement benefits liability of $39, which was offset in Accumulated other comprehensive loss in the Consolidated Balance Sheet.

~~In the third quarter of 2020, the Company applied curtailment accounting due to a workforce reduction resulting in a decrease in expense of~~ $2 ~~which is recorded in Restructuring and other charges in the Statement of Consolidated Operations.~~

In the second quarter of 2020, the Company communicated to plan participants that for its U.S. salaried and non-bargained hourly retirees of the Company and its subsidiaries, it would eliminate certain health care subsidies effective December 31, 2021 and that for certain bargained retirees of the Company, it would eliminate certain health care subsidies effective December 31, 2021 and the life insurance benefit effective August 1, 2020. As a result of these changes, in the second quarter of 2020, the Company recorded a decrease to the Accrued other postretirement benefits liability of $6, which was offset in Accumulated other comprehensive loss.F. Other Expense, Net


	First quarter ended
	March 31,
	2022		2021
Non-service related net periodic benefit cost	$	4	$	3

Foreign currency (gains) losses, net	(3)		2
Net loss from asset sales	3		3

Deferred compensation	(3)		2
Other, net	—		(6)
Other expense, net	$	1	$	4

H.G. Income Taxes

The Company’s year-to-date tax provision is comprised of the most recent estimated annual effective tax rate applied to year-to-date pre-tax ordinary income. The tax impacts of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are recorded discretely in the interim period in which they occur. In addition, the tax provision is adjusted for the interim period impact of non-benefited pre-tax losses.

The estimated annual effective tax rate, before discrete items, applied to ordinary income was ~~29.7%~~24.3% in ~~both~~ the ~~third~~first quarter of 2022 and ~~nine months ended September 30,~~30.4% in the first quarter of 2021. The 2022 and 2021 ~~and 34.5% in both the third quarter and nine months ended September 30, 2020. The 2021 rate was~~rates were higher than the U.S. federal statutory rate of 21% primarily due to additional estimated U.S. tax on Global Intangible Low-Taxed Income (“GILTI”) and other foreign earnings, incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, and nondeductible expenses. The 2020 rate was higher than the U.S. federal statutory rate of 21% primarily due to U.S. tax on foreign earnings, incremental state tax and foreign taxes on earnings also subject to U.S. federal income tax, and nondeductible expenses.

For the ~~third~~first quarter of ~~2021~~2022 and ~~2020,~~2021, the tax rate including discrete items was ~~17.4% (benefit on income)~~23.4% and ~~400.0% (benefit on a relatively small loss)~~29.2%, respectively. For the ~~third~~first quarter of 2022, the Company recorded a discrete net tax benefit of $2 for other items. For the first quarter of 2021, the Company recorded a discrete net tax benefit of ~~$12 related to a net $13 benefit from prior year amended returns and audit settlements, and a net~~ $1 charge for other items. For the third quarter of 2020, the Company recorded a discrete tax benefit of $41 related to a $36 benefit for a U.S. tax law change associated with the issuance of final regulations that provide for an exclusion of certain high-taxed foreign earnings from the calculation of GILTI, a net $6 benefit for prior year items, and a net $1 charge for other items.

~~For the nine months ended September 30, 2021 and 2020, the~~The tax rate including discrete items was 26.4% (provision on income) and 5.0% (benefit on income), respectively. For the nine months ended September 30, 2021, the Company recorded a discrete tax benefit of $9 related to a net $13 benefit related to prior year amended returns and audit settlements, a $2 charge for a U.K. tax rate change, and a net $2 charge for other items. For the nine months ended September 30, 2020, the Company recorded a discrete tax benefit of $39 related to a $36 benefit for a U.S. tax law change associated with the issuance of final regulations that provide for an exclusion of certain high-taxed foreign earnings from the calculation of GILTI, a $6 chargeprovision for the ~~remeasurement of deferred tax balances in various jurisdictions as a result~~first quarter ended March 31, 2022 and 2021 was comprised of the ~~Arconic Inc. Separation Transaction, a $5 benefit for stock compensation, a net $2 benefit for prior year items, and a net $2 benefit for other items.~~

following:


	First quarter ended
	March 31,
	2022		2021
Pre-tax income at estimated annual effective income tax rate before discrete items	$	42	$	34


Other discrete items	(2)		(1)
Provision for income taxes	$	40	$	33

1812

~~The tax (benefit) provision for the third quarter and nine months ended September 30, 2021 and 2020 were comprised of the following:~~
Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Pre-tax income (loss) at estimated annual effective income tax rate before discrete items $ 7 $ (4) $ 73 $ 34
Impact of change in estimated annual effective tax rate on previous quarter’s pre-tax income 1 (2) — —
Interim period treatment of operational losses in foreign jurisdictions for which no tax benefit is recognized — (1) 1 —
Other discrete items (12) (41) (9) (39)
(Benefit) provision for income taxes $ (4) $ (48) $ 65 $ (5)

I.H. Earnings Per Share

Basic earnings per share (“EPS”) amounts are computed by dividing earnings, after the deduction of preferred stock dividends declared, by the average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive share equivalents outstanding.

The information used to compute basic and diluted EPS attributable to Howmet common shareholders was as follows (shares in millions):


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income from continuing operations attributable to common shareholders		$	27	$	36	$	181	$	105
Income from discontinued operations		—		—		—		50

Net income attributable to common shareholders	Net income attributable to common shareholders	27		36		181		155		Net income attributable to common shareholders	$	131	$	80
Less: preferred stock dividends declared	Less: preferred stock dividends declared	1		1		2		2		Less: preferred stock dividends declared	1		1
Net income available to Howmet Aerospace common shareholders - basic and diluted	Net income available to Howmet Aerospace common shareholders - basic and diluted	$	26	$	35	$	179	$	153	Net income available to Howmet Aerospace common shareholders - basic and diluted	$	130	$	79

Average shares outstanding - basic	Average shares outstanding - basic	429		436		431		436		Average shares outstanding - basic	419		434
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock options	Stock options	1		—		1		—		Stock options	—		1
Stock and performance awards	Stock and performance awards	4		3		5		4		Stock and performance awards	6		4

Average shares outstanding - diluted	Average shares outstanding - diluted	434		439		437		440		Average shares outstanding - diluted	425		439

Common stock outstanding at ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was approximately ~~428~~418 million and 434 million, respectively.

On August 18, 2021, the Company announced that its Board of Directors authorized a share repurchase program of up to $1,500 of the Company's outstanding common stock. ~~The Board had previously authorized, in May 2019, a share repurchase program of up to $500, of which approximately $77 Board authorization remained available as of July 31, 2021.~~ In the quarter ended ~~September 30, 2021,~~March 31, 2022, the Company repurchased approximately ~~770 thousand~~5 million shares of its common stock at an average price of ~~$32.50~~$34.00 per share (excluding commissions cost) for ~~approximately $25~~$175 in cash. All of the shares repurchased have been retired. After giving effect to the share repurchases made through ~~September 30, 2021,~~March 31, 2022, approximately ~~$1,552~~$1,172 Board authorization remains available. Under the Company’s share repurchase programs (the “Share Repurchase Programs”), the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements or other derivative transactions. There is no stated expiration for the Share Repurchase Programs. Under its Share Repurchase Programs, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations, including limits under ~~the Company’s~~its Five-Year Revolving Credit Agreement (the “Credit Agreement”) (see Note ON). The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the Share Repurchase Programs may be suspended, modified or terminated at any time without prior notice.

The 5approximately 15 million decrease in average shares outstanding (basic) for the ~~nine months ended September 30, 2021~~first quarter of 2022 compared to the ~~nine months ended September 30, 2020~~first quarter of 2021 was primarily due to the 7approximately 19 million shares repurchased during ~~2021.~~2021 and 2022. As average shares outstanding are used in the calculation for both basic and diluted EPS, the full impact of share repurchases was not realized in EPS in the ~~third~~first quarter ~~and nine months ended September 30, 2021~~of 2022 as share repurchases occurred at varying points during the ~~second and third quarter of 2021.~~quarter.

The following shares were excluded from the calculation of average shares outstanding – diluted as their effect was anti-dilutive (shares in millions):
Third quarter ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Stock options(1)
— 3 — 3


	First quarter ended
	March 31,
	2022	2021

Stock options(1)	—	1

(1)There were no anti-dilutive shares as of March 31, 2022. The weighted average exercise price per share of options excluded from diluted EPS was ~~$33.61 and $26.03~~$31.86 as of ~~September 30, 2021 and 2020, respectively.~~March 31, 2021.

2013

J.I. Accumulated Other Comprehensive Loss

The following table details the activity of the three components that comprise Accumulated other comprehensive loss:


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Pension and other postretirement benefits (G)
Pension and other postretirement benefits (E)										Pension and other postretirement benefits (E)
Balance at beginning of period	Balance at beginning of period	$	(903)	$	(866)	$	(980)	$	(2,732)	Balance at beginning of period	$	(799)	$	(980)
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Unrecognized net actuarial gain (loss) and prior service cost/benefit		1		(7)		68		(66)
Tax benefit (expense)		—		3		(15)		11
Total Other comprehensive income (loss) before reclassifications, net of tax		1		(4)		53		(55)
Unrecognized net actuarial gain and prior service cost/benefit										Unrecognized net actuarial gain and prior service cost/benefit	1		37
Tax expense										Tax expense	—		(8)
Total Other comprehensive income before reclassifications, net of tax										Total Other comprehensive income before reclassifications, net of tax	1		29
Amortization of net actuarial loss and prior service cost(1)	Amortization of net actuarial loss and prior service cost(1)	15		16		46		133		Amortization of net actuarial loss and prior service cost(1)	12		16
Tax expense(2)	Tax expense(2)	(3)		(4)		(9)		(24)		Tax expense(2)	(3)		(3)
Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)	Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)	12		12		37		109		Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)	9		13
Total Other comprehensive income	Total Other comprehensive income	13		8		90		54		Total Other comprehensive income	10		42
Transfer to Arconic Corporation		—		(22)		—		1,798

Balance at end of period	Balance at end of period	$	(890)	$	(880)	$	(890)	$	(880)	Balance at end of period	$	(789)	$	(938)
Foreign currency translation	Foreign currency translation									Foreign currency translation
Balance at beginning of period	Balance at beginning of period	$	(992)	$	(1,097)	$	(966)	$	(596)	Balance at beginning of period	$	(1,062)	$	(966)
Foreign currency translation		(36)		48		(62)		(39)
Net amount reclassified from Accumulated other comprehensive loss(4)		—		—		—		14
Other comprehensive (loss) income		(36)		48		(62)		(25)
Transfer to Arconic Corporation		—		—		—		(428)

Other comprehensive loss										Other comprehensive loss	(31)		(44)

Balance at end of period	Balance at end of period	$	(1,028)	$	(1,049)	$	(1,028)	$	(1,049)	Balance at end of period	$	(1,093)	$	(1,010)

Cash flow hedges	Cash flow hedges									Cash flow hedges
Balance at beginning of period	Balance at beginning of period	$	11	$	(5)	$	3	$	(1)	Balance at beginning of period	$	(2)	$	3

Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Net change from periodic revaluations	Net change from periodic revaluations	1		2		20		(6)		Net change from periodic revaluations	25		8
Tax benefit (expense)		—		2		(4)		2
Total Other comprehensive income (loss) before reclassifications, net of tax		1		4		16		(4)
Tax expense										Tax expense	(6)		(2)
Total Other comprehensive income before reclassifications, net of tax										Total Other comprehensive income before reclassifications, net of tax	19		6
Net amount reclassified to earnings	Net amount reclassified to earnings	(7)		2		(15)		6		Net amount reclassified to earnings	1		(3)
Tax benefit (expense)(2)		2		(1)		3		(1)
Total amount reclassified from Accumulated other comprehensive (loss) income, net of tax(3)		(5)		1		(12)		5
Total Other comprehensive (loss) income		(4)		5		4		1
Tax benefit(2)										Tax benefit(2)	—		1
Total amount reclassified from Accumulated other comprehensive income (loss), net of tax(3)										Total amount reclassified from Accumulated other comprehensive income (loss), net of tax(3)	1		(2)
Total Other comprehensive income										Total Other comprehensive income	20		4
Balance at end of period	Balance at end of period	$	7	$	—	$	7	$	—	Balance at end of period	$	18	$	7

Accumulated other comprehensive loss	Accumulated other comprehensive loss	$	(1,911)	$	(1,929)	$	(1,911)	$	(1,929)	Accumulated other comprehensive loss	$	(1,864)	$	(1,941)

(1)These amounts were recorded in Other expense, net on(see Note F) and Restructuring and other charges (see Note D) in the Statement of ~~Consolidation Operations (see~~ ~~Note~~ F).Consolidated Operations.

(2)These amounts were included in ~~(Benefit) provision~~Provision for income taxes on(see Note G) in the Statement of Consolidated Operations.

(3)A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings.

~~(4)Foreign currency translation charges were included in Restructuring and other charges on the Statement of Consolidated Operations due to the sale of foreign entities.~~

K.J. Receivables

Sale of Receivables Programs

The Company has historically maintained 2 accounts receivables securitization arrangements. The net cash funding from the sale of accounts receivable was neither a use of cash nor a source of cash for the first quarter of 2022 or 2021.

The first was an arrangement with financial institutions to sell certain customer receivables without recourse on a revolving basis (the “Receivables Sale Program”) and was terminated on August 30, 2021. This arrangement historically provided up to a maximum funding of $300 for receivables sold. The Company maintained a beneficial interest, or a right to collect cash, on the sold receivables that have not been funded (deferred purchase program receivable). In connection with the termination, t~~he Company repurchased the remaining $211 unpaid receivables, paying $160 in cash and reducing the $51 deferred purchase program receivable to zero (in a non-cash transaction).~~

The Company had net cash repayments totaling $44 ($41 in draws and $85 in repayments) and $153 ($189 in draws and $342 in repayments) for the nine months ended September 30, 2021 and September 30, 2020, respectively.

As of September 30, 2021, there was no deferred purchase program receivable included in Other receivables on the accompanying Consolidated Balance Sheet. As of December 31, 2020, the deferred purchase program receivable was $12, which was included in Other receivables on the accompanying Consolidated Balance Sheet. The deferred purchase program receivable was reduced as collections of the underlying receivables occurred.

Cash receipts from customer payments on sold receivables (which were cash receipts on the underlying trade receivables that had been previously sold) as well as cash receipts and cash disbursements from

draws and repayments under the program were presented as cash receipts from sold receivables within investing activities in the Statement of Consolidated Cash ~~Flows through~~Flows. The Company had $26 net cash repayments ($18 in draws and $44 in repayments) for the ~~termination of the arrangement~~three months ended March 31, 2021 in 2021. As a result of the termination of the Receivables Sale Program on August 30, 2021, there will be no additional changes related to cash receipts from sold receivables within investing activities in the Statement of Consolidated Cash Flows in the fourth quarter of 2021.connection with this arrangement.

The second accounts receivables securitization arrangement is one in which the Company, through a wholly-owned special purpose entity (“SPE”), has a receivables purchase agreement (the “Receivables Purchase Agreement”) such that the SPE may sell certain receivables to financial institutions until the earlier of August 30, 2024 or a termination event. The Receivables Purchase Agreement also contains customary representations and warranties, as well as affirmative and negative covenants. Pursuant to the Receivables Purchase Agreement, the Company does not maintain effective control over the transferred receivables, and therefore accounts for these transfers as sales of receivables.

~~Cash received from collections of sold receivables is used by the SPE to fund additional purchases of receivables on a revolving basis.~~ This accounts receivable securitization arrangement historically provided up to a maximum funding of $125 for receivables sold. On August 30, 2021, the Company entered into an amendment to add the subsidiaries that were previously part of the terminated Receivables Sale Program, and, as a result, the maximum funding limit was increased by $200 to $325. The SPE sold the $211 of receivables, which were repurchased as a result of the termination of the Receivables Sale Program, in exchange for cash.

The SPE sold $398 and $553 of its receivables without recourse and received cash funding under this program during the third quarter and nine months ended September 30, 2021, respectively, resulting in derecognition of the receivables from the Company’s Consolidated Balance Sheet. As of September 30, 2021totaled $325 at both March 31, 2022 and December 31, ~~2020,~~2021 of which $250 was drawn as of both March 31, 2022 and ~~$46 remained outstanding from the customer, respectively.~~December 31, 2021. As collateral against the sold receivables, the SPE maintains a certain level of unsold receivables, which ~~was $90~~were $100 and ~~$33~~$79 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

The Company sold $464 and $84 of its receivables without recourse and received cash funding under this program during the three months ended March 31, 2022 and March 31, 2021, respectively, resulting in derecognition of the receivables from the Company’s Consolidated Balance Sheet. Costs associated with the sales of receivables are reflected in the Company’s Statement of Consolidated ~~Statements of~~ Operations for the periods in which the sales occur. Cash receipts from sold receivables under the Receivables Purchase Agreement ~~excluding the receipts associated with the August 30, 2021 termination of the Receivables Sale Program,~~ are presented within operating activities in the Statement of Consolidated Cash Flows.

The Company had accounts receivable securitization arrangements totaling $325 and $425 at September 30, 2021 and December 31, 2020, respectively, of which $250 was drawn as of September 30, 2021 and December 31, 2020. The net cash funding from the sale of accounts receivable was neither a use of cash nor a source of cash for any quarter of 2021.

Other Customer Receivable Sales

In the ~~third~~first quarter ~~and nine months ended September 30, 2021,~~of 2022, the Company sold ~~$103 and $267, respectively,~~$106 of certain customers’ receivables in exchange for cash ~~(of which~~ ($~~102 r~~110 was~~emained~~ outstanding from ~~the~~ customers at ~~September 30, 2021)~~March 31, 2022), the proceeds from which are presented in changes in receivables within operating activities in the Statement of Consolidated Cash Flows. In the ~~third~~first quarter ~~and nine months ended September 30, 2020,~~of 2021, the Company sold ~~$42 and $131, respectively,~~$66 of

certain customers’ receivables in exchange for cash, the proceeds from which are presented in changes in receivables within operating activities in the Statement of Consolidated Cash Flows.

L.K. Inventories


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Finished goods	Finished goods	$	479	$	528	Finished goods	$	487	$	478
Work-in-process	Work-in-process	640		629		Work-in-process	676		631
Purchased raw materials	Purchased raw materials	264		292		Purchased raw materials	279		256
Operating supplies	Operating supplies	37		39		Operating supplies	41		37
Total inventories	Total inventories	$	1,420	$	1,488	Total inventories	$	1,483	$	1,402

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the portion of inventories valued on a last-in, first-out (“LIFO”) basis was ~~$500~~$588 and ~~$458,~~$523, respectively. These amounts exclude the effects of LIFO valuation reductions, which were ~~$173~~$201 and ~~$131~~$192 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

M.L. Properties, Plants, and Equipment, net


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Land and land rights(1)	Land and land rights(1)	$	92	$	98	Land and land rights(1)	$	90	$	91
Structures(1)	Structures(1)	1,024		1,033		Structures(1)	959		1,034
Machinery and equipment	Machinery and equipment	3,940		3,879		Machinery and equipment	3,961		3,932
		5,056		5,010			5,010		5,057
Less: accumulated depreciation and amortization(1)	Less: accumulated depreciation and amortization(1)	2,736		2,626		Less: accumulated depreciation and amortization(1)	2,770		2,772
		2,320		2,384			2,240		2,285
Construction work-in-progress	Construction work-in-progress	163		208		Construction work-in-progress	160		182
Properties, plants, and equipment, net	Properties, plants, and equipment, net	$	2,483	$	2,592	Properties, plants, and equipment, net	$	2,400	$	2,467

(1)The Company reached an agreement to sell the corporate center and, as a result, it was classified as held for sale and included in Prepaid expenses and other current assets in the Consolidated Balance Sheet. The carrying value of the building was $40 at March 31, 2022, and no material gain or loss is expected upon finalization of the sale. The Company intends to lease a portion of the property back from the purchaser.

The Company incurred capital expenditures which remained unpaid at ~~September 30,~~March 31, 2022 and March 31, 2021 of $29 and ~~September 30, 2020 of $42 and $29,~~$28, respectively, and will result in cash outflows ~~for~~within investing activities in the Statement of Consolidated Cash Flows in subsequent periods.

N.M. Leases

Operating lease cost, which ~~includes~~included short-term leases and variable lease payments and approximates cash paid, was ~~$15~~$16 and $17 in the ~~third~~first quarter of ~~2021~~2022 and ~~2020, respectively. Operating lease cost, which includes short-term leases and variable lease payments and approximates cash paid, was $48 and $53 in the nine months ended September 30,~~ 2021, ~~and 2020,~~ respectively.

Operating lease right-of-use assets and lease liabilities in the Consolidated Balance Sheet were as follows:
September 30, 2021 December 31, 2020
Right-of-use assets classified in Other noncurrent assets $ 116 $ 131
Current portion of lease liabilities classified in Other current liabilities
$ 34 $ 38
Long-term portion of lease liabilities classified in Other noncurrent liabilities 88 100
Total lease liabilities $ 122 $ 138


	March 31, 2022		December 31, 2021
Right-of-use assets classified in Other noncurrent assets	$	105	$	108

Current portion of lease liabilities classified in Other current liabilities	$	32	$	33
Long-term portion of lease liabilities classified in Other noncurrent liabilities	78		81
Total lease liabilities	$	110	$	114

O.N. Debt


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021

5.400% Notes, due 2021(1)		$	—	$	361
5.870% Notes, due 2022(2)		—		476

5.125% Notes, due 2024	5.125% Notes, due 2024	1,197		1,250		5.125% Notes, due 2024	$	1,150	$	1,150
6.875% Notes, due 2025	6.875% Notes, due 2025	600		1,200		6.875% Notes, due 2025	600		600
5.900% Notes, due 2027	5.900% Notes, due 2027	625		625		5.900% Notes, due 2027	625		625
6.750% Bonds, due 2028	6.750% Bonds, due 2028	300		300		6.750% Bonds, due 2028	300		300
3.000% Notes, due 2029	3.000% Notes, due 2029	700		—		3.000% Notes, due 2029	700		700
5.950% Notes, due 2037	5.950% Notes, due 2037	625		625		5.950% Notes, due 2037	625		625
4.750% Iowa Finance Authority Loan, due 2042	4.750% Iowa Finance Authority Loan, due 2042	250		250		4.750% Iowa Finance Authority Loan, due 2042	250		250
Other~~(3)~~(1)	Other~~(3)~~(1)	(11)		(12)		Other~~(3)~~(1)	(19)		(18)
		4,286		5,075			4,231		4,232
Less: amount due within one year	Less: amount due within one year	14		376		Less: amount due within one year	3		5
Total long-term debt	Total long-term debt	$	4,272	$	4,699	Total long-term debt	$	4,228	$	4,227

(1)~~Redeemed on January 15, 2021.~~

~~(2)Redeemed on May 3, 2021.~~

~~(3)~~Includes various financing arrangements related to subsidiaries, unamortized debt discounts and unamortized debt issuance costs related to outstanding notes and bonds listed in the table above.

Public Debt

On ~~April 6, 2020, the Company completed the early redemption of all $1,000 of its 6.150% Notes due 2020 (the “6.150% Notes”) and the early partial redemption of $300 of its~~ ~~5.400%~~ ~~Notes due 2021 (the “5.400%~~ ~~Notes"). Holders of the 6.150% Notes were paid an aggregate of $1,020 and holders of the~~ ~~5.400%~~ Notes were paid an aggregate of $315, plus accrued and unpaid interest up to, but not including, the redemption date. The Company incurred early termination premium and accrued interest of $35 and $17, respectively, which were recorded in Loss on debt redemption and Interest expense, net, respectively, during the second quarter ended June 30, 2020 ~~in the Statement of Consolidated Operations.~~

On April 24, 2020, the Company completed an offering of $1,200 aggregate principal amount of 6.875% Notes due 2025 (the “6.875% Notes”), the proceeds of which have been used to fund the cash tender offers noted above and to pay related transaction fees, including applicable premiums and expenses, with the remaining amount to be used for general corporate purposes. The Company incurred deferred financing costs of $14 associated with the issuance in the second quarter of 2020.

~~On May 21, 2020, the Company completed a cash tender offer and~~ ~~repurchased $589 and $151 of principa~~l amount of the 5.400% Notes and its 5.870% Notes due 2022 (the “5.870% Notes”), respectively. The amount of early tender premium and accrued interest associated with the notes accepted for early settlement were $24 and $4, respectively, which were recorded in Loss on debt redemption and Interest expense, net, respectively, during the second quarter ended June 30, 2020 in the Statement of Consolidated Operations.

On January 15, 2021, the Company completed the early redemption of all the remaining $361 of its 5.400% Notes due 2021 at par and paid $5 in accrued interest.

~~On May 3, 2021, the Company completed the early redemption of all the remaining $476 aggregate principal amount of its~~ ~~5.870%~~ ~~Notesand~~ ~~paid an aggregate of $503, including~~ ~~$5 of accrued interest. The Company also incurred an early termination premium and other costs of~~ ~~$23, which was recorded in Loss on debt redemption in the second quarter of 2021~~.

On September 1, 2021, the Company completed an offering of $700 aggregate principal amount of 3.000% Notes due 2029, the proceeds of which have been used to fund the cash tender offer noted below and to pay related transaction fees, including applicable premiums and expenses.

On September 2, 2021, the Company completed a cash tender offer and repurchased approximately $600 aggregate principal amount of its 6.875% Notes. The amount of tender premium and accrued interest associated with the notes accepted for settlement were $105 and $14, respectively, which were recorded in Loss on debt redemption and Interest expense, net, respectively, during the third quarter ended September 30, 2021 in the Statement of Consolidated Operations.

In the third quarter of 2021, the Company repurchased in the open market approximately $53 aggregate principal amount of its 5.125% Notes due 2024 (the “5.125% Notes”) and paid approximately $59, including an early termination premium and accrued interest of approximately $5 and $1, respectively, which were recorded in Loss on debt redemption and Interest expense, net, respectively. In October 2021, the Company repurchased an additional $47 aggregate principal amount of its 5.125% Notes in the open market and paid approximately $52, including an early termination premium of approximately $5, which will be recorded in Loss on debt redemption in the fourth quarter ending December 31, 2021 in the Statement of Consolidated Operations.

~~On an annual basis, the current year debt activity will decrease Interest expense, net by approximately $70.~~

Credit Facility

On September 28, 2021, the Company amended and restated its ~~Five-Year Revolving~~ Credit ~~Agreement (the “Credit Agreement”).~~Agreement. The Credit Agreement provides a $1,000 senior unsecured revolving credit facility that matures on September 28, 2026, unless extended or earlier terminated in accordance with the provisions of the Credit Agreement. Capitalized terms used in this “Credit Facility” section but not otherwise defined shall have the meanings given to such terms in the Credit Agreement.

Under the Credit Agreement, the Company’s ratio of Consolidated Net Debt to Consolidated EBITDA as of the end of each fiscal quarter for the period of the four fiscal quarters of the Company most recently ended, is required to be no greater than 3.50 to 1.00; provided, however, that during the Covenant Relief Period through December 31, 2022 (unless the Company elects to terminate the Covenant Relief Period earlier in accordance with the Credit Agreement), the Company’s Consolidated Net Debt to Consolidated EBITDA ratio cannot exceed the levels set forth below:


			No greater than


~~(i) for the quarter ending September 30, 2021~~			~~5.00 to 1.00~~

~~(ii) for the quarter ending December 31, 2021~~			~~4.75 to 1.00~~
~~(iii)~~ (i) for the quarter ending March 31, 2022			4.50 to 1.00
~~(iv)~~ (ii) for the quarter ending June 30, 2022			4.50 to 1.00
~~(v)~~(iii) for the quarter ending September 30, 2022			4.25 to 1.00
~~(vi)~~(iv) for the quarter ending December 31, 2022			3.75 to 1.00

During the Covenant Relief Period, common stock dividends and share repurchases (see Note IH) are permitted only if no loans under the Credit Agreement are outstanding at the time and are limited to an aggregate amount not to exceed ~~$450~~$500 during the year ending December 31, ~~2021, with an incremental amount~~2022. Common stock dividends and share repurchases were $183 for the first quarter of ~~$500 available during the year ending December 31, 2022 provided that any amount that remains unused as of December 31, 2021 may be carried forward and used during the year ending December 31,~~ 2022.

There were no amounts outstanding under the Credit Agreement at ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020,~~2021, and no amounts were borrowed during ~~2021~~2022 or ~~2020~~2021 under the Credit Agreement. At ~~September 30, 2021,~~March 31, 2022, the Company was in compliance with all covenants under the Credit Agreement. Availability under the Credit Agreement could be reduced in future periods if the Company fails to maintain the required ratios referenced above.

P.O. Fair Value of Financial Instruments

The carrying values of Cash and cash equivalents, restricted cash, derivatives, noncurrent receivables, and Short-term debt included in the Consolidated Balance Sheet approximate their fair value. The Company holds exchange-traded fixed income securities which are considered available-for-sale securities that are carried at fair value which is based on quoted market prices which are classified in Level 1 of the fair value hierarchy and are included in Prepaid expenses and other current assets in the Consolidated Balance Sheet. The fair value of Long-term debt, less amount due within one year was based on quoted market prices for public debt and on interest rates that are currently available to Howmet for issuance of debt with similar terms and maturities for non-public debt. The fair value amounts for all Long-term debt were classified in Level 2 of the fair value hierarchy.
September 30, 2021 December 31, 2020
Carrying
value Fair
value Carrying
value Fair
value
Long-term debt, less amount due within one year $ 4,272 $ 4,872 $ 4,699 $ 5,426


	March 31, 2022				December 31, 2021
	Carrying value		Fair value		Carrying value		Fair value
Long-term debt, less amount due within one year	$	4,228	$	4,405	$	4,227	$	4,707

Restricted cash, which is included in Prepaid expenses and other current assets in the Consolidated Balance Sheet, was $2 ~~and $1~~ at ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~

2021.

~~Q. Divestitures~~P. Divestiture

2021 Divestiture

On ~~June 1,~~March 15, 2021, the Company ~~completed the sale of~~reached an agreement to sell a small manufacturing plant in France within the Fastening Systems segment, ~~for $10 (of which $8 of cash was received in the second quarter of 2021). An agreement to sell was reached on March 15, 2021,~~ which resulted in a charge of $4 related to the non-cash impairment of the net book value of the business, primarily goodwill, in the first quarter of 2021 which was recorded in Restructuring and other charges in the Statement of Consolidated Operations.

~~2020 Divestiture~~

On ~~January 31, 2020,~~June 1, 2021, the Company reached an agreement to sell a small manufacturing plant in the U.K. within the Engineered Structures segment for $12 in cash, and therefore was classified as held for sale. As a result of entering into the agreement, a charge of $12 was recognized related to a non-cash impairment of the net book value of the business, primarily properties, plants, and equipment in the first quarter of 2020, which was recorded in Restructuring and other charges in the Statement of Consolidated Operations. Ascompleted the sale ~~did not close, the Company changed the classification from held~~ for ~~sale to held for use~~$10 (of which $8 of cash was received in the second quarter of 2020 and recorded these assets at their lower of carrying value (assuming no initial reclassification for held for sale was made) or fair value. The result was a reversal of $7 related to a non-cash impairment in the second quarter of 2020. These charges were recorded in Restructuring and other charges in the Statement of Consolidated Operations.2021).

R.Q. Contingencies and Commitments

Contingencies

The following information supplements and, as applicable, updates the discussion of the contingencies and commitments in Note V to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the “Form 10-K”), and should be read in conjunction with the complete descriptions provided in the Form 10-K.

Environmental Matters

Howmet participates in environmental assessments and cleanups at more than 30 locations. These include owned or operating facilities and adjoining properties, previously owned or ~~operating~~operated facilities and adjoining properties, and waste sites, including Superfund (Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”)) sites.

A liability is recorded for environmental remediation when a cleanup program becomes probable and the costs can be reasonably estimated. As assessments and cleanups proceed, the liability is adjusted based on progress made in determining the extent of remedial actions and related costs. The liability can change substantially due to factors such as the nature and extent of contamination, changes in remedial requirements, and technological changes, among others.

The Company’s remediation reserve balance was ~~$12 and $10~~$15 at ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively,~~2021, and was recorded in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet (of which $6 ~~and $5, respectively, were~~was classified as a current ~~liability)~~liability for both periods), and reflects the most probable costs to remediate identified environmental conditions for which costs can be reasonably estimated. ~~The increase in September 2021 is associated with site monitoring costs for previously owned property in Vernon, California, which will determine if any additional remediation is required.~~ Payments related to remediation expenses applied against the reserve were less than $1 in the ~~third~~first quarter ended ~~September 30, 2021~~March 31, 2022 and included expenditures currently mandated, as well as those not required by any regulatory authority or third party.

Included in annual operating expenses are the recurring costs of managing hazardous substances and environmental programs. These costs are estimated to be less than 1% of Cost of goods sold.

~~Reynobond PE~~

Indemnified Matters. The Separation and Distribution Agreement, dated October 31, 2016, that the Company ~~is indemnified~~entered into with Alcoa Corporation in connection with its separation from Alcoa Corporation, provides for cross-indemnities between the Company and Alcoa Corporation for claims subject to indemnification. The Separation and Distribution Agreement, dated March 31, 2020, that the Company entered into with Arconic Corporation in connection with its separation from Arconic Corporation, provides for cross-indemnities between the Company and Arconic Corporation for claims subject to indemnification. Among other claims that are covered by these indemnities, Arconic Corporation indemnifies the Company (f/k/a Arconic Inc. and f/k/a Alcoa Inc.) for all potential liabilities associated with the fire that occurred at the Grenfell Tower in London, U.K.~~, which occurred~~ on June 14, 2017, ~~by Arconic Corporation pursuant to the Separation and Distribution Agreement dated March 31, 2020,~~ including ~~with respect to~~ the following legal proceedings, ~~updated~~ as ~~applicable~~updated from the Form 10-K:

~~Howard v. Arconic Inc. et al.~~ (securities law related claims). As described in the Form 10-K, lead plaintiffs in this case, which alleges violations of the federal securities law, filed an amended complaint in July 2019 (the “Second Amended Complaint”). On June 23, 2021, the Court ruled that certain claims related to a particular registration statement, other SEC filings, product brochures and websites can proceed. All other claims against the defendants were permanently dismissed, with prejudice. On August 12, 2021, defendants filed an answer to the Second Amended Complaint. In addition, on August 11, 2021, the Company filed a motion for certification of an interlocutory appeal and associated stay, to which Plaintiffs filed an opposition on August 17, 2021 and the Company filed a reply brief on August 24, 2021. This motion remains pending before the court.

~~With respect to the~~ United Kingdom ~~litigation~~Litigation (various claims on behalf of survivors and estates of decedents) ~~and~~. The suits are stayed. A case management conference was held during the ~~Behrens~~week of April 26, 2022.

Behrens et al. v. Arconic Inc. et al.~~(various~~ (various claims on behalf of survivors and estates of decedents). On September 16, 2020, the court dismissed the U.S. case, determining that the U.K. is the appropriate jurisdiction for the case. Plaintiffs are appealing. Oral argument is scheduled for June 6, 2022.

With respect to the Howard v. Arconic Inc. et al. (securities law related claims) and Raul v. Albaugh, et alal.. (derivative related claim) proceedings, the regulatory investigations and the stockholder demands specified in the Form 10-K, there are no updates.

Lehman Brothers International (Europe) (“LBIE”) Proceeding. Lehman Brothers International (Europe) (“LBIE”) Proceeding.On June 26, 2020, LBIE filed formal proceedings against 2 Firth Rixson entities(“Firth”) in the High Court of Justice, Business and Property Courts of England and Wales. The proceedings relate to interest rate swap transactions that Firth entered into with LBIE in 2007 to 2008. In 2008, LBIE commenced insolvency proceedings, an event of default under the agreements, rendering LBIE unable to meet its obligations under the swaps and suspending Firth’s payment obligations. In the court proceedings, LBIE seeks a declaration that Firth has a contractual obligation to pay the amounts owing to LBIE under the agreements upon its emergence from insolvency proceedings which is expected to occur by 2023, which LBIE claims to be approximately $64, plus applicable interest. Firth will continue to maintain its position that multiple events of default under the agreements related to LBIE’s insolvency proceeding cannot be cured or continue indefinitely, which the Company believes are meritorious defenses. A virtual hearing in this matter occurred on January 13 and 14, 2021 in London, England, and a ruling has yet to be issued to date. Given the importance of the case for LBIE and Firth, it is expected that irrespective of the outcome of the most recent hearing, the case will be appealed and any requirement for the parties to pay amounts under the agreements will be stayed. An appeal of the case could continue ~~past the end of 2022~~ into 2023. The Company intends to vigorously defend against these claims.

Other

In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against theCompany, including those pertaining to environmental, product liability, safety and health, employment, tax and antitrust matters. While the amounts claimed in these other matters may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist. Therefore, it is possible that the Company’s liquidity or results of operations in a period could be materially affected by one or more of these other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the results of operations, financial position or cash flows of the Company.

Commitments

Guarantees

At ~~September 30, 2021,~~March 31, 2022, Howmet had outstanding bank guarantees related to tax matters, outstanding debt, workers’ compensation, environmental obligations, energy contracts, and customs duties, among others. The total amount committed under these guarantees, which expire at various dates between ~~2021~~2022 and 2040, was ~~$16~~$15 at ~~September 30, 2021.~~March 31, 2022.

Pursuant to the Separation and Distribution Agreement, dated as of October 31, 2016, between Howmet and Alcoa Corporation, Howmet was required to provide certain guarantees for Alcoa Corporation, which had a fair value of $6 ~~and $12~~ at ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively,~~2021, and were included in Other noncurrent liabilities and deferred credits onin the ~~accompanying~~ Consolidated Balance Sheet. The ~~Company was required to provide a~~remaining guarantee, ~~up to an estimated present value amount of approximately $1,406 and $1,398 at September 30, 2021 and December 31, 2020, respectively. For this guarantee, subject to its provisions,~~for which the Company isand Arconic Corporation are secondarily liable in the event of a payment default by Alcoa ~~Corporation.~~Corporation, relates to a long-term energy supply agreement that expires in 2047 at an Alcoa Corporation facility. The Company currently views the risk of an Alcoa Corporation payment default on its obligations under the contract to be remote. The Company and Arconic Corporation are required to provide a guarantee up to an estimated present value amount of approximately $1,406 at both March 31, 2022 and December 31, 2021 in the event of an Alcoa Corporation

default. In December 2021, a surety bond with a limit of $80 relating to this guarantee was obtained by Alcoa Corporation to protect Howmet’s obligation. This surety bond will be renewed on an annual basis by Alcoa Corporation.

Letters of Credit

The Company has outstanding letters of credit primarily related to workers’ compensation, environmental obligations, ~~accounts receivable securitization~~ and leasing obligations. The total amount committed under these letters of credit, which automatically renew or expire at various dates, mostly in ~~2021~~2022 and ~~2022,~~2023, was ~~$116~~$118 at ~~September 30, 2021.~~March 31, 2022.

Pursuant to the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to retain letters of credit of $53 (which are included in the $118 in the above paragraph) that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims ~~which~~that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation and letters of credit fees paid by the Company are ~~being~~ proportionally billed to, and are ~~being~~ reimbursed by, Arconic Corporation and Alcoa Corporation, respectively. Also, the Company was required to provide letters of credit for certain Arconic Corporation environmental obligations and, as a result, the Company has $17 of outstanding letters of credit relating to such liabilities (which are also included in the ~~$116~~$118 in the above paragraph). Less than $1 of these outstanding letters of credit are pending cancellation and will be deemed cancelled once returned by the beneficiary. Arconic Corporation has issued surety bonds to cover these environmental obligations. Arconic Corporation is being billed for these letter of credit fees paid by the Company and will reimburse the Company for any payments made under these letters of credit.

Surety Bonds

The Company has outstanding surety bonds primarily related to tax matters, contract performance, workers’ compensation, environmental-related matters, and customs duties. The total amount committed under these annual surety bonds, which expire and automatically renew at various dates, primarily in ~~2021~~2022 and ~~2022,~~2023, was $46 at ~~September 30, 2021.~~March 31, 2022.

Pursuant to the Separation and Distribution Agreements between the Company and Arconic Corporation and between the Company and Alcoa Corporation, the Company is required to provide surety bonds of $25 (which are included in the $46 in the above paragraph) that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims ~~which~~paid that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation claims ~~paid~~ and surety bond fees paid by the Company are ~~being~~ proportionately billed to, and are ~~being~~ reimbursed by, Arconic Corporation and Alcoa ~~Corporation.~~Corporation, respectively.

S.R. Subsequent Events

Management evaluated all activity of Howmet and concluded that no subsequent events have occurred that would require recognition in the Consolidated Financial Statements or disclosure in the Notes to the Consolidated Financial ~~Statements, except as noted below:~~

~~See~~ ~~Note G~~ ~~for details related to actions taken by the Company to reduce pension obligations.~~

~~See~~ ~~Note O~~ ~~for the open market debt repurchases made subsequent to the third quarter of 2021.~~

2819

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(U.S. dollars in millions, except per share amounts)

~~Overview~~

On April 1, 2020, Howmet Aerospace Inc. (formerly known as Arconic Inc.) (“Howmet” or the “Company”) completed the separation of its business into two independent, publicly-traded companies (the “Arconic Inc. Separation Transaction”). Following the Arconic Inc. Separation Transaction, Arconic Corporation holds the Global Rolled Products businesses (global rolled products, aluminum extrusions, and building and construction systems) previously held by the Company. The Company retained the Engineered Products and Forgings businesses (Engine Products, Engineered Structures, Fastening Systems, and Forged Wheels).

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~excludes~~(“MD&A”) is intended to help the ~~historical~~reader understand our results of Arconic Corporation, as the Arconic Inc. Separation Transaction occurred on April 1, 2020. 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 financial condition. The MD&A is provided as ~~such, have been excluded from continuing operations~~a supplement to, and ~~segment results for all periods presented. The cash flows, comprehensive income,~~should be read in conjunction with, our consolidated financial statements and ~~equity related to Arconic Corporation have not been segregated and are~~notes thereto 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 B~~Part I , Item 1 ~~to the Consolidated Financial~~(Financial Statements ~~in Part I, Item 1~~and Supplementary Data) of this Form ~~10-Q for additional information related to~~10-Q.

Overview

Howmet is a global leader in lightweight metals engineering and manufacturing. Howmet’s innovative, multi-material products, which include nickel, titanium, aluminum, and cobalt, are used worldwide in the ~~Arconic Inc. Separation Transaction~~aerospace (commercial and ~~discontinued operations.~~defense), commercial transportation, and industrial and other markets.

COVID-19

Year-to-date ~~2021,~~2022, the Company derived approximately ~~60%~~61% of its revenue from products sold to the aerospace ~~end-market. As a result of~~market. Due to the global COVID-19 pandemic and its impact on the aerospace industry ~~to-date,~~to date, there has been a decrease in domestic and international air travel. As a result, the ~~possibility exists that there could be~~demand for narrow body and wide body aircraft has been adversely affected. Narrow body demand is returning faster than wide body demand, creating a ~~sustained impact~~shift in product mix compared to our operations and financial results. Since the start of the pandemic, certain original equipment manufacturer (“OEM”) customers have reduced production or suspended manufacturing operations in North America and Europe on a temporary basis. While the pandemic resulted in the temporary closure of a small number of the Company's manufacturing facilities during 2020, all of our manufacturing facilities are currently operating.pre-pandemic conditions. Since the duration of the pandemic is uncertain, management has taken a series of actions to address the financial impact, including fixed and variable cost reductions, such as headcount reductions in certain segments, and reducing the level of capital expenditures to preserve cash and maintain liquidity.

For additional information regarding the risks of COVID-19 on our business, see section Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, “Risk Factors — Our business, results of operations, financial condition and/or cash flows have been and could continue to be ~~materially~~ adversely ~~affected~~impacted materially by the continued effects of the COVID-19 pandemic.”

Results of Operations

Earnings Summary:

Sales. Sales were ~~$1,283~~$1,324 in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$1,134~~$1,209 in the ~~third~~first quarter of ~~2020 and $3,687 in the nine months ended September 30, 2021 compared to $4,021 in the nine months ended September 30, 2020.~~2021. The increase of ~~$149,~~$115, or ~~13%~~10%, in the ~~third~~first quarter of ~~2021~~2022 was primarily due to higher sales volumes in the commercial transportation, commercial aerospace, and industrial gas turbine markets as well as favorable product pricing of $28, partially offset by declines in the defense aerospace market. Sequential improvement was driven by higher sales volumes in the commercial aerospace market. The decrease of $334, or 8%, in the nine months ended September 30, 2021 was primarily due to lower sales volumes in the commercial aerospace market, ~~driven by the impact~~an increase in material cost pass through of ~~COVID-19~~approximately $40, and ~~Boeing 787 production declines, partially offset by growth in the commercial transportation and industrial gas turbine markets as well as~~ favorable product pricing of ~~$66.~~$14, partially offset by lower sales in the defense aerospace market.

Cost of goods sold (COGS). COGS as a percentage of Sales was ~~72.3%~~71.8% in the ~~third~~first quarter of ~~2021~~2022 compared to ~~79.4%~~72.2% in the ~~third~~first quarter of ~~2020 and 72.1% in the nine months ended September 30, 2021 compared to 74.8% in the nine months ended September 30, 2020.~~2021. The decrease in the ~~third~~first quarter of ~~2021 and in the nine months ended September 30, 2021~~2022 was primarily due to ~~net cost reductions~~higher sales volumes and favorable ~~product pricing.~~productivity, partially offset by material cost pass through and increased headcount, primarily in the Engine Products and Fastening Systems segments, in anticipation of revenue increases in 2022. Additionally, the Company recorded total COGS charges of ~~$7 and net charges of $16~~$9 in the ~~third~~first quarter of ~~2020 and in the nine months ended September 30, 2020, respectively,~~2021 related to fires that occurred at a Fastening Systems plant in France in 2019 (the “France Plant Fire”) and at a Forged Wheels plant in Barberton, Ohio in ~~mid-February 2020.~~2020 (the “Barberton Plant Fire”). The Company recorded total COGS charges of ~~$1 and net charges of $7~~$5 in the ~~third~~first quarter of ~~2021 and in the nine months ended September 30, 2021, respectively,~~2022 related to the ~~fires in~~ France Plant Fire and Barberton ~~in 2021.~~Plant Fire. The Company anticipates additional charges of approximately $3 to $7 in the ~~fourth~~second quarter of ~~2021,~~2022, with further impacts in subsequent quarters as the businesses continue to recover from the fires.

Selling, general administrative, and other expenses (SG&A). SG&A expenses were ~~$70~~$69 in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$66~~$65 in the ~~third~~first quarter of ~~2020 and $190 in the nine months ended September 30, 2021 compared to $219 in the nine months ended September 30, 2020.~~2021. The increase of $4, or 6%, in the ~~third~~first quarter of ~~2021~~2022 was primarily due to ~~lower insurance reimbursements. The decrease~~previous legal reimbursements and higher Corporate costs, partially offset by net legal and other advisory reimbursements for an Arconic Corporation indemnified claim of $29, or 13%, in the nine months ended September 30, 2021 was primarily due to overhead cost reductions as well as costs incurred in the nine months ended September 30, 2020 associated with the Arconic Inc. Separation Transaction.$3.

Research and development expenses (R&D). R&D expenses were $4$7 in the ~~third~~first quarter of ~~2021~~2022 and $5 in the ~~third~~first quarter of ~~2020, a decrease~~2021, an increase of ~~$1,~~$2, or ~~20%~~40%. ~~R&D expenses were $13 in both the nine months ended September 30, 2021 and the nine months ended September 30, 2020.~~

Restructuring and other charges. Restructuring and other charges were $8$2 in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$22~~$9 in the ~~third~~first quarter of ~~2020~~2021 or a decrease of ~~$14, and $22 in the nine months ended September 30, 2021 compared to $166 in the nine months ended September 30, 2020 or a decrease of $144.~~$7.

Restructuring and other charges for the ~~third~~first quarter ~~and nine months ended September 30, 2021~~of 2022 were primarily due to ~~charges for~~a U.S. pension plan ~~settlements~~settlement and exit related ~~costs.~~costs of $2.

Restructuring and other charges for the ~~third~~first quarter of ~~2020~~2021 were primarily comprised of a ~~$17 charge for layoff costs and an $8 charge for pension plan settlements. These charges were partially offset by a $3 benefit from the termination of a deferred compensation plan.~~

Restructuring and other charges in the nine months ended September 30, 2020 were primarily comprised of a $93 charge for layoff costs, a $72 charge for pension plan settlements, a $6 post-closing adjustment related to the sale of the Company’s U.K. forgings business (which was formerly part of the Engine Products segment), a $5$4 charge for impairment of assets associated with an agreement to sell ~~an aerospace components~~a small manufacturing business in the U.K (within the Engineered Structures segment), and a $5 charge for various other exit costs. These charges were partially offset by a benefit of $10 related to the reversal of a number of prior period programsFrance and a $3 ~~benefit from the termination of a deferred compensation plan.~~charge for U.S. pension plans' settlement accounting.

See Note E D to the Consolidated Financial Statements in Part I, Item I of this Form 10-Q for additional detail.

~~Loss on debt redemption.~~ Loss on debt redemption was $118 in the third quarter of 2021 compared to none in the third quarter of 2020, and $141 in the nine months ended September 30, 2021 compared to $64 in the nine months ended September 30, 2020. The increase of $118 in the third quarter of 2021 and $77, or 120%, in the nine months ended September 30, 2021 was primarily due to higher debt tender premiums paid on the 6.875% Notes due 2025 (the “6.875% Notes”).

Interest expense, net. Interest expense, net was ~~$63~~$58 in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$77~~$72 in the ~~third~~first quarter of ~~2020, and $201 in the nine months ended September 30, 2021 compared to $241 in the nine months ended September 30, 2020.~~2021. The decrease of $14, or ~~18%~~19%, in the ~~third~~first quarter of ~~2021 and $40, or 17%, in the nine months ended September 30, 2021~~2022 was primarily due to a reduced average level of ~~debt for the third quarter and nine months ended September 30, 2021, respectively.~~debt.

See Note ON to the Consolidated Financial Statements in Part I, Item I of this Form 10-Q for additional detail related to the Company’s ~~debt activity.~~debt.

Other expense, net. Other expense, net was $1 in the ~~third~~first quarter of ~~2021~~2022 compared to Other expense, net of $8$4 in the ~~third~~first quarter of ~~2020, and Other expense, net was $13 in the nine months ended September 30, 2021 compared to Other expense, net of less than $1 in the nine months ended September 30, 2020.~~2021. The decrease of ~~$7,~~$3, or ~~88%~~75%, in the ~~third~~first quarter of ~~2021~~2022 was primarily due to ~~lower non-service related net periodic benefit cost~~an increase in foreign currency gains of $6$5 and the impacts of deferred compensation arrangements of $5, partially offset by a decrease in foreign currency gains of $3. The increase of $13 in the nine months ended September 30, 2021, was primarily due to an increase in foreign currency losses of $13, the impacts of deferred compensation arrangements of $4, lower interest income of $3, and mark-to-market adjustments of ~~$3, partially offset by lower non-service related net periodic benefit cost of $11.~~$6.

~~(Benefit) provision~~Provision for income taxes. The estimated annual effective tax rate, before discrete items, applied to ordinary income was ~~29.7%~~24.3% in ~~both~~ the ~~third~~first quarter ~~and nine months ended September 30, 2021~~of 2022 compared to ~~34.5%~~30.4% in ~~both~~ the ~~third~~first quarter ~~and nine months ended September 30, 2020.~~of 2021. The tax rate including discrete items was ~~17.4% (benefit on income)~~23.4% in the ~~third~~first quarter of ~~2021~~2022 compared to ~~400.0% (benefit on a relatively small loss)~~29.2% in the ~~third~~first quarter of ~~2020.~~2021. A discrete tax benefit of ~~$12~~$2 was recorded in the ~~third~~first quarter of ~~2021~~2022 compared to a discrete tax benefit of ~~$41~~$1 in the ~~third~~first quarter of ~~2020.~~2021. The estimated annual effective tax rate ~~including discrete items was 26.4% (provision on income) for~~is a reflection of global income across numerous jurisdictions. As a result of the ~~nine months ended September 30, 2021 compared to 5.0% (benefit on income) for~~recovery in domestic profitability, the ~~nine months ended September 30, 2020. A discrete~~annual effective tax ~~benefit of $9 was recorded in the nine months ended September 30, 2021 compared to a discrete tax benefit of $39 for the nine months ended September 30, 2020.~~rate has improved.

See Note HG to the Consolidated Financial Statements in Part I, Item I of this Form 10-Q for additional detail.

Net income.

Net income ~~from continuing operations.~~ ~~Income from continuing operations~~ was ~~$27,~~$131, or ~~$0.06~~$0.31 per diluted share, in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$36,~~$80, or ~~$0.08~~$0.18 per diluted share, in the ~~third~~first quarter of ~~2020, and Income from continuing operations was $181, or $0.41 per diluted share,~~2021. The increase of $51 in the ~~nine months ended September 30, 2021 compared to $105, or $0.23 per diluted share, in the nine months ended September 30, 2020. The decrease of $9 in the third~~first quarter of ~~2021~~2022 was ~~primarily due to an increase in Loss on debt redemption primarily on the 6.875% Notes and a decrease in the Benefit for income taxes, partially offset by an increase in Operating income~~ primarily due to higher sales ~~volumes~~ in the commercial ~~transportation, commercial~~ aerospace ~~and industrial gas turbine markets and~~market, price increases, productivity gains, a decrease in Interest expense, net, ~~and Restructuring and other charges. The increase of $76 in the nine months ended September 30, 2021 was primarily due to an increase in operating income~~ due to lower ~~COGS~~long-term debt levels, and a decrease in Restructuring and other charges, ~~and Interest expense, net,~~ partially offset by lower sales ~~volumes~~ in the ~~commercial~~defense aerospace market, ~~driven by the impact of COVID-19 and Boeing 787 production declines,~~ an increase in ~~Loss on debt redemption primarily on the 6.875% Notes,~~material costs and other inflationary costs, and an increase in ~~the Provision~~provision for income taxes primarily driven by an increase in income before income taxes.

~~Net income.~~ As the Arconic Inc. Separation Transaction occurred on April 1, 2020, there was no Income from discontinued operations for the third quarter or nine months ended September 30, 2021. Net income was $27 for the third quarter of 2021, all of which was composed of $27 of Income from continuing operations, or $0.06 per diluted share, and $181 in the nine months ended September 30, 2021, all of which was composed of $181 of Income from continuing operations, or $0.41 per diluted share.

Net income was $36 for the third quarter of 2020, all of which was composed of $36 of Income from continuing operations, or $0.08 per diluted share. Net income was $155 for the nine months ended September 30, 2020 composed of $105 of Income from continuing operations and $50 of Income from discontinued operations, or $0.23 and $0.11 per diluted share, respectively.

Segment Information

The Company’s operations consist of four worldwide reportable segments: Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels. Segment performance under Howmet’s management reporting system is evaluated based on a number of factors; however, the primary measure of performance is Segment Adjusted EBITDA. Prior to the first quarter of 2022, the Company used Segment operating ~~profit. Howmet's~~profit as its primary measure of performance. However, the Company’s Chief Executive Officer (“CEO”) believes that Segment adjusted EBITDA is now a better representation of its business because it provides additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment ~~operating profit~~Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is ~~Operating income excluding Special items.~~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. Special items, ~~include~~including Restructuring and other ~~charges.~~charges, are also excluded from Net margin and Segment ~~operating profit~~Adjusted EBITDA. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Differences between the total segment and consolidated totals are in Corporate (See Note DC to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a description of each segment).

Effective October 14, 2021, John C. Plant assumed the position of sole Chief Executive Officer and continued in his role as Executive Chairman of the Board of Directors. Tolga Oal, the Company’s prior Co-Chief Executive Officer, departed the Company and also stepped down from the Board, each effective as of October 14, 2021. The Company has aligned its operations consistent with how the ~~Chief Executive Officer~~CEO assesses operating performance and allocates ~~capital, which remain unchanged since the Arconic Inc. Separation Transaction.~~capital.

The Company produces aerospace engine parts and components and aerospace fastening systems for Boeing 737 MAX (“737 MAX”) airplanes. In late December 2019, Boeing announced a temporary suspension of the production of ~~the~~ 737 MAX airplanes. This decline in production had a negative impact on sales and Segment ~~operating profit~~Adjusted EBITDA in the Engine Products, Fastening Systems, and Engineered Structures segments in 2020 and the first half of 2021. While regulatory authorities in the United States and certain other jurisdictions lifted grounding orders beginning in late 2020, our sales remained at lower levels inthrough the first half of 2021 due to the residual impacts of the 737 MAX grounding.

The Company also produces aerospace engine parts and components and aerospace fastening systems for Boeing 787 airplanes. In 2020 and 2021, Boeing reduced production rates of the 787 airplanes. Boeing paused deliveries of its 787 aircraft in May 2021. The significant decline in Boeing 787 production rates had a negative impact on sales and Segment Adjusted EBITDA in the Engine Products, Fastening Systems, and Engineered Structures segments in 2021 and the first quarter of 2022. We expect reduced production rates to continue to have a negative impact on our sales and Segment Adjusted EBITDA in 2022.

Engine Products


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Third-party sales	Third-party sales	$	599	$	485	$	1,677	$	1,851	Third-party sales	$	631	$	534

Segment operating profit		120		39		321		309
Segment Adjusted EBITDA										Segment Adjusted EBITDA	173		132

Third-party sales for the Engine Products segment increased ~~$114,~~$97, or ~~24%~~18%, in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020,~~2021, primarily due to higher sales volumes in the commercial aerospace and industrial gas turbine markets and an increase in material cost pass through, partially offset by ~~declines~~lower sales volumes in the defense aerospace market.

Third-party sales for the Engine Products segment decreased $174, or 9%, in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to lower volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines, partially offset by higher volumes in the industrial gas turbine market.

Segment ~~operating profit~~Adjusted EBITDA for the Engine Products segment increased ~~$81,~~$41, or ~~208%~~31%, in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020,~~2021, primarily due to higher sales volumes in the commercial aerospace and industrial gas turbine markets ~~cost reductions, and favorable product pricing.~~as well as strong productivity gains, partially offset by lower sales volumes in the defense aerospace market. The segment added approximately ~~500~~325 headcount in the ~~third~~first quarter of ~~2021~~2022 in anticipation of further revenue increases ~~into~~in 2022.

~~Segment operating profit for the Engine Products segment increased $12, or 4%, in the nine months ended September 30, 2021~~In 2022, as compared to the nine months ended September 30, 2020, primarily due to favorable sales volumes in the industrial gas turbine market, cost reductions, and favorable product pricing, partially offset by lower volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines. The segment added approximately 800 headcount in the nine months ended September 30, 2021, ~~in anticipation of revenue increases into 2022.~~

~~For the full year 2021 compared to 2020, demand in the industrial gas turbine market is expected to increase while~~ demand in the commercial aerospace ~~market~~and industrial gas turbine markets is expected to ~~be down, driven by the impact of COVID-19 and Boeing 787 production declines. Favorable cost reductions are~~increase. An increase in material costs is expected to ~~continue.~~contribute to an increase in sales as the Company generally passes through these costs.

Fastening Systems


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Third-party sales	Third-party sales	$	254	$	271	$	788	$	982	Third-party sales	$	264	$	272

Segment operating profit		47		33		142		199
Segment Adjusted EBITDA										Segment Adjusted EBITDA	56		57

Third-party sales for the Fastening Systems segment decreased ~~$17,~~$8, or 6%3%, in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020,~~2021, primarily due to lower sales volumes in the ~~commercial~~defense aerospace market, ~~driven by the impact of COVID-19 and Boeing 787 production declines,~~ partially offset by higher sales volumes in the commercial transportation market and ~~industrial markets.~~an increase in material cost pass through. Commercial aerospace revenue in this segment was flat year over year, with narrow body recovery offset by Boeing 787 production declines.

~~Third-party sales~~Segment Adjusted EBITDA for the Fastening Systems segment decreased ~~$194,~~$1, or ~~20%~~2%, in the ~~nine months ended September 30, 2021~~first quarter of 2022 compared to the ~~nine months ended September 30, 2020,~~first quarter of 2021, primarily due to lower sales volumes in the ~~commercial~~defense aerospace market, ~~driven by the impact of COVID-19 and~~ Boeing 787 production declines, and inflationary costs, partially offset by ~~higher volumes in the commercial transportation and industrial markets.~~

~~Segment operating profit for the Fastening Systems segment increased $14, or 42%, in the third quarter of 2021 compared to the third quarter of 2020, primarily due to cost reductions and~~ favorable sales volumes in the narrow body commercial aerospace and commercial transportation ~~and industrial markets, partially offset by lower volumes~~markets. The segment added approximately 135 headcount in the ~~commercial aerospace market driven by the impact~~first quarter of ~~COVID-19 and Boeing 787 production declines.~~2022 in anticipation of further revenue increases in 2022.

~~Segment operating profit for the Fastening Systems segment decreased $57, or 29%, in the nine months ended September 30, 2021~~In 2022, as compared to the nine months ended September 30, 2020, primarily due to lower volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines, partially offset by cost reductions and favorable sales volumes in the commercial transportation and industrial markets.

~~For the full year~~ 2021, ~~compared to 2020, demand in the commercial transportation and industrial markets is expected to increase while~~ demand in the commercial aerospace ~~market~~and commercial transportation markets is expected to ~~be down, driven by the impact of COVID-19 and Boeing 787 production declines. Favorable cost reductions are~~increase. An increase in material costs is expected to ~~continue.~~contribute to an increase in sales as the Company generally passes through these costs.

Engineered Structures


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Third-party sales	Third-party sales	$	199	$	206	$	535	$	710	Third-party sales	$	182	$	176

Segment operating profit		14		10		35		57
Segment Adjusted EBITDA										Segment Adjusted EBITDA	23		22

Third-party sales for the Engineered Structures segment ~~decreased $7,~~increased $6, or 3%, in the ~~third~~first quarter of 2022 compared to the first quarter of 2021, primarily due to higher sales volumes in the commercial aerospace market and an increase in material cost pass through, partially offset by lower sales volumes in the defense aerospace market, including lower F-35 program volumes.

Segment Adjusted EBITDA for the Engineered Structuressegment increased $1, or 5%, in the first quarter of 2022 compared to the ~~third~~first quarter of ~~2020,~~2021, primarily due to higher sales volumes in the commercial aerospace market, partially offset by lower sales volumes in the defense aerospace market, including lower F-35 program volumes, ~~partially offset by higher volumes in the commercial aerospace market.~~

Third-party sales for the Engineered Structures segment decreased $175, or 25%, in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to lower volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines.as well as inflationary costs.

3222

~~Segment operating profit for the Engineered Structuressegment increased $4, or 40%, in the third quarter of 2021~~In 2022, as compared to the third quarter of 2020, primarily due to higher volumes in the commercial aerospace market and cost reductions, partially offset by lower volumes in the defense aerospace market, including lower F-35 program volumes.

~~Segment operating profit for the Engineered Structuressegment decreased $22, or 39%, in the nine months ended September 30,~~ 2021, compared to the nine months ended September 30, 2020, primarily due to lower volumes in the commercial aerospace market driven by the impact of COVID-19 and Boeing 787 production declines, partially offset by cost reductions.

~~For the full year 2021 compared to 2020,~~ demand in the commercial aerospace market is expected to ~~be down, driven by~~increase. However, demand in the ~~impact of COVID-19 and Boeing 787 production declines. Favorable cost reductions are~~defense aerospace market is expected to ~~continue.~~be down. An increase in material costs is expected to contribute to an increase in sales as the Company generally passes through these costs.

Forged Wheels


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Third-party sales	Third-party sales	$	231	$	172	$	687	$	476	Third-party sales	$	247	$	227

Segment operating profit		62		35		193		91
Segment Adjusted EBITDA										Segment Adjusted EBITDA	67		80

Third-party sales for the Forged Wheels segment increased ~~$59,~~$20, or ~~34%~~9%, in the ~~third~~first quarter of 2022 compared to the first quarter of 2021, ~~compared to the third quarter of 2020,~~ primarily due to ~~higher~~an increase in material cost pass through, partially offset by a 7% decline in volumes in the commercial transportation ~~market.~~market driven by customer supply chain constraints.

~~Third-party sales~~Segment Adjusted EBITDA for the Forged Wheels segment ~~increased $211,~~decreased $13, or ~~44%~~16%, in the ~~nine months ended September 30, 2021~~first quarter of 2022 compared to the ~~nine months ended September 30, 2020,~~first quarter of 2021, primarily due to ~~higher~~lower sales volumes in the commercial transportation ~~market.~~market driven by customer supply chain constraints and unfavorable foreign currency.

~~Segment operating profit for the Forged Wheels segment increased $27, or 77%, in the third quarter of 2021~~In 2022, as compared to ~~the third quarter of 2020, primarily due to higher commercial transportation sales volumes, fixed cost reductions, and maximizing production in low-cost countries.~~

~~Segment operating profit for the Forged Wheels segment increased $102, or 112%, in the nine months ended September 30,~~ 2021, ~~compared to the nine months ended September 30, 2020, primarily due to higher commercial transportation sales volumes, fixed cost reductions, and maximizing production in low-cost countries.~~

~~For the full year 2021 compared to 2020,~~ demand in the commercial transportation markets served by Forged Wheels is expected to increase in most regions. ~~Commercial transportation OEMs are~~An increase in material costs is expected to contribute to an increase ~~output~~in sales as ~~global economies recover from 2020 COVID-19 lows.~~the Company generally passes through these costs. However, sales in the Forged Wheels segment could be negatively impacted by customer supply chain constraints.

Reconciliation of Total Segment Adjusted EBITDA to Income ~~(loss) from continuing operations~~ before income taxes ~~to Total segment operating profit~~


		Third quarter ended				Nine months ended					First quarter ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Income (loss) from continuing operations before income taxes		$	23	$	(12)	$	246	$	100
Loss on debt redemption		118		—		141		64
Income before income taxes										Income before income taxes	$	171	$	113

Interest expense, net	Interest expense, net	63		77		201		241		Interest expense, net	58		72
Other expense, net	Other expense, net	1		8		13		—		Other expense, net	1		4
Operating income	Operating income	$	205	$	73	$	601	$	405	Operating income	$	230	$	189
Segment provision for depreciation and amortization										Segment provision for depreciation and amortization	65		65
Unallocated amounts:	Unallocated amounts:									Unallocated amounts:
Restructuring and other charges	Restructuring and other charges	8		22		22		166		Restructuring and other charges	2		9
Corporate expense	Corporate expense	30		22		68		85		Corporate expense	22		28
Total segment operating profit		$	243	$	117	$	691	$	656
Total Segment Adjusted EBITDA										Total Segment Adjusted EBITDA	$	319	$	291

Total ~~segment operating profit~~Segment Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because ~~management reviews~~it provides additional information with respect to the Company’s operating ~~results of~~performance and the ~~segments of~~Company’s ability to meet its financial obligations. Differences between the ~~Company excluding Corporate results.~~

total segment and consolidated totals are in Corporate.

See Restructuring and other charges, ~~Loss on debt redemption,~~ Interest expense, net, and Other expense, net discussions above, under Results of Operations for reference.

Corporate expense ~~increased $8,~~decreased $6, or ~~36%~~21%, in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of 2020, primarily due to costs associated with closures, shutdowns, and other items of $10 and other miscellaneous items aggregating to $2, partially offset by lower net costs related to fires at two plants of $6.

~~Corporate expense decreased $17, or 20%, in the nine months ended September 30,~~ 2021, ~~compared to the nine months ended September 30, 2020,~~ primarily due to lower ~~net~~ costs related to ~~fires at two plants~~the Barberton Plant Fire and the France Plant Fire of ~~$14, costs incurred~~$5 and legal and other advisory reimbursements received in ~~2020 associated with~~ the ~~Arconic Inc. Separation Transaction~~first quarter of ~~$7, and lower costs driven by overhead cost reductions,~~2022 that did not occur in the first quarter of 2021 of $3, partially offset by ~~costs associated with closures, shutdowns, and other items of $7 and other miscellaneous items aggregating to $5.~~higher costs.

Environmental Matters

See the Environmental Matters section of Note RQ to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Subsequent Events

See Note SR to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for subsequent events.

Liquidity and Capital Resources

The cash flows related to Arconic Corporation have not been segregated and are included in the Statement of Consolidated Cash Flows for all periods prior to the Arconic Inc. Separation Transaction. See ~~Note~~ A ~~to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference.~~

Operating Activities

Cash provided from operations was ~~$146~~$55 in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to cash used for operations of ~~$142~~$6 in the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The change of ~~$288,~~$61, or ~~203%~~1,017%, was primarily due to ~~lower~~higher operating results of ~~$98, which were more than offset by lower working capital of $333,~~$75 and lower pension contributions of ~~$42, and noncurrent liabilities~~$18, partially offset by an increase in working capital of ~~$7.~~$30. The components of the change in working capital primarily included inventories of $107, prepaid expenses and other current assets of $18, and taxes, including income taxes, of $6, partially offset by a change in accounts payable of ~~$502, inventories of $91, and~~$42, accrued expenses of ~~$56 due to an increase in purchasing activity associated with market recovery, offset by unfavorable~~$38, and favorable changes in receivables of ~~$265~~$21 including employee retention credit ~~receivables and taxes, and including income taxes of $56.~~receivables.

~~As a result of the American Rescue Plan Act of 2021, management~~Management expects Howmet’s estimated pension contributions and other postretirement benefit payments in ~~2021~~2022 to be approximately ~~$120.~~$60.

Financing Activities

Cash used for financing activities was ~~$1,174~~$194 in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$339~~$368 in the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The ~~change~~decrease of ~~$835,~~$174, or ~~246%~~47%, was primarily due to ~~less debt issued of $1,700 and incremental common stock repurchases of $174, partially offset by less~~ payments made in 2021 in connection with the redemption of long-term debt of ~~$476~~$361 (See Note ON to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference), ~~cash distributed~~partially offset by incremental common stock repurchases of $175 and dividends paid to ~~Arconic Corporation at the Arconic Inc. Separation Transaction~~common stock shareholders of ~~$500, and a reduction in debt issuance costs of $50. On an annual basis, the current year debt activity will decrease Interest expense, net by approximately $70.~~$8.

The Company maintains a credit facility pursuant to its Five-Year Revolving Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and issuers named therein (See Note ON to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference).

The Company has an effective shelf registration statement on Form S-3, filed with the SEC, which allows for offerings of debt securities from time to time. The Company may opportunistically issue new debt securities under such registration statement or otherwise in accordance with securities laws, including but not limited to in order to refinance existing indebtedness.

The Company may in the future repurchase additional portions of its debt or equity securities from time to time, in either the open market or through privately negotiated transactions, in accordance with applicable SEC and other legal requirements. The timing, prices, and sizes of purchases depend upon prevailing trading prices, general economic and market conditions, and other factors, including applicable securities laws. Such purchases may be completed 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, tender offers, and/or accelerated share repurchase agreements or other derivative transactions.

The Company’s costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short and long-term debt ratings assigned to the Company by the major credit rating agencies.

The Company’s credit ratings from the three major credit rating agencies are as follows:

Issuer Rating

Outlook

Date of Last Update

Standard and Poor’s Ratings Service ~~(S&P)~~(“S&P”)

BB+

~~Negative~~

~~September 1, 2021~~

~~Moody’s Investors Service (Moody’s)~~

~~Ba2~~

Stable

~~August 18,~~December 3, 2021

Moody’s Investors Service (“Moody’s”)

Ba1

Stable

April 27, 2022

Fitch Investors Service ~~(Fitch)~~(“Fitch”)

BBB-

Stable

~~August 18, 2021~~March 22, 2022

On ~~September 1, 2021, S&P affirmed the following ratings for Howmet:~~April 27, 2022, Moody’s upgraded Howmet’s long-term debt ~~at BB+~~rating from Ba2 to Ba1 citing the Company’s ability to improve its financial leverage, strong cash generation, and ~~the current outlook as negative.~~

~~On August 18, 2021, Moody’s~~well-balanced financial policies and affirmed ~~the following ratings for Howmet: long-term debt at Ba2 and~~ the current outlook as stable.

On ~~August 18, 2021,~~March 22, 2022, Fitch ~~also~~ affirmed the following ratings for Howmet: long-term debt at BBB- and the current outlook as stable.

Investing Activities

Cash ~~provided from~~used for investing activities was ~~$144~~$61 in the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$152 in the nine months ended September 30, 2020. The decrease in~~ cash provided from investing activities of ~~$8,~~$3 in the three months ended March 31, 2021. The change of $64, or 5%2,133%, was primarily due to lower proceeds from the sale of assets and businesses of $106 ($8 is related to the sale of a small manufacturing plant in France in the second quarter of 2021 and $114 is related to the sale of a hard extrusions plant in South Korea and an aluminum rolling mill in Brazil in the first quarter of 2020), offset by a decrease in capital expenditures of $82, an increase in cash receipts from sold receivables of ~~$9 and~~$57 in 2021, which did not have activity in the current year as a result of the accounts receivables securitization program changes in August 2021. This change was partially offset by an increase in capital expenditures of $7. The net cash funding from the sale of ~~fixed income securities~~accounts receivable was neither a use of ~~$5. Additionally, in the third quarter~~cash nor a source of ~~2021,~~cash during 2022 and 2021.

In March 2022, the Company ~~restructured its accounts receivable securitization. As~~reached an agreement to sell the corporate center. The carrying value of the building was $40 at March 31, 2022, and no material gain or loss is expected upon finalization of the sale. The Company intends to lease a ~~result, going forward, Cash receipts~~portion of the property back from ~~sold receivables~~the purchaser which will ~~be $0 within investing activities in~~not have a material adverse impact on the ~~Statement~~results of ~~Consolidated Cash Flows in the fourth quarter of 2021 (See~~ operations.

~~Note K~~ ~~to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference).~~

Recently Adopted and Recently Issued Accounting Guidance

See Note CB to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Forward-Looking Statements

This report contains (and oral communications made by Howmet Aerospace may contain) statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect ~~Howmet’s~~Howmet Aerospace’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results or operating ~~performance, or estimated or expected future capital expenditures;~~performance; future strategic actions; ~~Howmet’s~~Howmet Aerospace’s strategies, outlook, and business and financial prospects; and any future ~~dividends and~~ repurchases of its debt or equity ~~securities; and expected employment plans.~~securities. These statements reflect beliefs and assumptions that are based on ~~Howmet’s~~Howmet Aerospace’s perception of historical trends, current conditions and expected future developments, as well as other factors Howmet Aerospace believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: a)(a) uncertainty of the duration, extent and impact of the COVID-19 pandemic on ~~Howmet’s~~Howmet Aerospace’s business, results of operations, and financial condition; (b) deterioration in global economic and financial market conditions generally ~~including~~(including as a result of ~~pandemic health issues (including~~ COVID-19 and its effects, among other things, on global supply, demand, and distribution ~~disruptions as the COVID-19 pandemic continues and results in an increasingly prolonged period of travel, commercial and/or other similar restrictions and limitations)~~disruptions); (c) unfavorable changes in the markets served by ~~Howmet;~~Howmet Aerospace; (d) the impact of potential cyber attacks and information technology or data security breaches; (e) the loss of significant customers or adverse changes in customers’ business or financial conditions; (f) manufacturing difficulties or other issues that impact product performance, quality or safety; (g) inability of suppliers to meet obligations due to supply chain disruptions or otherwise; (h) the inability to achieve revenue growth, cash generation, cost savings, restructuring plans, cost reductions, improvement in profitability, or strengthening of competitiveness and operations anticipated or targeted; (i) inability to meet increased demand, production targets or commitments; (j) competition from new product offerings, disruptive technologies or other developments; ~~(j)~~(k) geopolitical, economic, and regulatory risks relating to ~~Howmet’s~~Howmet Aerospace’s global operations, including geopolitical and diplomatic tensions, instabilities and conflicts, as well as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; ~~(k)~~(l) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose Howmet Aerospace to substantial costs and liabilities; ~~(l)~~(m) failure to comply with government contracting regulations; ~~(m)~~(n) adverse changes in discount rates or investment returns on pension assets; and ~~(n)~~(o) the other risk factors summarized in ~~Howmet’s~~Howmet Aerospace’s Form 10-K for the year ended December 31, ~~2020~~2021 and other reports filed with the U.S. Securities and

Exchange Commission. Market projections are subject to the risks discussed above and other risks in the market. The statements in a presentation or document are made as of the date of such presentation or document. Howmet Aerospace disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not material.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the ~~third~~first quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3625

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

See Note RQ to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents information with respect to the Company’s repurchases of its common stock during the quarter ended ~~September 30, 2021:~~March 31, 2022:
(in millions except share and per share amounts)
Period Total Number of Shares Purchased
Average Price Paid Per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)(2)
July 1 - July 31, 2021 — $— — $77
August 1 - August 31, 2021 769,274 $32.50 769,274 $1,552
September 1 - September 30, 2021 — $— — $1,552
Total for quarter ended September 30, 2021 769,274 $32.50 769,274


	(in millions except share and per share amounts)
Period	Total Number of Shares Purchased	Average Price Paid Per Share(1)	Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)(2)
January 1 - January 31, 2022	2,957,552	$33.81	2,957,552	$1,247
February 1 - February 28, 2022	650,204	$34.60	650,204	$1,224
March 1 - March 31, 2022	1,539,551	$34.10	1,539,551	$1,172
Total for quarter ended March 31, 2022	5,147,307	$34.00	5,147,307

(1)Excludes commissions cost.

(2)On August 18, 2021, the Company announced that its Board of Directors authorized a share repurchase program of up to $1,500 million of the Company's outstanding common stock. ~~The Board had previously authorized, in May 2019, a share repurchase program of up to $500 million, of which approximately $77 million Board authorization remained available as of July 31, 2021.~~ After giving effect to the share repurchases made through ~~September 30, 2021,~~March 31, 2022, approximately ~~$1,552~~$1,172 million Board authorization remains available. Under the Company’s share repurchase programs (the “Share Repurchase Programs”), the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements or other derivative transactions. There is no stated expiration for the Share Repurchase Programs. Under its Share Repurchase Programs, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations, including limits under the Company’s Five-Year Revolving Credit Agreement (See Note ON to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference). The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the Share Repurchase Programs may be suspended, modified or terminated at any time without prior notice.

3826

Item 6. Exhibits.


~~4.1~~			~~Form of 3.000% Notes due 2029, incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on September 1, 2021.~~
~~10.1~~			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.
~~10.2~~			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.
~~10.3~~			Amended and Restated Five-Year Revolving Credit Agreement, dated as of September 28, 2021, among Howmet Aerospace Inc., the lenders and issuers named therein, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 28, 2021.
~~10.4~~			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.
31			Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.			Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in Inline XBRL (included within the Exhibit 101 attachments).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Howmet Aerospace Inc.

~~November 4, 2021~~May 3, 2022			/s/ Ken Giacobbe
Date			Ken Giacobbe
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

~~November 4, 2021~~May 3, 2022			/s/ Barbara L. Shultz
Date			Barbara L. Shultz
			Vice President and Controller
			(Principal Accounting Officer)

3927