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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 June 30, 2025
OR
☐ 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 numbers, 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 July 28, 2025, there were 403,126,322 shares of common stock, par value $1.00 per share, of the registrant outstanding.






TABLE OF CONTENTS 
    Page
Part I
Item 1.
Item 2.
Item 3.
Item 4.
Part II
Item 1.
Item 1A.
Item 2.
Item 6.



PART I – FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data.
Howmet Aerospace Inc. and subsidiaries
Statement of Consolidated Operations (unaudited)
(in millions, except per-share amounts)
Second quarter ended Six months ended
  June 30, June 30,
  2025 2024 2025 2024
Sales (C)
 $ 2,053  $ 1,880  $ 3,995  $ 3,704 
Cost of goods sold (exclusive of expenses below) 1,365  1,287  2,655  2,577 
Selling, general administrative, and other expenses 89  97  174  185 
Research and development expenses 9  7  17  17 
Provision for depreciation and amortization 69  69  138  136 
Restructuring and other charges (credits) (D)
 —  22  (4) 22 
Operating income 521  398  1,015  767 
Interest expense, net 38  49  77  98 
Other expense, net (F)
 14  15  23  32 
Income before income taxes 469  334  915  637 
Provision for income taxes (G)
 62  68  164  128 
Net income $ 407  $ 266  $ 751  $ 509 
Amounts Attributable to Howmet Aerospace Common Shareholders (H):
Net income $ 407  $ 266  $ 750  $ 508 
Earnings per share:
Basic $ 1.01  $ 0.65  $ 1.85  $ 1.24 
Diluted $ 1.00  $ 0.65  $ 1.84  $ 1.23 
Average Shares Outstanding (H):
Basic 404  408  404  409 
Diluted 406  411  407  411 
The accompanying notes are an integral part of the consolidated financial statements.

3

Howmet Aerospace Inc. and subsidiaries
Statement of Consolidated Comprehensive Income (unaudited)
(in millions)
Second quarter ended Six months ended
  June 30, June 30,
2025 2024 2025 2024
Net income $ 407  $ 266  $ 751  $ 509 
Other comprehensive income (loss), net of tax (I):
Change in unrecognized net actuarial loss and prior service benefit related to pension and other postretirement benefits 3  4  6  7 
Foreign currency translation adjustments 117  (4) 162  (41)
Net change in unrecognized (losses) gains on cash flow hedges (39) 3  (39) 6 
Total Other comprehensive income (loss), net of tax 81  3  129  (28)
Comprehensive income $ 488  $ 269  $ 880  $ 481 
The accompanying notes are an integral part of the consolidated financial statements.
4

Howmet Aerospace Inc. and subsidiaries
Consolidated Balance Sheet (unaudited)
(in millions)
June 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 545  $ 564 
Receivables from customers, less allowances of $— in both 2025 and 2024 (J)
 888  689 
Other receivables 14  20 
Inventories (K)
 1,964  1,840 
Prepaid expenses and other current assets 283  249 
Total current assets 3,694  3,362 
Properties, plants, and equipment, net (L)
 2,526  2,386 
Goodwill 4,065  4,010 
Deferred income taxes 31  35 
Intangibles, net 467  475 
Other noncurrent assets (M)
 263  251 
Total assets $ 11,046  $ 10,519 
Liabilities
Current liabilities:
Accounts payable, trade (P)
 $ 1,028  $ 948 
Accrued compensation and retirement costs 263  305 
Taxes, including income taxes (G)
 64  60 
Accrued interest payable 59  59 
Other current liabilities (M)(P)
 181  171 
Long-term debt due within one year (N)
 5  6 
Total current liabilities 1,600  1,549 
Long-term debt (N)(O)
 3,253  3,309 
Accrued pension benefits (E)
 613  625 
Accrued other postretirement benefits (E)
 52  54 
Other noncurrent liabilities and deferred credits (M)
 486  428 
Total liabilities 6,004  5,965 
Contingencies and commitments (P)
Equity
Howmet Aerospace shareholders’ equity:
Preferred stock 55  55 
Common stock 404  405 
Additional capital 2,898  3,206 
Retained earnings 3,434  2,766 
Accumulated other comprehensive loss (I)
 (1,749) (1,878)
Total equity 5,042  4,554 
Total liabilities and equity $ 11,046  $ 10,519 
The accompanying notes are an integral part of the consolidated financial statements.
5

Howmet Aerospace Inc. and subsidiaries
Statement of Consolidated Cash Flows (unaudited)
(in millions)
Six months ended
  June 30,
  2025 2024
Operating activities
Net income $ 751  $ 509 
Adjustments to reconcile net income to cash provided from operations:
Depreciation and amortization 138  136 
Deferred income taxes 12  67 
Restructuring and other (credits) charges (4) 22 
Net realized and unrealized losses 11  13 
Net periodic pension cost (E)
 21  20 
Stock-based compensation 39  38 
Other 2  7 
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:
Increase in receivables (J)
 (170) (100)
Increase in inventories (K)
 (81) (109)
Decrease in prepaid expenses and other current assets 6  5 
Increase in accounts payable, trade 74  6 
Decrease in accrued expenses (47) (17)
(Decrease) increase in taxes, including income taxes (20) 13 
Pension contributions (15) (17)
Increase in noncurrent assets (2) (7)
Decrease in noncurrent liabilities (16) (12)
Cash provided from operations 699  574 
Financing Activities
Repurchases and payments on debt (N)
 (77) (23)
Repurchases of common stock (300) (210)
Proceeds from exercise of employee stock options 1  6 
Dividends paid to shareholders (83) (42)
Taxes paid for net share settlement of equity awards (44) (32)
Other (3) — 
Cash used for financing activities (506) (301)
Investing Activities
Capital expenditures (C)
 (221) (137)
Proceeds from the sale of assets and businesses (D)
 8  8 
Other 1  — 
Cash used for investing activities (212) (129)
Effect of exchange rate changes on cash, cash equivalents and restricted cash —  (2)
Net change in cash, cash equivalents and restricted cash (19) 142 
Cash, cash equivalents and restricted cash at beginning of period 565  610 
Cash, cash equivalents and restricted cash at end of period $ 546  $ 752 
    
The accompanying notes are an integral part of the consolidated financial statements.
6

Howmet Aerospace Inc. and subsidiaries
Statement of Changes in Consolidated Equity (unaudited)
(in millions, except per-share amounts)
  Preferred
stock		 Common
stock		 Additional
capital		 Retained
earnings		 Accumulated
other
comprehensive
loss		 Total
Equity
Balance at March 31, 2024 $ 55  $ 408  $ 3,542  $ 1,942  $ (1,861) $ 4,086 
Net income —  —  —  266  —  266 
Other comprehensive income (I)
 —  —  —  —  3  3 
Cash dividends declared:
 Common @ $0.05 per share
 —  —  —  (22) —  (22)
Repurchase and retirement of common stock (H)
 —  (1) (60) —  —  (61)
Stock-based compensation —  —  23  —  —  23 
Common stock issued: compensation plans —  1  (19) —  —  (18)
Balance at June 30, 2024 $ 55  $ 408  $ 3,486  $ 2,186  $ (1,858) $ 4,277 

  Preferred
stock		 Common
stock		 Additional
capital		 Retained
earnings		 Accumulated
other
comprehensive
loss		 Total
Equity
Balance at March 31, 2025 $ 55  $ 404  $ 3,095  $ 3,068  $ (1,830) $ 4,792 
Net income —  —  —  407  —  407 
Other comprehensive income (I)
 —  —  —  —  81  81 
Cash dividends declared:
 Common @ $0.10 per share
 —  —  —  (41) —  (41)
Repurchase and retirement of common stock (H)
 —  (1) (175) —  —  (176)
Stock-based compensation —  —  25  —  —  25 
Common stock issued: compensation plans —  1  (47) —  —  (46)
Balance at June 30, 2025 $ 55  $ 404  $ 2,898  $ 3,434  $ (1,749) $ 5,042 
The accompanying notes are an integral part of the consolidated financial statements.
7

Howmet Aerospace Inc. and subsidiaries
Statement of Changes in Consolidated Equity (unaudited)
(U.S. dollars in millions, except per-share amounts)
  Preferred
stock		 Common
stock		 Additional
capital		 Retained
earnings		 Accumulated
other
comprehensive
loss		 Total
Equity
Balance at December 31, 2023
 $ 55  $ 410  $ 3,682  $ 1,720  $ (1,830) $ 4,037 
Net income —  —  —  509  —  509 
Other comprehensive loss (I)
 —  —  —  —  (28) (28)
Cash dividends declared:
Preferred-Class A @ $1.8750 per share
 —  —  —  (1) —  (1)
Common @ $0.10 per share
 —  —  —  (42) —  (42)
Repurchase and retirement of common stock (H)
 —  (3) (208) —  —  (211)
Stock-based compensation —  —  38  —  —  38 
Common stock issued: compensation plans —  1  (26) —  —  (25)
Balance at June 30, 2024 $ 55  $ 408  $ 3,486  $ 2,186  $ (1,858) $ 4,277 

 
  Preferred
stock		 Common
stock		 Additional
capital		 Retained
earnings		 Accumulated
other
comprehensive
loss		 Total
Equity
Balance at December 31, 2024
 $ 55  $ 405  $ 3,206  $ 2,766  $ (1,878) $ 4,554 
Net income —  —  —  751  —  751 
Other comprehensive income (I)
 —  —  —  —  129  129 
Cash dividends declared:
Preferred-Class A @ $1.8750 per share
 —  —  —  (1) —  (1)
Common @ $0.20 per share
 —  —  —  (82) —  (82)
Repurchase and retirement of common stock (H)
 —  (2) (300) —  —  (302)
Stock-based compensation —  —  39  —  —  39 
Common stock issued: compensation plans —  1  (47) —  —  (46)
Balance at June 30, 2025 $ 55  $ 404  $ 2,898  $ 3,434  $ (1,749) $ 5,042 
The accompanying notes are an integral part of the consolidated financial statements.
8

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. and its 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 2024 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, 2024 (the “Form 10-K”), which includes all disclosures required by GAAP. Certain amounts in previously issued financial statements were reclassified to conform to the current period presentation.
In the six months ended June 30, 2025, the Company derived approximately 69% of its revenue from products sold to the commercial and defense aerospace markets. Aircraft production in the aerospace industry continues to grow based on increases in demand for new aircraft and engine spares. Aircraft backlogs remain at record levels despite the recent tariff announcements. We expect our aerospace demand to continue to grow, including engine spares. The Boeing Company (“Boeing”) has been gradually increasing its production rates over the past several months, and Airbus SE (“Airbus”) has also signaled that its production rates are increasing, particularly in narrow body aircraft. The Federal Aviation Administration stated that it will not approve production rate increases above 38 aircraft per month or additional production lines for the Boeing 737 MAX until it is satisfied that Boeing is in full compliance with required quality control procedures. Boeing and Airbus are the primary original equipment manufacturers (“OEMs”) of aircraft airframes, and these companies’ production levels have had and are expected to have a material impact on the financial performance of Howmet. The timing and level of future aircraft builds by OEMs are subject to changes and uncertainties, which may cause our future results to differ from prior periods due to changes in product mix in certain segments.
Recent, ongoing changes in U.S. and international government policies, including executive orders on tariffs and retaliatory trade measures, are expected to impact the pricing of our products, disrupt supply chains, and increase our costs. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties in all segments. While the tariff situation remains fluid, we expect to pass along the costs associated with tariffs to our customers in the form of a cost pass through mechanism. There may be a delay between an increase in our costs and our ability to recover the higher costs that could impact our margins.
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 expectations, including considerations relating to changes in the aerospace industry. The impact of these changes, including the macroeconomic considerations, remains 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.
B. Recently Adopted and Recently Issued Accounting Guidance
Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance disclosures related to significant segment expenses and other matters related to reportable segments. These changes became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this new disclosure is reflected in Note C of the Consolidated Financial Statements.
Issued
In November 2024, the FASB issued guidance to improve disclosures about an entity’s expenses including more detailed information about the components of expenses in commonly presented expense captions. These changes become effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements.
9

In December 2023, the FASB issued guidance to enhance the transparency of annual income tax disclosures including additional details on the rate reconciliation and taxes paid by jurisdiction. These changes are effective for fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of these changes on the Consolidated Financial Statements and expects to disclose additional information as required by the standard.
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 markets. Segment performance under Howmet’s management reporting system is evaluated based on Segment Adjusted EBITDA. The Company’s Chief Executive Officer, who has been determined to be our Chief Operating Decision Maker (“CODM”), believes that Segment Adjusted EBITDA provides information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Special items, including Restructuring and other charges (credits), are excluded from net margin and Segment Adjusted EBITDA. The Company’s CODM considers forecast-to-actual variances for Segment Adjusted EBITDA when allocating resources across the Company’s reportable segments. 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 four 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 turbine applications. 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. Fastening Systems’ products are also critical components of commercial transportation vehicles, and construction, industrial, and renewable energy equipment.
Engineered Structures
Engineered Structures produces titanium ingots and mill products for aerospace and defense applications and is vertically integrated to produce titanium forgings, titanium 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 market.

10

The operating results of the Company’s reportable segments were as follows:
Engine Products Fastening Systems Engineered Structures Forged Wheels Total
Segment
Second quarter ended June 30, 2025
Sales:
Third-party sales $ 1,056  $ 431  $ 290  $ 276  $ 2,053 
Inter-segment sales 2  —  3  —  5 
Total sales $ 1,058  $ 431  $ 293  $ 276  $ 2,058 
Expenses:
Segment Adjusted cost of goods sold(1)
 $ 682  $ 276  $ 222  $ 189  $ 1,369 
   Other segment items(2)
 27  29  9  11  76 
Profit and loss:
Segment Adjusted EBITDA $ 349  $ 126  $ 62  $ 76  $ 613 
Provision for depreciation and amortization 35  12  10  10  67 
Restructuring and other charges (credits) —  1  —  (1) — 
Other:
Capital expenditures $ 75  $ 9  $ 6  $ 8  $ 98 
Second quarter ended June 30, 2024
Sales:
Third-party sales $ 933  $ 394  $ 275  $ 278  $ 1,880 
Inter-segment sales 1  —  3  —  4 
Total sales $ 934  $ 394  $ 278  $ 278  $ 1,884 
Expenses:
Segment Adjusted cost of goods sold(1)
 $ 618  $ 265  $ 228  $ 192  $ 1,303 
   Other segment items(2)
 24  28  10  11  73 
Profit and loss:
Segment Adjusted EBITDA $ 292  $ 101  $ 40  $ 75  $ 508 
Provision for depreciation and amortization 33  13  11  10  67 
Restructuring and other (credits) charges (1) 2  18  1  20 
Other:
Capital expenditures $ 33  $ 5  $ 5  $ 9  $ 52 
Engine Products Fastening Systems Engineered Structures Forged Wheels Total
Segment
Six months ended June 30, 2025
Sales:
Third-party sales $ 2,052  $ 843  $ 572  $ 528  $ 3,995 
Inter-segment sales 4  —  6  —  10 
Total sales $ 2,056  $ 843  $ 578  $ 528  $ 4,005 
Expenses:
Segment Adjusted cost of goods sold(1)
 $ 1,330  $ 532  $ 439  $ 363  $ 2,664 
   Other segment items(2)
 52  58  17  21  148 
Profit and loss:
Segment Adjusted EBITDA $ 674  $ 253  $ 122  $ 144  $ 1,193 
Provision for depreciation and amortization 69  24  22  20  135 
Restructuring and other charges (credits) —  1  (4) (1) (4)
Other:
Capital expenditures $ 161  $ 19  $ 11  $ 23  $ 214 
Total assets 5,512  2,787  1,374  748  10,421 
11

Six months ended June 30, 2024
Sales:
Third-party sales $ 1,818  $ 783  $ 537  $ 566  $ 3,704 
Inter-segment sales 3  —  4  —  7 
Total sales $ 1,821  $ 783  $ 541  $ 566  $ 3,711 
Expenses:
Segment Adjusted cost of goods sold(1)
 $ 1,228  $ 533  $ 444  $ 387  $ 2,592 
   Other segment items(2)
 52  57  20  22  151 
Profit and loss:
Segment Adjusted EBITDA $ 541  $ 193  $ 77  $ 157  $ 968 
Provision for depreciation and amortization 66  24  22  20  132 
Restructuring and other (credits) charges (1) 2  18  1  20 
Other:
Capital expenditures $ 88  $ 12  $ 11  $ 21  $ 132 
Total assets 5,038  2,738  1,405  736  $ 9,917 
(1)Segment Adjusted cost of goods sold is exclusive of Provision for depreciation and amortization, Restructuring and other charges (credits), and Corporate expenses.
(2)Other segment items includes Selling, general administrative, and other expenses, and Research and development expenses; exclusive of Provision for depreciation and amortization, and Restructuring and other charges (credits).
The following table reconciles Total Segment Adjusted EBITDA to Income before income taxes. Differences between the total segment and consolidated totals are in Corporate.
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Total Segment Adjusted EBITDA $ 613  $ 508  $ 1,193  $ 968 
Segment provision for depreciation and amortization (67) (67) (135) (132)
Unallocated amounts:
Restructuring and other (charges) credits —  (22) 4  (22)
Corporate expense (25) (21) (47) (47)
Operating income $ 521  $ 398  $ 1,015  $ 767 
Interest expense, net (38) (49) (77) (98)
Other expense, net (14) (15) (23) (32)
Income before income taxes $ 469  $ 334  $ 915  $ 637 
The following table reconciles total segment capital expenditures with Capital expenditures as presented in the Statement of Consolidated Cash Flows.
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Total segment capital expenditures $ 98  $ 52  $ 214  $ 132 
Corporate 4  3  7  5 
Capital expenditures $ 102  $ 55  $ 221  $ 137 
12

The following table disaggregates segment revenue by major market served. Differences between the total segment and consolidated totals are in Corporate.
Engine Products Fastening Systems Engineered Structures Forged Wheels Total
Segment
Second quarter ended June 30, 2025
Aerospace - Commercial $ 574  $ 297  $ 189  $ —  $ 1,060 
Aerospace - Defense 217  44  91  —  352 
Commercial Transportation —  56  —  276  332 
Industrial and Other 265  34  10  —  309 
Total end-market revenue $ 1,056  $ 431  $ 290  $ 276  $ 2,053 
Second quarter ended June 30, 2024
Aerospace - Commercial $ 528  $ 251  $ 200  $ —  $ 979 
Aerospace - Defense 192  37  61  —  290 
Commercial Transportation —  68  —  278  346 
Industrial and Other 213  38  14  —  265 
Total end-market revenue $ 933  $ 394  $ 275  $ 278  $ 1,880 
Six months ended June 30, 2025
Aerospace - Commercial $ 1,123  $ 572  $ 381  $ —  $ 2,076 
Aerospace - Defense 432  86  167  —  685 
Commercial Transportation —  109  —  528  637 
Industrial and Other 497  76  24  —  597 
Total end-market revenue $ 2,052  $ 843  $ 572  $ 528  $ 3,995 
Six months ended June 30, 2024
Aerospace - Commercial $ 1,020  $ 495  $ 392  $ —  $ 1,907 
Aerospace - Defense 377  76  117  —  570 
Commercial Transportation —  134  —  566  700 
Industrial and Other 421  78  28  —  527 
Total end-market revenue $ 1,818  $ 783  $ 537  $ 566  $ 3,704 
The Company derived 69% and 67% of its revenue from the aerospace (commercial and defense) markets for the six months ended June 30, 2025 and 2024, respectively.
RTX Corporation and GE Aerospace represented approximately 11% and 10%, respectively, of the Company’s third-party sales in the six months ended June 30, 2025. GE Aerospace and RTX Corporation each represented approximately 10%, respectively, of the Company’s third-party sales in the six months ended June 30, 2024. These sales were primarily from the Engine Products segment.
D. Restructuring and Other Charges (Credits)
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Layoff costs $ 3  $ 7  $ 3  $ 7 
Reversals of previously recorded layoff reserves (1) —  (2) — 
Net (gain) losses related to divestitures of assets and businesses (2) 14  (5) 13 
Other —  1  —  2 
Total restructuring and other charges (credits) $ —  $ 22  $ (4) $ 22 
13

In the second quarter of 2025, the Company recorded Restructuring and other charges of less than $1, which were primarily due to a charge for layoff costs of $3, including the separation of 119 employees (79 in Fastening Systems and 40 in Forged Wheels), partially offset by a gain on the sale of assets at a previously closed facility in Forged Wheels of $2 and a reversal of $1 for layoff reserves related to a prior period.
In the six months ended June 30, 2025, the Company recorded Restructuring and other credits of $4, which were primarily due to a gain on the sale of assets at a small U.K. manufacturing facility in Engineered Structures of $3, a gain on the sale of assets at a previously closed facility in Forged Wheels of $2, and a reversal of $2 for layoff reserves related to a prior period, partially offset by a charge for layoff costs of $3.
In the second quarter of 2024, the Company recorded Restructuring and other charges of $22, which were primarily due to a loss on the sale of a small U.K. manufacturing facility in Engineered Structures of $14, which remains subject to certain post-closing adjustments, a charge for layoff costs of $7, including the separation of 283 employees (144 in Fastening Systems, 112 in Engineered Structures and 27 in Forged Wheels) and other exit related costs, including accelerated depreciation, of $1.
In the six months ended June 30, 2024, the Company recorded Restructuring and other charges of $22, which were primarily due to a loss on the sale of a small U.K. manufacturing facility in Engineered Structures of $14, which remains subject to certain post-closing adjustments, a charge for layoff costs of $7, and other exit related costs, including accelerated depreciation, of $2, partially offset by a gain on the sale of assets at a small U.K. manufacturing facility in Engine Products of $1.
Layoff costs Other exit costs Total
Reserve balances at December 31, 2024 $ 4  $ —  $ 4 
Cash payments (1) (1) (2)
Restructuring charges (credits) 1  (5) (4)
Other(1)
 —  6  6 
Reserve balances at June 30, 2025 $ 4  $ —  $ 4 
(1)In the six months ended June 30, 2025, other for other exit costs were primarily due to a gain on the sale of assets at a small U.K. manufacturing facility in Engineered Structures of $3 and a gain on the sale of assets at a previously closed facility in Forged Wheels of $2.
The remaining reserves as of June 30, 2025 are expected to be paid in cash during the remainder of 2025 and 2026.
E. Pension and Other Postretirement Benefits
The components of net periodic cost (benefit) were as follows:
Second quarter ended Six months ended
  June 30, June 30,
2025 2024 2025 2024
Pension benefits
Service cost $ —  $ —  $ 1  $ 1 
Interest cost 19  19  38  38 
Expected return on plan assets (16) (17) (33) (35)
Recognized net actuarial loss 8  8  15  16 
Net periodic cost(1)
 $ 11  $ 10  $ 21  $ 20 
Other postretirement benefits        
Service cost $ —  $ —  $ —  $ — 
Interest cost 1  2  2  3 
Recognized net actuarial gain (2) —  (4) (1)
Amortization of prior service benefit (3) (3) (5) (5)
Net periodic benefit(1)
 $ (4) $ (1) $ (7) $ (3)
(1)Service cost was included within Cost of goods sold; all other cost components were recorded in Other expense, net in the Statement of Consolidated Operations.
14

For the second quarter and six months ended June 30, 2025, Howmet’s combined pension contributions and other postretirement benefit payments were approximately $18 and $19, respectively. For the second quarter and six months ended June 30, 2024, Howmet’s combined pension contributions and other postretirement benefit payments were approximately $17 and $22, respectively.
F. Other Expense, Net
Second quarter ended Six months ended
  June 30, June 30,
2025 2024 2025 2024
Non-service costs - pension and other postretirement benefits (E)
 $ 7  $ 9  $ 13  $ 16 
Interest income (4) (6) (8) (11)
Foreign currency (gains) losses, net (3) 4  (3) 7 
Net realized and unrealized losses 6  6  11  13 
Deferred compensation 8  3  10  8 
Other, net —  (1) —  (1)
Total other expense, net $ 14  $ 15  $ 23  $ 32 
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 20.8% in both the second quarter and six months ended June 30, 2025, and 21.7% in both the second quarter and six months ended June 30, 2024.
The 2025 rate was lower than the U.S. federal statutory rate of 21% primarily due to a U.S. deduction on Foreign Derived Intangible Income (“FDII”), a net benefit related to U.S. federal and state research and development credits, and a U.S. tax benefit recognized for foreign tax credits, partially offset by incremental state income tax, additional U.S. tax on Global Intangible Low-Taxed Income (“GILTI”) and other foreign earnings, nondeductible expenses, and foreign earnings subject to tax in jurisdictions with tax rates higher than the U.S. federal statutory rate of 21%. The 2024 rate was higher than the U.S. federal statutory rate of 21% primarily due to additional estimated U.S. tax on GILTI and other foreign earnings, incremental state income tax, nondeductible expenses, and foreign earnings subject to tax in jurisdictions with tax rates higher than the U.S. federal statutory rate of 21%. The 2025 rate was lower than the 2024 rate primarily due to higher U.S. federal and state research and development credits and a higher U.S. deduction on FDII in 2025.
For the second quarter of 2025 and 2024, the tax rate including discrete items was 13.2% and 20.4%, respectively. In the second quarter of 2025, the Company recorded a discrete net tax benefit of $35 attributable to $17 in benefits related to U.S. tax accounting method changes for the deduction of certain prior period transaction and other costs, a $13 excess benefit for stock compensation, and a $5 net benefit related to U.S. federal and state research and development (“R&D”) credits claimed for prior years. In the second quarter of 2024, the Company recorded a discrete net tax benefit of $5 related to an excess tax benefit for stock compensation.
For the six months ended June 30, 2025 and 2024, the tax rate including discrete items was 17.9% and 20.1%, respectively. In the six months ended June 30, 2025, the Company recorded a discrete net tax benefit of $26 attributable to $17 in benefits related to U.S. tax accounting method changes for the deduction of certain prior period transaction and other costs, a $14 excess benefit for stock compensation, and a $5 net benefit related to U.S. federal and state R&D credits claimed for prior years, reduced by a $6 net charge related to the expiration of a tax holiday in China, a $2 charge for a tax reserve established in Germany, and a $2 net charge for other small items. In the six months ended June 30, 2024, the Company recorded a discrete net tax benefit of $12 attributable to a $7 excess tax benefit for stock compensation, a $6 benefit to release a valuation allowance related to U.S. foreign tax credits, and a net tax charge of $1 for other small items.
The One Big Beautiful Bill Act (“OBBB”), which was enacted on July 4, 2025, is not expected to have a material impact on our estimated annual effective tax rate in 2025. Management is currently evaluating the provisions and available elections of the OBBB which could impact the amount and timing of the Company’s U.S. tax deductions.
15

The tax provision was comprised of the following:
Second quarter ended Six months ended
  June 30, June 30,
  2025 2024 2025 2024
Pre-tax income at estimated annual effective income tax rate before discrete items $ 97  $ 72  $ 190  $ 138 
Interim period treatment of operational losses in foreign jurisdictions for which no tax benefit is recognized —  1  —  2 
Other discrete items (35) (5) (26) (12)
Provision for income taxes $ 62  $ 68  $ 164  $ 128 
H. Earnings Per Share and Common Stock
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 in the table below):
Second quarter ended Six months ended
  June 30, June 30,
  2025 2024 2025 2024
Net income $ 407  $ 266  $ 751  $ 509 
Less: preferred stock dividends declared —  —  1  1 
Net income available to Howmet Aerospace common shareholders - basic and diluted $ 407  $ 266  $ 750  $ 508 
Average shares outstanding - basic 404  408  404  409 
Effect of dilutive securities:
Stock and performance awards 2  3  3  2 
Average shares outstanding - diluted 406  411  407  411 
Common stock outstanding as of June 30, 2025 and 2024 was 404 million and 408 million, respectively.
As average shares outstanding are used in the calculation for both basic and diluted EPS, the full impact of share repurchases and issuances is not fully realized in EPS in the period of repurchase or issuance since share activity may occur at varying points during a period.
The Company has a share repurchase program (the “Share Repurchase Program”) that has approximately $1,797 in Board authorization remaining available as of July 31, 2025, after giving effect to the additional $100 share repurchases made in July 2025 at an average price per share of $182.90, which retired approximately 0.5 million shares. The Share Repurchase Program was authorized by the Company’s Board of Directors on August 18, 2021 at $1,500, which was increased by the Board by $2,000 on July 30, 2024. Under the Share Repurchase Program, the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements, or other derivative transactions. There is no stated expiration for the Share Repurchase Program. Under the Share Repurchase Program, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the Share Repurchase Program may be suspended, modified, or terminated at any time without prior notice.
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The following table provides details for share repurchases made for the periods presented:
Number of shares(1)
Average price per share(2)
 Total
Q1 2025 open market repurchase 1,006,102  $ 124.24  $ 125 
Q2 2025 open market repurchase 1,229,313  $ 142.36  $ 175 
2025 Share repurchases as of June 30, 2025
 2,235,415  $ 134.20  $ 300 
Q1 2024 open market repurchase 2,243,259  $ 66.87  $ 150 
Q2 2024 open market repurchase 734,737  $ 81.66  $ 60 
2024 Share repurchases as of June 30, 2024
 2,977,996  $ 70.52  $ 210 
(1)All of the shares repurchased have been retired.
(2)Excludes commissions cost.
The Inflation Reduction Act of 2022 imposed a 1% excise tax on net stock repurchases after December 31, 2022. The Company recorded additional capital for excise tax on net repurchases of $1 in the second quarter and $2 in the six months ended June 30, 2025 and $1 in the second quarter and $1 in the six months ended June 30, 2024.
There were no shares relating to outstanding stock options excluded from the calculation of average shares outstanding - diluted for the second quarter and six months ended June 30, 2025 and 2024.
Common stock dividends declared and paid were $0.10 per share in the second quarter of 2025 and $0.20 per share in the six months ended June 30, 2025. Common stock dividends declared and paid were $0.05 per share in the second quarter of 2024 and $0.10 per share in the six months ended June 30, 2024.

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I. Accumulated Other Comprehensive Loss
The following table details the activity of the three components that comprise Accumulated other comprehensive loss:
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Pension and other postretirement benefits (E)
Balance at beginning of period $ (669) $ (686) $ (672) $ (689)
Other comprehensive (loss) income:
Unrecognized net actuarial loss (gain) and prior service benefit 1  —  —  (1)
Tax benefit —  —  1  — 
Total Other comprehensive income (loss) before reclassifications, net of tax 1  —  1  (1)
Amortization of net actuarial loss and prior service benefit(1)
 3  5  6  10 
Tax expense(2)
 (1) (1) (1) (2)
Total amount reclassified from Accumulated other comprehensive loss, net of tax(3)
 2  4  5  8 
Total Other comprehensive income 3  4  6  7 
Balance at end of period $ (666) $ (682) $ (666) $ (682)
Foreign currency translation
Balance at beginning of period $ (1,162) $ (1,173) $ (1,207) $ (1,136)
Other comprehensive income (loss)(4)
 117  (4) 162  (41)
Balance at end of period $ (1,045) $ (1,177) $ (1,045) $ (1,177)
Cash flow hedges
Balance at beginning of period $ 1  $ (2) $ 1  $ (5)
Other comprehensive (loss) income:
Net change from periodic revaluations(5)
 (49) 4  (50) 3 
Tax benefit (expense) 11  (1) 11  (1)
Total Other comprehensive (loss) income before reclassifications, net of tax (38) 3  (39) 2 
Net amount reclassified to earnings(6)
 (2) —  —  5 
Tax benefit (expense)(2)
 1  —  —  (1)
Total amount reclassified from Accumulated other comprehensive (loss) income, net of tax(3)
 (1) —  —  4 
Total Other comprehensive (loss) income (39) 3  (39) 6 
Balance at end of period $ (38) $ 1  $ (38) $ 1 
Accumulated other comprehensive loss $ (1,749) $ (1,858) $ (1,749) $ (1,858)
(1)These amounts were recorded in Other expense, net (See Note F) in the Statement of Consolidated Operations.
(2)These amounts were included in Provision for income taxes (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)In all periods presented, no amounts were reclassified to earnings.
(5)Includes the change in the cross-currency swap related to the 2031 Notes (See Note N). In all periods presented, no amounts related to this change were reclassified to earnings. The cross-currency swap was recorded in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet.
(6)These amounts were recorded in Cost of goods sold in the Statement of Consolidated Operations.
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J. Receivables
Sale of Receivables Programs
The Company maintains an accounts receivables securitization arrangement through a wholly-owned special purpose entity (“SPE”). The net cash funding from the sale of accounts receivable was neither a use of cash nor a source of cash for the second quarter or six months ended June 30, 2025 or June 30, 2024.
The accounts receivables securitization arrangement is one in which the Company, through an SPE, has a receivables purchase agreement (the “Receivables Purchase Agreement”) pursuant to which the SPE may sell certain receivables to financial institutions until the earlier of January 2, 2026 or a termination event. The Receivables Purchase Agreement 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. The Receivables Purchase Agreement also contains a provision that allows the Company to increase the facility limit to $325.
The facility limit under the Receivables Purchase Agreement was $250 as of both June 30, 2025 and December 31, 2024, of which $250 was drawn as of both June 30, 2025 and December 31, 2024. As collateral against the sold receivables, the SPE maintains a certain level of unsold receivables, which were $277 and $201 as of June 30, 2025 and December 31, 2024, respectively.
The Company sold $359 and $829 of its receivables without recourse and received cash funding under this program during the second quarter and six months ended June 30, 2025, respectively, resulting in derecognition of the receivables from the Company’s Consolidated Balance Sheet. The Company sold $317 and $730 of its receivables without recourse and received cash funding under this program during the second quarter and six months ended June 30, 2024, 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 Operations in Other expense, net for the periods in which the sales occur. Cash receipts from sold receivables under the Receivables Purchase Agreement are presented within operating activities in the Statement of Consolidated Cash Flows.
Other Customer Receivable Sales
In the second quarter and six months ended June 30, 2025, the Company sold certain customers’ receivables without recourse of $223 and $406, respectively, in exchange for cash (of which $217 was outstanding from customers as of June 30, 2025). In the second quarter and six months ended June 30, 2024, the Company sold certain customers’ receivables without recourse of $174 and $345, respectively, in exchange for cash (of which $172 was outstanding from customers as of June 30, 2024).The Company has no continuing involvement in the aforementioned amounts sold or outstanding, resulting in the derecognition of the receivables from the Company’s Consolidated Balance Sheet. The net proceeds are presented in changes in receivables within operating activities in the Statement of Consolidated Cash Flows and the costs associated with the sales of receivables are reflected in the Company’s Statement of Consolidated Operations in Other expense, net for the periods in which the sales occur.
K. Inventories
June 30, 2025 December 31, 2024
Finished goods $ 478  $ 458 
Work-in-process 959  903 
Purchased raw materials 455  408 
Operating supplies 72  71 
Total inventories $ 1,964  $ 1,840 
As of June 30, 2025 and December 31, 2024, the portion of inventories valued on a last-in, first-out (“LIFO”) basis was $605 and $544, respectively. If valued on an average-cost basis, total inventories would have been $291 and $280 higher as of June 30, 2025 and December 31, 2024, respectively.
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L. Properties, Plants, and Equipment, net
June 30, 2025 December 31, 2024
Land and land rights $ 86  $ 84 
Structures 1,077  1,025 
Machinery and equipment 4,296  4,118 
5,459  5,227 
Less: accumulated depreciation and amortization 3,316  3,150 
2,143  2,077 
Construction work-in-progress 383  309 
Properties, plants, and equipment, net $ 2,526  $ 2,386 
The Company incurred capital expenditures which remained unpaid as of June 30, 2025 and June 30, 2024 of $85 and $62, respectively, which will result in cash outflows within investing activities in the Statement of Consolidated Cash Flows in subsequent periods.
M. Leases
Operating lease cost, which includes short-term leases and variable lease payments and approximates cash paid, was $18 and $16 in the second quarter of 2025 and 2024, respectively, and $35 and $32 in the six months ended June 30, 2025 and 2024, respectively.
Operating lease right-of-use assets and lease liabilities in the Consolidated Balance Sheet were as follows:
June 30, 2025 December 31, 2024
Right-of-use assets classified in Other noncurrent assets $ 169  $ 155 
Current portion of lease liabilities classified in Other current liabilities
 $ 41  $ 37 
Long-term portion of lease liabilities classified in Other noncurrent liabilities and deferred credits 129  119 
Total lease liabilities $ 170  $ 156 
N. Debt
June 30, 2025 December 31, 2024
USD Term Loan Facility, due 2026(1)
 $ 63  $ 140 
JPY Term Loan Facility, due 2026(1)
 206  188 
5.900% Notes, due 2027
 625  625 
6.750% Bonds, due 2028
 300  300 
3.000% Notes, due 2029
 700  700 
4.850% Notes, due 2031(2)
 500  500 
5.950% Notes, due 2037
 625  625 
4.750% Iowa Finance Authority Loan, due 2042
250  250 
Other, net(3)
 (11) (13)
3,258  3,315 
Less: long-term debt due within one year 5  6 
Total long-term debt $ 3,253  $ 3,309 
(1)The Company entered into interest rate swaps to exchange the floating interest rates of the term loan facilities to fixed interest rates. Based on the Company’s current long-term debt ratings, the interest rate on the USD Term Loan Facility was 5.548% and 5.670% and the interest rate on the JPY Term Loan Facility was 1.794% and 1.919% as of June 30, 2025 and December 31, 2024, respectively.
(2)The Company concurrently entered into a cross-currency swap to synthetically convert the 4.850% Notes due October 2031 (the “2031 Notes”) into a Euro liability of approximately €458 million with a fixed annual interest rate of 3.720%.
(3)Includes unamortized debt discounts and unamortized debt issuance costs related to outstanding notes and bonds listed in the table above and various financing arrangements related to subsidiaries.
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Public Debt
In the second quarter of 2024, the Company repurchased approximately $23 aggregate principal amount of the 6.875% Notes due May 2025 (the “2025 Notes”) through an open market repurchase (“OMR”). The OMR was settled at slightly more than par value.
Term Loan Facilities
The Company maintains (i) a U.S. dollar-denominated, senior unsecured term loan facility (the “USD Term Loan Facility”) and (ii) a Japanese yen-denominated, senior unsecured term loan facility (the “JPY Term Loan Facility”), each of which matures on November 22, 2026 unless earlier terminated in accordance with the provisions of the applicable term loan agreement. The term loan agreements relating to these facilities contain respective covenants, including, among others, a limitation requiring the ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the agreements) as of the end of each fiscal quarter for the period of the four fiscal quarters most recently ended, to be less than or equal to 3.75 to 1.00. As of June 30, 2025 and December 31, 2024, the Company was in compliance with all covenants under the USD Term Loan Facility and JPY Term Loan Facility.
The amounts outstanding under the USD Term Loan Facility were $63 and $140 as of June 30, 2025 and December 31, 2024, respectively. On June 11, 2025, the Company completed an early partial prepayment of its USD Term Loan Facility in the aggregate principal amount of $75. This partial prepayment was made at par value plus accrued interest of less than $1. Additionally, the Company made a quarterly repayment of a portion of the outstanding principal amount of the USD Term Loan Facility in accordance with the provisions of the applicable term loan agreement.
The amounts outstanding under the JPY Term Loan Facility were ¥29,702 million ($206) and ¥29,702 million ($188) as of June 30, 2025 and December 31, 2024, respectively.
Credit Facility
The Company has entered into a Five-Year Revolving Credit Agreement (the “Credit Agreement”) that provides a $1,000 senior unsecured revolving credit facility that matures on July 27, 2028. The Credit Agreement contains covenants, including, among others, a limitation requiring the ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Credit Agreement) as of the end of each fiscal quarter for the period of the four fiscal quarters most recently ended, to be less than or equal to 3.75 to 1.00. As of June 30, 2025 and December 31, 2024, the Company was in compliance with all covenants under the Credit Agreement.
There were no amounts outstanding under the Credit Agreement as of June 30, 2025 or December 31, 2024, and no amounts were borrowed during 2025 or 2024 under the Credit Agreement.
Commercial Paper
On April 4, 2024, the Company established a commercial paper program under which the Company may issue unsecured commercial paper notes (“commercial paper”) from time to time up to a maximum aggregate face amount of $1,000 outstanding at any time. The maturities of the commercial paper may vary but will not exceed 397 days from the date of issue and will rank equal in right of payment with all other unsecured senior indebtedness of the Company. The proceeds of the commercial paper will be used for general corporate purposes.
There were no amounts outstanding under the commercial paper program as of June 30, 2025 or December 31, 2024.
O. Fair Value of Financial Instruments
The carrying values of Cash and cash equivalents, restricted cash, derivatives, noncurrent receivables, and Long-term debt due within one year included in the Consolidated Balance Sheet approximate their fair value. The aforementioned derivatives are included in Prepaid expenses and other current assets, Other noncurrent assets, Other current liabilities, and Other noncurrent liabilities and deferred credits in the Consolidated Balance sheet, as applicable. The Company holds exchange-traded fixed income securities which are considered available-for-sale securities and are carried at fair value based on quoted market prices. The aforementioned securities are classified in Level 1 of the fair value hierarchy and are included in Other noncurrent assets in the Consolidated Balance Sheet. The fair value of Long-term debt, less long-term debt 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.
  June 30, 2025 December 31, 2024
  Carrying
value		 Fair
value		 Carrying
value		 Fair
value
Long-term debt, less long-term debt due within one year $ 3,253  $ 3,287  $ 3,309  $ 3,298 
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Restricted cash, which is included in Prepaid expenses and other current assets in the Consolidated Balance Sheet, was $1 as of both June 30, 2025 and December 31, 2024.
P. Contingencies, Commitments and Other Liabilities
Contingencies
The following information supplements and, as applicable, updates the discussion of the contingencies and commitments in Note U to the Consolidated Financial Statements in our 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/or cleanups at more than 30 locations. These include owned or operating facilities and adjoining properties, previously owned or 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 $16 and $19 as of June 30, 2025 and December 31, 2024, respectively, and was recorded in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet (of which $7 and $10, respectively, was classified as a current liability), and reflects the most probable costs to remediate identified environmental conditions for which costs can be reasonably estimated. Payments related to remediation expenses applied against the reserve were less than $1 and $3 in the second quarter and six months ended June 30, 2025, respectively, 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.
Tax. In December 2013 and 2014, the Company received audit assessment notices from the French Tax Authority (“FTA”) for the 2010 through 2012 tax years. In 2016, the Company appealed to the Committee of the Abuse of Tax Law, where it received a favorable nonbinding decision. The FTA disagreed with the Committee of the Abuse of Tax Law’s opinion, and the Company appealed to the Montreuil Administrative Court, where in 2020 the Company prevailed on the merits. The FTA appealed this decision to the Paris Administrative Court of Appeal in 2021. On March 31, 2023, the Company received an adverse decision from the Paris Administrative Court of Appeal. The Company appealed this decision to the French Administrative Supreme Court. The assessment amount was $17 (€16 million), including $10 (€9 million) of tax and interest up through 2017 and $7 (€7 million) of penalties. The Company estimated additional interest to be $2 (€2 million). On July 23, 2024, the Company received the French Administrative Supreme Court’s decision. That decision upheld the assessment of $10 (€9 million) of tax and interest, while cancelling the penalties of $7 (€7 million) and remanding the penalty assessment issue to the Paris Administrative Court of Appeal for reexamination. As a result, the Company has no further right to appeal the assessment of tax and interest but will continue to protest the penalties.
In 2023, the Company recorded an income tax reserve in Provision for income taxes in the Statement of Consolidated Operations of $21 (€19 million), which includes tax, estimated interest and penalties, for the 2010 through 2012 tax years, as well as the remaining tax years open for reassessment (2020-2023). In accordance with FTA dispute resolution practices, the Company paid the assessment amount including tax, interest, and penalties, to the FTA in December 2023. The Company is expecting to pay the additional interest related to the assessment in 2025. The Company also paid the estimated tax related to the 2020-2023 tax years in 2023. As of the third quarter of 2024, the Company no longer recorded an uncertain tax position related to the tax and interest assessed. In October 2024, the Company received a refund of the penalties that were remanded. We will continue to record an income tax reserve for penalties determined more than likely to be upheld, until the uncertain tax position is settled.
Indemnified Matters. The Separation and Distribution Agreement, dated October 31, 2016, that the Company entered into with Alcoa Corporation in connection with its separation from Alcoa Corporation, and 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, provide for cross-indemnities for claims subject to indemnification between the Company and Alcoa Corporation and between the Company and Arconic Corporation, respectively. To date, Alcoa Corporation and Arconic Corporation have fulfilled their respective indemnification obligations to the Company, and claims subject to indemnification by Alcoa Corporation or Arconic Corporation have not impacted the Company financially. Among other claims that are covered by these indemnities, Arconic Corporation indemnifies the Company (previously named Arconic Inc. and, prior to that, Alcoa Inc.) for all potential liabilities associated with the fire that occurred at the Grenfell Tower in London, U.K. on June 14, 2017, including the following legal proceedings, as updated from the Form 10-K:
22

United Kingdom Litigation. All personal injury claims on behalf of survivors and estates of decedents have been settled pursuant to terms of confidential settlement agreements and are discontinued and closed. On June 21, 2024, the Company was joined as a party to proceedings initiated by the Royal Borough of Kensington and Chelsea (RBKC) and Chelsea Tenant Management Organisation Ltd. (KCTMO) against Arconic Architectural Products SAS (AAP SAS) and Whirlpool. On February 14, 2025, RBKC and KCTMO served their Particulars of Claim and Schedule of Loss on the defendants. On July 18, 2025, the Company and AAP SAS filed their defense and counterclaim against RBKC and KCTMO, and contribution claims against various co-defendants and other third-parties. A case management conference is scheduled for December 8, 2025.
Raul v. Albaugh, et al. (derivative related claim). On October 22, 2024, the parties executed a settlement term sheet that set forth the material terms and conditions associated with the resolution of this derivative action. On October 28, 2024, November 27, 2024, January 27, 2025, March 28, 2025 and May 12, 2025, the parties filed joint status reports regarding this development. On May 23, 2025, the parties executed a Stipulation of Settlement, including all exhibits thereto (the “Stipulation of Settlement”), which is subject to court approval, and notified the court of this development. On May 30, 2025, plaintiff filed an unopposed motion for preliminary approval of the settlement and accompanying papers, which included the Stipulation of Settlement. On June 9, 2025, after continuing their fee negotiations with the assistance of a mediator, the parties mutually accepted the mediator’s proposal for an agreed fee and expense amount for plaintiff’s counsel, which is also subject to court approval. On June 25, 2025, the parties executed and filed with the court an addendum to the Stipulation of Settlement, including amended exhibits to the stipulation, which described these developments. The Stipulation of Settlement remains subject to court approval, and the court has not yet issued a preliminary approval order. The Stipulation of Settlement has no material impact on the Company’s results of operations.
With respect to the regulatory investigations in the U.K. described in the Form 10-K, there are no updates.
Other. In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against the Company, 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. As of June 30, 2025, Howmet had outstanding bank guarantees related to customs duties, plant expansion, rental, and environmental obligations. The total amount committed under these guarantees, which expire at various dates between 2025 and 2027, was $6 as of June 30, 2025.
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 were included in Other noncurrent liabilities and deferred credits in the Consolidated Balance Sheet. The remaining guarantee which had a fair value of $5 as of June 30, 2025 and $6 as of December 31, 2024, relates to a long-term energy supply agreement that expires in 2047 at an Alcoa Corporation facility, for which the Company is secondarily liable in the event of a payment default by Alcoa Corporation. If the Company incurs any liability under this guarantee, Arconic Corporation is obligated to indemnify the Company for 50% of such liability. The Company currently views the risk of an Alcoa Corporation payment default on its obligations under the contract to be remote. The Company is required to provide a guarantee up to an estimated present value amount of approximately $1,121 as of both June 30, 2025 and December 31, 2024 in the event of an Alcoa Corporation default. In the fourth quarter of 2024, 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, tax matters, and insurance obligations. The total amount committed under these letters of credit, which automatically renew or expire at various dates, primarily in 2025 and 2026, was $84 as of June 30, 2025.
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 $48, which are included in the $84 in the above paragraph, that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims 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 proportionally billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively. Also, the Company was required to provide letters of credit for certain Arconic Corporation and Alcoa Corporation environmental obligations and, as a result, the Company has $9 of outstanding letters of credit relating to such liabilities, which are also included in the $84 in the above paragraph.
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Surety Bonds. The Company has outstanding surety bonds primarily related to workers’ compensation, customs duties, environmental-related matters, and contract performance. The total amount committed under these annual surety bonds, which automatically renew or expire at various dates, primarily in 2025 and 2026, was $45 as of June 30, 2025.
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 $20, which are included in the $45 in the above paragraph, that had previously been provided related to the Company, Arconic Corporation, and Alcoa Corporation workers’ compensation claims that occurred prior to the respective separation transactions of April 1, 2020 and November 1, 2016. Arconic Corporation and Alcoa Corporation workers’ compensation claims and surety bond fees paid by the Company are proportionately billed to, and are reimbursed by, Arconic Corporation and Alcoa Corporation, respectively.
Other Liabilities
Supplier Financing Arrangements. We offer voluntary supplier finance programs to suppliers who may elect to sell their receivables to third parties at the sole discretion of both the suppliers and the third parties. The program is at no cost to the Company and provides additional liquidity to our suppliers, if they desire, at their cost. Under these programs, the Company pays the third-party bank, rather than the supplier, the stated amount of the confirmed invoices on the original maturity date of the invoices. The Company or the third-party bank may terminate a program upon at least 30 days’ notice. Supplier invoices under the program require payment in full no more than approximately 120 days of the invoice date. As of June 30, 2025 and December 31, 2024, supplier invoices that are subject to future payment under these programs were $295 and $268, respectively, and are included in Accounts payable, trade in the Consolidated Balance Sheet.
Q. 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 regarding the One Big Beautiful Bill Act enacted on July 4, 2025 and Note H regarding share repurchases made in July 2025.


24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(U.S. dollars in millions, except per share amounts)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Part I, Item 1 (Financial Statements and Supplementary Data) of this Form 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 aerospace (commercial and defense), commercial transportation, and industrial and other markets.
In the six months ended June 30, 2025, the Company derived approximately 69% of its revenue from products sold to the commercial and defense aerospace markets. Aircraft production in the aerospace industry continues to grow based on increases in demand for new aircraft and engine spares. Aircraft backlogs remain at record levels despite the recent tariff announcements. We expect our aerospace demand to continue to grow, including engine spares. The Boeing Company (“Boeing”) has been gradually increasing its production rates over the past several months, and Airbus SE (“Airbus”) has also signaled that its production rates are increasing, particularly in narrow body aircraft. The Federal Aviation Administration stated that it will not approve production rate increases above 38 aircraft per month or additional production lines for the Boeing 737 MAX until it is satisfied that Boeing is in full compliance with required quality control procedures. Boeing and Airbus are the primary original equipment manufacturers (“OEMs”) of aircraft airframes, and these companies’ production levels have had and are expected to have a material impact on the financial performance of Howmet. The timing and level of future aircraft builds by OEMs are subject to changes and uncertainties, which may cause our future results to differ from prior periods due to changes in product mix in certain segments.
Recent, ongoing changes in U.S. and international government policies, including executive orders on tariffs and retaliatory trade measures, are expected to impact the pricing of our products, disrupt supply chains, and increase our costs. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties in all segments. While the tariff situation remains fluid, we expect to pass along the costs associated with tariffs to our customers in the form of a cost pass through mechanism. There may be a delay between an increase in our costs and our ability to recover the higher costs that could impact our margins.
For additional information regarding the ongoing risks related to our business, see section Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Results of Operations
Earnings Summary:
Sales. Sales were $2,053 in the second quarter of 2025 compared to $1,880 in the second quarter of 2024, and $3,995 in the six months ended June 30, 2025 compared to $3,704 in the six months ended June 30, 2024. The increase of $173, or 9%, in the second quarter of 2025 and the increase of $291, or 8%, in the six months ended June 30, 2025 was primarily due to growth in the commercial aerospace, defense aerospace, and industrial and other markets, including engines spares, favorable product pricing, and cost pass through, partially offset by lower volumes in the commercial transportation market. Product price increases are in excess of material and inflationary cost pass through to our customers.
Cost of goods sold (“COGS”). COGS as a percentage of Sales was 66.5% in the second quarter of 2025 compared to 68.5% in the second quarter of 2024 and 66.5% in the six months ended June 30, 2025 compared to 69.6% in the six months ended June 30, 2024. The decrease in the second quarter and six months ended June 30, 2025 was primarily due to higher volumes, favorable product pricing, and productivity gains, partially offset by increased net headcount, primarily in the Engine Products segment, in support of expected revenue increases. The Company had no COGS net insurance reimbursements in the second quarter and six months ended June 30, 2025, compared to $6 in the second quarter and six months ended June 30, 2024 due to the insurance claim related to substantial equipment damage at the Forged Wheels’ cast house in Barberton, Ohio from a mechanical failure (the “Barberton Cast House Incident”) that was settled in the second quarter of 2024.
Selling, general administrative, and other expenses (“SG&A”). SG&A expenses were $89 in the second quarter of 2025 compared to $97 in the second quarter of 2024 and $174 in the six months ended June 30, 2025 compared to $185 in the six months ended June 30, 2024. The decrease of $8, or 8%, in the second quarter of 2025 and $11, or 6%, in the six months ended June 30, 2025 was primarily due to lower employment costs.
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Restructuring and other charges (credits). Restructuring and other charges were less than $1 in the second quarter of 2025 compared to Restructuring and other charges of $22 in the second quarter of 2024. Restructuring and other credits were $4 in the six months ended June 30, 2025 compared to Restructuring and other charges of $22 in the six months ended June 30, 2024. Restructuring and other charges for the second quarter of 2025 were primarily due to a charge for layoff costs of $3, partially offset by a gain on the sale of assets at a previously closed facility in Forged Wheels of $2 and a reversal of $1 for a layoff reserve related to a prior period. Restructuring and other credits for the six months ended June 30, 2025 were primarily due to a gain on the sale of assets at a small U.K. manufacturing facility in Engineered Structures of $3, a gain on the sale of assets at a previously closed facility in Forged Wheels of $2, and a reversal of $2 for a layoff reserve related to a prior period, partially offset by a charge for layoff costs of $3. Restructuring and other charges for the second quarter and six months ended June 30, 2024 were primarily due to a loss on the sale of a small U.K. manufacturing facility in Engineered Structures of $14 and layoff costs of $7.
See Note D to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional detail.
Interest expense, net. Interest expense, net was $38 in the second quarter of 2025 compared to $49 in the second quarter of 2024 and $77 in the six months ended June 30, 2025 compared to $98 in the six months ended June 30, 2024. The decrease of $11, or 22%, in the second quarter of 2025 and $21, or 21%, in the six months ended June 30, 2025 was primarily due to the early redemptions of the 2025 Notes during various periods in 2024, the early redemptions of the 5.125% Notes due October 2024 during various periods in 2024, and the early partial prepayments of its USD Term Loan Facility, partially offset by the August 2024 issuance of $500 aggregate principal amount of the 2031 Notes, net of the cross-currency swap that synthetically converted the 2031 Notes into a lower fixed-interest-rate Euro liability. On an annual basis, the debt reduction activities in 2025 will decrease Interest expense, net by approximately $4.
See Note N to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional detail related to the Company’s debt.
Other expense, net. Other expense, net was $14 in the second quarter of 2025 compared to $15 in the second quarter of 2024 and $23 in the six months ended June 30, 2025 compared to $32 in the six months ended June 30, 2024. The decrease in expense of $1 in the second quarter of 2025 was primarily due to an increase of foreign currency gains, net of $7 partially offset by an increase in deferred compensation of $5. The decrease in expense of $9 in the six months ended June 30, 2025 was primarily due to an increase of foreign currency gains, net of $10. Non-service related net periodic benefit costs related to defined benefit plans and other postretirement benefit plans is expected to be relatively flat for the full year 2025 versus 2024.
See Note F to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional detail.
Provision for income taxes. The estimated annual effective tax rate, before discrete items, applied to ordinary income was 20.8% in both the second quarter and six months ended June 30, 2025 compared to 21.7% in both the second quarter and six months ended June 30, 2024. The tax rate including discrete items was 13.2% in the second quarter of 2025 compared to 20.4% in the second quarter of 2024. A discrete net tax benefit of $35 was recorded in the second quarter of 2025 compared to a discrete net tax benefit of $5 in the second quarter of 2024. The tax rate including discrete items was 17.9% in the six months ended June 30, 2025 compared to 20.1% in the six months ended June 30, 2024. A discrete net tax benefit of $26 was recorded in the six months ended June 30, 2025 compared to a discrete net tax benefit of $12 recorded in the six months ended June 30, 2024. The 2025 estimated annual effective tax rate is lower than the 2024 rate primarily due to higher U.S. federal and state research and development credits and a higher U.S. deduction on Foreign Derived Intangible Income (“FDII”). The One Big Beautiful Bill Act (“OBBB”), which was enacted on July 4, 2025, is not expected to have a material impact on our estimated annual effective tax rate in 2025. Management is currently evaluating the provisions and available elections of the OBBB which could impact the amount and timing of the Company’s U.S. tax deductions. The Company expects a modest cash tax benefit in 2025. Howmet continues to anticipate that the effective tax rate in 2025 before discrete items will be between 20.5% and 21.5%.
See Note G to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional detail.
Net income. Net income was $407, or $1.00 per diluted share, in the second quarter of 2025 compared to $266, or $0.65 per diluted share, in the second quarter of 2024 and $751, or $1.84 per diluted share, in the six months ended June 30, 2025 compared to $509, or $1.23 per diluted share, in the six months ended June 30, 2024. The increase of $141 in the second quarter of 2025 and $242 in the six months ended June 30, 2025 was primarily due to growth in the commercial aerospace, defense aerospace, and industrial and other markets, including engines spares, favorable product pricing, productivity gains, and a reduction in interest expense due to lower long-term debt levels, partially offset by lower volumes in the commercial transportation market.
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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 Segment Adjusted EBITDA. The Company’s Chief Executive Officer, who has been determined to be our Chief Operating Decision Maker (“CODM”), believes that Segment Adjusted EBITDA provides information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Howmet’s definition of Segment Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Special items, including Restructuring and other charges (credits), are excluded from net margin and Segment Adjusted EBITDA. The Company’s CODM considers forecast-to-actual variances for Segment Adjusted EBITDA when allocating resources across the Company’s reportable segments. 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 C to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a description of each segment).
The Company has aligned its operations consistent with how the Chief Executive Officer assesses operating performance and allocates capital.
Engine Products
Second quarter ended Six months ended
  June 30, June 30,
  2025 2024 2025 2024
Third-party sales $ 1,056  $ 933  $ 2,052  $ 1,818 
Segment Adjusted EBITDA 349  292  674  541 
Segment Adjusted EBITDA Margin 33.0  % 31.3  % 32.8  % 29.8  %
Third-party sales for the Engine Products segment increased $123, or 13%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets, including engines spares growth.
Third-party sales for the Engine Products segment increased $234, or 13%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets, including engines spares growth.
Segment Adjusted EBITDA for the Engine Products segment increased $57, or 20%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets. The segment absorbed approximately 360 net headcount in the second quarter of 2025, in support of expected revenue increases.
Segment Adjusted EBITDA for the Engine Products segment increased $133, or 25%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets. The segment absorbed approximately 860 net headcount in the six months ended June 30, 2025, in support of expected revenue increases.
Segment Adjusted EBITDA Margin for the Engine Products segment increased approximately 170 basis points in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets.
Segment Adjusted EBITDA Margin for the Engine Products segment increased approximately 300 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets.
In 2025, as compared to 2024, demand in the commercial aerospace, defense aerospace, industrial gas turbine, and oil and gas markets is expected to increase, including engines spares growth. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.
27

Fastening Systems
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Third-party sales $ 431  $ 394  $ 843  $ 783 
Segment Adjusted EBITDA 126  101  253  193 
Segment Adjusted EBITDA Margin 29.2  % 25.6  % 30.0  % 24.6  %
Third-party sales for the Fastening Systems segment increased $37, or 9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial and defense aerospace markets, partially offset by lower volumes in the commercial transportation market.
Third-party sales for the Fastening Systems segment increased $60, or 8%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial and defense aerospace markets, partially offset by lower volumes in the commercial transportation market.
Segment Adjusted EBITDA for the Fastening Systems segment increased $25, or 25%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial and defense aerospace markets and productivity gains, partially offset by lower volumes in the commercial transportation market.
Segment Adjusted EBITDA for the Fastening Systems segment increased $60, or 31%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial and defense aerospace markets and productivity gains, partially offset by lower volumes in the commercial transportation market.
Segment Adjusted EBITDA Margin for the Fastening Systems segment increased approximately 360 basis points in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the commercial and defense aerospace markets and productivity gains, partially offset by lower volumes in the commercial transportation market.
Segment Adjusted EBITDA Margin for the Fastening Systems segment increased approximately 540 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the commercial and defense aerospace markets and productivity gains, partially offset by lower volumes in the commercial transportation market.
In 2025, as compared to 2024, demand in the commercial and defense aerospace markets is expected to increase, including potential new business resulting from a fire at a competitor’s facility. Demand in the commercial transportation market is not expected to recover before the end of 2025, given tariff-related and economic uncertainty in North America. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.
Engineered Structures
Second quarter ended Six months ended
  June 30, June 30,
  2025 2024 2025 2024
Third-party sales $ 290  $ 275  $ 572  $ 537 
Segment Adjusted EBITDA 62  40  122  77 
Segment Adjusted EBITDA Margin 21.4  % 14.5  % 21.3  % 14.3  %
Third-party sales for the Engineered Structures segment increased $15, or 5%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the defense aerospace market. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
Third-party sales for the Engineered Structures segment increased $35, or 7%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the defense aerospace market. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
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Segment Adjusted EBITDA for the Engineered Structures segment increased $22, or 55%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the defense aerospace market and productivity gains. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
Segment Adjusted EBITDA for the Engineered Structures segment increased $45, or 58% in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the defense aerospace market and productivity gains. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
Segment Adjusted EBITDA Margin for the Engineered Structures segment increased approximately 690 basis points in the second quarter of 2025 compared to the second quarter of 2024, primarily due to growth in the defense aerospace market and productivity gains. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
Segment Adjusted EBITDA Margin for the Engineered Structures segment increased approximately 700 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to growth in the defense aerospace market and productivity gains. The Engineered Structures segment is focusing on the optimization of its manufacturing footprint and rationalization of product mix in order to maximize profitability.
In 2025, as compared to 2024, demand in the defense aerospace market is expected to increase with a balanced commercial aerospace demand as a result of rationalization of product mix. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.
Forged Wheels
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Third-party sales $ 276  $ 278  $ 528  $ 566 
Segment Adjusted EBITDA 76  75  144  157 
Segment Adjusted EBITDA Margin 27.5  % 27.0  % 27.3  % 27.7  %
Third-party sales for the Forged Wheels segment decreased $2, or 1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to lower volumes in the commercial transportation market, partially offset by an increase in aluminum cost pass through.
Third-party sales for the Forged Wheels segment decreased $38, or 7%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower volumes in the commercial transportation market, partially offset by an increase in aluminum cost pass through.
Segment Adjusted EBITDA for the Forged Wheels segment increased $1, or 1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to cost reductions in response to lower volumes in the commercial transportation market.
Segment Adjusted EBITDA for the Forged Wheels segment decreased $13, or 8%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower volumes in the commercial transportation market.
Segment Adjusted EBITDA Margin for the Forged Wheels segment increased approximately 50 basis points in the second quarter of 2025 compared to the second quarter of 2024, primarily due to cost reductions in response to lower volumes in the commercial transportation market, partially offset by higher aluminum cost pass through.
Segment Adjusted EBITDA Margin for the Forged Wheels segment decreased approximately 40 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower volumes in the commercial transportation market and higher aluminum cost pass through.
In 2025, as compared to 2024, demand in the commercial transportation markets served by Forged Wheels is expected to continue to decrease throughout the remainder of the year. Governmental policies, laws and regulations, and other economic factors, including inflation, customer requirements, tariffs, and fluctuations in foreign currency exchange rates and interest rates, may affect future results of operations and cash flow. The timing, extent, application, and level of tariffs by various governments and our ability to recover tariffs are subject to changes and uncertainties.
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Reconciliation of Total Segment Adjusted EBITDA to Income before income taxes
Second quarter ended Six months ended
June 30, June 30,
2025 2024 2025 2024
Income before income taxes $ 469  $ 334  $ 915  $ 637 
Interest expense, net 38  49  77  98 
Other expense, net 14  15  23  32 
Operating income $ 521  $ 398  $ 1,015  $ 767 
Segment provision for depreciation and amortization 67  67  135  132 
Unallocated amounts:
Restructuring and other charges (credits) —  22  (4) 22 
Corporate expense 25  21  47  47 
Total Segment Adjusted EBITDA $ 613  $ 508  $ 1,193  $ 968 
Total Segment Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because it provides additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. Differences between the total segment and consolidated totals are in Corporate.
See Restructuring and other charges (credits), Interest expense, net, and Other expense, net discussions above, under “Results of Operations” for reference.
Corporate expense increased $4, or 19%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to plant fire reimbursements received related to the Barberton Cast House Incident which was settled in the second quarter of 2024.
Corporate expense remained flat in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Environmental Matters
See the Environmental Matters section of Note P to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
Subsequent Events
See Note Q to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for subsequent events.
Liquidity and Capital Resources
Operating Activities
Cash provided from operations was $699 in the six months ended June 30, 2025 compared to $574 in the six months ended June 30, 2024. The increase of $125, or 22%, was primarily due to higher operating results of $158, lower payments of noncurrent assets of $5 and lower pension contributions of $2, partially offset by higher working capital of $36 and higher payments of noncurrent liabilities of $4. The components of the change in working capital primarily included unfavorable changes in receivables of $70, taxes, including income taxes of $33, and accrued expenses of $30, which includes compensation related payments, partially offset by favorable changes in accounts payable of $68, inventories of $28, and prepaid expenses and other current assets of $1.
Management expects Howmet’s estimated pension contributions and other postretirement benefit payments in 2025 to be approximately $65.
Financing Activities
Cash used for financing activities was $506 in the six months ended June 30, 2025 compared to $301 in the six months ended June 30, 2024. The increase of $205, or 68%, was primarily due to increased common stock repurchases of $90, increased payments on debt of $54, increased dividends paid to common stock shareholders of $41 due to a $0.05 increase in dividends per common share, from $0.05 to $0.10 per share from the second quarter of 2024 to the second quarter of 2025, increased taxes paid for the net share settlement of equity awards of $12, and decreased proceeds from exercise of employee stock options of $5. On an annual basis, the current year debt actions are expected to reduce Interest expense, net by approximately $4.
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The Board of Directors of Howmet Aerospace established a 2025 dividend policy to pay cash dividends on the Company’s common stock in 2025 at a rate of 15% plus or minus 5% of net income excluding special items. The declaration of future common stock dividends is subject to the discretion and approval of the Board of Directors of Howmet after the Board’s consideration of all factors it deems relevant and subject to applicable law. The Company may modify, suspend, or cancel the dividend policy in any manner and at any time that it may deem necessary or appropriate.
The Company maintains a credit facility (the “Credit Facility”) pursuant to its Five-Year Revolving Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and issuers named therein (See Note N to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for reference). There were no amounts outstanding under the Credit Agreement as of June 30, 2025 or December 31, 2024, and no amounts were borrowed during 2025 or 2024 under the Credit Agreement.
The Company has a commercial paper program under which the Company may issue unsecured commercial paper from time to time up to a maximum aggregate face amount of $1,000. The Company’s commercial paper will be sold on customary terms in the U.S. commercial paper market on a private placement basis. The proceeds of the commercial paper will be used for general corporate purposes. In conjunction with the commercial paper program, the Company was assigned short-term credit ratings by Moody’s Investors Service, Inc., S&P Global Ratings, and Fitch Ratings, Inc.
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 in accordance with securities laws or utilize commercial paper in order to, but not limited to, refinance existing indebtedness.
In the future, the Company may, from time to time, redeem portions of its debt securities or repurchase portions of its debt or equity securities, 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-term and long-term debt ratings assigned to the Company by the major credit rating agencies. The Company believes that its cash on hand, cash provided from operations and availability of its Credit Facility, its commercial paper program, and its accounts receivables securitization program will continue to be sufficient to fund our operating and capital allocation activities.
The three major credit rating agencies have rated Howmet’s debt with investment grade ratings. The Company’s most recent short-term and long-term credit ratings, as well as the current outlook from the three major credit rating agencies are as follows:
  Short-Term Long-Term Outlook
S&P Global Ratings (“S&P”) A-2 BBB Stable
Moody’s Investors Service, Inc. (“Moody’s”) P-2 Baa1 Stable
Fitch Ratings, Inc. (“Fitch”) F1 BBB+ Stable
On March 31, 2025, Fitch upgraded Howmet’s short-term debt rating from F2 to F1 and long-term debt rating from BBB to BBB+, and updated the current outlook from positive to stable, citing deleveraging actions, conservative capital allocation and strong free cash flow generation.
On November 26, 2024, S&P upgraded Howmet’s short-term debt rating from A-3 to A-2 and long-term debt rating from BBB- to BBB, and affirmed the current outlook at stable, citing strong demand for commercial aerospace components and debt reduction.
On August 6, 2024, Moody’s upgraded Howmet’s short-term debt rating from P-3 to P-2, further upgraded Howmet’s long-term debt rating two notches from Baa3 to Baa1 citing demand in the markets served by Howmet along with the Company’s improved financial leverage, and updated the current outlook from positive to stable.
Investing Activities
Cash used for investing activities was $212 in the six months ended June 30, 2025 compared to $129 in the six months ended June 30, 2024. The increase of $83, or 64%, was primarily due to an increase in capital expenditures of $84 primarily related to capacity expansion projects in Engine Products in support of expected revenue increases backed by aerospace and industrial gas turbine customer contracts.
Total capital expenditures are anticipated to be approximately 5% of sales in 2025.
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Recently Adopted and Recently Issued Accounting Guidance
See Note B 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 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”, “envisions”, “estimates”, “expects”, “forecasts”, “goal”, “guidance”, “intends”, “may”, “outlook”, “plans”, “projects”, “seeks”, “sees”, “should”, “targets”, “will”, “would”, or other words of similar meaning. All statements that reflect Howmet’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of markets; future financial results or operating performance; future strategic actions; Howmet’s strategies, outlook, and business and financial prospects; and any future dividends, debt issuances, debt reduction and repurchases of its common stock. These statements reflect beliefs and assumptions that are based on Howmet’s perception of historical trends, current conditions and expected future developments, as well as other factors Howmet believes are appropriate in the circumstances. 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) deterioration in global economic and financial market conditions generally, or unfavorable changes in the markets served by Howmet, including due to escalating tariff and other trade policies and the resulting impacts on Howmet’s supply and distribution chains, as well as on market volatility and global trade generally; (b) the impact of potential cyber attacks and information technology or data security breaches; (c) the loss of significant customers or adverse changes in customers’ business or financial conditions; (d) manufacturing difficulties or other issues that impact product performance, quality or safety; (e) inability of suppliers to meet obligations due to supply chain disruptions or otherwise; (f) failure to attract and retain a qualified workforce and key personnel, labor disputes or other employee relations issues; (g) the inability to achieve improvement in or strengthening of financial performance, operations or competitiveness anticipated or targeted; (h) inability to meet increased demand, production targets or commitments; (i) competition from new product offerings, disruptive technologies or other developments; (j) geopolitical, economic, and regulatory risks relating to Howmet’s global operations, including geopolitical and diplomatic tensions, instabilities, conflicts and wars, as well as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; (l) failure to comply with government contracting regulations; (m) adverse changes in discount rates or investment returns on pension assets; and (n) the other risk factors summarized in Howmet’s Form 10-K for the year ended December 31, 2024 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. Under its share repurchase program, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as it deems appropriate, subject to market conditions, legal requirements and other considerations. The Company is not obligated to repurchase any specific number of shares or to do so at any particular time. The declaration of any future dividends is subject to the discretion and approval of the Board of Directors after the Board’s consideration of all factors it deems relevant and subject to applicable law. The Company may modify, suspend, or cancel its share repurchase program or its dividend policy in any manner and at any time that it may deem necessary or appropriate. Credit ratings are not a recommendation to buy or hold any Howmet Aerospace securities, and they may be revised or revoked at any time at the sole discretion of the credit rating organizations. The statements in this report are made as of the date of the filing of this report. Howmet disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
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 amended, 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 second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
See Note P 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, 2024.
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 June 30, 2025:
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 (in millions)(1)(2)
April 1 - April 30, 2025 796,117  $ 125.61  796,117  $ 1,972
May 1 - May 31, 2025 44,183  $ 169.74  44,183  $ 1,965
June 1 - June 30, 2025 389,013  $ 173.52  389,013  $ 1,897
Total for quarter ended June 30, 2025 1,229,313  $ 142.36  1,229,313 
(1)Excludes commissions cost.
(2)The Company has a share repurchase program (the “Share Repurchase Program”) that has approximately $1,797 million in Board authorization remaining available as of July 31, 2025, after giving effect to the additional $100 million share repurchases made in July 2025 at an average price per share of $182.90, which retired approximately 0.5 million shares. The Share Repurchase Program was authorized by the Company’s Board of Directors on August 18, 2021 at $1,500 million, which was increased by the Board by $2,000 million on July 30, 2024. Under the Share Repurchase Program, the Company may repurchase shares by means of trading plans established from time to time in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, block trades, private transactions, open market repurchases and/or accelerated share repurchase agreements, or other derivative transactions. There is no stated expiration for the Share Repurchase Program. Under the Share Repurchase Program, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the Share Repurchase Program may be suspended, modified, or terminated at any time without prior notice.
33

Item 6. Exhibits.
Letter Agreement, by and between Howmet Aerospace Inc. and John C. Plant, dated as of June 23, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2025.
Howmet Aerospace Inc. 2020 Annual Cash Incentive Plan, as Amended and Restated.
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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 June 30, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).
34


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Howmet Aerospace Inc.
July 31, 2025 /s/ Ken Giacobbe
Date Ken Giacobbe
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 31, 2025 /s/ Barbara L. Shultz
Date Barbara L. Shultz
Vice President and Controller
(Principal Accounting Officer)

35
EX-10.2 2 ex102_2q25.htm EX-10.2 Document

Howmet Aerospace Inc. 2020 Annual Cash Incentive Plan, as Amended and Restated
The Plan has been approved by the Compensation and Benefits Committee of the Board of Directors of Howmet Aerospace Inc. (the “Compensation Committee”). The terms of the Plan are as follows:
1.PURPOSE
This Howmet Aerospace Inc. 2020 Annual Cash Incentive Plan (the “Plan”) is intended to attract, retain, motivate and reward Participants by providing them with the opportunity to earn annual incentive compensation under the Plan based upon achievement of pre-established Performance Goals.
2.DEFINITIONS
For purposes of the Plan, the following terms have the meanings set forth below:

2.1“Howmet Aerospace Inc.” means Howmet Aerospace Inc., a Delaware corporation, and its successors or assigns.
2.2“Award” means an incentive award providing a Participant the opportunity to earn cash compensation under the Plan, subject to the achievement of one or more Performance Goals established pursuant to Section 6 of this Plan or such other terms as the Compensation Committee may establish.
2.3“Award Agreement” means any written or electronic agreement, contract, or other instrument or document that the Compensation Committee may deem advisable to evidence an Award and which may set forth additional terms and conditions regarding such Award and such Participant’s participation in the Plan.
2.4“Award Level” means the amount of incentive compensation (generally expressed as a percentage of the Participant’s Base Salary) that may be paid to a Participant under the Plan for the achievement in a given Plan Year of an associated, specified level of performance measured in terms of Performance Goals established pursuant to Section 6 of this Plan. Award Levels may be established at threshold, target and maximum levels.
2.5“Award Payment” means the actual dollar or local currency amount paid to a Participant under any Award pursuant to the Plan.



2.6“Base Salary” means with respect to any Participant the annual base salary actually paid to such Participant during the Plan Year. For the sake of clarity, Base Salary does not include any bonus or incentive compensation, whether under the Plan, any other short-term or long-term incentive plan or otherwise. Base Salary shall be determined without reduction for salary deferrals under any Company-sponsored nonqualified deferred compensation plan and, in the United States, Code Section 401(k) plan or flexible spending account plan (under Code Section 125), and without inclusion of any amounts previously deferred under any company-sponsored nonqualified deferred compensation plan, Code Section 401(k) plan or flexible spending account plan (under Code Section 125) that become subject to inclusion in gross income for Federal tax purposes.
2.7“Board” means the Board of Directors of Howmet Aerospace Inc.
2.8“Cause” means (a) if the Participant participates in the Howmet Aerospace Inc. Change in Control Severance Plan, “Cause” as defined in such plan; or (b) if the Participant does not participate in the Howmet Aerospace Inc. Change in Control Severance Plan, (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties with Howmet Aerospace Inc. or a Subsidiary that has not been cured within 30 days after a written demand for substantial performance is delivered to the Participant by the Board or the Participant’s direct supervisor, which demand specifically identifies the manner in which the Participant has not substantially performed the Participant’s duties, (ii) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s fraud or acts of dishonesty relating to the Company, or (iv) the Participant’s conviction of any misdemeanor relating to the affairs of the Company or indictment for any felony. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company.
2.9“CEO” means Howmet Aerospace Inc.’s Chief Executive Officer.
2.10“Code” means the Internal Revenue Code of 1986, as amended including rules, regulations and guidance promulgated thereunder and successor provisions and rules and regulations thereto.
2.11“Company” means Howmet Aerospace Inc. and all of its Subsidiaries, collectively, or its successors or assigns.
2.12“Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
2.13“Executive Officer” means each officer of the Company whose compensation is approved by the Compensation Committee on an annual basis.
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2.14“Participant” means an officer, manager or employee of Howmet Aerospace Inc. or any of its Subsidiaries who is selected by the CEO, or approved by the Compensation Committee, for participation in the Plan for a given Plan Year in accordance with Section 5.
2.15“Performance Goals” means the Company Performance Goals (as defined below) and/or Personal Performance Goals established for each Award pursuant to Section 6.1 of this Plan, against which a Participant’s performance shall be measured to determine if an Award Payment may be payable under the Plan. Company Performance Goals may be based upon one or more Performance Measures set forth in Section 6.2 of this Plan (collectively, “Company Performance Goals”).
2.16“Performance Measures” means the performance measures set forth in Section 6.2 of this Plan for Howmet Aerospace Inc. or any one or more of its groups, divisions, business units, or Subsidiaries, and other performance metrics as the Compensation Committee deems appropriate under the circumstances.
2.17“Personal Performance Goal” means goals or levels of performance based upon achievement of certain individual business objectives and/or personal performance objectives, in each case which support the business plan of the Company. Personal Performance Goals may include personal performance objectives such as teamwork, interpersonal skills, employee development, project management skills and leadership, and/or individual business objectives such as the implementation of policies and plans, the negotiation and/or completion of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, technology and best practice sharing within the Company, and the completion of other corporate goals.
2.18“Performance Period” means that period established by the Compensation Committee at the time any Award is granted or at any time thereafter during which any Performance Goals with respect to such Award are to be measured.
2.19“Retirement” means the termination of a Participant by his or her resignation from continuous service upon or after attainment of (a) normal retirement age of 65; (b) age 55 and completion of 10 years of continuous service; (c) such lesser age for any individual Participant with rights to a pension other than a deferred vested pension benefit under a retirement plan of Howmet Aerospace Inc. and/or a Subsidiary and/or an affiliate; (d) as defined under or in accordance with, the Howmet Aerospace Stock Incentive Plan, as amended and restated; or (e) as may be approved by the Compensation Committee, in its discretion; but in each case under (a), (b), (c) or (d) hereof only if such termination is approved as Retirement by, in the case of an Executive Officer, the Compensation Committee, and, in the case of any other officer or employee, the CEO.
2.20“Section 409A” means Section 409A of the Code.
2.21“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act of 1933, as amended.
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3.ADMINISTRATION
3.1Power and Authority of the Compensation Committee. The Plan shall be administered by the Compensation Committee, which shall have full power, discretion and authority to, without limitation:
(a)Designate each Performance Period;
(b)Establish the Performance Goals for each Performance Period and determine whether and to what extent such Performance Goals have been achieved;
(c)Determine at any time the cash amount payable with respect to an Award;
(d)Prescribe, amend and rescind rules and procedures relating to the Plan;
(e)Employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any opinion or computation received therefrom;
(f)Amend, modify, or cancel any Award, and authorize the exchange, substitution, or replacement of Awards;
(g)Delegate its administrative powers under the Plan to the extent not prohibited by applicable laws, regulations or stock exchange listing rules; and
(h)Make all determinations, and formulate such procedures, as may be necessary or advisable in the opinion of the Compensation Committee for the administration of the Plan.
3.2Plan Construction and Interpretation. The Compensation Committee shall have full power and authority to construe and interpret the Plan and to correct any defect or omission, or reconcile any inconsistency, in the Plan or any Award.
3.3Determinations of Compensation Committee Final and Binding. All determinations by the Compensation Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be made in the Compensation Committee’s sole discretion and shall be final, binding and conclusive for all purposes and upon all persons interested herein. The Compensation Committee’s decisions regarding the amount of each Award need not be consistent among Participants.
    4

3.4Limitation on Liability. No member of the Compensation Committee or the Board (or its delegates) shall be liable for any action or determination made in good faith with respect to the Plan or any award pursuant to it. Howmet Aerospace Inc. shall indemnify and hold harmless each member of the Compensation Committee and the Board, and the estate and heirs of each such member, against all claims, liabilities, expenses, penalties, damages or other pecuniary losses, including legal fees, which such Compensation Committee member or Board member or his or her estate or heirs may suffer as a result of any act or omission to act in connection with the Plan, to the extent that insurance, if any, does not cover the payment of such items.
4.TERM
The effective date of this Plan is January 1, 2020. The Plan will remain in effect for successive fiscal years beginning on January 1 of each year (each, a “Plan Year”), until terminated by the Compensation Committee at the Compensation Committee’s sole discretion.
5.ELIGIBILITY
5.1In order to be eligible to participate in the Plan for any Plan Year, except as set forth in Sections 5.2 and 6.8 below, an individual must (i) be an officer or employee, employed on a full-time or part-time basis with Howmet Aerospace Inc. or any of its Subsidiaries in a Plan-eligible position (such positions to be determined in the sole discretion of the Compensation Committee); and (ii) be hired, transferred or promoted to a Plan-eligible position before the commencement of the final two weeks of the Plan Year.
5.2Directors who are not employees of the Company, temporary employees, leased employees, interns, consultants and independent contractors shall not be eligible to participate in the Plan.
5.3An officer or employee who, after January 1 of the Plan Year, is hired, or is transferred or promoted from a position not eligible for an Award to a position which the Compensation Committee has determined is eligible for an Award for the Plan Year, may participate in the Plan on a pro rata basis as of the date the employee was hired, transferred or promoted, as the case may be.
6.PERFORMANCE AWARDS
6.1Establishment of Awards.
(a)As promptly as practicable after the beginning of each Plan Year with respect to which any Awards are to be granted to Participants, and, in any event, before April 1 of such Plan Year, the Compensation Committee shall take those actions for which it is responsible under this Plan to (i) establish the Performance Goals, Performance Measures, Award Levels and, if applicable, the threshold Award Level, target Award Level and maximum Award Level, for each Participant, and (iii) establish such other terms and conditions for each Award as it deems appropriate, which terms may be set forth in an Award Agreement.
    5

(b)In the case of the CEO and each of the Executive Officers, the Compensation Committee will establish for each Plan Year the Award Levels, the Performance Goals, Performance Measures and the weighting of the Performance Goals. With respect to all other Participants, the Compensation Committee will approve the Award Levels and Company Performance Goals for each such Participant.
(c)The Award Levels, Performance Goals and the weighting of the Performance Goals will vary among Participants depending on the Participant’s role and responsibilities. The Award Levels and Performance Goals may change from Plan Year to Plan Year.
6.2Performance Measures. The Performance Measures from which the Compensation Committee may establish Performance Goals shall include the achievement of operational goals based on the attainment by Howmet Aerospace Inc., on a consolidated basis, and/or by specified Subsidiaries or groups, divisions or business units of Howmet Aerospace Inc., of specified levels of one or more of the following performance criteria, any one of which, if applicable, may be normalized for fluctuations in currency or the price of aluminum on the London Metal Exchange or established relative to a comparison with other corporations or an external index or indicator, or relative to a comparison with performance in prior periods, as the Compensation Committee deems appropriate: (a) earnings, including operating income, earnings before or after taxes, and earnings before or after interest, taxes, depreciation, and amortization; (b) book value per share; (c) pre-tax income, after-tax income, income from continuing operations, or after tax operating income; (d) operating profit or improvements thereto; (e) earnings per common share (basic or diluted) or improvement thereto; (f) return on assets (net or gross); (g) return on capital; (h) return on invested capital; (i) sales, revenues or returns on sales or revenues or growth in sales, revenues or returns on sales or revenues; (j) share price appreciation; (k) total shareholder return; (l) cash flow, operating cash flow, free cash flow, cash flow return on investment (discounted or otherwise), improvements in cash on hand, reduction of debt, improvements in the capital structure of the Company including debt to capital ratios; (m) implementation or completion of critical projects or processes; (n) economic profit, economic value added or created; (o) cumulative earnings per share growth; (p) achievement of cost reduction goals; (q) return on shareholders’ equity; (r) total shareholders’ return improvement or relative performance as compared with other selected companies or as compared with Company, Subsidiary, group, division or business unit history; (s) reduction of days working capital, working capital or inventory; (t) operating margin or profit margin or growth thereof; (u) cost targets, reductions and savings, productivity and efficiencies; (v) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction (including improvements in product quality and delivery), employee satisfaction, human resources management including improvements in diversity representation, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (w) the achievement of sustainability measures, community engagement measures or environmental, health or safety goals of Howmet Aerospace Inc. or a Subsidiary, group, division or business unit of the Company for or within which the Participant is primarily employed; (x) improvement in performance against competition benchmarks approved by the Compensation Committee; or (y) improvements in audit and compliance measures.
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6.3Measurement.
(a)The Compensation Committee shall have sole discretion to determine (i) with respect to all Participants, the Award Levels which represent the amounts potentially payable under each Award, the Company Performance Goals applicable to each Award, and the method of determining whether each Company Performance Goal has been met, and (ii) with respect to the Executive Officers, the Personal Performance Goals, if applicable, the method of determining whether each such Personal Performance Goal has been met and the weighting of each Performance Goal.
(b)Unless otherwise determined by the Compensation Committee, each Award shall include a threshold Performance Goal that must be attained in order for a threshold Award Level to be payable, a target Performance Goal that must be attained for a target Award Level to be payable, and a maximum Performance Goal that must be attained for a maximum Award Level to be payable. The amount of each Award and the Performance Goals may vary among Participants and may be determined based on the Participant’s ability to directly impact the Company’s performance or on an assessment of the Participant’s overall contributions to the Company’s success.
6.4Company Performance Goals. To the extent the Compensation Committee elects to base Award opportunities and Performance Goals on a Company Performance Goal, the Compensation Committee shall select the Performance Measures for the Plan Year from the criteria listed in Section 6.2 or establish such other criteria as the Compensation Committee may determine appropriate. The Compensation Committee shall also establish the threshold, target and maximum Performance Goals applicable for each Company Performance Goal.
6.5Personal Performance Goals. To the extent the Compensation Committee elects to base Award opportunities and Performance Goals on one or more Personal Performance Goals, the components of the Personal Performance Goals will: (a) be established for the Participant’s position for the Plan Year by the Participant’s supervisor with the approval of the CEO; (b) include only components that support the business plan of the Company; and (c) identify how the Participant will support the achievement of such goals. The Personal Performance Goals for the Executive Officers will be established by the Compensation Committee. The determination of whether a Participant (other than an Executive Officer) has attained his or her Personal Performance Goals and the Award Payment payable with respect to the attainment of such Personal Performance Goals shall be determined by the CEO, subject to final approval by the Compensation Committee. The determination of whether an Executive Officer has attained his or her Personal Performance Goals and the Award Payment payable with respect to the attainment of such Personal Performance Goals shall be determined by the Compensation Committee.
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6.6Certification and Payment.
(a)As soon as practicable after Howmet Aerospace Inc.’s audited financial statements are available for a Plan Year with respect to which the Awards are outstanding, the performance of Howmet Aerospace Inc., on a consolidated basis, and each applicable group, division, business unit or Subsidiary will be determined for such Plan Year. The financial and operational performance shall then be evaluated to determine the extent to which the Company Performance Goals have been achieved, based upon standards established for such Plan Year. In performing such evaluation, the Compensation Committee is authorized to make adjustments in the method of calculating attainment of the Company Performance Goals, including, but not limited to, the authority:
(i)to adjust or exclude the dilutive or anti-dilutive effects of acquisitions or joint ventures;
(ii)to adjust the impact of the disposition of any businesses divested by the Company during a Plan Year;
(iii) to exclude, in whole or in part, restructuring and/or other nonrecurring charges;
(iv) to exclude, in whole or in part, exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings;
(v)to exclude, in whole or in part, the effects of changes to generally accepted accounting standards (“GAAP”) made by the relevant accounting authority;
(vi) to exclude, in whole or in part, the effects of any statutory adjustments to corporate taxes;
(vii)to exclude, in whole or in part, the impact of any “unusual or nonrecurring items” as determined under GAAP;
(viii)to exclude, in whole or in part, the effect of any change in the outstanding shares of common stock of Howmet Aerospace Inc. by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends;
(ix) to give effect to or to ignore, in whole or in part, any other unusual, non-recurring gain or loss or other extraordinary item; and
(x)to give effect to or to ignore, in whole or in part, any other facts, circumstances or considerations deemed appropriate by the Compensation Committee.
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Award Payments for a Plan Year will be included as an expense in determining the Company’s financial performance under the Plan for that Plan Year.

(b)The Compensation Committee and each of its members shall be entitled to rely upon information provided by appropriate officers of the Company with respect to financial and other data in order to determine if the Performance Goals for any Participant in a Plan Year have been met.
(c)Unless otherwise determined by the Compensation Committee or deferred in accordance with Howmet Aerospace Inc.’s Deferred Compensation Plan, Award Payments for any Plan Year shall be paid in cash as soon as practicable after the Compensation Committee determines that the Performance Goals specified for such Award were in fact satisfied. It is intended that payment will be made no later than required to ensure that no amount paid or to be paid hereunder shall be subject to the provisions of Section 409A(a)(1)(B) of the Code and all payments are intended to be eligible for the short-term deferral exception to Section 409A of the Code, except to the extent a payment is deferred under Howmet Aerospace Inc.’s Deferred Compensation Plan.
6.7Limit on Award Payments. Under no circumstances shall the aggregate amount payable to any Participant under an Award for any Plan Year exceed US$9,000,000.
6.8Termination of Employment.
(a)Other than in cases of Retirement, a Participant who voluntarily terminates employment prior to the date the Award Payment is paid for a given Plan Year shall forfeit any right to receive any Award Payment for that Plan Year.
(b)In the event of a Participant’s involuntary termination by the Company without Cause:
(i)If a Participant’s employment is involuntarily terminated by the Company without Cause prior to the end of a Plan Year, the Participant may, upon the discretion of the Compensation Committee or the Chief Human Resources Officer of the Company, be eligible to be paid a prorated portion of the Award Payment for that Plan Year for the period of time employed during such Plan Year, based on the actual level of attainment of the Performance Goals.
(ii)If a Participant's employment is involuntarily terminated by the Company without Cause after the end of a Plan Year, but prior to payment to that Participant of the Award Payment otherwise payable (or any portion thereof) under an Award, the Participant will be eligible for the amount of the Award Payment earned by the Participant for that Plan Year, based on the actual level of attainment of the Performance Goals.

    9

(c)In the event of a Participant’s Retirement, the Participant will remain eligible for an Award Payment for the applicable Plan Year only if the Participant has been employed by the Company for a continuous period of not less than six months in such Plan Year, provided that circumstances that would have warranted a termination of the Participant’s employment by the Company for Cause do not exist.
(d)In the event of a Participant’s termination by the Company for Cause, the Participant shall forfeit any right to receive any Award Payment for the Plan Year.
(e)In the event of the Participant’s death or Disability:
(i)if a Participant’s employment is terminated prior to the end of a Plan Year by reason of death or Disability, the Participant or the Participant’s heir or legal representative may, upon the discretion of the Compensation Committee or the Chief Human Resources Officer of the Company, be eligible to be paid a prorated portion of the Award Payment for that Plan Year for the period of time employed during such Plan Year, based on the actual level of attainment of the Performance Goals; and
(ii)if a Participant’s employment is terminated by reason of death or Disability after the end of a Plan Year, but prior to payment to that Participant of the Award Payment otherwise payable (or any portion thereof) under an Award, the Participant or the Participant’s heir or legal representative will be eligible for the amount of the Award Payment earned by the Participant for that Plan Year, based on the actual level of attainment of the Performance Goals.
7.WITHHOLDING TAXES
The Company shall have the right, at the time of payment of an Award Payment, to make adequate provision for any federal, state, local or foreign taxes (including social contributions and any other applicable taxes) which it believes are or may be required by law to be withheld with respect to an award under the Plan (“Tax Liability”), to ensure the payment of any such Tax Liability. The Company may provide for the payment of any Tax Liability by withholding from the amount of the Award Payment or by any other method deemed appropriate by the Compensation Committee.
8.AMENDMENT AND TERMINATION
The Compensation Committee may at any time and in its sole discretion suspend, amend or terminate the Plan.
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9.MISCELLANEOUS
9.1No Guarantee of Employment. Nothing in this Plan or any Award granted hereunder shall confer upon any employee any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate his or her employment at any time.
9.2Not Compensation for Other Plans. Except as otherwise explicitly required under the terms of an employee benefit plan of the Company that is intended to be qualified under Section 401(a) of the Code, no Award under this Plan and no amount payable or paid under any Award shall be deemed to be or counted as salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company for the benefit of any employee.
9.3Compliance with Law. The Plan and the grant of awards under it shall be subject to all applicable U.S. federal and state and any applicable foreign laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required.
9.4State Law. The Plan shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, without reference to principles of conflict of laws, and construed accordingly.
9.5Interpretation. All Awards and any Award Agreements shall be subject to the terms of this Plan, or the terms of this Plan, as amended from time to time, and as interpreted by the Compensation Committee.
9.6No Alienation. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an affiliate of the Company, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an affiliate of the Company. No Award shall be assignable or transferable, either voluntarily or involuntarily, by a Participant, including as between spouses or pursuant to a domestic relations order in connection with dissolution of marriage, or by operation of law, except pursuant to Section 6.8(e) or the laws of descent.
9.7    Section 409A. This Plan may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or Award made under the Plan, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or any other party for any taxes, penalties or interest due on amounts paid or payable under the Plan, including taxes, penalties or interest imposed under Section 409A of the Code.

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9.8    Forfeiture and Recoupment. The following Forfeiture and Recoupment provisions shall apply notwithstanding any other provision of the Plan to the contrary; provided that in no event shall there be any duplication of recovery of amounts from a Participant under Section 9.8(a) hereof, Section 9.8(b) hereof, the Company's Executive Officer Incentive Compensation Recovery Policy, the Sarbanes-Oxley Act of 2002, or any other recoupment policy or recoupment requirement:

(a)If any of the following events occur, as determined by the Compensation Committee in its sole and absolute discretion, a Participant shall forfeit all Awards under the Plan and the Compensation Committee has the discretion to recover Award Payments that were paid under the Plan to the Participant (or, in the case of a deferred incentive, earned by such Participant) in the three-year period prior to the date the misconduct was discovered or prior to the date the full impact of the misconduct was known, as determined by the Compensation Committee;
(i)in the event a Participant violates any agreement in place with the Company or a Subsidiary, such as a non-competition agreement, settlement agreement or confidentiality agreement, the violation of which is injurious to the Company or any Subsidiary, monetarily, reputationally or otherwise;
(ii)in the event of a Participant’s fraudulent conduct or willful engagement in conduct, in each case which is injurious to the Company or any Subsidiary, monetarily, reputationally or otherwise; or
(iii)in the event a Participant violates the Company’s Code of Conduct or applicable law, in each case which is injurious to the Company or any Subsidiary, monetarily, reputationally or otherwise.
For purposes of clause (ii) above, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company or a Subsidiary.
In the event of a dispute concerning the application of this Section 9.8(a), no claim by the Company shall be given effect unless the Board determines that there is clear and convincing evidence that the Compensation Committee has the right to cancel or recover an Award or Award Payment hereunder, and the Board finding to that effect is adopted by the affirmative vote of not less than three quarters of the entire membership of the Board (after reasonable notice to the Participant and an opportunity for the Participant to provide information to the Board in such manner as the Board, in its sole discretion, deems to be appropriate under the circumstances).
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(b)In its sole and absolute discretion, the Compensation Committee may, to the full extent permitted by governing law, in all appropriate cases, recover Award Payments that were paid under the Plan to the Participant (or, in the case of a deferred incentive, earned by such Participant) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement of its financial statements if: (i) the amount of the Award Payment was calculated based upon the achievement of certain financial results that were subsequently the subject of the restatement and (ii) the amount of the Award Payment had the financial results been properly reported would have been lower than the amount actually awarded; and
(c)Further, Awards and Award Payments are subject to recoupment under the Company's Executive Officer Incentive Compensation Recovery Policy, if applicable, and any recoupment requirements under the Sarbanes-Oxley Act or under other applicable laws, rules, regulations or stock exchange listing standards.
9.9    Participants Outside the United States. Awards may be granted to employees who are foreign nationals or residents or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to employees who are not foreign nationals or residents or who are employed in the United States as may, in the judgment of the Compensation Committee, be necessary or desirable in order to recognize differences in local law, regulations or tax policy. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law outside the United States where an employee is based, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the sole determination of the Compensation Committee, materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan shall remain in full force and effect.

9.10    Severability. If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be enforced and construed as if such provision had not been included.

9.11    Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the payment of any Award, nothing contained herein shall give any Participant any rights that are greater than those of a general creditor of the Company. No amounts awarded or accrued under the Plan shall be funded, set aside, subject to interest payment or otherwise segregated prior to payment of an Award. Any Award payable under the Plan is voluntary and occasional and does not create any contractual or other right to receive Awards in future years or benefits in lieu of such Awards.

    13
EX-31 3 ex31_2q25.htm EX-31 Document

Exhibit 31
Certifications
I, John C. Plant, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Howmet Aerospace Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: July 31, 2025
 
/s/ John C. Plant
John C. Plant
Executive Chairman and Chief Executive Officer






I, Ken Giacobbe, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Howmet Aerospace Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2025
 
/s/ Ken Giacobbe
Ken Giacobbe
Executive Vice President and Chief Financial Officer

 
EX-32 4 ex32_2q25.htm EX-32 Document

Exhibit 32

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Howmet Aerospace Inc., a Delaware corporation (the “Company”), does hereby certify that:
The Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:
July 31, 2025
 /s/ John C. Plant
John C. Plant
Executive Chairman and Chief Executive Officer
Dated:
July 31, 2025
 /s/ Ken Giacobbe
Ken Giacobbe
Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.