Obligation Howmet Aerospatial 6.875% ( US443201AA64 ) en USD

Howmet Aerospatial

100.02 % ⇌

Etas-Unis

US443201AA64 ( en USD )

6.875% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation Howmet Aerospace US443201AA64 en USD 6.875%, échue

2 000 USD

1 200 000 000 USD

443201AA6

BBB- ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Howmet Aerospace est un fabricant mondial de pièces et de systèmes de haute technologie pour les marchés de l'aérospatiale et de l'énergie industrielle, spécialisé dans les alliages de métaux légers et les procédés de fabrication avancés.

L'Obligation émise par Howmet Aerospatial ( Etas-Unis ) , en USD, avec le code ISIN US443201AA64, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2025

L'Obligation émise par Howmet Aerospatial ( Etas-Unis ) , en USD, avec le code ISIN US443201AA64, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Howmet Aerospatial ( Etas-Unis ) , en USD, avec le code ISIN US443201AA64, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 tm2016353-5_424b5.htm PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of Securities to be
Amount To Be
Proposed Maximum
Aggregate Offering
Amount of
Registered
(1)
(1)
(1)
??
Registered
??
Offering Price
??
Price
?? Registration Fee
?
6.875% Notes due 2025
???$1,200,000,000???
??100.000% ??? ?$1,200,000,000 ???
?$155,760
??
?
(1) Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
?
TABLE OF CONTENTS
?Filed pursuant to Rule 424(b)(5)
?Registration Statement No. 333-237705?
Prospectus Supplement
(to Prospectus dated April 16, 2020)
Howmet Aerospace Inc.
$1,200,000,000
6.875% Notes due May 1, 2025
We are offering $1,200,000,000 aggregate principal amount of 6.875% notes due 2025 (the "Notes"). The Notes will bear interest at a rate of
6.875% per year. We will pay interest on the Notes semi-annually in arrears on May 1 and November 1 of each year, beginning November 1, 2020.
The Notes will mature on May 1, 2025, unless earlier repurchased or redeemed.
The Notes will be our senior unsecured obligations and will rank equally with all of our other existing and future unsecured and
unsubordinated indebtedness.
We may redeem the Notes at our option prior to maturity, in whole or in part, at any time at the redemption prices described in this prospectus
supplement under "Description of the Notes?--?Optional Redemption." If we experience a change of control repurchase event, we may be required
to offer to purchase the Notes from holders.
Concurrently with this offering, we are conducting separate offers to purchase for cash (the "Tender Offers") (i) our outstanding 5.400% Notes
due 2021 (the "2021 Notes") with an aggregate purchase price of up to $785 million and (ii) our outstanding 5.870% Notes due 2022 (the "2022
Notes," and together with the 2021 Notes, the "Tender Notes") with an aggregate purchase price of up to $210 million. As part of the Tender Offer
in respect of the 2021 Notes, we are soliciting consents (the "Consent Solicitation") from holders of the 2021 Notes to amend certain provisions of
the indenture governing the 2021 Notes. This offering is not conditioned upon completion of the Tender Offers and Consent Solicitation. The
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Tender Offers are subject to a number of conditions (including a financing condition) that may be waived or changed. If completed, this offering of
Notes would satisfy the financing condition for the Tender Offers.
The Tender Offers and Consent Solicitation are being made solely pursuant to, and are governed by, the Offer to Purchase and Consent
Solicitation Statement dated April 22, 2020 (the "Offer to Purchase and Consent Solicitation Statement"). This prospectus supplement and the
accompanying prospectus are not an offer to purchase the Tender Notes.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Proceeds to
Underwriting
Howmet Aerospace
(1)
?
? ? Price to Public
? ?
Discount
? ? (before expenses) ?
Per Note
? ???
100.000??
% ???
0.875??
% ???
99.125??
%
Total
? ??$1,200,000,000?? ??$10,500,000?? ??$1,189,500,000??
?
(1) Plus accrued interest, if any, from April 24, 2020.
?
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
The Notes will be ready for delivery in book-entry form only through The Depository Trust Company and its participants, including
Clearstream and Euroclear (each as defined herein), on or about April 24, 2020.
Joint Book-Running Managers
?
J.P. Morgan
??
Citigroup
??Goldman Sachs & Co. LLC?
Senior Managers
?
ABN AMRO
??
Banca IMI
??BMO Capital Markets?? BNP PARIBAS ?
?
Fifth Third Securities
??Mizuho Securities??
Morgan Stanley
??
MUFG
?
?
PNC Capital Markets LLC
??
SMBC Nikko
??SunTrust Robinson Humphrey?
?
TD Securities
??
US Bancorp
?
Managers
?
Citizens Capital Markets
??
Huntington Capital Markets
??
ING
??
Scotiabank
?
Co-Managers
?
Academy Securities
? ?
Bradesco BBI
? ?
BNY Mellon Capital Markets, LLC
?
?
Nomura
? ?
Standard Chartered Bank
? ?
Westpac Capital Markets LLC
?
April 22, 2020
TABLE OF CONTENTS? ?

We are responsible for the information contained and incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to give you any
other information, and we take no responsibility for any other information that others may give you. We are not,
and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the date of the document
containing the information.
TABLE OF CONTENTS
Prospectus Supplement
?
? ?
Page
?
ABOUT THIS PROSPECTUS SUPPLEMENT
? ??? S-ii??
WHERE YOU CAN FIND MORE INFORMATION
? ??? S-ii??
INCORPORATION BY REFERENCE
? ??? S-ii??
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
? ??? S-iii??
SUMMARY
? ??? S-1??
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THE OFFERING
? ??? S-5??
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION
? ??? S-8??
RISK FACTORS
? ???S-10??
USE OF PROCEEDS
? ???S-18??
CAPITALIZATION
? ???S-19??
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
? ???S-20??
DESCRIPTION OF THE NOTES
? ???S-26??
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
? ???S-35??
UNDERWRITING
? ???S-36??
LEGAL MATTERS
? ???S-41??
EXPERTS
? ???S-41??
Prospectus
?
? ? Page ?
ABOUT THIS PROSPECTUS
? ? ?? 1 ??
WHERE YOU CAN FIND MORE INFORMATION
? ? ?? 1 ??
INCORPORATION BY REFERENCE
? ? ?? 1 ??
FORWARD-LOOKING STATEMENTS
? ? ?? 3 ??
OUR BUSINESS
? ? ?? 4 ??
RISK FACTORS
? ? ?? 4 ??
USE OF PROCEEDS
? ? ?? 5 ??
DESCRIPTION OF SENIOR DEBT SECURITIES
? ? ?? 6 ??
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
? ? ??20 ??
PLAN OF DISTRIBUTION
? ? ??27 ??
LEGAL MATTERS
? ? ??29 ??
EXPERTS
? ? ??29 ??

S-i
TABLE OF CONTENTS? ? ?

ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific
terms of this offering. The second part is the accompanying prospectus, which includes more general information,
some of which may not apply to this offering. You should carefully read both this prospectus supplement and the
accompanying prospectus, together with the additional information described under the headings "Where You Can
Find More Information" and "Incorporation by Reference" in this prospectus supplement.
In this prospectus supplement, except as otherwise indicated or unless the context otherwise requires,
"Howmet", "Howmet Aerospace," "the Company", "we", "us" and "our" refer to Howmet Aerospace Inc., a
Delaware corporation, and its consolidated subsidiaries. If the information set forth in this prospectus supplement
differs in any way from the information set forth in the accompanying prospectus, you should rely on the
information set forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. Copies of certain
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information filed by us with the SEC are also available on our website at www.howmet.com. Information accessible
on or through our website is not a part of this prospectus supplement or the accompanying prospectus. Our website
is included in this prospectus supplement and the accompanying prospectus as an inactive textual reference only.
Statements in this prospectus supplement and accompanying prospectus concerning any document we filed as
an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings. You should review the complete document to
evaluate these statements.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means
that we can disclose important information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is
considered to be part of this prospectus supplement. Because we are incorporating by reference future filings with
the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some
of the information included or incorporated by reference in this prospectus supplement and the accompanying
prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if
any of the statements in this prospectus supplement, in the accompanying prospectus or in any document previously
incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the offering of the securities under
this prospectus supplement is terminated or completed, except that we are not incorporating any information
included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless
the information is expressly incorporated herein:
· Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27,
2020;
?
· The information specifically incorporated by reference into our Annual Report on Form 10-K for the year
ended December 31, 2018 from our Definitive Proxy Statement on Schedule 14A, filed on March 28, 2019;
and
?

S-ii
TABLE OF CONTENTS?

· Current Reports on Form 8-K filed on January 17, 2020, February 6, 2020, February 7, 2020 (Item 8.01 and
Exhibit 99.2 of Item 9.01), February 25, 2020 (Item 5.02 and Exhibits 10.1 and 10.2 of Item 9.01), March 5,
2020 (as amended by the Current Report on Form 8-K/A filed on March 5, 2020), March 26, 2020, April 6,
2020 (Items 1.01, 2.01, 5.02, 5.03 and 8.01 and Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 3.1,
99.1, 99.3 and 99.4 of Item 9.01), April 7, 2020 (Items 2.01 and 9.01), April 9, 2020, April 13, 2020, April
22, 2020 and April 22, 2020.
?
Copies of these filings are available to you without charge upon your written or oral request. You can obtain
the documents incorporated by reference in this document through the SEC website at www.sec.gov or by going to
our Investor Relations page on our corporate web site at www.howmet.com, or by requesting them from us at the
following address: Howmet Aerospace Inc., 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872,
Attn: Investor Relations, or by telephone at 1-412-553-1950. Information contained in or accessible through our
website is not part of or incorporated by reference into this prospectus supplement and the accompanying
prospectus. Our website is included in this prospectus supplement and the accompanying prospectus as an inactive
textual reference only.
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain and incorporate by reference statements
that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such
words as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "guidance," "intends,"
"may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," or other words of
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similar meaning. All statements that reflect Howmet Aerospace's expectations, assumptions or projections about
the future, other than statements of historical fact, are forward-looking statements, including, without limitation,
forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets;
statements and guidance regarding future financial results or operating performance; statements about Howmet
Aerospace's strategies, outlook, business and financial prospects; statements regarding potential share gains; and
statements about the proposed Tender Offers and Consent Solicitation. Forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are
difficult to predict. Although Howmet Aerospace believes that the expectations reflected in any forward-looking
statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained
and it is possible that actual results may differ materially from those indicated by these forward-looking statements
due to a variety of risks and uncertainties. All forward-looking statements are subject to risks and uncertainties and
are not guarantees of future performance. Such risks and uncertainties include, but are not limited to:
· the impact of the Separation (as defined herein) of Arconic Corporation from Howmet Aerospace on the
businesses of Howmet Aerospace;
?
· deterioration in global economic and financial market conditions generally, including as a result of
pandemic health issues (including coronavirus and its effects, among other things, on global supply,
demand, and distribution disruptions as the coronavirus outbreak continues and results in an increasingly
prolonged period of travel, commercial and/or other similar restrictions and limitations);
?
· unfavorable changes in the markets served by Howmet Aerospace;
?
· the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in
profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or
targeted;
?
· competition from new product offerings, disruptive technologies or other developments;
?
· political, economic, and regulatory risks relating to Howmet Aerospace's global operations, including
compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations;
?
· manufacturing difficulties or other issues that impact product performance, quality or safety;
?
· Howmet Aerospace's inability to realize expected benefits including announced targeted cost savings, in
each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures,
curtailments, expansions or joint ventures;
?

S-iii
TABLE OF CONTENTS

· the impact of potential cyber attacks and information technology or data security breaches;
?
· the loss of significant customers or adverse changes in customers' business or financial conditions;
?
· adverse changes in discount rates or investment returns on pension assets;
?
· the impact of changes in aluminum prices and foreign currency exchange rates on costs and results;
?
· the outcome of contingencies, including legal proceedings, government or regulatory investigations and
environmental remediation, which can expose Howmet Aerospace to substantial costs and liabilities; and
?
· the outcome of the Tender Offers and Consent Solicitation.
?
The above list of factors is not exhaustive or necessarily in order of importance. For additional information on
factors that may cause actual results to vary materially from those stated in forward-looking statements, see the
discussions under "Risk Factors" in this prospectus supplement and in our Annual Report on Form 10-K and other
documents incorporated by reference in this prospectus supplement and in the accompanying prospectus. Any
forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or
revise such statement, whether as a result of new information, future events or otherwise, except as required by
applicable law.
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S-iv
TABLE OF CONTENTS?

SUMMARY
The following summary highlights information contained elsewhere or incorporated by reference in this
prospectus supplement and the accompanying prospectus. It does not contain all of the information that you should
consider before investing in the Notes. For a more complete discussion of the information you should consider
before investing in the Notes, you should carefully read this entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein.
HOWMET AEROSPACE INC.
Howmet Aerospace is a leading global provider of advanced engineered solutions for the aerospace and
transportation industries. The Company's primary businesses focus on jet engine components, aerospace fastening
systems, and titanium structural parts necessary for mission-critical performance and efficiency in aerospace and
defense applications, as well as forged wheels for commercial transportation. With nearly 1,300 granted and
pending patents, the Company's differentiated technologies enable lighter, more fuel-efficient aircraft to operate
with a lower carbon footprint.
Howmet Aerospace is a Delaware corporation formerly known as Arconic Inc. and the successor to Alcoa Inc.,
a Pennsylvania corporation that was formed in 1888 and was formerly known as Aluminum Company of America.
Our principal executive offices are located at 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872
and our telephone number is (412)-553-1940. We maintain a website at www.howmet.com. Information contained
in or accessible through our website is not part of or incorporated by reference into this prospectus supplement and
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the accompanying prospectus. Our website is included in this prospectus supplement and the accompanying
prospectus as an inactive textual reference only.
RECENT DEVELOPMENTS
The Separation
On April 1, 2020, we completed the separation of our business into two independent, publicly traded
companies (the "Separation"). Following the Separation, Arconic Corporation holds the Global Rolled Products
businesses (global rolled products, aluminum extrusions and building and construction systems) previously held by
us. We retained the Engineered Products and Forgings businesses (engine products, fastening systems, engineered
structures and forged wheels).
The Separation was effected by the distribution of all of the outstanding shares of Arconic Corporation
common stock to our stockholders who held shares of our common stock as of the close of business on March 19,
2020 (the "Record Date"). Our stockholders of record as of the Record Date received one share of Arconic
Corporation common stock for every four shares of our common stock held as of the Record Date.
In connection with the Separation, a series of internal reorganization transactions were undertaken to transfer
the necessary assets and liabilities to Arconic Corporation.
Revolving Credit Agreement
On March 4, 2020, we entered into a third amendment (the "Amendment"), dated March 4, 2020, to our Five-
Year Revolving Credit Agreement, dated as of July 25, 2014 (as amended and extended by the letter agreement,
dated June 5, 2015, and as further amended pursuant to Amendment No. 1 to Credit Agreement, dated as of
September 16, 2016, and Amendment No. 2 to Credit Agreement, dated as of June 29, 2018, the "Existing
Revolving Credit Agreement" and the Existing Revolving Credit Agreement, as amended by the Amendment, the
"Revolving Credit Agreement"), by and among the Company, a syndicate of lenders and issuers named therein,
Citibank, N.A., as administrative agent for the lenders and issuers, JPMorgan Chase Bank, N.A., as syndication
agent and Goldman Sachs Bank USA, as documentation agent. The Amendment, which became effective on
April 1, 2020, was entered into (i) to permit the Separation and related distribution of shares and (ii) to amend
certain terms of the Existing Revolving Credit Agreement, including the following changes:

S-1
TABLE OF CONTENTS

· the financial covenant in the Revolving Credit Agreement requires the Company's ratio of Consolidated Net
Debt (as defined in the Revolving Credit Agreement) to Consolidated EBITDA (as defined in the
Revolving Credit Agreement) to be no greater than 3.50 to 1.00;
?
· the Total Commitment (as defined in the Revolving Credit Agreement) was automatically and permanently
reduced from $3.0 billion to $1.5 billion; and
?
· the Initial Scheduled Maturity Date (as defined in the Revolving Credit Agreement) was changed to
April 1, 2025.
?
Redemption of Existing Notes
On April 6, 2020 (the "Redemption Date"), we completed the redemption (the "Redemption") of all of our
6.150% Notes due 2020 (the "2020 Notes") and a partial redemption of the 2021 Notes (to the extent redeemed and,
together with the 2020 Notes, the "Redeemed Notes") in the aggregate principal amount of $1,000,000,000 and
$300,000,000, respectively. In accordance with the terms of the applicable Redeemed Notes and the indenture
governing the Redeemed Notes, holders of the 2020 Notes were paid $1,020.15 per $1,000.00 aggregate principal
amount of the 2020 Notes, or an aggregate of $1,020.2 million, plus accrued and unpaid interest up to, but not
including, the Redemption Date; and holders of the 2021 Notes were paid $1,050.35 per $1,000.00 aggregate
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principal amount of the 2021 Notes, or an aggregate of $315.1 million, plus accrued and unpaid interest up to, but
not including, the Redemption Date.
First Quarter 2020 Preliminary Financial Information
Our final unaudited consolidated financial statements as of and for the quarter ended March 31, 2020 are not
yet complete and are not available as of the date of this prospectus supplement. On April 14, 2020, we reported
preliminary unaudited financial information for the quarter ended March 31, 2020 for the Engineered Products and
Forgings Segment (the "EP&F Segment") of Howmet Aerospace, and the Global Rolled Products Segment (the
"GRP Segment"). As described above, upon completion of the Separation, our GRP Segment became Arconic
Corporation.
Presented below is the preliminary unaudited financial information of the EP&F Segment and GRP Segment
for the quarter ended March 31, 2020, which remains subject to the completion of management's review and other
procedures. Given the macroeconomic conditions during the quarter, the Company continues to conduct impairment
testing related to the carrying values of certain assets, including goodwill of its reporting units, and the Company
could record a non-cash impairment charge during the quarter and, as a result, report lower operating profits. The
information is preliminary, based upon information available as of April 14, 2020 and is subject to change and
finalization based on completion of all quarter end close processes.
The financial information of the EP&F Segment and GRP Segment presented below, including the preliminary
unaudited financial information, is the information of the EP&F Segment and GRP Segment as reportable segments
of Howmet Aerospace. This financial information was prepared on a different basis than, and may not be directly
comparable to, the pro forma financial information presented under "Unaudited Pro Forma Condensed Combined
Financial Information" in this prospectus supplement. The preliminary unaudited financial information for the
EP&F Segment for the quarter ended March 31, 2020 is not necessarily indicative of our future results for any
subsequent periods. You should not place undue reliance on this preliminary unaudited financial information.
The preliminary unaudited financial information below should be read in conjunction with the financial
information presented under "Unaudited Pro Forma Condensed Combined Financial Information" and
"Capitalization," included in this prospectus supplement, along with our historical consolidated financial statements
and related notes and the section entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," both of which are included in our Annual Report on Form 10 K for the fiscal year ended
December 31, 2019, which is incorporated by reference in this prospectus supplement and the accompanying
prospectus. Please also see "Special Note About Forward-Looking Statements" and "Risk Factors."

S-2
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The preliminary financial information included in this prospectus supplement has been prepared by, and is the
responsibility of, Howmet Aerospace's management. PricewaterhouseCoopers LLP has not audited, reviewed,
compiled, or applied agreed-upon procedures with respect to the preliminary financial information. Accordingly,
PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Preliminary Financial Information?--?Engineered Products and Forgings and Global Rolled Products
Segments
Our expected revenue for our EP&F Segment for the three months ended March 31, 2020 is approximately
$1.6 billion, a decrease of approximately 7% year-over-year. Our EP&F Segment's operating profit is expected to
be approximately $340 million, up approximately 9% year-over-year, driven by net cost reductions, lower raw
material costs, and price increases partially offset by volume declines. Our EP&F Segment's operating profit margin
is expected to increase approximately 300 basis points year-over-year to approximately 20.8%.
Our expected revenue for our GRP Segment for the three months ended March 31, 2020 is approximately $1.6
billion, a decrease of approximately 12% year-over-year. Our GRP Segment's operating profit is expected to be
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approximately $170 million, up approximately 26% year-over-year, driven by net cost reductions and favorable
aluminum price partially offset by volume declines. Our GRP Segment's operating profit margin is expected to
increase approximately 310 basis points year-over-year to approximately 10.7%. As a result of the Separation, the
GRP Segment is now a part of Arconic Corporation and no longer a part of Howmet Aerospace.
Estimated
For the Three
For the Three
Months Ended
Months Ended
Engineered Products and Forgings (in millions)
? ? March 31, 2019 ? ? March 31, 2020 ?
Third-party sales
? ?
?$1,756
?? ?
?$~1,640
??
Segment operating profit
? ?
?$ 313
?? ?
?$ ~340
??
Segment operating profit margin
? ?
?? 17.8% ?? ?
?? ~20.8%??
Estimated
For the Three
For the Three
Months Ended
Months Ended
Global Rolled Products (in millions)
? ? March 31, 2019 ? ? March 31, 2020 ?
Third-party sales
? ?
?$1,784
?? ?
?$~1,580
??
Intersegment sales
? ?
?$
52
?? ?
?$
~35
??
Segment operating profit
? ?
?$ 135
?? ?
?$ ~170
??
Segment operating profit margin
? ?
??
7.6% ?? ? ?? ~10.7%??
Third-party aluminum shipments (kmt)
? ?
?? 331
?? ?
?? ~312
??
Estimated
For the Three
For the Three
Reconciliation of Total Segment Operating Profit to Consolidated Operating Income
Months Ended
Months Ended
(in millions)
?? March 31, 2019 ?? March 31, 2020 ?
Total segment operating profit
??
?$448
???
?$~510
??
Unallocated amounts:
??
??
?
???
??
?
??
Restructuring and other charges
??
?? (12)
???
?? ~(20)
??
Corporate expense
??
?? (62)
???
?? ~(90)
??
Consolidated operating income
??
?$374
???
?$~400
??
COVID-19
Howmet Aerospace derives a significant portion of its revenue from products sold to the aerospace end-
market, including 71% of our EP&F Segment. As a result of COVID-19 and its impact on the aerospace industry
to-date, the possibility exists that there could be a sustained impact to our operations and our financial results. As
previously disclosed, certain original equipment manufacturer ("OEM") customers have suspended manufacturing
operations in North America and Europe on a temporary basis. These suspensions, the duration of which is
uncertain, are impacting operations at certain of our facilities resulting in the temporary closure of a small number
of manufacturing facilities. As a result, the Company is taking

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a series of actions to address the financial impact, including announcing certain headcount reductions and reducing
certain cash outflows, suspending our dividend and reducing the levels of our capital expenditures to preserve cash
and maintain liquidity.
Although the Company is currently unable to reasonably estimate the impact of COVID-19 on its 2020
outlook, we expect this situation to have an adverse impact on our 2020 financial performance and have withdrawn
the 2020 guidance and assumptions that we provided in February 2020. For additional information regarding the
risks of COVID-19 on our business, see the section entitled "Risk Factors?--?Risks Related to Our Business?--?
Our business, results of operations, financial condition and/or cash flows could be materially adversely affected by
the effects of widespread public health epidemics/pandemics, including COVID-19, that are beyond our control."
Concurrent Debt Tender Offers and Consent Solicitation
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Concurrently with this offering, we are conducting Tender Offers for (i) our outstanding 2021 Notes with an
aggregate purchase price of up to $785 million and (ii) our outstanding 2022 Notes with an aggregate purchase
price of up to $210 million. As part of the Tender Offer in respect of the 2021 Notes, we are soliciting consents
from holders of the 2021 Notes to amend certain provisions of the indenture governing the 2021 Notes. The Tender
Offer in respect of the 2022 Notes does not include any consent solicitation.The maximum amounts reflected above
(the "Tender Caps") represent the maximum aggregate purchase price of the Tender Notes of each series to be
accepted for purchase by us, exclusive of accrued and unpaid interest on the Tender Notes from the last interest
payment date with respect to the Tender Notes to, but not including, the applicable settlement date. We reserve the
right, subject to applicable law, but are under no obligation, to increase, decrease or eliminate the Tender Caps in
our sole discretion and at any time, without extending the Early Tender Deadline (as defined below) or the
withdrawal deadline for the Tender Offers or otherwise reinstating withdrawal or revocation rights of holders of the
Tender Notes. The Tender Offers and Consent Solicitation are being made on the terms and subject to the
conditions described in the Offer to Purchase and Consent Solicitation Statement.
Holders who tender and do not validly withdraw Tender Notes at or prior to 5:00 p.m., New York City time,
on May 5, 2020 (the "Early Tender Deadline"), unless extended by us in our sole discretion, are eligible to receive
the total consideration for such tendered Tender Notes, as described in the Offer to Purchase and Consent
Solicitation Statement. Holders who tender and do not validly withdraw Tender Notes after the Early Tender
Deadline but at or prior to 12:01 a.m., New York City time, on May 20, 2020, unless extended by us in our sole
discretion, are eligible to receive the tender consideration for such tendered Tender Notes, as described in the Offer
to Purchase and Consent Solicitation Statement.
The Tender Offers and Consent Solicitation will expire at 12:01 a.m., New York City time, on May 20, 2020,
unless extended, earlier expired or terminated by us in our sole discretion subject to applicable law. If we choose to
exercise our option to have an early settlement date, we expect the early settlement date for the Tender Offers to
occur on May 7, 2020.
As of the date of this prospectus supplement, $950 million aggregate principal amount of the 2021 Notes and
approximately $627 million aggregate principal amount of the 2022 Notes were outstanding. We intend to use the
net proceeds from the sale of the Notes offered hereby as further described under "Use of Proceeds," to purchase
the Tender Notes tendered pursuant to the Offer to Purchase and Consent Solicitation Statement and to pay related
transaction fees, including applicable premiums and expenses, with the remaining net proceeds being used for
general corporate purposes, which may include the repayment and/or repurchase of certain of our outstanding
indebtedness as may be determined by our management.
This offering is not conditioned upon completion of the Tender Offers and Consent Solicitation. The Tender
Offers are subject to a number of conditions (including a financing condition) that may be waived or changed. If
completed, this offering of Notes would satisfy the financing condition for the Tender Offers. The Tender Offers
and Consent Solicitation are being made solely pursuant to, and are governed by, the Offer to Purchase and Consent
Solicitation Statement. This prospectus supplement and the accompanying prospectus are not an offer to purchase
the Tender Notes. We cannot assure you that the Tender Offers and Consent Solicitation will be consummated in
accordance with their respective terms, or at all, or that a significant principal amount of the Tender Notes will be
tendered and purchased in the Tender Offers and Consent Solicitation.

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THE OFFERING
The summary below describes the principal terms of the Notes. For a more complete description of the Notes
offered hereby, see "Description of the Notes" in this prospectus supplement and "Description of Senior Debt
Securities" in the accompanying prospectus.
?Issuer
? ? Howmet Aerospace Inc.
?
?
? ?
?
Notes Offered
$1,200,000,000 aggregate principal amount of 6.875% Notes due 2025.
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