On May 14, 2019, the Board of Directors (the “Board”)
of Arconic Inc. (the “Company” or “Arconic”) authorized an additional share repurchase program of up to
$500 million of its outstanding common stock (the “May 2019 Share Repurchase Program”). The Board had previously authorized
share repurchase programs in the aggregate of $1 billion, of which $100 million authorization remains available for repurchases
through the end of 2020 (the “Prior Remaining Authorization”). Arconic completed a $700 million accelerated share repurchase
(“ASR”) of approximately 36.4 million shares of its common stock in April 2019. Additionally, the Company entered into
an ASR agreement on May 2, 2019 to repurchase another $200 million of its common stock and received an initial delivery of approximately
7.5 million shares; the
agreement is expected to be completed during the first half
of 2019.
As of the date of this report, the Company has a total of $600
million repurchase authorization remaining pursuant to the May 2019 Share Repurchase Program and the Prior Remaining Authorization.
The Company currently has approximately 441 million shares of common stock outstanding.
Under its share repurchase programs, the Company may repurchase
shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate. Repurchases will be 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 programs may be suspended, modified or terminated at any
time without prior notice.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate
to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,”
“intends,” “may,” “outlook,” “plans,” “projects,” “seeks,”
“sees,” “should,” “targets,” “will,” “would,” or other words of similar
meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements
of historical fact, are forward-looking statements, including, without limitation, expectations relating to share repurchases,
which may be subject to market conditions, legal requirements and other considerations. These statements reflect beliefs and assumptions
that are based on Arconic’s perception of historical trends, current conditions and expected future developments, as well
as other factors Arconic 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) uncertainties regarding the planned separation, including whether it will be completed pursuant to the targeted
timing, asset perimeters, and other anticipated terms, if at all; (b) the impact of the separation on the businesses of Arconic;
(c) the risk that the businesses will not be separated successfully or such separation may be more difficult, time-consuming or
costly than expected, which could result in additional demands on Arconic’s resources, systems, procedures and controls,
disruption of its ongoing business, and diversion of management’s attention from other business concerns; (d) deterioration
in global economic and financial market conditions generally; (e) unfavorable changes in the markets served by Arconic; (f) 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; (g) competition from new product offerings,
disruptive technologies or other developments; (h) political, economic, and regulatory risks relating to Arconic’s global
operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (i) manufacturing
difficulties or other issues that impact product performance, quality or safety; (j) Arconic’s inability to realize expected
benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments,
expansions, or joint ventures; (k) the impact of potential cyber attacks and information technology or data security breaches;
(l) the loss of significant customers or adverse changes in customers’ business or financial conditions; (m) changes in discount
rates or investment returns on pension assets; (n) the impact of changes in aluminum prices and foreign currency exchange rates
on costs and results; (o) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and
environmental remediation, which can expose Arconic to substantial costs and liabilities; and (p) the other risk factors summarized
in Arconic’s Form 10-K for the year ended December 31, 2018 and other reports filed with the U.S. Securities and Exchange
Commission. The statements in this report are made as of the date of this report, even if subsequently made available by Arconic
on its website or otherwise. Arconic 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.