Form 8-K

8-K — Howmet Aerospace Inc.

Accession: 0001104659-26-091610

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000004281

SIC: 3350 (ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622325d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622325d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622325d1_8k.htm · Sequence: 1

false

0000004281

2026-08-06

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2026 (August 6, 2026)

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in

its charter)

Delaware

1-3610

25-0317820

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

201 Isabella Street, Suite 200

Pittsburgh, Pennsylvania

15212-5872

(Address of Principal

Executive Offices)

(Zip Code)

Office of Investor

Relations (412) 553-1950

Office of the

Secretary (412) 553-1940

(Registrant’s telephone numbers, including

area code)

(Former Name or

Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $1.00 per share

HWM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2026, Howmet Aerospace Inc. issued

a press release announcing its financial results for the second quarter of 2026. A copy of the press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference.

In accordance with General

Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed

to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other

document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Howmet Aerospace Inc. press release dated August 6, 2026.

104 The cover page of this Current Report on Form 8-K, formatted

in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOWMET AEROSPACE INC.

Dated:

August 6, 2026

By:

/s/ Jonathan

A. Arena

Name:

Jonathan A. Arena

Title:

Executive Vice President, Chief Legal and Compliance Officer

and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622325d1_ex99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Investor

Contact

Media

Contact

Paul

T. Luther

Rob

Morrison

(412)

553-1950

(412)

553-2666

Paul.Luther@howmet.com

Rob.Morrison@howmet.com

Howmet

Aerospace Reports Second Quarter 2026 Results

Revenue

up 24% Year over Year, Organic Growth 21%; GAAP EPS $1.33, Adjusted EPS $1.33

Strong

Second Quarter Cash Generation; $300 Million Deployed for Common Stock Repurchases

Full

Year 2026 Guidance Increased

Summary

Financial Results

Second

Quarter

Six Months

Dollars in Millions; Per share amounts in dollars,

diluted

2026

2025

Change

2026

2025

Change

Revenue

$ 2,547

$ 2,053

24 %

$ 4,860

$ 3,995

22 %

GAAP Metrics

Operating Income

$ 711

$ 521

36 %

$ 1,464

$ 1,015

44 %

Operating Income Margin

27.9 %

25.4 %

250 bps

30.1 %

25.4 %

470 bps

Earnings per Share (EPS)

$ 1.33

$ 1.00

33 %

$ 2.77

$ 1.84

51 %

Cash from Operations

$ 583

$ 446

31 %

$ 1,036

$ 699

48 %

Non-GAAP

Metrics1

Adjusted EBITDA

$ 817

$ 589

39 %

$ 1,557

$ 1,149

36 %

Adjusted EBITDA Margin

32.1 %

28.7 %

340 bps

32.0 %

28.8 %

320 bps

Adjusted Operating Income

$ 733

$ 520

41 %

$ 1,399

$ 1,011

38 %

Adjusted Operating Income Margin

28.8 %

25.3 %

350 bps

28.8 %

25.3 %

350 bps

Adjusted Earnings per Share (EPS)

$ 1.33

$ 0.91

46 %

$ 2.56

$ 1.77

45 %

Free Cash Flow

$ 479

$ 344

39 %

$ 838

$ 478

75 %

For more information, see “Non-GAAP Financial Measures” and the schedules to this release.

Key

Activity

· Completed

acquisition of CAM on April 6, 2026 for approximately $1.8 billion

· Paid

down the Company's $186 million Japanese Yen-denominated term loan facility and entered into

a separate $300 million cross-currency swap, reducing annualized interest expense by $12

million

· Increased

the third quarter common stock dividend by 17% to $0.14

per share

PITTSBURGH,

PA, August 6, 2026 – Howmet Aerospace (NYSE: HWM) announced results today for the second quarter 2026.

Howmet

Aerospace Executive Chairman and Chief Executive Officer John Plant said, “The Howmet team delivered a strong set of results, with

revenue, adjusted EBITDA, adjusted EBITDA margin, and adjusted earnings per share all exceeding the high end of guidance. Revenue growth

was healthy at 24% year over year and 21% excluding the net impact of the three asset transactions completed this year. Adjusted EBITDA

margin expanded 340 basis points year over year to 32.1%, including the absorption of the CAM fastener acquisition in April. Free cash

flow performance was excellent at $479 million after $104 million in capital expenditures, supporting the future growth rate of the Company.

The free cash flow also enabled $800 million in common stock repurchases year to date through July, an amount already greater than total

repurchases in 2025.”

Mr.

Plant continued, “Looking ahead, Howmet is well positioned, with all our major markets in growth mode. More robust build rates

for commercial aircraft are supported by record backlogs, while engine spares needs continue to increase. Defense markets remain healthy,

and the focus for missiles, drones and collaborative combat aircraft continues with growth expected over the medium term. Demand in the

gas turbines market is extraordinary with customers already revisiting and adding to their demand

outlooks. The commercial transportation market has begun to recover, as anticipated.”

"Our

capital expenditure requirements continue to increase, and we already see the need to increase this further in 2027 to support future

organic growth expectations in both the aerospace and gas turbines markets. We closed the CAM acquisition in April, and the integration

is on track. Continued healthy cash generation will allow us to achieve pre-CAM leverage levels in short order, with the Company well

positioned to consider all paths of capital deployment optionality going forward."

2026

Guidance

Q3 2026

Guidance

FY 2026

Guidance

Dollars in Millions; Per share amounts in dollars,

diluted

Low

Baseline

High

Low

Baseline

High

Revenue

$ 2,565

$ 2,575

$ 2,585

$ 10,000

$ 10,050

$ 10,100

Baseline

+$400

Change

Adj.

EBITDA1

$ 825

$ 830

$ 835

$ 3,210

$ 3,230

$ 3,250

Adj.

EBITDA Margin1

32.2 %

32.3 %

32.1 %

32.2 %

Baseline

+$170

Change

40 bps

Adj.

Earnings per Share1

$ 1.34

$ 1.35

$ 1.36

$ 5.23

$ 5.27

$ 5.31

Baseline

+$0.33

Change

Free

Cash Flow1

$ 1,850

$ 1,900

$ 1,950

Baseline

+$150

Change

Reconciliations of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as

the directly comparable GAAP measures, are not available without unreasonable efforts due to the variability and complexity of the charges

and other components excluded from the non-GAAP measures, such as gains or losses on sales of assets, taxes, and any future restructuring

or impairment charges. In addition, there is inherent variability already included in the GAAP measures, including, but not limited to,

price/mix and volume. Howmet Aerospace believes such reconciliations would imply a degree of precision that would be confusing or misleading

to investors.

Consolidated

Results

Howmet

Aerospace reported second quarter 2026 revenue of $2.55 billion, up 24% year over year with organic

growth of 21%, and Adjusted EPS of $1.33, up 46% year over year. Revenue was driven by 28% growth in the commercial aerospace

market, 11% growth in the defense aerospace market and 38% growth in the gas turbines market.

The

Company reported adjusted EBITDA of $817 million, up 39% year over year. The year-over-year increase was driven

by strong growth in the commercial aerospace, defense aerospace, and gas turbines markets. Adjusted EBITDA margin was up approximately

340 basis points year over year at 32.1%.

Segment

Results

Engine

Products

Second

Quarter

Dollars in Millions

2026

2025

Change

Third-party sales

$ 1,373

$ 1,038

32 %

Segment adjusted EBITDA

$ 517

$ 343

51 %

Segment adjusted EBITDA margin

37.7 %

33.0 %

470

bps

Provision for depreciation and amortization

$ 42

$ 35

Engine

Products reported second quarter 2026 revenue of $1.37 billion, an increase of 32% year

over year, driven by growth in the commercial aerospace, defense aerospace, and gas turbines markets.

Segment Adjusted EBITDA was $517 million, up 51% year over year, driven by growth in the commercial aerospace, defense aerospace, and

gas turbines markets. The Segment absorbed approximately 485 net headcount in the quarter in support of expected revenue increases.

Segment Adjusted EBITDA margin increased approximately 470 basis points year over year to 37.7%.

Fastening

Systems

Second

Quarter

Dollars in Millions

2026

2025

Change

Third-party sales

$ 589

$ 431

37 %

Segment adjusted EBITDA

$ 177

$ 126

40 %

Segment adjusted EBITDA margin

30.1 %

29.2 %

bps

Provision for depreciation and amortization

$ 20

$ 12

Fastening

Systems reported revenue of $589 million, an increase

of 37% year over year, driven by growth in the commercial aerospace and defense aerospace markets. Revenue includes the impacts from

the CAM and Brunner acquisitions. Segment Adjusted EBITDA was $177 million, up 40% year

over year, driven by growth in the commercial aerospace and defense aerospace markets and including contributions from the acquisitions.

Segment Adjusted EBITDA margin increased approximately 90 basis points year over year to 30.1%.

Engineered

Structures

Second

Quarter

Dollars in Millions

2026

2025

Change

Third-party sales

$ 269

$ 308

(13 )%

Segment adjusted EBITDA

$ 64

$ 68

(6 )%

Segment adjusted EBITDA margin

23.8 %

22.1 %

170

bps

Provision for depreciation and amortization

$ 11

$ 10

Engineered

Structures reported revenue of $269 million, a decrease of 13% year over year, driven by the divestiture

of the Savannah disk forging facility and product rationalization. Segment Adjusted EBITDA was $64 million, a decrease of 6% year

over year on the exit of lower-margin business including the divestiture. Segment Adjusted

EBITDA margin increased approximately 170 basis points year over year to 23.8%.

Forged

Wheels

Second

Quarter

Dollars in Millions

2026

2025

Change

Third-party sales

$ 316

$ 276

14 %

Segment adjusted EBITDA

$ 88

$ 76

16 %

Segment adjusted EBITDA margin

27.8 %

27.5 %

30 bps

Provision for depreciation and amortization

$ 10

Forged

Wheels reported revenue of $316 million, an increase of 14% year over year, with 8% lower volumes in the commercial transportation

market more than offset by an increase in aluminum and other inflationary cost pass through. Volumes increased 7% sequentially from the

first quarter 2026, reflecting the beginning of the recovery of the North American commercial transportation market. Segment Adjusted

EBITDA was $88 million and increased 16% year over year, driven by cost reductions, including lower net headcount, in response to lower

volumes. Segment Adjusted EBITDA margin increased approximately 30 basis points year over year to 27.8% despite the impact of higher

aluminum cost pass through.

Completed

Acquisition of CAM for Approximately $1.8 Billion

April 6, 2026, the Company completed the acquisition of Consolidated Aerospace Manufacturing, LLC (CAM) for approximately $1.8 billion

from Stanley Black & Decker, Inc. CAM is a leading global designer and manufacturer of precision fasteners, fluid fittings, and other

complex, highly engineered products for demanding aerospace and defense applications.

Debt

Actions in Second Quarter Reduce Annualized Interest Expense by Approximately $12 Million

May 22, 2026, the Company repaid the outstanding principal amount of its Japanese Yen-denominated, senior unsecured term loan facility

for approximately $186 million with cash on hand. The Company also entered into a cross-currency swap to synthetically convert the outstanding

$300 million aggregate principal amount of its 6.75% Bonds due 2028 into a Japanese Yen liability for a fixed interest rate of approximately

3.88%. The combined effect of these debt actions will reduce annualized interest expense by $12 million.

Repurchased

$300 Million of Common Stock in Second Quarter 2026; $200 Million in July 2026

the second quarter 2026, Howmet Aerospace repurchased $300 million of common stock at an average price of $250.61 per share, retiring

approximately 1.2 million shares. In July 2026, the Company repurchased an additional $200 million

of common stock at an average price of $276.61 per share, retiring approximately 0.7 million shares. Year to date through July, the Company

has repurchased $800 million of shares at an average price of $248.29 per share, exceeding the $700 million of shares repurchased in

all of 2025. As of August 6, 2026, total share repurchase authorization available was $697

million.

Quarterly

Common Stock Dividend Increases 17% to $0.14 Per Share in Third Quarter 2026

July 27, 2026, the Board of Directors declared a dividend of

$0.14 per share on its common stock to be paid on August 25, 2026 to holders of record

as of the close of business on August 7, 2026. The quarterly dividend represents a

17% increase from the second quarter 2026 dividend of $0.12 per share.

Howmet

Aerospace will hold its quarterly conference call at 10:00 AM Eastern Time on Thursday, August 6, 2026. The call will be webcast via

www.howmet.com. The press release and presentation materials will be available at approximately 7:00 AM ET on August 6, via the “Investors”

section of the Howmet Aerospace website.

About

Howmet Aerospace

Howmet

Aerospace Inc., headquartered in Pittsburgh, Pennsylvania, is a leading global provider of advanced engineered solutions for the aerospace,

gas turbine, and transportation industries. The Company’s primary businesses focus on engine components, fastening systems, and

airframe structural components necessary for mission-critical performance and efficiency, including in aerospace, defense, and gas turbine

applications, as well as forged aluminum wheels for commercial transportation. With approximately 1,200 granted and pending patents,

the Company’s differentiated technologies enable lighter, more fuel-efficient aircraft and commercial trucks to operate with a

lower carbon footprint. For more information, visit www.howmet.com.

Dissemination

of Company Information

Howmet

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

Forward-Looking

Statements

This

release 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," “envisions,” "estimates," "expects," "forecasts,"

"goal," "guidance," "intends," "may," "outlook," "plans," “poised,”

"projects," "seeks," "sees," "should," "targets," "will," "would,"

or other words of 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, statements, forecasts

and outlook relating to the condition of markets; future financial results or operating performance; future strategic actions; Howmet

Aerospace's strategies, outlook, and business and financial prospects; any future dividends, debt issuances, debt reduction and repurchases

of its common stock; and statements regarding any acquisitions, including expected benefits. These statements reflect beliefs and assumptions

that are based on Howmet Aerospace’s perception of historical trends, current conditions and expected future developments, as well

as other factors Howmet Aerospace believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future

performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause actual

results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to:

(a) deterioration in global economic and financial market conditions generally, or unfavorable changes in the markets served by Howmet

Aerospace, including due to escalating tariff and other trade policies and energy costs, and the resulting impacts on Howmet Aerospace’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 anticipated or targeted financial

performance, operations or competitiveness, or realization of expected benefits from acquisitions, including the effective integration

of acquired businesses; (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 Aerospace’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 Aerospace’s

Form 10-K for the year ended December 31, 2025 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 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. 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 any 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 release are made as of the date of this release, even if subsequently made available by Howmet

Aerospace on its website or otherwise. Howmet Aerospace disclaims any intention or obligation to update publicly any forward-looking

statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

Non-GAAP

Financial Measures

Some

of the information included in this release is derived from Howmet Aerospace’s consolidated financial information but is not presented

in Howmet Aerospace’s financial statements prepared in accordance with accounting principles generally accepted in the United States

of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial

measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most

directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found

in the schedules to this release.

Adjusted

EBITDA is defined as Operating Income excluding Restructuring and other (credits) charges, Special Items and provision for depreciation

and amortization.

Other

Information

this press release, the acronym “FY” means “full year”; “Q” means “quarter”; “YoY”

means year over year; “Adj.” means adjusted; Howmet, Howmet Aerospace, or the Company means Howmet Aerospace Inc.; "organic

growth" refers to the Company's revenue growth excluding the impact of acquisitions and divestitures; and references to performance

by Howmet Aerospace or its segments as “record” mean its best result since April 1, 2020 when Howmet Aerospace Inc. (previously

named Arconic Inc.) separated from Arconic Corporation.

Howmet

Aerospace Inc. and subsidiaries

Statement

of Consolidated Operations (unaudited)

(in

U.S. dollar millions, except per-share and share amounts)

Quarter

ended

June 30,

2026

March 31,

2026

June 30,

2025

Sales

$ 2,547

$ 2,313

$ 2,053

Cost of goods sold (exclusive of expenses below)

1,596

1,459

1,365

Selling, general administrative, and other expenses

148

111

Research and development expenses

Provision for depreciation and amortization

Restructuring and other credits

—

(93 )

—

Operating income

711

753

521

Interest expense, net

Other expense, net

Income before income taxes

649

708

469

Provision for income taxes

115

128

Net income

$ 534

$ 580

$ 407

Amounts Attributable to Howmet Aerospace Common Shareholders:

Earnings

per share - basic(1):

Net income per share

$ 1.33

$ 1.45

$ 1.01

Average

number of shares(2)(3)

400

401

404

Earnings

per share - diluted(1):

Net income per share

$ 1.33

$ 1.44

$ 1.00

Average

number of shares(2)(3)

402

403

406

Common stock outstanding at the end

of the period

400

401

404

(1) In

order to calculate both basic and diluted earnings per share through December 31, 2025, preferred

stock dividends declared of less than $1 for the quarters presented need to be subtracted

from Net income.

(2) For

the quarters presented, the difference between the diluted average number of shares and the

basic average number of shares relates to share equivalents associated with outstanding restricted

stock unit awards and employee stock options.

(3) As

average shares outstanding are used in the calculation of both basic and diluted earnings

per share, the full impact of share repurchases is not fully realized in earnings per share

("EPS") in the period of repurchase since share repurchases may occur at varying

points during a period.

Howmet

Aerospace Inc. and subsidiaries

Consolidated

Balance Sheet (unaudited)

(in

U.S. dollar millions)

June

30, 2026

December

31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 563

$ 742

Receivables from customers, less allowances

of $— in both 2026 and 2025

1,040

779

Inventories

2,183

1,849

Prepaid expenses

and other current assets

407

409

Total current assets

4,193

3,779

Properties, plants, and equipment, net

2,817

2,593

Goodwill

5,084

4,022

Deferred income taxes

Intangibles, net

869

457

Other noncurrent assets

240

288

Total assets

$ 13,251

$ 11,179

Liabilities

Current liabilities:

Accounts payable, trade

$ 1,149

$ 845

Accrued compensation and retirement

costs

304

343

Taxes, including income taxes

Accrued interest payable

Deferred revenue

119

147

Other current liabilities

134

121

Long-term debt due within one year

191

Short-term borrowings

450

—

Total current liabilities

2,306

1,771

Long-term debt, less amount due within one year

4,050

2,859

Accrued pension benefits

511

546

Accrued other postretirement benefits

Other noncurrent liabilities and deferred

credits

618

612

Total liabilities

7,519

5,826

Equity

Howmet Aerospace shareholders’ equity:

Common stock

400

402

Additional capital

1,919

2,531

Retained earnings

5,110

4,093

Accumulated other

comprehensive loss

(1,697 )

(1,673 )

Total equity

5,732

5,353

Total liabilities

and equity

$ 13,251

$ 11,179

Howmet

Aerospace Inc. and subsidiaries

Statement

of Consolidated Cash Flows (unaudited)

(in

U.S. dollar millions)

Six months ended

June 30,

2026

2025

Operating activities

Net income

$ 1,114

$ 751

Adjustments to reconcile net income

to cash provided from operations:

Depreciation and amortization

158

138

Deferred income taxes

Restructuring and other credits

(93 )

(4 )

Net realized and unrealized losses

Net periodic pension cost

Stock-based compensation

Other

Changes in assets

and liabilities, excluding effects of acquisitions, divestitures, and foreign currency translation adjustments:

Increase in receivables

(196 )

(170 )

Increase in inventories

(165 )

(81 )

(Increase) decrease in prepaid expenses

and other current assets

(53 )

Increase in accounts payable, trade

279

Decrease in accrued expenses

(59 )

(47 )

Decrease in taxes, including income

taxes

(27 )

(20 )

Pension contributions

(21 )

(15 )

Increase in noncurrent assets

(7 )

(2 )

Increase (decrease) in noncurrent liabilities

(16 )

Cash provided

from operations

1,036

699

Financing Activities

Net change in commercial paper

450

—

Additions to debt

1,200

—

Repurchases and payments on debt

(186 )

(77 )

Debt issuance costs

(12 )

—

Repurchases of common stock

(600 )

(300 )

Dividends paid to shareholders

(97 )

(83 )

Taxes paid for net share settlement

of equity awards

(65 )

(44 )

Other

(5 )

(2 )

Cash provided

from (used for) financing activities

685

(506 )

Investing Activities

Capital expenditures

(198 )

(221 )

Acquisitions, net of cash acquired

(1,929 )

—

Proceeds from the sale of assets and

businesses

225

Other

Cash used

for investing activities

(1,900 )

(212 )

Effect of exchange rate changes

on cash, cash equivalents and restricted cash

—

Net change in cash, cash equivalents

and restricted cash

(179 )

(19 )

Cash, cash equivalents

and restricted cash at beginning of period

743

565

Cash, cash

equivalents and restricted cash at end of period

$ 564

$ 546

Howmet

Aerospace Inc. and subsidiaries

Segment

Information (unaudited)

(in

U.S. dollar millions)

1Q25

2Q25

3Q25

4Q25

2025

1Q26

2Q26

Engine Products

Third-party sales

$ 974

$ 1,038

$ 1,087

$ 1,143

$ 4,242

$ 1,253

$ 1,373

Inter-segment sales

$ 2

$ 3

$ 2

$ 1

$ 8

$ 2

$ 3

Provision for depreciation and amortization

$ 33

$ 35

$ 37

$ 39

$ 144

$ 38

$ 42

Segment Adjusted EBITDA

$ 318

$ 343

$ 362

$ 393

$ 1,416

$ 458

$ 517

Segment Adjusted EBITDA Margin

32.6 %

33.0 %

33.3 %

34.4 %

33.4 %

36.6 %

37.7 %

Restructuring and other charges

$ —

$ 88

$ —

Capital expenditures

$ 85

$ 74

$ 73

$ 84

$ 316

$ 59

$ 77

Fastening Systems

Third-party sales

$ 412

$ 431

$ 448

$ 454

$ 1,745

$ 471

$ 589

Inter-segment sales

$ —

$ 1

$ —

Provision for depreciation and amortization

$ 12

$ 48

$ 13

$ 20

Segment Adjusted EBITDA

$ 127

$ 126

$ 138

$ 139

$ 530

$ 150

$ 177

Segment Adjusted EBITDA Margin

30.8 %

29.2 %

30.8 %

30.6 %

30.4 %

31.8 %

30.1 %

Restructuring and other charges (credits)

$ —

$ 1

$ —

$ (1 )

$ —

Capital expenditures

$ 10

$ 9

$ 13

$ 20

$ 52

$ 17

$ 11

Engineered Structures

Third-party sales

$ 304

$ 308

$ 307

$ 1,226

$ 294

$ 269

Inter-segment sales

$ 7

$ 8

$ 7

$ 4

$ 26

$ 8

Provision for depreciation and amortization

$ 13

$ 10

$ 43

$ 10

$ 11

Segment Adjusted EBITDA

$ 67

$ 68

$ 64

$ 66

$ 265

$ 66

$ 64

Segment Adjusted EBITDA Margin

22.0 %

22.1 %

20.8 %

21.5 %

21.6 %

22.4 %

23.8 %

Restructuring and other credits

$ (4 )

$ —

$ (4 )

$ (93 )

$ —

Capital expenditures

$ 6

$ 7

$ 10

$ 13

$ 36

$ 12

$ 8

Forged Wheels

Third-party sales

$ 252

$ 276

$ 247

$ 264

$ 1,039

$ 295

$ 316

Provision for depreciation and amortization

$ 10

$ 11

$ 42

$ 11

$ 10

Segment Adjusted EBITDA

$ 68

$ 76

$ 73

$ 79

$ 296

$ 90

$ 88

Segment Adjusted EBITDA Margin

27.0 %

27.5 %

29.6 %

29.9 %

28.5 %

30.5 %

27.8 %

Restructuring and other credits

$ —

$ (1 )

$ —

$ (1 )

$ —

Capital expenditures

$ 15

$ 8

$ 9

$ 4

$ 36

$ 3

$ 4

Differences

between the total segment and consolidated totals are in Corporate.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited)

(in

U.S. dollar millions)

Reconciliation

of Total Segment Adjusted EBITDA to Consolidated Operating income

1Q25

2Q25

3Q25

4Q25

2025

1Q26

2Q26

Operating income

$ 494

$ 521

$ 542

$ 489

$ 2,046

$ 753

$ 711

Segment provision for depreciation and amortization

277

Unallocated amounts:

Restructuring and other (credits) charges

(4 )

—

(93 )

—

Corporate

expense(1)

100

Total Segment Adjusted EBITDA

$ 580

$ 613

$ 637

$ 677

$ 2,507

$ 764

$ 846

Total

Segment Adjusted EBITDA is a non-GAAP financial measure. Management

believes that this measure is meaningful to investors because Total Segment Adjusted EBITDA provides additional information with respect

to the Company's operating performance and the Company’s ability to meet its financial obligations. The Total Segment Adjusted

EBITDA presented may not be comparable to similarly titled measures of other companies. Howmet’s definition of Total Segment Adjusted

EBITDA is defined as Operating Income excluding Restructuring and other (credits) charges and Special items and Provision for depreciation

and amortization. Special items, including Restructuring and other (credits) charges, are excluded from Adjusted EBITDA.

(1)

Pre-tax special items included in Corporate expense

1Q25

2Q25

3Q25

4Q25

2025

1Q26

2Q26

Acquisition

and acquisition-related costs(2)

$ —

$ 2

$ 6

$ 22

Costs (benefits) associated with closures,

supply chain disruptions, and other items

(1 )

—

Total Pre-tax special items included

in Corporate expense

$ 1

$ (1 )

$ —

$ 3

$ 6

$ 22

(2) Interest

expense of $1 related to the CAM acquisition financing in 1Q26.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited), continued

(in

U.S. dollars millions)

Reconciliation

of Free cash flow

Quarter

ended

Six

months ended

1Q26

2Q26

Cash provided from operations

$ 453

$ 583

$ 1,036

Capital expenditures

(94 )

(104 )

(198 )

Free cash flow

$ 359

$ 479

$ 838

Cash provided from (used for) financing activities

$ 1,226

(541 )

685

Cash provided from (used for) investing activities

$ 14

(1,914 )

(1,900 )

The

Accounts Receivable Securitization program remains unchanged at $250 outstanding.

Free

cash flow is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews

cash flows generated from operations after taking into consideration capital expenditures (due to the fact that these expenditures are

considered necessary to maintain and expand the Company's asset base and are expected to generate future cash flows from operations).

It is important to note that Free cash flow does not represent the residual cash flow available for discretionary expenditures since

other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited), continued

(in

U.S. dollar millions, except per-share and share amounts)

Reconciliation

of Adjusted Net income

Quarter

ended

Six months

ended

2Q25

1Q26

2Q26

June 30,

2025

June 30,

2026

Net income

$ 407

$ 580

$ 534

$ 751

$ 1,114

Diluted earnings per share ("EPS")

$ 1.00

$ 1.44

$ 1.33

$ 1.84

$ 2.77

Average number of diluted shares

406

403

402

407

402

Special items:

Restructuring

and other credits(1)

—

(93 )

—

(4 )

(93 )

Acquisition

and acquisition-related costs(2)

—

Benefits

associated with closures, supply chain disruptions, and other items

(1 )

—

Subtotal: Pre-tax special items

(1 )

(86 )

(4 )

(64 )

Tax

impact of Pre-tax special items(3)

—

(4 )

Subtotal

(1 )

(56 )

(3 )

(38 )

Discrete

and other tax special items(4)

(35 )

(30 )

(18 )

(26 )

(48 )

Total: After-tax special items

(36 )

(86 )

—

(29 )

(86 )

Adjusted Net income

$ 371

$ 494

$ 534

$ 722

$ 1,028

Adjusted EPS

$ 0.91

$ 1.22

$ 1.33

$ 1.77

$ 2.56

Adjusted

Net income and Adjusted EPS are non-GAAP financial measures. Management believes that these measures are meaningful to investors because

management reviews the operating results of the Company excluding the impacts of Restructuring and other credits, Discrete tax items,

and Other special items (collectively, “Special items”). There can be no assurances that additional Special items will not

occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both Net income and

Diluted EPS determined under GAAP as well as Adjusted Net income and Adjusted EPS.

(1) Restructuring

and other credits for the quarter ended 1Q26 and the six months ended June 30, 2026 included

a gain on the sale of the Company's disk forging facility in Savannah, GA within Engineered

Structures.

(2) Includes

legal and advisory costs, amortization expense of inventory step-up recorded in accordance

with purchase accounting, and other acquisition-related costs for CAM and Brunner. Additionally,

interest expense of $1 related to the CAM acquisition financing in 1Q26.

(3) The

Tax impact of Pre-tax special items is based on the applicable statutory rates whereby the

difference between such rates and the Company’s consolidated estimated annual effective

tax rate is itself a Special item.

(4) Discrete

tax items for each period included the following:

· for

2Q25, benefits related to U.S. accounting method changes for certain prior period transaction

and other costs ($17), an excess benefit for stock compensation ($13), and a net benefit

related to U.S. federal and state research and development ("R&D") credits

claimed for prior years ($5).

· for

1Q26, an excess benefit for stock compensation ($21);

· for

2Q26, a benefit to release a valuation allowance related to U.S. foreign tax credits ($22),

a benefit to release a valuation allowance related to U.S. state tax losses ($10), a benefit

to release a tax reserve in Germany ($3), an excess benefit for stock compensation ($1),

and a charge to establish an international withholding tax reserve $16;

· for

the six months ended 2Q25, benefits related to U.S. accounting method changes for certain

prior period transaction and other costs ($17), an excess benefit for stock compensation

($14), a net benefit related to U.S. federal and state R&D credits claimed for prior

years ($5), a net charge related to the expiration of a tax holiday in China $6, a charge

for a tax reserve established in Germany $2, and a net charge for other small items $2; and

· for

the six months ended 2Q26, a benefit to release a valuation allowance related to U.S. foreign

tax credits ($22), an excess benefit for stock compensation ($22), a benefit to release a

valuation allowance related to U.S. state tax losses ($10), a benefit to release a tax reserve

in Germany ($3), and a charge to establish an international withholding tax reserve $16.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited), continued

(in

U.S. dollar millions)

Reconciliation

of Operational tax rate

Quarter

ended

Six months

ended

2Q26

Effective

tax rate,

as reported

Special

items(1)(2)

Operational

tax rate, as

adjusted

Effective

tax rate,

reported

Special

items(1)(2)

Operational

tax rate, as

adjusted

Income before income taxes

$ 649

$ 22

$ 671

$ 1,357

$ (64 )

$ 1,293

Provision for income taxes

$ 115

$ 22

$ 137

$ 243

$ 22

$ 265

Tax rate

17.7 %

20.4 %

17.9 %

20.5 %

Operational

tax rate is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews

the operating results of the Company excluding the impacts of Special items. There can be no assurances that additional Special items

will not occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both the

Effective tax rate determined under GAAP as well as the Operational tax rate.

(1) Pre-tax

special items for 2Q26 included Acquisition and acquisition-related costs $22. Pre-tax special

items for the six months ended 2Q26 included Restructuring and other credits ($93) and Acquisition

and acquisition-related costs $29.

(2) Tax

Special items includes discrete tax items, the tax impact on Special items based on the applicable

statutory rates, the difference between such rates and the Company’s consolidated estimated

annual effective tax rate and other tax related items. Discrete tax items for each period

included the following:

· for

the quarter ended 2Q26, a benefit to release a valuation allowance related to U.S. foreign

tax credits ($22), a benefit to release a valuation allowance related to U.S. state tax losses

($10), a benefit to release a tax reserve in Germany ($3), an excess benefit for stock compensation

($1), and a charge to establish an international withholding tax reserve $16.

· for

the six months ended 2Q26, a benefit to release a valuation allowance related to U.S. foreign

tax credits ($22), an excess benefit for stock compensation ($22), a benefit to release a

valuation allowance related to U.S. state tax losses ($10), a benefit to release a tax reserve

in Germany ($3), and a charge to establish an international withholding tax reserve $16.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited), continued

(in

U.S. dollars millions)

Reconciliation

of Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted EBITDA margin

Quarter

ended

Six months

ended

2Q25

1Q26

2Q26

June 30,

2025

June 30,

2026

Sales

$ 2,053

$ 2,313

$ 2,547

$ 3,995

$ 4,860

Operating income

$ 521

$ 753

$ 711

$ 1,015

$ 1,464

Operating income margin

25.4 %

32.6 %

27.9 %

25.4 %

30.1 %

Operating income

$ 521

$ 753

$ 711

$ 1,015

$ 1,464

Add:

Restructuring and other credits

$ —

$ (93 )

$ —

(4 )

(93 )

Acquisition

and acquisition-related costs(1)

—

Benefits associated

with closures, supply chain disruptions, and other items

(1 )

—

Adjusted operating income

$ 520

$ 666

$ 733

$ 1,011

$ 1,399

Adjusted operating income margin

25.3 %

28.8 %

25.3 %

28.8 %

Provision for

depreciation and amortization

138

158

Adjusted EBITDA

$ 589

$ 740

$ 817

$ 1,149

$ 1,557

Adjusted EBITDA margin

28.7 %

32.0 %

32.1 %

28.8 %

32.0 %

Adjusted

operating income and Adjusted operating income margin are non-GAAP financial measures. Special items, including Restructuring and other

credits, are excluded from Adjusted operating income. Management believes that these measures are meaningful to investors because management

reviews the operating results of the Company excluding the impacts of Special items. There can be no assurances that additional Special

items will not occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both

Operating income and Operating income margin determined under GAAP as well as Adjusted operating income and Adjusted operating income

margin.

Adjusted

EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Management believes that these measures are meaningful to investors

because they provide additional information with respect to the Company's operating performance and the Company’s ability to meet

its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. The Company's

definition of Adjusted EBITDA is defined as Operating Income excluding Restructuring and other credits and Special items and Provision

for depreciation and amortization. Special items, including Restructuring and other credits, are excluded from Adjusted EBITDA.

(1) Interest

expense of $1 related to the CAM acquisition financing in 1Q26.

Howmet

Aerospace Inc. and subsidiaries

Calculation

of Financial Measures (unaudited), continued

(in

U.S. dollars millions)

Reconciliation of Organic Revenue

Quarter

ended

Six months

ended

2Q25

2Q26

% Change

June 30,

2025

June 30,

2026

% Change

Sales

$ 2,053

$ 2,547

24 %

$ 3,995

$ 4,860

22 %

Less:

Net Acquisitions and Divestitures

$ 34

$ 100

$ 65

$ 146

Total: Organic Revenue

$ 2,019

$ 2,447

21 %

$ 3,930

$ 4,714

20 %

Organic

revenue is a non-GAAP financial measure. Management believes this measure is meaningful to investors as it presents revenue on a comparable

basis for all periods presented excluding the impact of the acquisitions of CAM (acquired April 2026) and Brunner (acquired February

2026) and the sale of the disk forging facility in Savannah, GA (divested March 2026). Management believes that it is appropriate to

consider both Sales determined under GAAP as well as Organic Revenue.

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Cover

Aug. 06, 2026

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Entity File Number

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Entity Registrant Name

HOWMET AEROSPACE INC.

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

201 Isabella Street

Entity Address, Address Line Two

Suite 200

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City Area Code

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Local Phone Number

553-1940

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