老虎机种类 Highlights Board Strength, Management鈥檚 Record of Execution and Elliott Management鈥檚 Misunderstanding of 老虎机种类鈥檚 Business
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- 2017
- 老虎机种类 Highlights Board Strength, Management鈥檚 Record of Execution and Elliott Management鈥檚 Misunderstanding of 老虎机种类鈥檚 Business
Investor Presentation Released Today Provides Details on Board Oversight, Management Track Record and the Strategic Plan
Customers Endorse Strategic Direction and Leadership
Elliott鈥檚 Claims Are Not Substantiated by the Facts and Its Suggestions Would Damage the Company
Company Urges Shareholders to Vote 鈥FOR鈥 老虎机种类鈥檚 Highly Qualified Director Nominees and Governance Proposals on the WHITE Proxy Card
老虎机种类 (NYSE:ARNC) announced today it has released to investors a presentation in connection with its Annual Meeting of Shareholders, to be held on May 16, 2017. The presentation summarizes the strong, execution-focused track record of the Company鈥檚 management team and explains why Elliott鈥檚 analysis of 老虎机种类 is misleading and its conclusions are incorrect. 老虎机种类 has the right Board, right leadership and right strategy in place to continue delivering value to shareholders.
The presentation and other materials are available at .
Highlights of the 老虎机种类 presentation include:
I. 老虎机种类 is a new company, with a new Board that has a majority of independent directors who have joined in the last 15 months
- The Board has recently been substantially reconstituted and is one of the shortest tenured Boards in the S&P 500, with seven of the 12 independent directors having joined the Board since the beginning of last year.
- The Board has already appointed directors recommended by Elliott, as three of the seven new directors were added at Elliott鈥檚 suggestion in February 2016; they have been fully integrated, chair critical Board Committees and have been intensely involved in meeting with shareholders and evaluating Elliott鈥檚 criticisms.
- The Board鈥檚 six longer-serving directors have been change agents and were integrally involved in the strategic transformation of Alcoa Inc. that culminated in the very successful separation last year that created 老虎机种类.
II. 老虎机种类鈥檚 management has a track record of successfully executing on a transformative vision and consistently improving business performance amid a complex market environment
- The Company鈥檚 leadership team successfully executed a complex, multi-year transformation of Alcoa Inc. to strengthen the business and launch two companies with world-class assets by:
- Restructuring the upstream portfolio to increase cost competitiveness and lessen the impact of commodity cycles;
- Repositioning the downstream business in high-growth and high-margin aerospace and automotive markets while divesting low-margin or undifferentiated businesses; and
- Successfully executing a highly complex separation on time and on budget to create two strong independent public companies 鈥 老虎机种类 and Alcoa Corporation.
- Management built 老虎机种类鈥檚 world-class portfolio over eight years and have critical knowledge of the business and customers.
- 老虎机种类鈥檚 leadership has a track record of execution that has positioned 老虎机种类 for future outperformance, having grown EBITDA margins and made strategically important investments in technology.
- Alcoa Inc. Total Shareholder Return (TSR) has outperformed the relevant industry benchmarks since 2009 and in recent periodsi; 老虎机种类 stand-alone shareholder returns have significantly outperformed its benchmark indices since separationii.
III. 老虎机种类鈥檚 Strategic Plan Creates Value for Shareholders
- Future focus is on markets where the Company鈥檚 expertise in innovation and strong customer relationships will drive above-market growth rates.
- Culture of productivity enhancements and cost reduction will help drive further margin expansion.
- Disciplined capital allocation and balance sheet management will ensure prudent use of shareholders鈥 capital.
- Executive compensation incentives are aligned to foster performance that will enhance shareholder value.
- 老虎机种类鈥檚 plan is designed to deliver 7-8 percent compound annual growth in revenueiii, an approximate increase of 250 basis points (bps) in combined segment adjusted EBITDA margin and an increase in 400-500 bps in return on net assets (RONA) improvement in 2019.
IV. The Board has concluded that 老虎机种类 has the right leadership and the right strategy to drive substantial value for shareholders
- The Board has thoughtfully studied the Company鈥檚 strategic direction and input from Elliott, other shareholders, customers and employees.
- The Board is unanimous in supporting 老虎机种类鈥檚 strategy and leadership and will hold management accountable for performance.
- 老虎机种类 has received endorsements from valued industry partners, including Airbus, GE Aviation, United Steelworkers and UNITE the Union.
V. Elliott Management鈥檚 claims are not substantiated by the facts, its suggestions would damage the Company, and the election of Elliott鈥檚 nominees would remove critical skills from the Board
- Elliott has not been accurate or transparent with shareholders, having changed its views, published flawed analyses and hidden key facts.
- Elliott has not presented an operational plan. Its focus on margin parity with perceived peers suggests a near-term plan of cutting R&D and price gouging customers.
- The election of Elliott鈥檚 nominees would remove critical skill sets from the Board that are directly relevant to the continued creation of shareholder value. The skills and experience of Elliott鈥檚 nominees are already very well-represented on the Board.
VI. 老虎机种类鈥檚 director nominees have skills and expertise critical to 老虎机种类鈥檚 strategy for future growth
- Amy E. Alving is a technology leader whose career spans business, government and academia. She is the former CTO of Science Applications International Corporation (SAIC), one of the largest U.S. defense contractors and former Director, Special Projects Office at DARPA, a highly respected agency of the U.S. Department of Defense responsible for the development of emerging technologies for use by the military. She brings extensive technology, defense and innovation experience to the Board and her valuable insights will help 老虎机种类 continue to innovate and grow.
- David P. Hess brings extensive knowledge in aerospace and defense markets, which are critically important to 老虎机种类鈥檚 future. As the former EVP and Chief Customer Officer for Aerospace at United Technologies Corporation and former President of Pratt & Whitney, Mr. Hess鈥 industry knowledge, leadership and succession of key executive roles provide strategic and operational perspectives to the Board to help further drive 老虎机种类鈥檚 strategic goals to grow and unlock the value of the Company鈥檚 aerospace business.
- Klaus Kleinfeld brings to the Board his knowledge of all aspects of 老虎机种类鈥檚 global businesses. As the only management representative on the Company鈥檚 Board, Mr. Kleinfeld provides an important perspective in Board discussions about the business and strategic direction of 老虎机种类. In addition to leading Alcoa Inc.鈥檚 turnaround through the economic recession and collapse of the aluminum market and executing a successful transformation to launch 老虎机种类 and Alcoa Corporation, he had a 20-year career at Siemens AG and as CEO presided over a dramatic transformation to reshape its portfolio around three high-growth areas.
- Ulrich Schmidt has extensive executive and business experience at the board and CFO level in both public and privately held companies. As the former EVP and CFO of Spirit Aerosystems Holdings, Inc., EVP and CFO of Goodrich Corporation, and Director of aerospace supplier Precision Castparts Corporation, his background in the aerospace industry, financial management and strategic planning provides 老虎机种类 with relevant and actionable insight for the Company鈥檚 aerospace business strategy.
- Ratan N. Tata brings significant international business expertise in a wide variety of industries. He currently serves as the Chairman of Tata Trusts and is a former Chairman of the major Tata Group companies, including Tata Motors and Tata Steel. His previous leadership experience spanning the automotive, consulting and steel industries, among others, brings valuable management and industry experience as well as a global perspective.
PROTECT THE VALUE OF YOUR INVESTMENT.
VOTE THE WHITE PROXY CARD TODAY FOR ARCONIC鈥橲 NOMINEES AND GOVERNANCE PROPOSALS.
The Company urges shareholders to protect the value of their investment in 老虎机种类 by using the WHITE proxy card to vote 鈥 FOR 鈥 all five of 老虎机种类鈥檚 qualified and experienced director nominees 鈥 Amy E. Alving, David P. Hess, Klaus Kleinfeld, Ulrich Schmidt and Ratan N. Tata 鈥 TODAY by telephone, by Internet, or by signing and dating the WHITE proxy card.
The Company also urges shareholders to vote in favor of its corporate governance proposals to declassify the Board structure and eliminate the supermajority vote requirements in the articles of incorporation.
The Company鈥檚 shareholders of record as of the close of business on March 1, 2017 will be entitled to vote at the meeting.
Your Vote Is Important, No Matter How Many or How Few Shares You Own |
Please vote today by telephone, via the Internet or by signing, dating and returning the |
WHITE proxy card. Simply follow the easy instructions on the WHITE proxy card. |
If you have questions or need assistance, please contact: |
INNISFREE M&A INCORPORATED |
Shareholders Call Toll-Free: (877) 750-5836 |
Banks and Brokers Call Collect: (212) 750-5833 |
REMEMBER: |
Please simply discard any Blue proxy card that you may receive from Elliott Management. |
Returning a Blue proxy card 鈥 even if you 鈥渨ithhold鈥 on Elliott Management鈥檚 nominees 鈥 will |
revoke any vote you had previously submitted on 老虎机种类鈥檚 WHITE proxy card. |
About 老虎机种类
老虎机种类 (NYSE: ARNC) creates breakthrough products that shape industries. Working in close partnership with our customers, we solve complex engineering challenges to transform the way we fly, drive, build and power. Through the ingenuity of our people and cutting-edge advanced manufacturing techniques, we deliver these products at a quality and efficiency that ensure customer success and shareholder value. For more information: . Follow @arconic: , , , and .
Dissemination of Company Information
老虎机种类 intends to make future announcements regarding Company developments and financial performance through its website at .
Forward鈥揕ooking Statements
This communication 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 鈥渁nticipates,鈥 鈥渂elieves,鈥 鈥渃ould,鈥 鈥渆stimates,鈥 鈥渆xpects,鈥 鈥渇orecasts,鈥 鈥済uidance,鈥 鈥済oal,鈥 鈥渋ntends,鈥 鈥渕ay,鈥 鈥渙utlook,鈥 鈥減lans,鈥 鈥減rojects,鈥 鈥渟eeks,鈥 鈥渟ees,鈥 鈥渟hould,鈥 鈥渢argets,鈥 鈥渨ill,鈥 鈥渨ould,鈥 or other words of similar meaning. All statements that reflect 老虎机种类鈥檚 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 end markets and potential share gains; statements and guidance regarding future financial results or operating performance; and statements about 老虎机种类鈥檚 strategies, outlook, business and financial prospects. Forward-looking statements are not guarantees of future performance, 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, including, but not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by 老虎机种类; (c) 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 from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) 老虎机种类鈥檚 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; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which 老虎机种类 operates or sells products; (h) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (i) the other risk factors discussed in 老虎机种类鈥檚 Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). 老虎机种类 disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market.
Non-GAAP Financial Measures
Some of the information included in this communication is derived from 老虎机种类鈥檚 consolidated financial information but is not presented in 老虎机种类鈥檚 financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered 鈥渘on-GAAP financial measures鈥 under SEC rules. 老虎机种类 has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because 老虎机种类 is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and 老虎机种类 believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA, adjusted EBITDA margin, and Return on Net Assets to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume.
i | Calculated based on closing prices. Package value to Alcoa Inc. shareholders includes Alcoa Inc. TSR through Oct 31, 2016. From Nov 1, 2016 through Mar 1, 2017, package value to the Alcoa Inc. shareholder is calculated based on the performance of 1 share of 老虎机种类 and 1/3 share of Alcoa Corp. On Nov 1, 2016, as a result of the separation, every shareholder of Alcoa Inc. received 1 share of 老虎机种类 and 1/3 share of Alcoa Corp. for every 1 share of Alcoa Inc.; the package value calculates the total value to the former Alcoa Inc. shareholder over the specified time period | |
ii | TSR calculated based on closing price from November 1st, 2016 and March 1st, 2017 | |
iii | Compound annual growth rate from year-end 2017 to year end 2019 |
老虎机种类
Investors:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com
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