老虎机种类

The Independent Directors of the 老虎机种类 (NYSE: ARNC) Board published a letter to all shareholders today. The full text of the letter follows.

To Fellow 老虎机种类 Shareholders:

Last month, affiliates of Elliott Management Corporation announced their nomination of five director candidates to serve on 老虎机种类鈥檚 Board of Directors and proposed that 老虎机种类鈥檚 Chairman and Chief Executive Officer Klaus Kleinfeld should be replaced with a former Spirit AeroSystems CEO named Larry Lawson.

It is very clear to us that Elliott鈥檚 campaign is not really about changing 老虎机种类鈥檚 Board composition, governance or strategic plan. Instead, Elliott is asking 老虎机种类鈥檚 shareholders to ignore the business judgment of its 12 independent directors 鈥� who have unanimously concluded that the best interests of 老虎机种类 and all 老虎机种类 shareholders are served by the continued leadership of Mr. Kleinfeld 鈥� and defer instead to the preferences of a hedge fund with no experience operating 老虎机种类鈥檚 business or navigating the challenges that 老虎机种类 has faced. Elliott鈥檚 efforts are an attempt to assert undue influence over a company鈥檚 board composition and leadership.

老虎机种类鈥檚 Board is uniquely positioned to evaluate 老虎机种类鈥檚 current strategic plan and management team and the validity of Elliott鈥檚 arguments. All of the directors are independent (with the exception of Mr. Kleinfeld), six of the twelve independent directors (seven including David Hess, who has been appointed as a director, effective March 10, 2017) joined the Board since the beginning of last year, and three were appointed at Elliott鈥檚 request. This is a Board that has been substantially refreshed, asks tough questions and holds 老虎机种类鈥檚 management team accountable. The six directors that joined the Board before last year were integrally involved in the strategic transformation of Alcoa Inc. that culminated in the very successful separation last year. All of the directors鈥� experience and access to substantial non-public information have given them an in-depth, nuanced understanding of 老虎机种类 as well as Mr. Kleinfeld鈥檚 leadership skills, ability, dedication and personality. In addition to having both new perspectives and seasoned experience, the Board has a tremendous amount of CEO and senior-executive level experience across a range of relevant sectors.

The Board has taken Elliott鈥檚 criticisms very seriously and has engaged in a thorough review of 老虎机种类鈥檚 businesses, strategy and performance, including Mr. Kleinfeld鈥檚 track record as its CEO. We remain convinced that 老虎机种类 has the right strategy and that Klaus Kleinfeld is the CEO who will make it successful.

Indeed, Elliott seriously underestimates the vision, discipline and operational excellence that Mr. Kleinfeld brings to 老虎机种类 as CEO. After he joined the company in 2008, we took a series of bold steps to recover from the financial and aluminum crises, address a number of inherited legacy issues, and transform the business into the 老虎机种类 and Alcoa Corporation that exist today. Mr. Kleinfeld demonstrated adroit leadership skills, strategic command and the ability to execute on a complex series of transactions and initiatives.

The path we have pursued did not, and was not designed to, maximize our short-term stock price or earnings 鈥� although that surely would have made our lives easier. Instead, we have been focused on building the foundation for 老虎机种类 鈥� a company positioned to sustainably compete, innovate, grow and serve our customers.

We believe our recent separation was essential for unlocking shareholder value: 老虎机种类 has been unshackled from the aluminum price and is now charting its own course with a plan to capitalize on its market-leading positions, deep customer relationships and pipeline of innovation; while Alcoa Corporation is prudently capitalized and has benefitted from years of pruning overcapacity in our upstream portfolio and substantially improving its cost curve positions.

We are very optimistic about our future. We believe that everyone who has analyzed our business 鈥� including Elliott 鈥� cannot deny we have succeeded in building an incredible value opportunity. Looking forward, the Board and management team are committed to our three-year plan and believe we have all the ingredients to readily achieve our goals. More broadly, 老虎机种类 is just the latest chapter in the evolution of a company that was founded in 1888 and has now been modernized for the future.

We believe this proxy fight boils down to a simple question: Do you trust the judgment of Elliott, a hedge fund without the benefit of full information and with no fiduciary duty to you or to any other 老虎机种类 shareholder, or do you trust 12 experienced business executives who have thoroughly reviewed Elliott鈥檚 assertions and unanimously support the continued leadership of Mr. Kleinfeld. We encourage you to rely on the judgment of the 老虎机种类 Board, which is independent, objective and thoroughly dedicated to the interests of all 老虎机种类 shareholders.

Sincerely,

The Independent Directors of 老虎机种类 Inc.:

Patricia F. Russo, Lead Independent Director					Amy E. Alving
Arthur D. Collins, Jr.					Sean O. Mahoney
Rajiv L. Gupta					John C. Plant
E. Stanley O鈥橬eal					Julie G. Richardson
L. Rafael Reif					Martin S. Sorrell
Ulrich R. Schmidt					Ratan N. Tata

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 the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about 老虎机种类鈥檚 strategies, outlook, business and financial prospects; and statements regarding potential share gains. 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 老虎机种类 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. Such risks and uncertainties include, but are 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 impact of the separation on the businesses of 老虎机种类; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) 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.

Important Additional Information

老虎机种类 Inc. (鈥溊匣⒒�种类鈥�) intends to file a proxy statement and associated WHITE proxy card with the Securities and Exchange Commission (the 鈥淪EC鈥�) in connection with the solicitation of proxies for 老虎机种类鈥檚 2017 Annual Meeting (the 鈥淧roxy Statement鈥�). 老虎机种类, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2017 Annual Meeting. Information regarding the names of 老虎机种类鈥檚 directors and executive officers and their respective interests in 老虎机种类 by security holdings or otherwise is set forth in 老虎机种类鈥檚 Annual Report on Form 10-K, for the fiscal year ended December 31, 2016, and the proxy statement of Alcoa Inc., which was 老虎机种类鈥檚 former name, for the 2016 Annual Meeting, filed with the SEC on March 24, 2016. To the extent holdings of such participants in 老虎机种类鈥檚 securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of 老虎机种类鈥檚 Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY鈥橲 DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by 老虎机种类 free of charge from the SEC鈥檚 website, . 老虎机种类鈥檚 shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to 老虎机种类, Corporate Secretary鈥檚 Office, 390 Park Avenue, New York, New York 10022-4608, by calling 老虎机种类鈥檚 proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from 老虎机种类鈥檚 website at .

老虎机种类 Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com