Investor Presentation Released Today Provides Details on Board Oversight, Management Track Record and the Strategic Plan
Customers Endorse Strategic Direction and Leadership
Elliott’s Claims Are Not Substantiated by the Facts and Its Suggestions Would Damage the Company
Company Urges Shareholders to Vote “FOR” Arconic’s Highly Qualified Director Nominees and Governance Proposals on the WHITE Proxy Card
Arconic (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’s management team and
explains why Elliott’s analysis of Arconic is misleading and its
conclusions are incorrect. Arconic 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 www.arconic.com/annualmeeting.
Highlights of the Arconic presentation include:
I. Arconic 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
The Board has already appointed directors recommended by Elliott, as
three of the seven new directors were added at Elliott’s 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’s criticisms.
The Board’s 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
II. Arconic’s management has a track record of successfully
executing on a transformative vision and consistently improving business
performance amid a complex market environment
The Company’s 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 – Arconic
and Alcoa Corporation.
- Restructuring the upstream portfolio to increase cost
Management built Arconic’s world-class portfolio over eight years and
have critical knowledge of the business and customers.
Arconic’s leadership has a track record of execution that has
positioned Arconic 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;
Arconic stand-alone shareholder returns have significantly
outperformed its benchmark indices since separationii.
III. Arconic’s Strategic Plan Creates Value for Shareholders
Future focus is on markets where the Company’s 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’ capital.
Executive compensation incentives are aligned to foster performance
that will enhance shareholder value.
Arconic’s 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
IV. The Board has concluded that Arconic has the right
leadership and the right strategy to drive substantial value for
The Board has thoughtfully studied the Company’s strategic direction
and input from Elliott, other shareholders, customers and employees.
The Board is unanimous in supporting Arconic’s strategy and leadership
and will hold management accountable for performance.
Arconic has received endorsements from valued industry partners,
including Airbus, GE Aviation, United Steelworkers and UNITE the Union.
V. Elliott Management’s claims are not substantiated by the
facts, its suggestions would damage the Company, and the election of
Elliott’s 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’s 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’s nominees are
already very well-represented on the Board.
VI. Arconic’s director nominees have skills and expertise
critical to Arconic’s 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 Arconic
continue to innovate and grow.
David P. Hess brings extensive knowledge in aerospace and
defense markets, which are critically important to Arconic’s future.
As the former EVP and Chief Customer Officer for Aerospace at United
Technologies Corporation and former President of Pratt & Whitney, Mr.
Hess’ industry knowledge, leadership and succession of key executive
roles provide strategic and operational perspectives to the Board to
help further drive Arconic’s strategic goals to grow and unlock the
value of the Company’s aerospace business.
Klaus Kleinfeld brings to the Board his knowledge of all
aspects of Arconic’s global businesses. As the only management
representative on the Company’s Board, Mr. Kleinfeld provides an
important perspective in Board discussions about the business and
strategic direction of Arconic. In addition to leading Alcoa Inc.’s
turnaround through the economic recession and collapse of the aluminum
market and executing a successful transformation to launch Arconic 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 Arconic with relevant and actionable insight for the
Company’s 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’S NOMINEES AND GOVERNANCE PROPOSALS.
The Company urges shareholders to protect the value of their investment
in Arconic by using the
card to vote “
” all five of
Arconic’s qualified and experienced director nominees – Amy E. Alving,
David P. Hess, Klaus Kleinfeld, Ulrich Schmidt and Ratan N. Tata – TODAY
by telephone, by Internet, or by signing and dating the
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’s shareholders of record as of the close of business on
March 1, 2017 will be entitled to vote at the meeting.
Please vote today by telephone, via the Internet or by signing,
WHITE proxy card. Simply follow the easy instructions on the WHITE
|If you have questions or need assistance, please contact:
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|Shareholders Call Toll-Free: (877) 750-5836
|Banks and Brokers Call Collect: (212) 750-5833
Returning a Blue proxy card – even if you “withhold” on Elliott
revoke any vote you had previously submitted on Arconic’s WHITE
Arconic (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
Follow @arconic: Twitter,
Dissemination of Company Information
Arconic intends to make future announcements regarding Company
developments and financial performance through its website at www.arconic.com.
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
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “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, 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
Arconic’s 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 Arconic; (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)
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; (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 Arconic 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 Arconic’s Form 10-K for the
year ended December 31, 2016, and other reports filed with the U.S.
Securities and Exchange Commission (SEC). Arconic 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
Arconic’s consolidated financial information but is not presented in
Arconic’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. Arconic has not provided a reconciliation of any
forward-looking non-GAAP financial measures to the most directly
comparable GAAP financial measures because Arconic is unable to quantify
certain amounts that would be required to be included in the GAAP
measure without unreasonable efforts, and Arconic 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.
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
Arconic 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
Arconic 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
TSR calculated based on closing price from November 1st, 2016 and
March 1st, 2017
|Compound annual growth rate from year-end 2017 to year end 2019