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Howmet Aerospace Inc. – ‘10-Q’ for 3/31/23 – ‘EX-10.1’

On:  Tuesday, 5/2/23, at 4:24pm ET   ·   For:  3/31/23   ·   Accession #:  4281-23-8   ·   File #:  1-03610

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/02/23  Howmet Aerospace Inc.             10-Q        3/31/23   82:6.7M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.26M 
 2: EX-10.1     Material Contract                                   HTML     42K 
 3: EX-10.2     Material Contract                                   HTML     36K 
 4: EX-31       Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-32       Certification -- §906 - SOA'02                      HTML     24K 
11: R1          Cover                                               HTML     78K 
12: R2          Statement of Consolidated Operations (Unaudited)    HTML    104K 
13: R3          Statement of Consolidated Comprehensive Income      HTML     51K 
                (Unaudited)                                                      
14: R4          Consolidated Balance Sheet (Unaudited)              HTML    131K 
15: R5          Consolidated Balance Sheet (Unaudited)              HTML     23K 
                (Parenthetical)                                                  
16: R6          Statement of Consolidated Cash Flows (Unaudited)    HTML    113K 
17: R7          Statement of Changes in Consolidated Equity         HTML     72K 
                (Unaudited)                                                      
18: R8          Statement of Changes in Consolidated Equity         HTML     25K 
                (Unaudited) (Parenthetical)                                      
19: R9          Basis of Presentation                               HTML     27K 
20: R10         Recently Adopted and Recently Issued Accounting     HTML     37K 
                Guidance                                                         
21: R11         Segment Information                                 HTML    143K 
22: R12         Restructuring and Other Charges                     HTML     45K 
23: R13         Pension and Other Postretirement Benefits           HTML     50K 
24: R14         Other Expense, Net                                  HTML     34K 
25: R15         Income Taxes                                        HTML     37K 
26: R16         Earnings Per Share and Common Stock                 HTML     40K 
27: R17         Accumulated Other Comprehensive Loss                HTML     64K 
28: R18         Receivables                                         HTML     34K 
29: R19         Inventories                                         HTML     30K 
30: R20         Properties, Plants, and Equipment, net              HTML     34K 
31: R21         Leases                                              HTML     33K 
32: R22         Debt                                                HTML     42K 
33: R23         Fair Value of Financial Instruments                 HTML     30K 
34: R24         Contingencies and Commitments                       HTML     43K 
35: R25         Subsequent Events                                   HTML     23K 
36: R26         Basis of Presentation (Policies)                    HTML     36K 
37: R27         Segment Information (Tables)                        HTML    141K 
38: R28         Restructuring and Other Charges (Tables)            HTML     46K 
39: R29         Pension and Other Postretirement Benefits (Tables)  HTML     46K 
40: R30         Other Expense, Net (Tables)                         HTML     33K 
41: R31         Income Taxes (Tables)                               HTML     33K 
42: R32         Earnings Per Share and Common Stock (Tables)        HTML     36K 
43: R33         Accumulated Other Comprehensive Loss (Tables)       HTML     64K 
44: R34         Inventories (Tables)                                HTML     30K 
45: R35         Properties, Plants, and Equipment, net (Tables)     HTML     33K 
46: R36         Leases (Tables)                                     HTML     32K 
47: R37         Debt (Tables)                                       HTML     35K 
48: R38         Fair Value of Financial Instruments (Tables)        HTML     30K 
49: R39         Basis of Presentation (Details)                     HTML     31K 
50: R40         Recently Adopted and Recently Issued Accounting     HTML     31K 
                Guidance (Details)                                               
51: R41         Segment Information - Narrative (Details)           HTML     36K 
52: R42         Segment Information - Schedule of Operating         HTML     65K 
                Results of Reportable Segments (Details)                         
53: R43         Segment Information - Schedule of Segment           HTML     46K 
                Operating Profit to Consolidated Income before                   
                Income Taxes (Details)                                           
54: R44         Segment Information - Reconciliation of Capital     HTML     28K 
                Expenditures (Details)                                           
55: R45         Segment Information - Disaggregation of Revenue by  HTML     63K 
                Major End Market Served (Details)                                
56: R46         Restructuring and Other Charges - Summary           HTML     30K 
                (Details)                                                        
57: R47         Restructuring and Other Charges - Narrative         HTML     33K 
                (Details)                                                        
58: R48         Restructuring and Other Charges - Activity and      HTML     41K 
                Reserve Balances for Restructuring Charges                       
                (Details)                                                        
59: R49         Pension and Other Postretirement Benefits -         HTML     48K 
                Components of Net Periodic Benefit Cost (Details)                
60: R50         Pension and Other Postretirement Benefits -         HTML     28K 
                Narrative (Details)                                              
61: R51         Other Expense, Net (Details)                        HTML     34K 
62: R52         Income Taxes - Narrative (Details)                  HTML     30K 
63: R53         Income Taxes - Schedule of Income Tax Provisions    HTML     32K 
                (Details)                                                        
64: R54         Earnings Per Share and Common Stock -               HTML     55K 
                Reconciliation of Information Used to Compute                    
                Basic and Diluted EPS (Details)                                  
65: R55         Earnings Per Share and Common Stock - Narrative     HTML     45K 
                (Details)                                                        
66: R56         Accumulated Other Comprehensive Loss (Details)      HTML     67K 
67: R57         Receivables (Details)                               HTML     37K 
68: R58         Inventories - Schedule of Inventory Components      HTML     33K 
                (Details)                                                        
69: R59         Inventories - Narrative (Details)                   HTML     25K 
70: R60         Properties, Plants, and Equipment, net (Details)    HTML     43K 
71: R61         Leases - Narrative (Details)                        HTML     23K 
72: R62         Leases - Operating Lease Assets and Liabilities in  HTML     36K 
                the Consolidated Balance Sheet (Details)                         
73: R63         Debt - Schedule of Long-Term Debt (Details)         HTML     48K 
74: R64         Debt - Public Debt (Details)                        HTML     37K 
75: R65         Debt - Credit Facility (Details)                    HTML     35K 
76: R66         Fair Value of Financial Instruments (Details)       HTML     30K 
77: R67         Contingencies and Commitments (Details)             HTML     86K 
80: XML         IDEA XML File -- Filing Summary                      XML    145K 
78: XML         XBRL Instance -- hwm-20230331_htm                    XML   1.67M 
79: EXCEL       IDEA Workbook of Financial Reports                  XLSX    123K 
 7: EX-101.CAL  XBRL Calculations -- hwm-20230331_cal                XML    193K 
 8: EX-101.DEF  XBRL Definitions -- hwm-20230331_def                 XML    490K 
 9: EX-101.LAB  XBRL Labels -- hwm-20230331_lab                      XML   1.31M 
10: EX-101.PRE  XBRL Presentations -- hwm-20230331_pre               XML    786K 
 6: EX-101.SCH  XBRL Schema -- hwm-20230331                          XSD    146K 
81: JSON        XBRL Instance as JSON Data -- MetaLinks              431±   643K 
82: ZIP         XBRL Zipped Folder -- 0000004281-23-000008-xbrl      Zip    323K

‘EX-10.1’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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Exhibit 10.1
SECOND AMENDMENT TO THE
HOWMET AEROSPACE HOURLY RETIREMENT SAVINGS PLAN
(Restated effective January 1, 2021)
__________________________
Pursuant to Section 20(a) of the HOWMET AEROSPACE HOURLY RETIREMENT SAVINGS PLAN (“Plan”), which provides that the Plan may be amended by action of the Board or Benefits Management Committee, the Plan is amended as described below. Unless specifically stated otherwise, any reference in this Amendment to “Section” is intended to refer to the applicable Section of the Plan, including the Sections of the Howmet Aerospace Niles Bargaining Retirement Savings Plan (the “Niles Union Plan”) that continue to apply following the merger of the Niles Union Plan into the Plan. This amendment is effective on the dates specified below.
A.
Effective as of January 1, 2023, Section 2(o) is added as follows:
(o)    Despite any other provision of the Plan, no After-Tax Savings contributions may be made for any Plan Year beginning on or after January 1, 2023.

B.
Effective as of January 1, 2021, Schedule B-1 of the Plan is amended as set forth below to reflect participation in the Plan by eligible employees of three locations in Dover, New Jersey, and to clarify that employees working at the Chillicothe, Ohio location have been eligible to receive matching Participating Employer Contributions since January 1, 2021. These provisions were previously included in the Hourly Savings Plan, but were inadvertently omitted from the most recent restatement. This amendment is made retroactively to align the Plan’s terms with its operations as permitted under Section 4.05(2)(a) of IRS Revenue Procedure 2021-30.

Company Code
Company Description
*EE Type
LOC
Location Description
Union Code
Union Description
Match
ERIC
010
Howmet Aerospace
H
CLC
Chillicothe, Ohio (ASL)
N/A
N/A
0.500
N/A
T13
Howmet Casting & Services Inc
E
DNH
Dover, New Jersey (Howmet-HAD)
N/A
N/A
1.000
Y
T48
Howmet Castings & Services Inc
E
DJY
Dover, New Jersey (Howmet-HAD)
N/A
N/A
1.000
Y
T48
Howmet Castings & Services Inc
H
DJY
Dover, New Jersey (Howmet-HAD)
N/A
N/A
1.000
Y
C.
Effective January 1, 2023, Appendix E for Roth 401(k) Savings is added to the Plan as follows:


APPENDIX E
for
Roth 401(k) Savings
Article A
Roth 401(k) Savings
A.1General Application
(a)This Article applies to contributions beginning with the effective date of this Amendment.
(b)The Plan will accept Roth 401(k) Savings made on behalf of Participants. A Participant’s Roth 401(k) Savings (including any Roth 401(k) contributions transferred to the Plan in connection with a plan merger) must be allocated to a separate account maintained for such deferrals as described in Section A.2 of this Appendix.
(c)Unless specifically stated otherwise, Roth 401(k) Savings will be treated as Payroll Deductions and included in Savings for all purposes under the Plan.
A.2Separate Accounting
(a)Contributions and withdrawals of Roth 401(k) Savings will be credited and debited to the Roth 401(k) Savings Account maintained for each Participant.
(b)The Plan will maintain a record of the amount of Roth 401(k) Savings in each Participant’s Roth 401(k) Savings Account.
(c)Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s Roth 401(k) Savings Account and the Participant’s other accounts under the Plan.
(d)No contributions other than Roth 401(k) Savings and properly attributable earnings may be credited to each Participant’s Roth 401(k) Savings Account.
A.3Direct Rollovers
(a)Despite any other provision of the Plan, a “direct rollover” of a distribution from a Roth 401(k) Account under the Plan may only be made to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.
(b)Despite any other provision of the Plan, the Plan may accept a rollover contribution to a Roth 401(k) Savings Account only if it is a direct rollover from another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

-2-

A.4Correction of Excess Contributions
(a)In the case of a distribution of excess Payroll Deductions under Appendix A, a Highly Compensated Employee may designate the extent to which the excess amount is composed of Pre-Tax Savings and Roth 401(k) Savings but only to the extent such types of deferrals were made for the year.
(b)If the Highly Compensated Employee does not designate which type of Payroll Deduction is to be distributed, the Plan will distribute Roth 401(k) Savings first.
A.5Definitions
(a)“Roth 401(k) Savings” are Payroll Deductions that are:
(1)Designated irrevocably by the Participant at the time of the cash or deferred election as Roth 401(k) Savings that are being made in lieu of all or a portion of the Pre-Tax Savings the Participant is otherwise eligible to make under the Plan; and
(2)Treated by Employer as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.
(b)A “Roth 401(k) Savings Account” is the account maintained for a Participant to record the Participant’s Roth 401(k) Savings. A Participant’s Roth 401(k) Account will be subject to the same rules applicable to Pre-Tax Savings with respect to investments, adjustments, and transfers under Sections 8 and 9 (Sections 7 and 8 of the Niles Union Plan).
(c)All other capitalized terms in this Appendix have the same meanings as in the “Definitions” Section of the Plan (including the definition provisions in any other applicable Appendix to the Plan).
A.6Other Rules
(a)A Participant’s Roth 401(k) Account is always 100% vested and nonforfeitable.
(b)Roth 401(k) Savings will be counted along with a Participant’s Pre-Tax Savings in determining the amount of Participating Employer Contributions made for the Participant under Section 3 of the Plan. The limit on Participating Employer Contributions of six percent of the Participant’s Eligible Compensation in Section 3 applies to the combined total of the Pre-Tax Savings and Roth 401(k) Savings contributed by the Participant.
(c)A Participant’s Roth 401(k) Savings are subject to the same limitations and non-discrimination requirements applicable to Pre-Tax Savings described in Section 2(j) and Appendix A of the Plan.
(d)A Participant’s Roth 401(k) Savings count towards the limit on Payroll Deductions applicable to Pre-Tax Savings under Section 2(a) of the Plan.

-3-

(e)Payroll Deductions for Roth 401(k) Savings are subject to the same “automatic escalation” rules that apply to Automatic Pre-Tax Rate Escalation as set forth in Section 2(c).
(f)A Participant may receive in-service withdrawals from the Participant’s Roth 401(k) Savings Account to the same extent that in-service withdrawals are permitted under the Plan from the Participant’s Pre-Tax Savings account.
(g)A Participant may borrow from the Participant’s Roth 401(k) Savings Account, subject to the rules in Section 17 (Section 16 of the Niles Union Plan). Any loan to a Participant will be taken pro rata from the Participant’s accounts, including the Participant’s Roth 401(k) Savings Account.
(h)A Participant must designate the extent to which a partial distribution from the Plan will be made from the Participant’s Roth 401(k) Savings and/or Pre-Tax Savings.
(i)Unless otherwise provided in a qualified domestic relations order, as defined in Section 414(p) of the Code (“QDRO”), the amounts assigned to an alternate payee under a QDRO will be subtracted pro rata from the Participant’s accounts, including the Participant’s Roth 401(k) Savings Account.
(j)A Participant’s Roth 401(k) Savings may be treated as “catch-up” contributions under Section 414(v) of the Code and as described in Section 2(k). A Participant may also contribute “make-up” contributions of Roth 401(k) Savings following return from protected military leave to the same extent as Pre-Tax Savings under Section 2(m).
D.
In all other respects, the Plan is unchanged.


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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/2/238-K
For Period end:3/31/234,  8-K
1/1/23
1/1/21
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Howmet Aerospace Inc.             10-K       12/31/23  145:18M
 8/21/23  Howmet Aerospace Inc.             S-3ASR      8/21/23    5:246K                                   Toppan Merrill/FA
 5/23/23  Howmet Aerospace Inc.             S-3ASR      5/23/23    6:415K                                   Toppan Merrill/FA
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