13D Filing: Elliott Associates, L.P. and Arconic Inc. (ARNC)

Page 6 of 8 – SEC Filing

The
Letter Agreement and the Registration Rights Agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and
each is incorporated herein by reference. The foregoing descriptions of the Letter Agreement and the Registration Rights
Agreement are qualified in their entirety by reference to the
full text of the applicable agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended and restated to read as follows:

(a)
As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer
of approximately 12.1% of the shares of Common Stock outstanding.

The
aggregate percentage of Common Stock reported owned by each person named herein is based upon 481,324,177 shares of Common Stock
outstanding as of October 20, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017.

As
of the date hereof, Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership
and a wholly-owned subsidiary of Elliott, beneficially owned 16,352,683 shares of Common Stock, constituting approximately 3.4%
of the shares of Common Stock outstanding.

As
of the date hereof, Elliott International beneficially owned 34,749,450 shares of Common Stock, constituting approximately 7.2%
of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially
own the 34,749,450 shares of Common Stock beneficially owned by Elliott International, constituting approximately 7.2% of the shares
of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA beneficially own 51,102,133 shares of Common Stock, constituting approximately 10.6% of
the shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA have economic exposure comparable to approximately 1.5% of the shares of Common Stock outstanding
pursuant to the Derivative Agreements, as disclosed in Item 6.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item
6 is hereby amended to add the following:

On
December 19, 2017, the Reporting Persons and the
Issuer entered into the Letter Agreement and the Registration Rights Agreement defined and described in Item 4 above and
attached hereto as Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by

reference.

Follow Howmet Aerospace Inc. (NYSE:HWM)