AA 10-K Annual Report Dec. 31, 2017 | Alphaminr

Effective Date August 11, 2021

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ALCOA CORP

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PROXIES

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TABLE OF CONTENTS

Part Iprint Item 1. Businessprint Item 1A. Risk Factorsprint Item 1B. Unresolved Staff Commentsprint Item 2. Propertiesprint Item 3. Legal Proceedingsprint Item 4. Mine Safety Disclosuresprint Part IIprint Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securitiesprint Item 6. Selected Financial Dataprint Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 7A. Quantitative and Qualitative Disclosures About Market Riskprint Item 8. Financial Statements and Supplementary Dataprint Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosureprint Item 9A. Controls and Proceduresprint Item 9B. Other Informationprint Part IIIprint Item 10. Directors, Executive Officers and Corporate Governanceprint Item 11. Executive Compensationprint Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Mattersprint Item 13. Certain Relationships and Related Transactions, and Director Independenceprint Item 14. Principal Accounting Fees and Servicesprint Part IVprint Item 15. Exhibits, Financial Statement Schedulesprint Item 16. Form 10-k Summaryprint

Exhibits

2.1 Separation and Distribution Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816))* 2.2 Transition Services Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816))* 2.3 Tax Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.3 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 2.4 Employee Matters Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.4 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 2.5 Amendment No.1 to Employee Matters Agreement, dated as of December 13, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.5 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606)) 2.6 Alcoa Corporation to Arconic Inc. Patent,Know-How,and Trade Secret License Agreement, dated as of October31, 2016, by and between Alcoa USA Corp. and Arconic Inc. (incorporated by reference to Exhibit 2.5 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 2.7 Arconic Inc. to Alcoa Corporation Patent,Know-How,and Trade Secret License Agreement, dated as of October31, 2016, by and between Arconic Inc. and Alcoa USA Corp. (incorporated by reference to Exhibit 2.6 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 2.8 Amended and Restated Alcoa Corporation to Arconic Inc. Trademark License Agreement, dated as of June25, 2017, by and between Alcoa USA Corp. and Arconic Inc. (incorporated by reference to Exhibit 2 to the Companys Quarterly Report on Form10-Qfiled August3, 2017 (FileNo.1-37816)) 2.9 Toll Processing and Services Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa Warrick LLC (incorporated by reference to Exhibit 2.8 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816))* 2.10 Master Agreement for the Supply of Primary Aluminum, dated as of October 31, 2016, by and between Alcoa Corporation and its affiliates and Arconic Inc. (incorporated by reference to Exhibit 2.9 to the Companys Current Report onForm8-Kfiled November4, 2016 (FileNo.1-37816)) 2.11 Massena Land Lease Agreement, dated as of October 31, 2016, by and between Arconic Inc. and Alcoa USA Corp. (incorporated by reference to Exhibit 2.10 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816))* 2.12 English Translation of Fusina Lease and Operations Agreement by and between Alcoa Servizi S.r.l. and Fusina Rolling S.r.l., dated as of August4, 2016 (incorporated by reference to Exhibit 2.11 to Amendment No.1 to the Companys Registration Statement on Form 10 filed August12, 2016 (FileNo.1-37816))* 3.1 Amended and Restated Certificate of Incorporation of Alcoa Corporation (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-Kfiled November3, 2016 (FileNo.1-37816)) 3.2 Amended and Restated Bylaws of Alcoa Corporation, as adopted on December 6, 2017 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-Kfiled December8, 2017 (FileNo.1-37816)) 4.1 Indenture, dated September 27, 2016, among Alcoa Nederland Holding B.V., Alcoa Upstream Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 10.19 to Amendment No. 4 to the Companys Registration Statement on Form 10 filed September29, 2016 (FileNo.1-37816)) 4.2 Supplemental Indenture, dated as of November 1, 2016, among the entities listed in Annex A thereto, subsidiaries of Alcoa Corporation, Alcoa Corporation, Alcoa Nederland Holding B.V. and The Bank Of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 10.1 Amendment and Restatement Agreement, dated as of November 14, 2017, which includes, as Exhibit A thereto, the Revolving Credit Agreement, dated as of September16, 2016, and amended as of October26, 2016, and as amended and restated as of November 14, 2017, among Alcoa Upstream Corporation, Alcoa Nederland Holding B.V., the lenders and issuers from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders and issuers (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-Kfiled November16, 2017 (FileNo.1-37816)) 10.2 Amended and Restated Charter of the Strategic Council for the AWAC Joint Venture (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816) 10.3 Third Amended and Restated Limited Liability Company Agreement of Alcoa World Alumina LLC, dated as of November1, 2016, by and among Alcoa USA Corp., ASC Alumina, Alumina International Holdings Pty Ltd, Alumina (USA) Inc., Reynolds Metals Company, LLC and Reynolds Metals Exploration, Inc. (incorporated by reference to Exhibit 10.2 to the Companys Current Report onForm8-Kfiled November4, 2016 (FileNo.1-37816)) 10.4 Side Letter of November 1, 2016, between Alcoa Corporation and Alumina Limited clarifying transfer restrictions (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form8-Kfiled November 4, 2016 (FileNo.1-37816)) 10.5 Enterprise Funding Agreement (Restated), dated November 1, 2016, between Alcoa Corporation, Alumina Limited, Alcoa Australian Holdings Pty Ltd, Alcoa of Australia Limited and Enterprise Funding Partnership (as defined therein) (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form8-Kfiled November4, 2016 (FileNo.1-37816)) 10.6 Alcoa Corporation 2016 Stock Incentive Plan (as Amended and Restated as of May 10, 2017), (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form8-Kfiled May15, 2017 (FileNo.1-37816))** 10.7 Alcoa USA Corp. Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Amendment No.1 to the Companys Registration Statement on Form 10 filed August12, 2016 (FileNo.1-37816))** 10.8 Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C (incorporated by reference to Exhibit10.3 to Amendment No.1 to the Companys Registration Statement on Form 10 filed August12, 2016 (FileNo.1-37816))** 10.9 Amendment 1 to Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C, effective January1, 2021 (filed herewith)** 10.10 Form of Amended and Restated Indemnification Agreement by and between Alcoa Corporation and individual directors or officers, effective August1, 2017 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfiled August3, 2017 (FileNo.1-37816))** 10.11 Aluminum Project Framework Shareholders Agreement, dated December 20, 2009, between Alcoa Inc. and Saudi Arabian Mining Company (Maaden) (incorporated by reference to Exhibit 10(i) to Alcoa Inc.s Annual Report on Form10-Kfor the year ended December 31, 2009, filed February18, 2010 (FileNo.1-03610)) 10.12 First Supplemental Agreement, dated March 30, 2010, to the Aluminium Project Framework Shareholders Agreement, dated December 20, 2009, between Saudi Arabian Mining Company (Maaden) and Alcoa Inc. (incorporated by reference to Exhibit 10(c) to Alcoa Inc.s Quarterly Report on Form10-Qfor the quarter ended March 31, 2010, filed April22, 2010 (FileNo.1-03610)) 10.13 Kwinana State Agreement of 1961 (incorporated by reference to Exhibit 10.7 to Amendment No.2 to the Companys Registration Statement on Form 10 filed September1, 2016 (FileNo.1-37816)) 10.14 Pinjarra State Agreement of 1969 (incorporated by reference to Exhibit 10.8 to Amendment No.2 to the Companys Registration Statement on Form 10 filed September1, 2016 (FileNo.1-37816)) 10.15 Wagerup State Agreement of 1978 (incorporated by reference to Exhibit 10.9 to Amendment No.2 to the Companys Registration Statement on Form 10 filed September1, 2016 (FileNo.1-37816)) 10.16 Alumina Refinery Agreement of 1987 (incorporated by reference to Exhibit 10.10 to Amendment No.2 to the Companys Registration Statement on Form 10 filed September1, 2016 (FileNo.1-37816)) 10.18 Shareholders Agreement between Alcoa of Australia Limited, Alcoa Australian Pty Ltd and Alumina Limited, originally dated as of May10, 1996 (incorporated by reference to Exhibit 10.13 to Amendment No.2 to the Companys Registration Statement on Form 10 filed September1, 2016 (FileNo.1-37816)) 10.19 Amendments to Enterprise Funding Agreement, effective January 25, 2008, between Alcoa Inc., certain of its affiliates and Alumina Limited (incorporated by reference to Exhibit 10(f)(1) to Alcoa Inc.s Annual Report on Form10-Kfor the year ended December 31, 2007, filed February15, 2008 (FileNo.1-03610)) 10.20 Plea Agreement dated January 8, 2014, between the United States of America and Alcoa World Alumina LLC (incorporated by reference to Exhibit 10(l) to Alcoa Inc.s Annual Report onForm10-Kforthe year ended December 31, 2013, filed February13, 2014 (FileNo.1-03610)) 10.21 Alcoa Corporation Amended and Restated Change in Control Severance Plan, dated as of July31, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfiled August3, 2017 (FileNo.1-37816))** 10.22 Alcoa Corporation Annual Cash Incentive Compensation Plan (as Amended and Restated as of May10, 2017) (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form8-Kfiled May15, 2017 (FileNo.1-37816))** 10.23 Form of Alcoa Corporation 2016 Deferred Fee Plan for Directors (incorporated by reference to Exhibit10.24 to Amendment No.4 to the Companys Registration Statement on Form 10 filed September29, 2016 (FileNo.1-37816))** 10.24 Form of Alcoa Corporation Corporate Officer Severance Agreement, effective December1, 2016 (incorporated by reference to Exhibit 10.27 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.25 Form of Alcoa Corporation Chief Executive Officer and Chief Financial Officer Severance Agreement, effective December1, 2016 (incorporated by reference to Exhibit 10.28 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.26 Terms and Conditions for Employee Restricted Share Units (incorporated by reference to Exhibit 10.29 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.27 Terms and Conditions for Employee Stock Option Awards (incorporated by reference to Exhibit 10.30 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.28 Terms and Conditions for Employee Special Retention Awards (incorporated by reference to Exhibit 10.31 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.29 Terms and Conditions for Employee Restricted Share Units, dated January24, 2018 (filed herewith)** 10.30 Terms and Conditions for Employee Stock Option Awards, dated January24, 2018 (filed herewith)** 10.31 Terms and Conditions for Employee Special Retention Awards (Restricted Share Units), dated January24, 2018 (filed herewith)** 10.32 Alcoa CorporationNon-EmployeeDirector Compensation Policy, effective November1, 2016 (incorporated by reference to Exhibit 10.32 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.33 Appendix C to the Alcoa Corporation Deferred Fee Plan for Directors, effective December1, 2016 (incorporated by reference to Exhibit 10.33 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.34 Terms and Conditions for Deferred Fee Restricted Share Units Director Awards, effective December1, 2016 (incorporated by reference to Exhibit 10.34 to the Companys Registration Statement onFormS-1filed January18, 2017 (FileNo.333-215606))** 10.35 Terms and Conditions for Restricted Share Units Annual Director Awards, effective December1, 2016 (incorporated by reference to Exhibit 10.35 to the Companys Registration Statement on FormS-1filed January18, 2017 (FileNo.333-215606))** 10.36 Terms and Conditions for Restricted Share Units Annual Director Awards, effective May9, 2017 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report Form10-Qfiled on August3, 2017 (FileNo.1-37816))** 21.1 List of Subsidiaries (filed herewith) 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith) 31.1 Certification of Chief Executive Officer required by Securities and Exchange CommissionRule13a-14(a)or15d-14(a)(filed herewith) 31.2 Certification of Principal Financial Officer required by Securities and Exchange CommissionRule 13a-14(a)or15d-14(a)(filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section1350 (filed herewith) 95.1 Mine Safety Disclosure (filed herewith) 99.1 Amended and Restated Grantor Trust Agreement by and between Alcoa Corporation and Wells Fargo Bank, National Association, effective October 24, 2017 (filed herewith)

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Customers

Customer name	Ticker
The Timken Company	TKR

Suppliers

Supplier name	Ticker
Union Pacific Corporation	UNP
3M Company	MMM
Thermo Fisher Scientific Inc.	TMO
Honeywell International Inc.	HON
Union Pacific Corporation	UNP
IDEX Corporation	IEX
Caterpillar Inc.	CAT

Owner	Position	Direct Shares	Indirect Shares