AA 10-K Annual Report Dec. 31, 2018 | Alphaminr

Effective Date August 11, 2021

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ALCOA CORP

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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 8. Financial Statemenprint Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosureprint Item 9. Changes in and Disagreements with Accouprint 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

3.1 Amended and Restated Certificate of Incorporation of Alcoa Corporation (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form 8-K filed November3, 2016 (File No.1-37816)) 3.2 Amended and Restated Bylaws of Alcoa Corporation, as adopted on December6, 2017 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed December8, 2017 (File No.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 (File No.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 Form 8-K filed November4, 2016 (File No.1-37816)) 4.3 Indenture, dated May 17, 2018, among Alcoa Nederland Holding B.V., Alcoa Corporation, certain subsidiaries of Alcoa Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 17, 2018 (File No. 1-37816)) 10.1 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 Form 8-K filed November4, 2016 (File No.1-37816))* 10.2 Tax Matters Agreement, dated as of October31, 2016, by and between Arconic Inc. and Alcoa Corporation (incorporated by reference to Exhibit 2.3 to the Companys Current Report on Form 8-K filed November4, 2016 (File No.1-37816)) 10.3 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 Form 8-K filed November4, 2016 (File No.1-37816)) 10.4 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 Form 8-K filed November4, 2016 (File No.1-37816)) 10.5 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 Form 10-Q filed August3, 2017 (File No.1-37816)) 10.6 Second Amendment and Restatement Agreement, dated as of November 21, 2018, which includes, as Exhibit A thereto, the Revolving Credit Agreement, dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, and as amended and restated as of November21, 2018, among Alcoa 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 Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 26, 2018 (File No. 1-37816)) 10.8 Side Letter of November1, 2016, between Alcoa Corporation and Alumina Limited clarifying transfer restrictions (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed November4, 2016 (File No.1-37816)) 10.9 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 on Form8-K filed November4, 2016 (File No.1-37816)) 10.11 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 (File No.1-37816)) 10.12 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 (File No.1-37816)) 10.13 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 (File No.1-37816)) 10.14 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 (File No.1-37816)) 10.15 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 (File No.1-37816)) 10.16 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 Form 10-K for the year ended December31, 2009, filed February18, 2010 (File No.1-03610)) 10.17 First Supplemental Agreement, dated March 30, 2010, to the Aluminium Project Framework Shareholders Agreement, dated December20, 2009, between Saudi Arabian Mining Company (Maaden) and Alcoa Inc. (incorporated by reference to Exhibit 10(c) to Alcoa Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed April22, 2010 (File No.1-03610)) 10.18 Alcoa Corporation 2016 Stock Incentive Plan (as Amended and Restated as of May 9, 2018), (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed May15, 2018 (File No.1-37816))** 10.19 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 (File No.1-37816))** 10.20 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 (File No.1-37816))** 10.21 Amendment 1 to Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C, effective January1, 2021 (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 (File No. 137816)** 10.22 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 Form 10-Q filed August3, 2017 (File No.1-37816))** 10.23 Alcoa Corporation Annual Cash Incentive Compensation Plan (as Amended and Restated), effective February 21, 2018 (incorporated by referenced to Exhibit 10 to the Companys Quarterly Report on Form 10-Q filed May 9, 2018 (File No. 1-37816))** 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 Form S-1 filed January18, 2017 (File No.333-215606))** 10.26 Form of Alcoa Corporation Corporate Officer Severance Agreement, effective December1, 2016 (incorporated by reference to Exhibit 10.27 to the Companys Registration Statement on Form S-1 filed January18, 2017 (File No.333-215606))** 10.27 Terms and Conditions for Employee Restricted Share Units (incorporated by reference to Exhibit 10.29 to the Companys Registration Statement on Form S-1 filed January18, 2017 (File No.333-215606))** 10.28 Terms and Conditions for Employee Stock Option Awards (incorporated by reference to Exhibit 10.30 to the Companys Registration Statement on Form S-1 filed January18, 2017 (File No.333-215606))** 10.29 Terms and Conditions for Employee Special Retention Awards (incorporated by reference to Exhibit 10.31 to the Companys Registration Statement on Form S-1 filed January18, 2017 (File No.333-215606))** 10.30 Terms and Conditions for Employee Restricted Share Units, dated January24, 2018 (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 (File No. 137816))** 10.31 Terms and Conditions for Employee Stock Option Awards, dated January24, 2018 (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 (File No. 137816))** 10.32 Terms and Conditions for Employee Special Retention Awards (Restricted Share Units), dated January24, 2018 (incorporated by reference to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 (File No. 137816))** 10.33 Alcoa Corporation Non-Employee Director Compensation Policy, effective November1, 2016 (incorporated by reference to Exhibit 10.32 to the Companys Registration Statement on Form S-1 filed January18, 2017 (File No.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 on FormS-1 filed January18, 2017 (File No.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 Form S-1 filed January18, 2017 (File No.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 Form 10-Q filed on August3, 2017 (File No.1-37816))** 10.37 Alcoa Corporation 2016 Deferred Fee Plan for Directors, effective November 1, 2016, as amended and restated on December 5, 2018 (filed herewith)** 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 Commission Rule13a-14(a) or 15d-14(a) (filed herewith) 31.2 Certification of Principal Financial Officer required by Securities and Exchange Commission Rule13a-14(a) or 15d-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 October24, 2017 (incorporated by reference to Exhibit 99.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 (File No. 137816)

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

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