AA 10-K Annual Report Dec. 31, 2021 | 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. Reservedprint 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 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspectionsprint 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 Accountant Fees and Servicesprint Part IVprint Item 15. Exhibit and 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 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)) 4.2 Supplemental Indenture, dated as of December 9, 2019, among Alcoa Corporation, Alcoa Treasury S. r.l, Alcoa Nederland Holding B.V., and The Bank of New York Mellon Trust Company, N.A. under the Indenture dated May 17, 2018 (incorporated by reference to Exhibit 4.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed February 21, 2020 (File No. 1-137816)) 4.3 Indenture, dated July 13, 2020, among Alcoa Nederland Holding B.V., Alcoa Corporation, certain subsidiaries of Alcoa Corporation, and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed July 13, 2020 (File No. 1-37816)) 4.4 Indenture, dated as of March 24, 2021, 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 March 24, 2021 (File No. 1-37816)) 4.5 Description of Securities (incorporated by reference to Exhibit 4.6 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed February 21, 2020 (File No. 1-137816)) 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 First Amendment to Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement, dated January 5, 2017, by and between Alcoa USA Corp. and Arconic Inc. (filed herewith) 10.5 Second Amendment to Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement, effective as of October 18, 2021, by and between Alcoa USA Corp. and Howmet Aerospace Inc. (f/k/a Arconic Inc.) (filed herewith) 10.6 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)) 10.7 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)) 10.8 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, 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)) 10.9 Amendment No. 1 dated as of August 16, 2019 to 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 November 21, 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 Quarterly Report on Form 10-Q filed October 31, 2019 (File No. 1-37816)) 10.10 Amendment No. 2 dated as of April 21, 2020 to 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 November 21, 2018 and as amended on August 16, 2019, 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 Quarterly Report on Form 10-Q filed April 29, 2020 (File No. 1-37816)) 10.11 Amendment No. 3 dated as of June 24, 2020 to 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 November 21, 2018, as amended on August 16, 2019, and as amended on April 21, 2020, 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 June 25, 2020 (File No. 1-37816)) 10.12 Amendment No.4 dated as of March 4, 2021 to the Revolving Credit Agreement dated as of September16, 2016, as amended as of October26, 2016, as amended and restated as of November14, 2017 and as amended and restated as of November21, 2018, as amended as of August16, 2019, as amended as of April21, 2020 and as amended as of June24, 2020, 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 March 4, 2021 (File No. 1-37816)) 10.13 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 Form 8-K filed November4, 2016 (File No.1-37816)) 10.14 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)) 10.15 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)) 10.16 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)) 10.17 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)) 10.18 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)) 10.19 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)) 10.20 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)) 10.21 Framework Agreement, dated June 26, 2019, between Saudi Arabian Mining Company (Maaden) and Alcoa Corporation (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed July 31, 2019 (File No.1-37816)) 10.22 Amendment and Restatement Deed dated June 26, 2019 relating to the Aluminium Project Framework Shareholders Agreement originally dated December 20, 2009 between Saudi Arabian Mining Company (Maaden) and Alcoa Corporation (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed July 31, 2019 (File No.1-37816)) 10.23 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))* 10.24 Alcoa USA Corp. Deferred Compensation Plan, as amended November 15, 2021 (filed herewith)* 10.25 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))* 10.26 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. 1-37816))* 10.27 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))* 10.28 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))* 10.29 Alcoa Corporation Amended and Restated Change in Control Severance Plan, dated July 30, 2019 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.30 Amended and Restated Form of Alcoa Corporation Chief Executive Officer and Chief Financial Officer Executive Severance Agreement, effective as of July 30, 2019 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.31 Amended and Restated Form of Alcoa Corporation Corporate Officer Executive Severance Agreement, effective as of July 30, 2019 (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.32 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))* 10.33 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. 1-37816))* 10.34 Terms and Conditions for Employee Restricted Share Units, effective October 1, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.35 Terms and Conditions for Employee Stock Option Awards, effective October 1, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.36 Terms and Conditions for Employee Special Retention Awards, effective October 1, 2019 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed October 31, 2019 (File No.1-37816))* 10.37 Terms and Conditions for Employee Restricted Share Units, effective December 8, 2021 (filed herewith)* 10.38 Terms and Conditions for Employee Special Retention Awards, effective December 8, 2021 (filed herewith)* 10.39 Letter Agreement, dated December 17, 2018, between John Slaven and Alcoa Corporation (incorporated by reference to Exhibit 10.36 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 21, 2020(1-37816))* 10.40 Alcoa Corporation Non-Employee Director Compensation Policy, effective September 24, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed October 30, 2020 (File No.1-37816))* 10.41 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))* 10.42 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))* 10.43 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 August3, 2017 (File No.1-37816))* 10.44 Alcoa Corporation 2016 Deferred Fee Plan for Directors, effective November 1, 2016, as amended and restated on December 5, 2018 (incorporated by reference to Exhibit 10.37 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 26, 2019 (1-37816))* 21.1 List of Subsidiaries 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of SLR International Corporation 31.1 Certification of Principal Executive Officer required by Securities and Exchange Commission Rule13a-14(a) or 15d-14(a) 31.2 Certification of Principal Financial Officer required by Securities and Exchange Commission Rule13a-14(a) or 15d-14(a) 32.1 Certification of Principal Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code 32.2 Certification of Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code 95.1 Mine Safety Disclosure 96.1 Technical Report Summary for Darling Range, Western Australia 96.2 Technical Report Summary for Juruti, Brazil 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.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Customers

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Union Pacific Corporation	UNP
3M Company	MMM
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Honeywell International Inc.	HON
Union Pacific Corporation	UNP
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