AA 10-K Annual Report Dec. 31, 2022 | Alphaminr
ALPHAMINR

AA 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
ALCOA CORP
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwnItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

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. (incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816)) 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.) (incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816)) 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 First Amendment to the Amended and Restated Alcoa Corporation to Arconic Inc. Trademark License Agreement, dated as of April 1, 2022, by and between Alcoa USA Corp and Howmet Aerospace Inc. (f/k/a Arconic Inc.) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed July 25, 2022 (File No. 1-37816)) 10.9 Third Amendment and Restatement Agreement, dated as of June 27, 2022, 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, as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020, as amended as of June 24, 2020, as amended as of March 4, 2021 and as amended and restated as of June 27, 2022, 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 29, 2022 (File No. 1-37816)) 10.10 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)) 10.11 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)) 10.12 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)) 10.13 Shareholders Agreement between Alcoa of Australia Limited, Alcoa Australian Holdings 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)) 10.14 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)) 10.15 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)) 10.16 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)) 10.17 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)) 10.18 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)) 10.19 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)) 10.20 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))* 10.21 Alcoa USA Corp. Deferred Compensation Plan, effective August 1, 2016, as amended November 15, 2021 (incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816))* 10.22 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))* 10.23 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))* 10.24 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))* 10.25 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))* 10.26 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))* 10.27 Amendment No. 1, dated as of January 8, 2023 to the Alcoa Corporation Amended and Restated Change in Control Severance Plan, dated July 30, 2019 (filed herewith)* 10.28 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))* 10.29 Amendment No. 1 to Amended and Restated Executive Severance Agreement, between William F. Oplinger and Alcoa Corporation, effective February 1, 2023 (filed herewith)* 10.30 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))* 10.31 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))* 10.32 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))* 10.33 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))* 10.34 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))* 10.35 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))* 10.36 Terms and Conditions for Employee Restricted Share Units, effective December 8, 2021 (incorporated by reference to Exhibit 10.37 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816))* 10.37 Terms and Conditions for Employee Special Retention Awards, effective December 8, 2021 (incorporated by reference to Exhibit 10.38 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816))* 10.38 Alcoa Corporation Non-Employee Director Compensation Policy, effective September 28, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed October 27, 2022))* 10.39 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))* 10.40 Terms and Conditions for Deferred Fee Restricted Share Units Director Awards, effective May 4, 2022 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed July 25, 2022 (File No. 1-37816))* 10.41 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))* 10.42 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))* 10.43 Terms and Conditions for Restricted Share Units Annual Director Awards, effective May 4, 2022 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed July 25, 2022 (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, 2018, filed February 26, 2019 (1-37816))* 21.1 List of Subsidiaries (filed herewith) 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith) 23.2 Consent of SLR International Corporation (filed herewith) 31.1 Certification of Principal 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 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 (furnished herewith) 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 (furnished herewith) 96.1 Technical Report Summary for Darling Range, Western Australia (filed herewith) 96.2 Technical Report Summary for Juruti, Brazil (incorporated by reference to Exhibit 96.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022 (File No. 1-137816)) 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))