AA 10-K Annual Report Dec. 31, 2023 | Alphaminr
ALPHAMINR

AA 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
ALCOA CORP
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StocItem 6. [reserved]Item 6. [resItem 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 8. Financial StatemenItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccouItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtheItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure RegarPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OffItem 11. Executive CompensationItem 11. ExeItem 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 13. Certain Relationships and RelatedItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccoPart IVItem 15. Exhibit and Financial Statement SchedulesItem 15. Exhibit and FinanItem 16. Form 10-k SummaryItem 16. Form 10-k Su

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Alcoa Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed November 3, 2016 (File No. 1-37816)) 3.2 Amended and Restated Bylaws of Alcoa Corporation, as adopted on July 26, 2023 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed July 27, 2023 (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 November 4, 2016 (File No. 1-37816)) 10.2 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 Form 8-K filed November 4, 2016 (File No. 1-37816)) 10.3 Amendment No. 1, dated as of January 17, 2024, 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, as amended and restated as of June 27, 2022 and as amended as of January 17, 2024, 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 January 18, 2024 (File No. 1-37816)) 10.4 Amended and Restated Charter of the Strategic Council for the AWAC Joint Venture (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 4, 2016 (File No. 1-37816)) 10.5 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 Form 8-K filed November 4, 2016 (File No. 1-37816)) 10.6 Third Amended and Restated Limited Liability Company Agreement of Alcoa World Alumina LLC, dated as of November 1, 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 Form 8-K filed November 4, 2016 (File No. 1-37816)) 10.7 Shareholders Agreement between Alcoa of Australia Limited, Alcoa Australian Holdings Pty Ltd and Alumina Limited, originally dated as of May 10, 1996 (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Companys Registration Statement on Form 10 filed September 1, 2016 (File No. 1-37816)) 10.8 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 September 1, 2016 (File No. 1-37816)) 10.9 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 September 1, 2016 (File No. 1-37816)) 10.10 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 September 1, 2016 (File No. 1-37816)) 10.11 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 September 1, 2016 (File No. 1-37816)) 10.12 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)) 10.13 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)) 10.14 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 May 15, 2018 (File No. 1-37816))* 10.15 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))* 10.16 Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Companys Registration Statement on Form 10 filed August 12, 2016 (File No. 1-37816))* 10.17 Amendment 1 to Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C, effective January 1, 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))* 10.18 Form of Amended and Restated Indemnification Agreement by and between Alcoa Corporation and individual directors or officers, effective August 1, 2017 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed August 3, 2017 (File No. 1-37816))* 10.19 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))* 10.20 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))* 10.21 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 (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed February 23, 2023 (File No. 1-137816))* 10.22 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))* 10.23 Amendment No. 1 to Amended and Restated Executive Severance Agreement, between William F. Oplinger and Alcoa Corporation, effective February 1, 2023 (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed February 23, 2023 (File No. 1-137816))* 10.24 Amendment to the Amended and Restated Executive Severance Agreement, between Roy C. Harvey and Alcoa Corporation, effective September 24, 2023 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed October 26, 2023 (File No. 1-37816))* 10.25 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))* 10.26 Amended and Restated Form of Alcoa Corporation Corporate Officer Executive Severance Agreement (Canada), effective as of April 1, 2020 (filed herewith)* 10.27 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 January 18, 2017 (File No. 333-215606))* 10.28 Terms and Conditions for Employee Stock Option Awards, dated January 24, 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))* 10.29 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))* 10.30 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))* 10.31 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))* 10.32 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))* 10.33 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))* 10.34 Terms and Conditions for Employee Restricted Share Units, effective January 24, 2024 (filed herewith)* 10.35 Terms and Conditions for Employee Special Retention Awards, effective January 24, 2024 (filed herewith)* 10.36 Alcoa Corporation Non-Employee Director Compensation Policy, effective October 1, 2023 (filed herewith)* 10.37 Terms and Conditions for Deferred Fee Restricted Share Units Director Awards, effective December 1, 2016 (incorporated by reference to Exhibit 10.34 to the Companys Registration Statement on Form S-1 filed January 18, 2017 (File No. 333-215606))* 10.38 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))* 10.39 Terms and Conditions for Restricted Share Units Annual Director Awards, effective December 1, 2016 (incorporated by reference to Exhibit 10.35 to the Companys Registration Statement on Form S-1 filed January 18, 2017 (File No. 333-215606))* 10.40 Terms and Conditions for Restricted Share Units Annual Director Awards, effective May 9, 2017 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report Form 10-Q filed August 3, 2017 (File No. 1-37816))* 10.41 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))* 10.42 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 Rule 13a-14(a) or 15d-14(a) (filed herewith) 31.2 Certification of Principal Financial Officer required by Securities and Exchange Commission Rule 13a-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)) 97 Alcoa Corporation Clawback Policy, effective October 15, 2023 (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 (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))