KALU 10-K Annual Report Dec. 31, 2020 | Alphaminr
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KALU 10-K Fiscal year ended Dec. 31, 2020

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KAISER ALUMINUM CORP
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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. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 4 Of Notes To Consolidated Financial StatementsItem 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 InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Purchase Agreement, dated as of November 30, 2020, by and between Alcoa Corporation and Kaiser Aluminum Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form8-K, filed by the Company on November 30, 2020, File No.001-09447). 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit3.1 to the Registration Statement on Form8-A, filed by the Company on July6, 2006, File No.000-52105). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated July 2, 2008 (incorporated by reference to Exhibit3.2 to the Quarterly Report on Form10-Q, filed by the Company on August7, 2008, File No.000-52105). 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated June 2, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the Company on June 8, 2015, File No. 000-52105). 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 26, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the Company on May 26, 2016, File No. 001-09447). 3.5 Certificate of Designation of Series A Junior Participating Preferred Stock of Kaiser Aluminum Corporation, as filed with the Secretary of State of the State of Delaware on April 7, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the Company on April 8, 2016, File No. 001-9447). 3.6 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit3.1 to the Current Report on Form 8-K, filed by the Company on June 22, 2020, File No. 001-09447). 4.1 Indenture dated as of November 26, 2019, by and among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by the Company on November 26, 2019, File No. 001-09447). 4.2 Form of 4.625% Senior Notes due 2028 (included in Exhibit 4.1). 4.3 Indenture, dated April 28, 2020, among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by the Company on April 28, 2020, File No. 001-09447). 4.4 Form of 6.500% Senior Note due 2025 (included in Exhibit 4.3). 4.5 First Supplemental Indenture, dated May 1, 2020, among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by the Company on May 1, 2020, File No. 001-09447). 4.6 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K, filed by the Company on February 25, 2020, File No. 001-09447). 10.1 Credit Agreement, dated as of October 30, 2019, among Kaiser Aluminum Corporation, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC and Kaiser Aluminum Washington, LLC, the lenders that are parties thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book runners, and Bank of America, N.A. as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on November 4, 2019, File No. 001-09447). 10.2 Description of Compensation of Directors (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed by the Company on July 28, 2020 File No. 001-09447). ***10.3 Offer Letter dated June 22, 2020, between the Company and Keith A. Harvey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on June 22, 2020, File No. 001-09447). ***10.4 Amended and Restated Severance Agreement dated July 31, 2020 between the Company and Keith A. Harvey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on July 31, 2020, File No. 001-09447). ***10.4 Form of Director Indemnification Agreement (incorporated by reference to Exhibit10.8 to the Current Report on Form8-K, filed by the Company on July6, 2006, File No.000-52105). ***10.5 Form of Officer Indemnification Agreement (incorporated by reference to Exhibit10.9 to the Current Report on Form8-K, filed by the Company on July6, 2006, File No.000-52105). ***10.6 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form8-K, filed by the Company on July6, 2006, File No. 000-52105). ***10.7 Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit10.14 to the Current Report on Form8-K, filed by the Company on July6, 2006, File No.000-52105). ***10.8 Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit10.4 to the Current Report on Form8-K, filed by the Company on December31, 2008, File No.000-52105). 10.9 Amended and Restated Director Designation Agreement dated December 12, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on December 16, 2019, File No. 001-09447). ***10.10 Form of Change in Control Severance Agreement for John M. Donnan (incorporated by reference to Exhibit10.33 to the Annual Report on Form10-K for the period ended December31, 2002, filed by the Company on March31, 2003, File No.001-9447). ***10.11 Form of Amendment to the Change in Control Severance Agreement with John M. Donnan (incorporated by reference to Exhibit10.2 to the Current Report on Form8-K, filed by the Company on December31, 2008, File No. 000-52105). ***10.12 Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on May 26, 2016, File No. 001-09447). 10.13 Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q, filed by the Company on July 27, 2016, File No.001-09447). ***10.14 2018 Form of Executive Officer Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 9, 2017, File No. 001-09447). ***10.15 2018 Form of Executive Officer Performance Shares Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on March 9, 2017, File No. 001-09447). ***10.16 2018-2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 7, 2018, File No. 001-09447). ***10.17 2019 Form of Executive Officer Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 5, 2019, File No. 001-09447). ***10.18 2019 Form of Executive Officer Performance Shares Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on March 5, 2019, File No. 001-09447). ***10.19 2019-2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on March 5, 2019, File No. 001-09447). ***10.20 2020 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on March 10, 2020, File No. 001-09447). ***10.21 2020 Form of Executive Officer Restricted Stock Units Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 10, 2020, File No. 001-09447). ***10.22 2020 Form of Executive Officer Performance Shares Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on March 10, 2020, File No. 001-09447). ***10.23 Kaiser Aluminum Corporation 2020 - 2022 Long-Term Incentive Plan Management Objectives and Formula for Determining Performance Shares Earned Summary (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on March 10, 2020, File No. 001-09447). 21.1 SignificantSubsidiariesofKaiserAluminumCorporation(incorporatedbyreferencetoExhibit21.1tothe AnnualReportonForm10-K, filed by the Company on February18,2014, File No. 00052105). *23.1 Consent of Independent Registered Public Accounting Firm. *31.1 Certification of Keith A. Harvey pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Neal E. West pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Keith A. Harvey pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of Neal E. West pursuant to Section906 of the Sarbanes-Oxley Act of 2002.