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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-25 · 34 added, 38 removed, 106 unchanged (40% of the section changed)

41 unchanged sentences

Financial Statement Schedules

All schedules are omitted because they are either inapplicable or the required information is included in the Consolidated Financial Statements or the notes thereto included in Item 8.

All schedules are omitted because they are either inapplicable or the required information is included in our Consolidated Financial Statements or the notes thereto included in Item 8.

“Financial Statements and Supplementary Data” and incorporated herein by reference.

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 Form 8-K, filed by the Company on November 30, 2020, File No.

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No.

3 unchanged sentences

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.

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No.

Amendment to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by the Company on June 8, 2015, File No.

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the Company on June 22, 2020, File No.

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.

Form of 4.625% Senior Notes due 2028 (included in Exhibit 4.1).

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934.

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.

Form of 6.500% Senior Note due 2025 (included in Exhibit 4.3).

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.

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.

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.

1 unchanged sentence

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.

Employment Agreement, dated as of September 19, 2019, between the Company and Jack A.

Hockema (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on September 19, 2019, File No.

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.

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.

Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No.

5 unchanged sentences

Form of Change in Control Severance Agreement for John M.

Donnan and Keith A.

Harvey (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the period ended December 31, 2002, filed by the Company on March 31, 2003, File No.

Donnan (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the period ended December 31, 2002, filed by the Company on March 31, 2003, File No.

Form of Amendment to the Change in Control Severance Agreement with John M.

Donnan and Keith A.

Harvey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No.

Donnan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No.

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.

Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed by the Company on July 27, 2016, File No.

2017 and 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.

2017 and 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.

Amended and Restated 2017-2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed by the Company on July 28, 2017, File No.

Description of 2017 Long-Term Incentive Umbrella Plan under the Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed by the Company on April 21, 2017, File No.

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.

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.

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.

2019 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 5, 2019, File No.

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.

1 unchanged sentence

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.

Separation Agreement and General Release between the Company and Daniel J.

Rinkenberger (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on February 28, 2019, File No.

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.

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.

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.

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.

Significant Subsidiaries of Kaiser Aluminum Corporation (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K, filed by the Company on February 18, 2014, File No.

Consent of Independent Registered Public Accounting Firm.

Certification of Jack A.

Hockema pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Keith A.

Harvey pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Neal E.

West pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Jack A.

Hockema pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Keith A.

Harvey pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Neal E.

West pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_____________________________

Schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Filed herewith.

3 unchanged sentences

KAISER ALUMINUM CORPORATION

Chief Executive Officer and Chairman

President and Chief Executive Officer

February 25, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer,

Chairman of the Board and Director

(Principal Executive Officer)

President, Chief Executive Officer and Director (Principal Executive Officer)

February 25, 2021

9 unchanged sentences

Jennifer Huey

/s/ Carolyn Bartholomew

February 25, 2020

Carolyn Bartholomew

Patrick Hassey

Executive Chairman of the Board

February 25, 2021

/s/ Emily Liggett

4 unchanged sentences

Lauralee Martin

/s/ Alfred E.

Osborne, Jr., Ph.D.

February 25, 2020

Osborne, Jr., Ph.D.

/s/ Teresa Sebastian

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures