What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 96 added, 67 removed, 73 unchanged (69% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is processed, recorded, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management is required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this Report under the supervision of and with the participation of our management, including the principal executive officer and principal financial officer.

10 unchanged sentences

Based on that evaluation, our principal executive officer and principal financial officer concluded that our internal control over financial reporting was effective as of December 31, 2021.

We acquired Warrick on March 31, 2021.

In accordance with the SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition was completed, management has excluded Warrick’s internal control over financial reporting from its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021.

Warrick’s total assets and total revenues constitute 34% and 44%, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2021.

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended December 31, 2021 included in Item 8.

“Financial Statements and Supplementary Data” of this Report, has issued an attestation report on the effectiveness of our internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting .

We had no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting .

On March 31, 2021, we completed our acquisition of Warrick.

As the acquisition occurred in the first quarter of 2021, the scope of our evaluation of the effectiveness of internal control over financial reporting does not include Warrick.

This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from our scope for a period not to exceed one year from the date of the acquisition.

We had no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting , other than changes resulting from the acquisition and integration of Warrick .

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

10 unchanged sentences

Financial Statements

The following are contained in this Form 10-K Report:

The following are contained in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Statements of Consolidated Income

Statements of Consolidated Comprehensive Income

Statements of Consolidated (Loss) Income

Statements of Consolidated Comprehensive (Loss) Income

Statements of Consolidated Stockholders’ Equity

4 unchanged sentences

“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.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated July 2, 2008 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed by the Company on August 7, 2008, File No.

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.

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.

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 3.1 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.

Exhibits Index

Incorporated by Reference

Exhibit Description

Purchase Agreement, dated as of November 30, 2020, by and between Alcoa Corporation and Kaiser Aluminum Corporation

November 30, 2020

Amended and Restated Certificate of Incorporation of the Company

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated July 2, 2008

August 7, 2008

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated June 2, 2015

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 26, 2016

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

April 8, 2016

Amended and Restated Bylaws of the Company

June 22, 2020

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

November 26, 2019

Incorporated by Reference

Exhibit Description

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

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.

November 26, 2019

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

February 25, 2020

Indenture, dated May 20, 2021, among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee

Form of 4.50% Senior Note due 2031 (included in Exhibit 4.1)

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.

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.

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.

as Syndication Agent

November 4, 2019

Description of Compensation of Directors

July 28, 2020

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.

June 22, 2020

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.

Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No.

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No.

Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No.

Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No.

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.

Form of Change in Control Severance Agreement for John M.

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 (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.

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 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.

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.

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.

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.

July 31, 2020

Form of Director Indemnification Agreement

Form of Officer Indemnification Agreement

Form of Director and Officer Indemnification Agreement

Kaiser Aluminum Fabricated Products Restoration Plan

Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan

December 31, 2008

Form of Non-Employee Director Restricted Stock Award Agreement

July 27, 2016

2019 Form of Executive Officer Restricted Stock Unit Award Agreement

March 5, 2019

2019 Form of Executive Officer Performance Shares Award Agreement

March 5, 2019

2019-2021 Long-Term Incentive Plan

March 5, 2019

2020 Form of Executive Officer Restricted Stock Units Award Agreement

March 10, 2020

2020 Form of Executive Officer Performance Shares Award Agreement

March 10, 2020

Incorporated by Reference

Exhibit Description

Kaiser Aluminum Corporation 2020 - 2022 Long-Term Incentive Plan Management Objectives and Formula for Determining Performance Shares Earned Summary

March 10, 2020

Amended and Restated Severance Agreement dated March 5, 2021 between the Company and John M.

March 11, 2021

Kaiser Aluminum Fabricated Products 2021 Short-Term Incentive Plan For Key Managers Summary

March 11, 2021

Kaiser Aluminum Fabricated Products 2021-2023 Long-Term Incentive Plan For Key Managers Summary

March 11, 2021

Ground Lease Agreement dated as of March 31, 2021 by and between Kaiser Aluminum Warrick, LLC and Warrick Real Estate LLC, solely as to Sections 2.2, 17 and 33.2, Alcoa Power Generating Inc.

and Warrick Newco LLC

April 1, 2021

Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

Amended and Restated Director Designation Agreement dated September 3, 2021

September 7, 2021

Significant Subsidiaries of Kaiser Aluminum Corporation

Consent of Independent Registered Public Accounting Firm

14 unchanged sentences

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.

Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10‑K.

3 unchanged sentences

President and Chief Executive Officer

February 25, 2021

March 1, 2022

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.

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

February 25, 2021

Senior Vice President and Chief

Financial Officer

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 1, 2022

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 25, 2021

March 1, 2022

/s/ Jennifer Huey

Vice President and Chief

Accounting Officer

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 25, 2021

March 1, 2022

Jennifer Huey

Patrick Hassey

Executive Chairman of the Board

February 25, 2021

/s/ Emily Liggett

February 25, 2021

March 1, 2022

Emily Liggett

/s/ Lauralee Martin

February 25, 2021

Lauralee Martin

/s/ Lauralee E.

March 1, 2022

Osborne, Jr., Ph.D.

/s/ Teresa Sebastian

February 25, 2021

Teresa Sebastian

/s/ Teresa M.

March 1, 2022

/s/ Thomas M.

February 25, 2021

March 1, 2022

/s/ Brett Wilcox

March 1, 2022

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