KAISER ALUMINUM CORP 10-K

Item 9A. Controls and Procedures 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 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. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2021 at the reasonable assurance level. Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and include those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework as established in 2013. 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 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, 91 or are reasonably likely to materially affect, our internal control over financial reporting , other than changes resulting from the acquisition and integration of Warrick . Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 92 Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the information included under the captions “Executive Officers,” “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” and “Corporate Governance” in our proxy statement for the 2022 annual meeting of stockholders. Item 11. Executive Compensation The information required by this item is incorporated by reference to the information included under the captions “Executive Compensation,” “Director Compensation” and “Corporate Governance – Board Committees – Compensation Committee – Compensation Committee Interlocks and Insider Participation” in our proxy statement for the 2022 annual meeting of stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the information included under the captions “Equity Compensation Plan Information” and “Principal Stockholders and Management Ownership” in our proxy statement for the 2022 annual meeting of stockholders. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated by reference to the information included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance – Director Independence” in our proxy statement for the 2022 annual meeting of stockholders. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to the information included under the caption “Independent Public Accountants” in our proxy statement for the 2022 annual meeting of stockholders. 93 PART IV Item 15. Exhibits and Financial Statement Schedules 1. Financial Statements The following are contained in this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm 46 Consolidated Balance Sheets 50 Statements of Consolidated (Loss) Income 51 Statements of Consolidated Comprehensive (Loss) Income 52 Statements of Consolidated Stockholders’ Equity 53 Statements of Consolidated Cash Flows 54 Notes to Consolidated Financial Statements 55 2. Financial Statement Schedules 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. 3. Exhibits Index Exhibit Provided Incorporated by Reference No. Exhibit Description Herewith Form File Number Exhibit Filing Date 2.1 Purchase Agreement, dated as of November 30, 2020, by and between Alcoa Corporation and Kaiser Aluminum Corporation 8-K 001-09447 2.1 November 30, 2020 3.1 Amended and Restated Certificate of Incorporation of the Company 8-A 000-52105 3.1 July 6, 2006 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated July 2, 2008 10-Q 000-52105 3.2 August 7, 2008 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated June 2, 2015 8-K 000-52105 3.1 June 8, 2015 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 26, 2016 8-K 001-09447 3.1 May 26, 2016 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 8-K 000-52105 3.1 April 8, 2016 3.6 Amended and Restated Bylaws of the Company 8-K 001-09447 3.1 June 22, 2020 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 8-K 001-09447 4.1 November 26, 2019 94 Exhibit Provided Incorporated by Reference No. Exhibit Description Herewith Form File Number Exhibit Filing Date 4.2 Form of 4.625% Senior Notes due 2028 (included in Exhibit 4.1) 8-K 001-09447 4.2 November 26, 2019 4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 10-K 001-09447 4.3 February 25, 2020 4.4 Indenture, dated May 20, 2021, among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee 8-K 001-09447 4.1 May 20, 2021 4.5 Form of 4.50% Senior Note due 2031 (included in Exhibit 4.1) 8-K 001-09447 4.2 May 20, 2021 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 8-K 001-09447 10.1 November 4, 2019 10.2 Description of Compensation of Directors 10-Q 001-09447 10.1 July 28, 2020 *10.3 Offer Letter dated June 22, 2020, between the Company and Keith A. Harvey 8-K 001-09447 10.1 June 22, 2020 *10.4 Amended and Restated Severance Agreement dated July 31, 2020 between the Company and Keith A. Harvey 8-K 001-09447 10.1 July 31, 2020 *10.5 Form of Director Indemnification Agreement 8-K 001-09447 10.8 July 6, 2006 *10.6 Form of Officer Indemnification Agreement 8-K 001-09447 10.9 July 6, 2006 *10.7 Form of Director and Officer Indemnification Agreement 8-K 001-09447 10.10 July 6, 2006 *10.8 Kaiser Aluminum Fabricated Products Restoration Plan 8-K 001-09447 10.14 July 6, 2006 *10.9 Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan 8-K 000-52105 10.4 December 31, 2008 10.10 Form of Non-Employee Director Restricted Stock Award Agreement 10-Q 001-09447 10.2 July 27, 2016 *10.11 2019 Form of Executive Officer Restricted Stock Unit Award Agreement 8-K 001-09447 10.2 March 5, 2019 *10.12 2019 Form of Executive Officer Performance Shares Award Agreement 8-K 001-09447 10.3 March 5, 2019 *10.13 2019-2021 Long-Term Incentive Plan 8-K 001-09447 10.4 March 5, 2019 *10.14 2020 Form of Executive Officer Restricted Stock Units Award Agreement 8-K 001-09447 10.2 March 10, 2020 *10.15 2020 Form of Executive Officer Performance Shares Award Agreement 8-K 001-09447 10.3 March 10, 2020 95 Exhibit Provided Incorporated by Reference No. Exhibit Description Herewith Form File Number Exhibit Filing Date *10.16 Kaiser Aluminum Corporation 2020 - 2022 Long-Term Incentive Plan Management Objectives and Formula for Determining Performance Shares Earned Summary 8-K 001-09447 10.4 March 10, 2020 *10.17 Amended and Restated Severance Agreement dated March 5, 2021 between the Company and John M. Donnan 8-K 001-09447 10.1 March 11, 2021 *10.18 Kaiser Aluminum Fabricated Products 2021 Short-Term Incentive Plan For Key Managers Summary 8-K 001-09447 10.2 March 11, 2021 *10.19 Kaiser Aluminum Fabricated Products 2021-2023 Long-Term Incentive Plan For Key Managers Summary 8-K 001-09447 10.3 March 11, 2021 10.20 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 8-K 001-09447 10.1 April 1, 2021 *10.21 Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan 8-K 001-09447 10.1 June 3, 2021 *10.22 Amended and Restated Director Designation Agreement dated September 3, 2021 8-K 001-09447 10.1 September 7, 2021 21.1 Significant Subsidiaries of Kaiser Aluminum Corporation X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of Keith A. Harvey pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Neal E. West pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Keith A. Harvey pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Neal E. West pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation X 101.DEF Inline XBRL Taxonomy Extension Definition X 101.LAB Inline XBRL Taxonomy Extension Label X 101.PRE Inline XBRL Taxonomy Extension Presentation X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X 96 * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10‑K. Item 16. Form 10-K Summary None. 97 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KAISER ALUMINUM CORPORATION /s/ Keith A. Harvey Keith A. Harvey President and Chief Executive Officer Date: 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. /s/ Keith A. Harvey President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 1, 2022 Keith A. Harvey /s/ Neal E. West Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: March 1, 2022 Neal E. West /s/ Jennifer Huey Vice President and Chief Accounting Officer (Principal Accounting Officer) Date: March 1, 2022 Jennifer Huey Director Michael C. Arnold Director David Foster Director Leo W. Gerard Executive Chairman of the Board Jack A. Hockema /s/ Emily Liggett Director Date: March 1, 2022 Emily Liggett /s/ Lauralee E. Martin Director Date: March 1, 2022 Lauralee E. Martin Director Alfred E. Osborne, Jr., Ph.D. /s/ Teresa M. Sebastian Director Date: March 1, 2022 Teresa M. Sebastian Director Donald J. Stebbins /s/ Thomas M. Van Leeuwen Director Date: March 1, 2022 Thomas M. Van Leeuwen /s/ Brett Wilcox Director Date: March 1, 2022 Brett Wilcox /s/ Kevin W. Williams Director Date: March 1, 2022 Kevin W. Williams 98