KAISER ALUMINUM CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 23, 2024
KALU$110.09-1.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
- Financial Statements
The following are contained in this Annual Report on Form 10-K:
| Report of Independent Registered Public Accounting Firm | 45 |
| Consolidated Balance Sheets | 48 |
| Statements of Consolidated Income (Loss) | 49 |
| Statements of Consolidated Comprehensive Income (Loss) | 50 |
| Statements of Consolidated Stockholders’ Equity | 51 |
| Statements of Consolidated Cash Flows | 52 |
| Notes to Consolidated Financial Statements | 53 |
- 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.
- 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 | 8-K | 001-09447 | 4.1 | November 26, 2019 |
| Exhibit · Provided · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| No. · Exhibit Description · Herewith · Form · File Number · Exhibit · Filing Date | |||||
| named therein and Wells Fargo Bank, National Association, as Trustee | |||||
| 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 | Omnibus Amendment No. 1 to Credit Agreement and Loan Documents, dated as of March 31, 2021, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. | 10-K | 001-09447 | 10.2 | February 24, 2023 |
| 10.3 | Amendment No. 2 to Credit Agreement and Loan Documents, dated as of December 3, 2021, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. | 10-K | 001-09447 | 10.3 | February 24, 2023 |
| 10.4 | Amendment No. 3 to Credit Agreement and Loan Documents, dated as of April 7, 2022, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. | 8-K | 001-09447 | 10.1 | April 12, 2022 |
| 10.5 | Description of Compensation of Directors | 10-Q | 001-09447 | 10.2 | July 28, 2022 |
| *10.6 | Offer Letter dated June 22, 2020, between the Company and Keith A. Harvey | 8-K | 001-09447 | 10.1 | June 22, 2020 |
| *10.7 | 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 |
| *10.8 | Form of Director Indemnification Agreement | 8-K | 001-09447 | 10.8 | July 6, 2006 |
| *10.9 | Form of Officer Indemnification Agreement | 8-K | 001-09447 | 10.9 | July 6, 2006 |
| Exhibit · Provided · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| No. | Exhibit Description | Herewith | Form | File Number | Exhibit | Filing Date |
| *10.10 | Form of Director and Officer Indemnification Agreement | 8-K | 001-09447 | 10.10 | July 6, 2006 | |
| *10.11 | Kaiser Aluminum Fabricated Products Restoration Plan | 8-K | 001-09447 | 10.14 | July 6, 2006 | |
| *10.12 | Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan | 8-K | 000-52105 | 10.4 | December 31, 2008 | |
| 10.13 | Form of Non-Employee Director Restricted Stock Award Agreement | 10-Q | 001-09447 | 10.2 | July 27, 2016 | |
| *10.14 | Form of Executive Officer Restricted Stock Units Award Agreement | 8-K | 001-09447 | 10.2 | March 10, 2020 | |
| *10.15 | 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 | |
| *10.16 | 2021-2023 Long-Term Incentive Plan For Key Managers Summary | 8-K | 001-09447 | 10.3 | March 11, 2021 | |
| *10.17 | 2022-2024 Long-Term Incentive Plan For Key Managers Summary | 8-K | 001-09447 | 10.2 | March 10, 2022 | |
| *10.18 | 2023 Short-term Incentive Plan for Key Managers | 10-Q | 001-09447 | 10.1 | April 28, 2023 | |
| *10.19 | 2023-2025 Long-Term Incentive Plan or Key Managers Summary | 10-Q | 001-09447 | 10.2 | April 28, 2023 | |
| *10.20 | 2023 Form of Performance Share Award Agreement | 10-Q | 001-09447 | 10.3 | April 28, 2023 | |
| 10.21 | 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 | |
| *10.22 | Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan | 8-K | 001-09447 | 10.1 | June 3, 2021 | |
| *10.23 | Amended and Restated Director Designation Agreement dated September 3, 2021 | 8-K | 001-09447 | 10.1 | September 7, 2021 | |
| *19.1 | Kaiser Aluminum Corporation Securities Trading Policy | X | ||||
| 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 | ||||
| Exhibit | Provided | Incorporated by Reference | ||||
| No. | Exhibit Description | Herewith | Form | File Number | Exhibit | Filing Date |
| 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 | ||||
| *97.1 | Kaiser Aluminum Corporation Compensation Clawback Policy Effective October 2, 2023 | 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 | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
- Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10‑K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.