美国铝业 2024年度报告

(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the registrant’s voting stock held by non-affiliates at June 28, 2024 was approximately $7.1billion, based on the closing price per shareof Common Stock on June 28, 2024 of $39.78 as reported on the New York Stock Exchange.Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date. TABLE OF CONTENTS Part IItem 1.Business1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments30Item 1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures46Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47Item 6.[RESERVED]48Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations49Item 7A.Quantitative and Qualitative Disclosures About Market Risk71Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information135Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections135Part IIIItem 10.Directors, Executive Officers and Corporate Governance135Item 11.Executive Compensation136Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters136Item 13.Certain Relationships and Related Transactions, and Director Independence136Item 14.Principal Accountant Fees and Services136Part IVItem 15.Exhibits and Financial Statement Schedules137Item 16.Form 10-K Summary140Signatures141 Note on Incorporation by Reference In this Form 10-K, selected items of information and data are incorporated by reference to portions of Alcoa Corporation’sDefinitive Proxy Statement for its 2025 Annual Meeting of Stockholders (Proxy Statement), which will be filed with the Securitiesand Exchange Commission within 120 days after the end of Alcoa Corporation’s fiscal year ended December 31, 2024. Unlessotherwise provided herein, any reference in this Form 10-K to disclosures in the Proxy Statement shall constitute incorporation byreference of only that specific disclosure into this Form 10-K. PARTI Item 1. Business. (dollars in millions, except per-share