CMC 10-K Annual Report Aug. 31, 2017 | Alphaminr
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CMC 10-K Fiscal year ended Aug. 31, 2017

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COMMERCIAL METALS CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of OperationsNote 2. Summary Of Significant Accounting PoliciesNote 3. Changes in BusinessNote 4. Accumulated Other Comprehensive Income (loss)Note 5. Sales Of Accounts ReceivableNote 6. InventoriesNote 7. Goodwill and Other Intangible AssetsNote 8. Long-lived Asset Impairment and Facility Closure CostsNote 9. SeveranceNote 10. Credit ArrangementsNote 11. New Markets Tax Credit TransactionsNote 12. Derivatives and Risk ManagementNote 13. Fair ValueNote 14. Income TaxNote 15. Stock-based Compensation PlansNote 16. Capital StockNote 17. Employees' Retirement PlansNote 18. Commitments and ContingenciesNote 19. Earnings Per ShareNote 20. Accrued Expenses and Other PayablesNote 21. Business SegmentsNote 22. Quarterly Financial Data (unaudited)Note 23. Related Party TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2(a) Interest Purchase Agreement, dated June 2, 2017, by and among Commercial Metals Company, CMC Cometals International S. r.l., Traxys North America LLC and Traxys Europe S.A. (filed as Exhibit 2.1 to Commercial Metals Company's Registration Statement on Form S-3 filed June 26, 2017 and incorporated herein by reference). 3(i)(d) Certificate of Amendment of Restated Certificate of Incorporation dated January 30, 2004 (filed as Exhibit 3(i)(d) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 and incorporated herein by reference). 3(i)(e) Certificate of Amendment of Restated Certificate of Incorporation dated January26, 2006 (filed as Exhibit3(i) to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended February28, 2006 and incorporated herein by reference). 3(ii) Third Amended and Restated Bylaws (filed as Exhibit 3(ii) to Commercial Metals Company's Annual Report on Form 10-K for the year ended August 31, 2015 and incorporated herein by reference). 4(i)(a) Indenture, dated May 6, 2013, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Registration Statement on Form S-3 filed May 6, 2013 and incorporated herein by reference). 4(i)(b) First Supplemental Indenture, dated May 20, 2013, to Indenture, dated May 6, 2013, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference). 4(i)(c) Second Supplemental Indenture, dated July 11, 2017, to Indenture, dated May 6, 2013, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed July 11, 2017 and incorporated herein by reference). 4(i)(d) Form of 4.875% Senior Note due 2023 (filed as Exhibit 4.2 to Commercial Metals Company's Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference). 4(i)(e) Form of 5.375% Senior Note due 2027 (filed as Exhibit 4.2 to Commercial Metals Company's Current Report on Form 8-K filed July 11, 2017 and incorporated herein by reference). 10(ii)(a) Fourth Amended and Restated Credit Agreement, dated June 26, 2014, by and among Commercial Metals Company, CMC International Finance, S. R.L., the lenders party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarterly period ended May31, 2014 and incorporated herein by reference). 10(ii)(b) Second Amendment to the Fourth Amended and Restated Credit Agreement, dated June23, 2017, by and among Commercial Metals Company, CMC International Finance, S. R.L., the lenders party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed June 26, 2017 and incorporated herein by reference). 10(ii)(c) Third Amendment to the Fourth Amended and Restated Credit Agreement, dated June23, 2017, by and among Commercial Metals Company, CMC International Finance, S. R.L., the lenders party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed June 26, 2017 and incorporated herein by reference). 10(ii)(d) Receivables Sale Agreement, dated April 5, 2011, by and between Commercial Metals Company and several of its subsidiaries and CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit10.3 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarterly period ended February28, 2011 and incorporated herein by reference). 10(ii)(e) Receivables Purchase Agreement, dated April 5, 2011, by and among Commercial Metals Company, CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company), certain purchasers and Wells Fargo Bank, N.A., as administrative agent for the purchasers (filed as Exhibit10.4 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarterly period ended February28, 2011 and incorporated herein by reference). 10(ii)(f) Performance Undertaking, dated April 5, 2011, executed by Commercial Metals Company in favor of CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit 10.5 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarterly period ended February28, 2011 and incorporated herein by reference). 10(ii)(g) Amendment No. 1 to Receivables Purchase Agreement, dated December 28, 2011, by and among Commercial Metals Company, CMC Receivables, Inc., Wells Fargo Bank, N.A., The Bank of Nova Scotia and Liberty Street Funding LLC (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed January 3, 2012 and incorporated herein by reference). 10(ii)(h) Omnibus Amendment No. 1 (Amendment No. 2 to Receivables Sale Agreement, Amendment No. 2 to Receivables Purchase Agreement, and Amendment No. 2 to Performance Undertaking), dated May 3, 2013, by and among Commercial Metals Company, individually and as provider of the Performance Undertaking, CMC Cometals Processing, Inc., Howell Metal Company, Structural Metals, Inc., CMC Steel Fabricators, Inc., SMI Steel LLC, SMI-Owen Steel Company, Inc., Owen Electric Steel Company of South Carolina, AHT, Inc., CMC Receivables, Inc., Liberty Street Funding LLC, The Bank of Nova Scotia, individually and in its capacity as administrator of the Liberty Street Funding Group, and Wells Fargo Bank, N.A., individually and as administrative agent (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended May31, 2013 and incorporated herein by reference). 10(ii)(i) Omnibus Amendment No. 2, (Amendment No. 3 to Receivables Sale Agreement, Amendment No. 3 to Receivables Purchase Agreement, and Amendment No. 3 to Performance Undertaking), dated August 15, 2014, by and among the Company, as servicer and provider of the Performance Undertaking, certain subsidiaries of the Company parties thereto, as originators, CMC Receivables, Inc., the conduit purchasers party thereto, the committed purchasers party thereto, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch in its capacity as administrator of the Nieuw Amsterdam Funding Group, BMO Capital Markets Corp. in its capacity as administrator of the Fairway Funding Group and Wells Fargo Bank, N.A., as a committed purchaser and as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed August 21, 2014 and incorporated herein by reference). 10(ii)(j) Amendment No. 5 to Receivables Purchase Agreement, dated July 29, 2016, by and among Commercial Metals Company, CMC Receivables, Inc., Wells Fargo Bank, N.A., Coperatieve Rabobank U.A., and Nieuw Amsterdam Receivables Corporation B.V. (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed August 2, 2016 and incorporated herein by reference). 10(ii)(k) Omnibus Amendment No. 3 (Amendment No. 4 to Receivables Sale Agreement, Amendment No. 6 to Receivables Purchase Agreement, and Amendment No. 4 to Performance Undertaking), dated June 23, 2017, by and among the Company, as servicer and provider of the Performance Undertaking, certain subsidiaries of the Company parties thereto, as originators, CMC Receivables, Inc., the conduit purchasers party thereto, the committed purchasers party thereto, Coperatieve Rabobank U.A., in its capacity as administrator of the funding group, and Wells Fargo Bank, N.A., as administrative agent for the purchasers party thereto (filed as Exhibit 10.3 to Commercial Metals Company's Current Report on Form 8-K filed June 26, 2017 and incorporated herein by reference). 10(ii)(l) Intercreditor Agreement, dated June23, 2017, by and among Commercial Metals Company, Wells Fargo Bank, N.A., as securitization agent, and Bank of America, N.A., as bank agent (filed as Exhibit 10.4 to Commercial Metals Company's Current Report on Form 8-K filed June 26, 2017 and incorporated herein by reference). 10(iii)(a)* Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit10(iii)(a) to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ending February28, 2007 and incorporated herein by reference). 10(iii)(b)* Amendment Number One to the Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit10.3 to Commercial Metals Company's Current Report on Form8-K filed January28, 2010 and incorporated herein by reference). 10(iii)(c)* Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit10(iii)(b) to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ending February28, 2007 and incorporated herein by reference). 10(iii)(d)* Amendment Number One to Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit10.2 to Commercial Metals Company's Current Report on Form8-K filed January28, 2010 and incorporated herein by reference). 10(iii)(e)* Commercial Metals Company 2010 Employee Stock Purchase Plan (filed as Exhibit10.1 to Commercial Metals Company's Current Report on Form8-K filed January28, 2010 and incorporated herein by reference). 10(iii)(f)* Form of Executive Employment Continuity Agreement (filed as Exhibit10.1 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended February28, 2006 and incorporated herein by reference). 10(iii)(g)* Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended February28, 2017 and incorporated herein by reference). 10(iii)(h)* Form of Non-Employee Director Stock Appreciation Rights Agreement (filed as Exhibit10(iii)(q) to Commercial Metals Company's Annual Report on Form10-K for the fiscal year ended August31, 2009 and incorporated herein by reference). 10(iii)(i)* Form of Performance Award Agreement (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended February28, 2017 and incorporated herein by reference). 10(iii)(j)* Employment Agreement, dated April16, 2010, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit10.4 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended May31, 2010 and incorporated herein by reference). 10(iii)(k)* First Amendment to Employment Agreement, dated April8, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form8-K filed April11, 2011 and incorporated herein by reference). 10(iii)(l)* Second Amendment to Employment Agreement, dated May26, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.6 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended May31, 2011 and incorporated herein by reference). 10(iii)(m)* Third Amendment to Employment Agreement, dated September1, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10(iii)(dd) to Commercial Metals Company's Annual Report on Form10-K for the year ended August31, 2011 and incorporated herein by reference). 10(iii)(n)* Fifth Amendment to Employment Agreement, dated November 28, 2016, by and between Joseph Alvarado and Commercial Metals Company and (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended November30, 2016 and incorporated herein by reference). 10(iii)(o)* Retirement Agreement, dated August 31, 2017, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed September 1, 2017 and incorporated herein by reference). 10(iii)(p)* Terms and Conditions of Employment, dated May 3, 2011, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference). 10(iii)(q)* Second Amendment to Terms and Conditions of Employment, dated January 18, 2016, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 99.1 to Commercial Metals Company's Current Report on Form8-K filed January 19, 2016 and incorporated herein by reference). 10(iii)(r)* Third Amendment to Terms and Conditions of Employment, dated January 18, 2016, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 99.1 to Commercial Metals Company's Current Report on Form 8-K filed November 29, 2016 and incorporated herein by reference). 10(iii)(s)* Fourth Amendment to Terms and Conditions of Employment, dated August 31, 2017, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed September 1, 2017 and incorporated herein by reference). 10(iii)(t)* Second Amendment to Employment Agreement, dated September 30, 2016, by and between Tracy L. Porter and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form8-K filed October 3, 2016 and incorporated herein by reference). 10(iii)(u)* Commercial Metals Company 2013 Long-Term Equity Incentive Plan as Amended and Restated Effective March 22, 2017 (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form10-Q for the quarter ended February28, 2017 and incorporated herein by reference). 12 Statement re computation of earnings to fixed charges (filed herewith). 21 Subsidiaries of Commercial Metals Company (filed herewith). 23 Consent of Deloitte & Touche LLP (filed herewith). 31(a) Certification of Barbara R. Smith, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31(b) Certification of Mary A. Lindsey, Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32(a) Certification of Barbara R. Smith, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32(b) Certification of Mary A. Lindsey, Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).