CMC 10-K Annual Report Aug. 31, 2019 | Alphaminr
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CMC 10-K Fiscal year ended Aug. 31, 2019

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COMMERCIAL METALS CO
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TABLE OF CONTENTS
Part I, Item 1, BusinessNote 3, AcquisitionPart Ii, Item 8Note 10, Credit ArrangementsNote 14, Income TaxNote 21, Business SegmentsNote 4, Changes in BusinessNote 12, Derivatives and Risk ManagementNote 7, Accounts Receivable ProgramsNote 19, Commitments and ContingenciesNote 16, Employees' Retirement PlansNote 6, Revenue RecognitionNote 9, Goodwill and Other Intangible AssetsNote 2, Summary Of Significant Accounting PoliciesItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of OperationsNote 2. Summary Of Significant Accounting PoliciesNote 11, New Markets Tax Credit TransactionsNote 3. AcquisitionNote 4. Changes in BusinessNote 5. Accumulated Other Comprehensive Income (loss)Note 6. Revenue RecognitionNote 7. Accounts Receivable ProgramsNote 8. InventoriesNote 9. Goodwill and Other Intangible AssetsNote 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. Employees' Retirement PlansNote 13, Fair ValueNote 17. Capital StockNote 18. Earnings Per ShareNote 19. Commitments and ContingenciesNote 20. Accrued Expenses and Other PayablesNote 21. Business SegmentsNote 1, Nature Of OperationsNote 22. Quarterly Financial Data (unaudited)Item 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 Schedule

Exhibits

2(a) Stock and Asset Purchase Agreement, dated as of December 29, 2017, by and among Commercial Metals Company, CMC Steel Fabricators, Inc., CMC Steel US, LLC, GNA Financing, Inc., Gerdau Ameristeel US, Inc., Gerdau Ameristeel Sayreville Inc. and Gerdau Ameristeel WC, Inc. (filed as Exhibit 2.1 to Commercial Metals Companys Current Report on Form 8-K filed January 2, 2018 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) Fourth Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated September 23, 2019). 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). 4(i)(f) Third Supplemental Indenture, dated May 3, 2018, by and among Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Companys Current Report on Form 8-K filed May 3, 2018 and incorporated herein by reference). 4(i)(g) Form of 5.750% Senior Note due 2026 (filed as Exhibit 4.2 to Commercial Metals Companys Current Report on Form 8-K filed May 3, 2018 and incorporated herein by reference). 4(ii)(a) The description of Commercial Metals Company's Common Stock (filed herewith). 10(i)(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(i)(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(i)(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(i)(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(i)(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(i)(f) Fourth Amendment to the Fourth Amended and Restated Credit Agreement, dated December 29, 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 January 2, 2018 and incorporated herein by reference). 10(i)(g) Joinder Agreement and Fifth Amendment to the Fourth Amended and Restated Credit Agreement, dated February 21, 2018, 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 February 23, 2018 and incorporated herein by reference). 10(i)(h) 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(i)(i) 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(i)(j) 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(i)(k) 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(i)(l) 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(i)(m) 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(i)(n) Sixth Amendment to the Fourth Amended and Restated Credit Agreement, dated October 23, 2018, 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(i)(n) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2018 and incorporated herein by reference). 10(i)(o) Seventh Amendment to the Fourth Amended and Restated Credit Agreement, dated October 31, 2019, 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 herewith). 10(i)(p) Amendment No. 7 to Receivables Purchase Agreement, dated August 31, 2018, 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 on September 4, 2018 and incorporated herein by reference). 10(i)(q) Joinder and Amendment No. 5 to Receivables Sale Agreement and Performance Undertaking, dated September 1, 2018, by and among Commercial Metals Company, as servicer and provider of the Performance Undertaking, certain subsidiaries of Commercial Metals Company, as originators, and CMC Receivables, Inc. (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed on September 4, 2018 and incorporated herein by reference). 10(ii)(a) 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 Form 10-Q for the quarter ended November 30, 2018 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 Form 10-Q for the quarter ended November 30, 2018 and incorporated herein by reference). 10(iii)(j)* 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)(k)* 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)(l)* 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)(m)* 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)(n)* 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)(o)* Third Amendment to Employment Agreement, dated April 1, 2018, 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 April 2, 2018 and incorporated herein by reference). 10(iii)(p)* 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). 10(iii)(q)* Employment Agreement, dated August 13, 2019, by and between Paul J. Lawrence and Commercial Metals Company (filed herewith). 10(iii)(r)* Executive Employment Continuity Agreement, dated September 1, 2019, by and between Paul J. Lawrence and Commercial Metals Company (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 Paul J. Lawrence, 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 Paul J. Lawrence, 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).