CMC 10-K Annual Report Aug. 31, 2023 | Alphaminr

CMC 10-K Fiscal year ended Aug. 31, 2023

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 DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 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 Operations and Summary Of Significant Accounting PoliciesNote 2. Changes in BusinessNote 3. Accumulated Other Comprehensive Income (loss)Note 4. Revenue RecognitionNote 5. InventoriesNote 6. Goodwill and Other Intangible AssetsNote 7. LeasesNote 8. Credit ArrangementsNote 9. New Markets Tax Credit TransactionsNote 10. DerivativesNote 11. Fair ValueNote 12. Income TaxNote 13. Stock-based Compensation PlansNote 14. Employees' Retirement PlansNote 15. Capital StockNote 16. Earnings Per ShareNote 17. Commitments and ContingenciesNote 18. Accrued Expenses and Other PayablesNote 19. Operating SegmentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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) Agreement and Plan of Merger dated December 3, 2021, by and among Commercial Metals Company, Tahoe Merger Sub Inc., TAC Acquisition Corp. and Castle Harlan Inc. (filed as Exhibit 2.1 to Commercial Metals Company's Current Report on Form 8-K filed December 7, 2021 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) Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated June 21, 2022 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) Fourth Supplemental Indenture, dated February 2, 2021, by and among 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 dated February 2, 2021 and incorporated herein by reference). 4(i)(c) Form of 3.875% Senior Note due 2031 (filed as Exhibit 4.2 to Commercial Metals Company's Current Report on Form 8-K dated February 2, 2021 and incorporated herein by reference). 4(i)(d) Fifth Supplemental Indenture, dated January 28, 2022, by and between 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 dated January 28, 2022 and incorporated herein by reference). 4(i)(e) Form of 4.125% Senior Note due 2030 (filed as Exhibit 4.3 to Commercial Metals Companys Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference). 4(i)(f) Sixth Supplemental Indenture, dated January 28, 2022, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to Commercial Metals Companys Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference). 4(i)(g) Form of 4.375% Senior Note due 2032 (filed as Exhibit 4.4 to Commercial Metals Companys Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference). 4(ii)(a) The description of Commercial Metals Company's Common Stock (filed as Exhibit 4(ii)(a) to Commercial Metals Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2022 and incorporated herein by reference). 10(i)(a) Purchase and Sale Agreement and Joint Escrow Instructions, dated September 29, 2021, by and among TAMCO, CMC Steel Fabricators, Inc., as sellers, and BTC III Acquisitions LLC, as buyer (filed as exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed September 30, 2021 and incorporated herein by reference). 10(i)(b) Loan Agreement, dated February 1, 2022, between the Industrial Development Authority of the County of Maricopa and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Companys Current Report on Form 8-K dated February 22, 2022 and incorporated herein by reference). 10(i)(c) Sixth Amended and Restated Credit Agreement, dated October 26, 2022, by and among Commercial Metals Company, CMC International Finance, a socit responsabilit limite, the lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to Commercial Metals Companys Quarterly Report on Form 10-Q for the quarter ended November 30, 2022 and incorporated herein by reference). 10(ii)(a)* Commercial Metals Company Employee Stock Purchase Plan as Amended and Restated effective January 1, 2020 (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(b)* Form of Amended and Restated Executive Employment Continuity Agreement (filed as Exhibit 10(iii)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference). 10(ii)(c)* 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(ii)(d)* Amendment to Terms and Conditions of Employment, dated May 29, 2015, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 10(iii)(d) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference). 10(ii)(e)* 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 Form 8-K filed January 19, 2016 and incorporated herein by reference). 10(ii)(f)* Third Amendment to Terms and Conditions of Employment, dated November 28, 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(ii)(g)* 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(ii)(h)* Fifth Amendment to Terms and Conditions of Employment, dated July 10, 2023, by and between Barbara R. Smith and Commercial Metals Company (filed herewith). 10(ii)(i)* Amended and Restated Employment Agreement, dated effective as of November 4, 2021, by and between Ty L. Garrison and Commercial Metals Company (filed as Exhibit 10.3 to Commercial Metals Companys Quarterly Report on Form 10-Q the quarter ended November 30, 2021 and incorporated herein by reference). 10(ii)(j)* Commercial Metals Company 2013 Long-Term Equity Incentive Plan as Amended and Restated effective November 19, 2019 (filed as Exhibit 10.2 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(l)* Terms and Conditions of Stock Award, Employment and Separation dated August 13, 2019, by and between Paul J. Lawrence and Commercial Metals Company (filed as Exhibit 10(iii)(m) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference). 10(ii)(m)* Amendment to Terms and Conditions of Stock Award, Employment and Separation, dated as effective November 4, 2021, by and between Paul J. Lawrence and Commercial Metals Company (filed as Exhibit 10.4 to Commercial Metals Companys Quarterly Report on Form 10-Q the quarter ended November 30, 2021 and incorporated herein by reference ). 10(ii)(n)* Terms and Conditions of Employment, dated June 16, 2020, by and between Jody Absher and Commercial Metals Company (filed as Exhibit 10(iii)(n) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference). 10(ii)(o)* Terms and Conditions of Employment, dated June 16, 2020, by and between Jennifer J. Durbin and Commercial Metals Company (filed as Exhibit 10(iii)(o) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and incorporated herein by reference). 10(ii)(p)* Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(q)* Terms and Conditions of Employment, dated February 15, 2023, by and between Peter R. Matt and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Companys Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 and incorporated herein by reference). 10(ii)(r)* Amendment No. 1 to Terms and Conditions of Employment, dated March 20, 2023, by and between Peter R. Matt and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Companys Quarterly Report on Form 10-Q for the quarter ended February 28, 2023 and incorporated herein by reference). 10(ii)(s)* Amendment No. 2 to Terms and Conditions of Employment, dated July 10, 2023, by and between Peter R. Matt and Commercial Metals Company (filed herewith). 10(ii)(t)* Form of Performance Award Agreement (filed as Exhibit 10.4 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(u)* Form of Non-Employee Director Restricted Stock Award Agreement (filed as Exhibit 10.5 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(v)* Form of Non-Employee Director Restricted Stock Unit Award Agreement (filed as Exhibit 10.6 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2020 and incorporated herein by reference). 10(ii)(w) Form of Director and Officer Indemnification Agreement (filedherewith). 19 Statement of Company Policy on Insider Trading and Anti-Hedging (filed herewith). 21 Subsidiaries of Commercial Metals Company (filed herewith). 23 Consent of Deloitte & Touche LLP (filed herewith). 31(a) Certification of Peter R. Matt, 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, Senior 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 Peter R. Matt, 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, Senior 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). 97 Compensation Recovery Policy (filed herewith).