SCHN 10-K Annual Report Aug. 31, 2018 | Alphaminr
SCHNITZER STEEL INDUSTRIES, INC.
ALPHAMINR

SCHN 10-K Fiscal year ended Aug. 31, 2018

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SCHNITZER STEEL INDUSTRIES, INC.
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PROXIES
DEF 14A
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DEF 14A
 		Filed on Dec. 14, 2022
DEF 14A
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DEF 14A
 		Filed on Dec. 16, 2020
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 		Filed on Dec. 18, 2019
DEF 14A
 		Filed on Dec. 19, 2018
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 		Filed on Dec. 20, 2017
DEF 14A
 		Filed on Dec. 15, 2016
DEF 14A
 		Filed on Dec. 17, 2015
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 		Filed on Dec. 17, 2014
DEF 14A
 		Filed on Dec. 18, 2013
DEF 14A
 		Filed on Dec. 19, 2012
DEF 14A
 		Filed on Dec. 14, 2011
DEF 14A
 		Filed on Dec. 8, 2010
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 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 Recent Accounting PronouncementsNote 4 InventoriesNote 5 Property, Plant and Equipment, NetNote 6 Goodwill and Other Intangible Assets, NetNote 7 DebtNote 8 Commitments and ContingenciesNote 9 - Restructuring Charges and Other Exit-related ActivitiesNote 10 Accumulated Other Comprehensive LossNote 11 Employee BenefitsNote 12 Share-based CompensationNote 13 Income TaxesNote 14 Net Income (loss) Per ShareNote 15 Related Party TransactionsNote 16 Segment InformationItem 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 SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 2006 Restated Articles of Incorporation (as corrected December 2, 2011) of the Registrant. Filed as Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, and incorporated herein by reference. 3.2 Restated Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on December 13, 2013, and incorporated herein by reference. 10.2 Purchase and Sale Agreement, dated May 4, 2005, between Schnitzer Investment Corp. and the Registrant, relating to purchase by the Registrant of the Portland Metals Recycling operations real estate. Filed as Exhibit 10.1 to the Registrants Current Report on Form8-K filed on May 10, 2005, and incorporated herein by reference. 10.3 Third Amended Shared Services Agreement, dated July 26, 2006, between the Registrant, Schnitzer Investment Corp. and Island Equipment Company, Inc. Filed as Exhibit 10.5 to the Registrants Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference. 10.4 Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference. 10.5 Security Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., the other Grantors party thereto and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference. 10.6 General Security Agreement dated as of April 6, 2016 between Schnitzer Steel Canada Ltd. and Bank of America, N.A., as Collateral Agent. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference. 10.7 First Amendment, dated as of August 24, 2018, to Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on August 28, 2018, and incorporated herein by reference. *10.8 Amended Executive Annual Bonus Plan. Filed as Appendix A to the Registrants Annual Proxy Report on Form DEF 14A filed on December 17, 2014, and incorporated herein by reference. *10.9 Annual Incentive Compensation Plan, effective September 1, 2006. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, and incorporated herein by reference. *10.10 1993 Stock Incentive Plan of the Registrant as Amended and Restated on November 7, 2013. Filed as Appendix A to the Registrants Definitive Proxy Statement filed on December 18, 2013, and incorporated herein by reference. *10.11 Form of Deferred Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for non-employee directors. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference. *10.12 Deferred Compensation Plan for Non-Employee Directors. Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference. *10.13 Summary Sheet for 2018 Non-Employee Director Compensation. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended February 28, 2018, and incorporated herein by reference. *10.14 Amended and Restated Supplemental Executive Retirement Bonus Plan of the Registrant effective January 1, 2009. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, and incorporated herein by reference. *10.15 Form of Change in Control Severance Agreement between the Registrant and executive officers other than Tamara L. Lundgren and used for agreements entered into prior to 2011. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 5, 2008, and incorporated herein by reference. *10.16 Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into between 2011 and 2014. Filed as Exhibit 10.19 to the Registrants Annual Report on Form 10-K filed October 29, 2013 and incorporated herein by reference. *10.17 Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into after 2014. Filed as Exhibit 10.16 to the Registrants Annual Report on Form 10-K filed October 27, 2015, and incorporated herein by reference. *10.18 Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference. *10.19 Amendment No. 1 dated June 29, 2011 to Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference. *10.20 Amendment No. 2 dated July 25, 2017 to Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the year ended August 31, 2017, and incorporated herein by reference. *10.21 Amended and Restated Change in Control Severance Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference. *10.22 Form of Indemnification Agreement for Directors and certain officers used for agreements entered into prior to 2016. Filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference. *10.23 Form of Indemnification Agreement for Directors and certain officers used for agreements entered into after 2015. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 3, 2016, and incorporated herein by reference. *10.24 Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference. *10.25 Amendment No. 1 dated November 6, 2012 to the Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended November 30, 2012 and incorporated herein by reference. *10.26 Amendment No. 2 dated October 29, 2014 to the Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended August 31, 2017, and incorporated herein by reference. *10.27 Amendment No. 3, dated October 25, 2017, to the Amended and Restated Agreement for Services by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2017 and incorporated herein by reference. *10.28 Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after fiscal 2012 through the first half of fiscal 2016. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012 and incorporated herein by reference. *10.29 Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after the first half of fiscal 2016. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended May 31, 2016 and incorporated herein by reference. *10.30 Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first half of fiscal 2016. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2015 and incorporated herein by reference. *10.31 Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in second half of fiscal 2016. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2016 and incorporated herein by reference. *10.32 Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first half of fiscal 2017. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016 and incorporated herein by reference. *10.33 Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in second half of fiscal 2017. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017 and incorporated herein by reference. *10.34 Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2018. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2017 and incorporated herein by reference. *10.35 Fiscal 2017 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016 and incorporated herein by reference. *10.36 Fiscal 2018 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2017 and incorporated herein by reference. 21.1 Subsidiaries of Registrant. 23.1 Consent of Independent Registered Public Accounting Firm. 24.1 Powers of Attorney. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.