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Commercial Metals Co. – ‘10-K’ for 8/31/23 – ‘EX-97’

On:  Thursday, 10/12/23, at 12:20pm ET   ·   For:  8/31/23   ·   Accession #:  22444-23-126   ·   File #:  1-04304

Previous ‘10-K’:  ‘10-K’ on 10/13/22 for 8/31/22   ·   Latest ‘10-K’:  This Filing   ·   22 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/12/23  Commercial Metals Co.             10-K        8/31/23  132:22M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.48M 
 2: EX-10.1     Material Contract                                   HTML     58K 
 3: EX-10.2     Material Contract                                   HTML     35K 
 4: EX-10.3     Material Contract                                   HTML     33K 
 5: EX-19       Report Furnished to Security Holders                HTML     50K 
 6: EX-21       Subsidiaries List                                   HTML     46K 
 7: EX-23       Consent of Expert or Counsel                        HTML     34K 
12: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     42K 
                Awarded Compensation                                             
 8: EX-31.A     Certification -- §302 - SOA'02                      HTML     38K 
 9: EX-31.B     Certification -- §302 - SOA'02                      HTML     38K 
10: EX-32.A     Certification -- §906 - SOA'02                      HTML     36K 
11: EX-32.B     Certification -- §906 - SOA'02                      HTML     36K 
18: R1          Cover Page                                          HTML     98K 
19: R2          Audit Information                                   HTML     40K 
20: R3          Consolidated Statements of Earnings                 HTML     99K 
21: R4          Consolidated Statements of Comprehensive Income     HTML     80K 
22: R5          Consolidated Balance Sheets                         HTML    167K 
23: R6          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
24: R7          Consolidated Statements of Cash Flows               HTML    152K 
25: R8          Consolidated Statements of Stockholders' Equity     HTML    105K 
26: R9          Consolidated Statements of Stockholders' Equity     HTML     36K 
                (Parenthetical)                                                  
27: R10         Nature of Operations and Summary of Significant     HTML     81K 
                Accounting Policies                                              
28: R11         Changes in Business                                 HTML     61K 
29: R12         Accumulated Other Comprehensive Income (Loss)       HTML     69K 
30: R13         Revenue Recognition                                 HTML     46K 
31: R14         Inventories                                         HTML     43K 
32: R15         Goodwill and Other Intangible Assets                HTML    117K 
33: R16         Leases                                              HTML    172K 
34: R17         Credit Arrangements                                 HTML     82K 
35: R18         New Markets Tax Credit Transactions                 HTML     52K 
36: R19         Derivatives                                         HTML     81K 
37: R20         Fair Value                                          HTML     90K 
38: R21         Income Tax                                          HTML    124K 
39: R22         Stock-Based Compensation Plans                      HTML     77K 
40: R23         Employees' Retirement Plans                         HTML    200K 
41: R24         Capital Stock                                       HTML     43K 
42: R25         Earnings Per Share                                  HTML     53K 
43: R26         Commitments and Contingencies                       HTML     38K 
44: R27         Accrued Expenses and Other Payables                 HTML     43K 
45: R28         Operating Segments                                  HTML    189K 
46: R29         Schedule Ii - Valuation and Qualifying Accounts     HTML     71K 
                and Reserves                                                     
47: R30         Pay vs Performance Disclosure                       HTML     47K 
48: R31         Insider Trading Arrangements                        HTML     40K 
49: R32         Nature of Operations and Summary of Significant     HTML    120K 
                Accounting Policies (Policies)                                   
50: R33         Nature of Operations and Summary of Significant     HTML     41K 
                Accounting Policies (Tables)                                     
51: R34         Changes in Business (Tables)                        HTML     55K 
52: R35         Accumulated Other Comprehensive Income (Loss)       HTML     69K 
                (Tables)                                                         
53: R36         Revenue Recognition (Tables)                        HTML     40K 
54: R37         Inventories (Tables)                                HTML     43K 
55: R38         Goodwill and Other Intangible Assets (Tables)       HTML    123K 
56: R39         Leases (Tables)                                     HTML    122K 
57: R40         Credit Arrangements (Tables)                        HTML     73K 
58: R41         NEW MARKETS TAX CREDIT TRANSACTIONS New Markets     HTML     45K 
                Tax Credit Transactions (Tables)                                 
59: R42         Derivatives (Tables)                                HTML     82K 
60: R43         Fair Value (Tables)                                 HTML     89K 
61: R44         Income Tax (Tables)                                 HTML    128K 
62: R45         Stock-Based Compensation Plans (Tables)             HTML     70K 
63: R46         Employees' Retirement Plans Employees' Retirement   HTML    197K 
                Plans (Tables)                                                   
64: R47         Earnings Per Share (Tables)                         HTML     51K 
65: R48         Accrued Expenses and Other Payables (Tables)        HTML     42K 
66: R49         Operating Segments (Tables)                         HTML    193K 
67: R50         Nature of Operations and Summary of Significant     HTML     57K 
                Accounting Policies (Narrative) (Details)                        
68: R51         Nature of Operations and Summary of Significant     HTML     50K 
                Accounting Policies (Estimated Useful Lives of                   
                Property, Plant and Equipment) (Details)                         
69: R52         CHANGES IN BUSINESS - Narrative (Details)           HTML     88K 
70: R53         CHANGES IN BUSINESS - Assets Acquired and           HTML     77K 
                Liabilities Assumed (Details)                                    
71: R54         CHANGES IN BUSINESS - Financial Results and Pro     HTML     40K 
                Forma Information (Details)                                      
72: R55         Accumulated Other Comprehensive Income (Loss)       HTML     71K 
                (AOCI by Components) (Details)                                   
73: R56         REVENUE RECOGNITION - Revenue Recognition Method    HTML     44K 
                (Details)                                                        
74: R57         REVENUE RECOGNITION - Contract Assets and           HTML     39K 
                Liabilities (Details)                                            
75: R58         REVENUE RECOGNITION - Remaining Performance         HTML     48K 
                Obligations (Details)                                            
76: R59         Inventories (Narrative) (Details)                   HTML     45K 
77: R60         Goodwill and Other Intangible Assets (Changes in    HTML     66K 
                the Carrying Amount of Goodwill) (Details)                       
78: R61         Goodwill and Other Intangible Assets (Intangible    HTML     62K 
                Assets) (Details)                                                
79: R62         Goodwill and Other Intangible Assets (Narrative)    HTML     68K 
                (Details)                                                        
80: R63         Goodwill and Other Intangible Assets - Schedule of  HTML     45K 
                Indefinite Lived Intangible Assets (Details)                     
81: R64         Goodwill and Other Intangible Assets (Estimated     HTML     46K 
                Future Amortization Expense) (Details)                           
82: R65         Leases, Balance Sheet Components (Details)          HTML     70K 
83: R66         Leases, Lease Cost (Details)                        HTML     49K 
84: R67         Leases, Weighted-average Lease Terms and Discount   HTML     43K 
                Rates (Details)                                                  
85: R68         Leases, Cash Flow and Other Information Related to  HTML     48K 
                Leases (Details)                                                 
86: R69         Leases, Maturity of Lease Liabilities (Details)     HTML     74K 
87: R70         LEASES - Narrative (Details)                        HTML     46K 
88: R71         Credit Arrangements (Long-term Debt) (Details)      HTML     90K 
89: R72         Credit Arrangements (Narrative) (Details)           HTML    158K 
90: R73         Credit Arrangements (Scheduled Maturities of        HTML     62K 
                Long-term Debt) (Details)                                        
91: R74         New Markets Tax Credit Transactions (Details)       HTML     85K 
92: R75         Derivatives (Narrative) (Details)                   HTML     43K 
93: R76         Derivatives - Commodity Contract Commitments        HTML     49K 
                (Details)                                                        
94: R77         Derivatives (Derivatives Not Designated as Hedging  HTML     52K 
                Instruments) (Details)                                           
95: R78         Derivatives (Schedule of Derivative Assets and      HTML     53K 
                Liabilities) (Details)                                           
96: R79         Fair Value (Financial Assets and Financial          HTML     76K 
                Liabilities Measured at Fair Value on Recurring                  
                Basis) (Details)                                                 
97: R80         Fair Value (Reconciliation of Commodity Derivative  HTML     52K 
                Recognized in Other Comprehensive Income)                        
                (Details)                                                        
98: R81         Fair Value (Narrative) (Details)                    HTML     39K 
99: R82         Income Tax (Components of Earnings from Continuing  HTML     44K 
                Operations before Income Taxes) (Details)                        
100: R83         Income Tax (Income Taxes Included in the            HTML     55K  
                Consolidated Statements of Operations) (Details)                 
101: R84         Income Tax (Reconciliation of Federal Statutory     HTML     65K  
                Rate to Effective Tax Rate from Continuing                       
                Operations) (Details)                                            
102: R85         Income Tax (Deferred Tax Assets and Liabilities)    HTML     71K  
                (Details)                                                        
103: R86         Income Tax (Narrative) (Details)                    HTML     41K  
104: R87         Income Tax (Unrecognized Tax Benefits) (Details)    HTML     46K  
105: R88         Stock-Based Compensation Plans (Stock-Based Awards  HTML     49K  
                Granted) (Details)                                               
106: R89         Stock-Based Compensation Plans (Narrative)          HTML     93K  
                (Details)                                                        
107: R90         Stock-Based Compensation Plans (Restricted Stock    HTML     65K  
                Awards and Performance Stock Units Excluding the                 
                Cash Component) (Details)                                        
108: R91         Stock-Based Compensation Plans (Yearly Activity of  HTML     56K  
                Stock Purchase Plan) (Details)                                   
109: R92         Employees' Retirement Plans (Narrative) (Details)   HTML     65K  
110: R93         Employees' Retirement Plans (Benefit Obligation     HTML     94K  
                and Fair Value of Plan Assets) (Details)                         
111: R94         Employees' Retirement Plans (Net Periodic Benefit   HTML     60K  
                Cost) (Details)                                                  
112: R95         Employees' Retirement Plans (Weighted-average       HTML     47K  
                Assumptions) (Details)                                           
113: R96         Employees' Retirement Plans (Weighted-average       HTML     55K  
                Asset Allocations (Details)                                      
114: R97         Employees' Retirement Plans (Fair Value of Plan     HTML     67K  
                Assets) (Details)                                                
115: R98         Employees' Retirement Plans (Future Pension         HTML     48K  
                Benefit Payments) (Details)                                      
116: R99         Employees' Retirement Plans - (Changed Related To   HTML     55K  
                Actual Return on Plan Assets) (Details)                          
117: R100        Capital Stock (Narrative) (Details)                 HTML     51K  
118: R101        Earnings Per Share (Calculations of Basic and       HTML     64K  
                Diluted Earnings Per Share) (Details)                            
119: R102        Commitments and Contingencies (Narrative)           HTML     49K  
                (Details)                                                        
120: R103        Accrued Expenses and Other Payables (Details)       HTML     43K  
121: R104        Operating Segments (Narrative) (Details)            HTML     42K  
122: R105        Operating Segments (Summary of Certain Financial    HTML     84K  
                Information from Continuing Operations by                        
                Reportable Segment) (Details)                                    
123: R106        Operating Segments (Reconciliations of Earnings     HTML     63K  
                from Continuing Operations to Adjusted Operating                 
                Profit) (Details)                                                
124: R107        Operating Segments (External Net Sales from         HTML     89K  
                Continuing Operations by Major Product) (Details)                
125: R108        Operating Segments (External Net Sales from         HTML     49K  
                Continuing Operations by Geographic Area)                        
                (Details)                                                        
126: R109        Operating Segments (Long-Lived Assets by            HTML     43K  
                Geographic Area) (Details)                                       
127: R110        Schedule Ii - Valuation and Qualifying Accounts     HTML     52K  
                and Reserves (Details)                                           
130: XML         IDEA XML File -- Filing Summary                      XML    244K  
128: XML         XBRL Instance -- cmc-20230831_htm                    XML   3.78M  
129: EXCEL       IDEA Workbook of Financial Report Info              XLSX    251K  
14: EX-101.CAL  XBRL Calculations -- cmc-20230831_cal                XML    316K 
15: EX-101.DEF  XBRL Definitions -- cmc-20230831_def                 XML   1.08M 
16: EX-101.LAB  XBRL Labels -- cmc-20230831_lab                      XML   2.82M 
17: EX-101.PRE  XBRL Presentations -- cmc-20230831_pre               XML   1.75M 
13: EX-101.SCH  XBRL Schema -- cmc-20230831                          XSD    257K 
131: JSON        XBRL Instance as JSON Data -- MetaLinks              769±  1.15M  
132: ZIP         XBRL Zipped Folder -- 0000022444-23-000126-xbrl      Zip    764K

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  clawbackpolicy  
1 COMMERCIAL METALS COMPANY Compensation Recovery Policy (As adopted September 11, 2023) This Compensation Recovery Policy (this “Policy”) of COMMERCIAL METALS COMPANY (the “Company”) is hereby adopted as of September 11, 2023 (the “Effective Date”) by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) in compliance with Section 10D of the Exchange Act and Section 303A.14 of the New York Stock Exchange (the “NYSE”) Listed Company Manual (“Section 303A.14”). Section 1. Recovery Requirement Subject to Section 4 of this Policy, in the event the Company is required to prepare an Accounting Restatement, then the Committee hereby directs the Company, to the fullest extent permitted by governing law, to recover from each Executive Officer the amount, if any, of Erroneously Awarded Compensation received by such Executive Officer, with such recovery occurring reasonably promptly after the Restatement Date relating to such Accounting Restatement. An Executive Officer shall be deemed to have “received” Incentive-Based Compensation in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that fiscal period. The Committee may effect recovery in any manner consistent with applicable law including, but not limited to, (i) seeking reimbursement of all or part of Erroneously Awarded Compensation previously received by an Executive Officer, together with any expenses reasonably incurred in connection with the recovery of such Erroneously Awarded Compensation, (ii) cancelling prior grants of Incentive-Based Compensation, whether vested or unvested, restricted or deferred, or paid or unpaid, and through the forfeiture of previously vested equity awards, (iii) cancelling or setting-off against planned future grants of Incentive-Based Compensation, (iv) deducting all or any portion of such Erroneously Awarded Compensation from any other remuneration payable by the Company to such Executive Officer, and (v) any other method authorized by applicable law or contract. Section 2. Incentive-Based Compensation Subject to this Policy This Policy applies to all Incentive-Based Compensation received by each current or former Executive Officer on or after the Effective Date: (i) if such Incentive-Based Compensation was received on and after the date such person became an Executive Officer of the Company; (ii) if such Executive Officer served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) if such Incentive-Based Compensation was received during the three completed fiscal years immediately preceding a Restatement Date (including any transition period that results from a change in the Company’s fiscal year that is within or immediately following those three completed fiscal years; provided that a transition period of nine to twelve months is deemed to be a completed fiscal year). This Policy shall apply and govern Incentive-Based Compensation received by any Executive Officer, notwithstanding any contrary or supplemental term or condition in any document, plan or agreement

 
2 including, without limitation, any employment contract, indemnification agreement, equity or bonus agreement, or equity or bonus plan document. Section 3. Definitions: For purposes of this Policy, the following terms have the meanings set forth below: • “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). • “Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received by the Executive Officer had it been determined based on the restated amounts in the Accounting Restatement (computed without regard to any taxes paid). For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the Company shall: (i) base the calculation of the amount on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation received was based; and (ii) retain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE or, if a class of securities of the Company is no longer listed on the NYSE, such other national securities exchange or national securities association on which a class of the Company’s securities is then listed for trading. • “Executive Officer” has the meaning set forth in Section 303A.14(e). • “Financial Reporting Measures” has the meaning set forth in Section 303A.14(e). • “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (including, without limitation, stock price and TSR), including, without limitation, (i) any cash bonuses paid pursuant to the Company’s 2013 Cash Incentive Plan, (ii) any performance stock unit awards granted pursuant to the Company’s 2013 Long-Term Equity Incentive Plan and (iii) any other cash bonuses or equity awards that are granted, earned or vest based on achievement of a Financial Reporting Measure. The following do not constitute Incentive-Based Compensation for purposes of this Policy: (a) equity awards for which (1) the grant is not contingent upon achieving any Financial Reporting Measure and (2) vesting is contingent solely upon completion of a specified employment or time period and/or attaining one or more nonfinancial reporting measures, and (b) bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. • “Restatement Date” means the earlier to occur of (i) the date the Board or the Committee (or an officer or officers of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare an

 
3 Accounting Restatement and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. Section 4. Exceptions to Recovery Notwithstanding the foregoing, the Company is not required to recover Erroneously Awarded Compensation to the extent that the Committee has made a determination that recovery would be impracticable and that: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (provided, that, before concluding that it would be impracticable to recover based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation and must document such attempts and provide such documentation to the NYSE); or (ii) any other exception permitted under Section 303A.14 of the NYSE Listed Company Manual applies. Section 5. No Right to Indemnification or Insurance The Company shall not indemnify any Executive Officer against the loss of Erroneously Awarded Compensation or losses arising from any claims relating to the Company’s enforcement of this Policy. In addition, the Company shall not pay, or reimburse any Executive Officer for, any premiums for a third- party insurance policy purchased by the Executive Officer or any other party that would fund any of the Executive Officer’s potential recovery obligations under this Policy. Section 6. Interpretation and Amendment of this Policy The Committee, in its discretion, shall have the sole authority to interpret and make any determinations regarding this Policy. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The determination of the Committee need not be uniform with respect to one or more officers. The Committee may amend this Policy from time to time in its discretion and shall amend the Policy to comply with applicable law and any rules or standards adopted by the NYSE or any national securities exchange on which the Company’s securities are then listed. Section 7. Other Recoupment Rights The Company intends that this Policy will be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other remedies available to the Company under applicable law. Section 8. Successors This Policy shall be binding and enforceable against all Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:10/12/238-K
9/11/23
For Period end:8/31/23
 List all Filings 

22 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/23/23  Commercial Metals Co.             10-Q        2/28/23   86:12M
 1/09/23  Commercial Metals Co.             10-Q       11/30/22   81:122M
10/13/22  Commercial Metals Co.             10-K        8/31/22  129:16M
 6/21/22  Commercial Metals Co.             8-K:5,9     6/15/22   11:369K                                   Donnelley … Solutions/FA
 2/22/22  Commercial Metals Co.             8-K:1,2,8,9 2/22/22   12:464K                                   Donnelley … Solutions/FA
 1/28/22  Commercial Metals Co.             8-K:1,2,8,9 1/28/22   16:724K                                   Donnelley … Solutions/FA
 1/10/22  Commercial Metals Co.             10-Q       11/30/21   83:12M
12/07/21  Commercial Metals Co.             8-K:1,7,9  12/03/21   13:9.4M                                   Donnelley … Solutions/FA
 9/30/21  Commercial Metals Co.             8-K:1,9     9/29/21   12:424K                                   Donnelley … Solutions/FA
 2/02/21  Commercial Metals Co.             8-K:1,2,8,9 2/02/21   14:457K                                   Donnelley … Solutions/FA
10/15/20  Commercial Metals Co.             10-K        8/31/20  143:28M
 6/25/20  Commercial Metals Co.             10-Q        5/31/20   87:11M
11/27/17  Commercial Metals Co.             DEF 14A     1/10/18    1:1.2M                                   Donnelley … Solutions/FA
 9/01/17  Commercial Metals Co.             8-K:5,9     8/31/17    3:88K                                    Donnelley … Solutions/FA
11/29/16  Commercial Metals Co.             8-K:5,7,9  11/22/16    3:41K                                    Donnelley … Solutions/FA
 1/19/16  Commercial Metals Co.             8-K:5,7,9   1/13/16    3:71K                                    Donnelley … Solutions/FA
 5/06/13  Commercial Metals Co.             S-3ASR      5/06/13    6:1M                                     Donnelley … Solutions/FA
 7/08/11  Commercial Metals Co.             10-Q        5/31/11   42:2.6M                                   Donnelley … Solutions/FA
10/30/09  Commercial Metals Co.             10-K        8/31/09   19:1.1M                                   Donnelley … Solutions/FA
 4/07/06  Commercial Metals Co.             10-Q        2/28/06    7:433K                                   RR Donnelley
 4/14/04  Commercial Metals Co.             10-Q        2/29/04    6:317K                                   RR Donnelley
 8/03/99  Commercial Metals Co.             8-A12B                 2:219K                                   RR Donnelley
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